Robert Mionis
About Robert Mionis
- President and CEO of Celestica Inc. (CLS); age 62; CEO and director since 2015; B.S. in Electrical Engineering, University of Massachusetts .
- 2024 operating performance under his leadership: revenue $9.65B (+21% YoY), GAAP EPS (diluted) $3.61 (+78% YoY), GAAP operating margin 6.2% (+200 bps), GAAP operating cash flow $473.9M (+45% YoY) .
- Shareholder value creation: Celestica share price rose ~215% in 2024 (to $92.30 on 12/31/24); 3-year TSR 775% (best in the S&P Americas BMI Tech Hardware & Equipment peer set used for PSU modifier) .
- 2024 pay-for-performance outcomes: Annual incentive CPF 185% (revenue, operating margin, FCF) and CEO IPF 1.43; payout capped at 200% of target under plan design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pamplona Capital Management | Operating Partner/Senior Advisor | 2013–2015 | Sourced industrial/aerospace deals; supported portfolio companies across industrial, aerospace, healthcare, automotive . |
| StandardAero | President & CEO | 2006–2013 | Led global MRO company through significant revenue and profitability growth . |
| Honeywell (Aerospace) | VP Integrated Supply Chain; other leadership roles | N/A | Ran integrated supply chain for Honeywell Aerospace; prior senior roles at Honeywell . |
| GE, Axcelis Technologies, AlliedSignal | Various leadership roles | N/A | Operational and service roles across aerospace, industrial, semiconductor markets . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Textron Inc. (NYSE: TXT) | Director | 2025–present | Elected effective Mar 1, 2025; adds A&D/industrial expertise to TXT board . |
| Shawcor Ltd. (now Mattr Corp.) | Director | 2018–2021 | Prior public company board experience . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 950,000 | 1,000,000 | 1,150,000 (effective Apr 1, 2024) |
| Target Annual Bonus (% of Salary) | N/A | N/A | 150% (CTI Target Incentive) |
| Actual Annual Bonus ($) | 2,850,000 | 2,963,014 | 3,338,115 (capped at 2x target) |
Notes: Annual salary changes take effect April 1 each year .
Performance Compensation
Annual Incentive (CTI) – 2024 Design and Outcome
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | CPF Contribution |
|---|---|---|---|---|---|---|
| IFRS Revenue ($M) | 40% | 7,820 | 8,500 | 9,180 | 9,646 | 185% overall CPF |
| Non-IFRS Operating Margin (%) | 40% | 4.85 | 5.60 | 6.35 | 6.5 | 185% overall CPF |
| Non-IFRS Adjusted Free Cash Flow ($M) | 20% | 150 | 200 | 250 | 296 | 185% overall CPF |
| CEO IPF | — | — | — | — | 1.43 | Payout capped at 200% of target |
Plan mechanics: minimum corporate profitability required for any payout; revenue component cannot pay above target unless target operating margin achieved; total CTI capped at 2x target .
Long-Term Incentives (granted Feb 2, 2024)
| Award | Quantity | Grant FV ($) | Vesting | Performance Conditions |
|---|---|---|---|---|
| RSUs | 101,052 | 3,650,000 | 1/3 on 2/2/25; 1/3 on 2/2/26; remainder on 12/1/26 | Time-based only |
| PSUs (Target) | 151,578 | 6,559,050 | Cliff vest after 3 years | Non-GAAP Adjusted EPS (3-year) with +/-30% TSR modifier vs S&P Americas BMI Tech Hardware & Equipment; 0–200% vesting; cannot exceed 200% . |
Prior PSU outcome: 2022 PSUs vested at 200% on Feb 1, 2025 (max) based on 2024 non-IFRS operating margin with ROIC and relative TSR modifiers .
Summary Compensation (CEO)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 950,000 | 7,891,200 | 2,850,000 | 345,972 | 12,037,172 |
| 2023 | 987,671 | 9,174,809 | 2,963,014 | 339,233 | 13,464,727 |
| 2024 | 1,112,705 | 10,209,050 | 3,338,115 | 334,581 | 14,994,451 |
Perquisites (2024 examples): SERP contribution $299,422; 401(k) match $20,700; group life $11,484; medical $2,475; tax prep $500 .
Equity Ownership & Alignment
| As-of Date | Beneficial Common Shares | Ownership % | Unvested RSUs | Unvested/Outstanding PSUs | Ownership Guideline | Actual Ownership vs Guideline |
|---|---|---|---|---|---|---|
| Dec 31, 2024 | 531,417 | N/A | 274,469 | 693,976 (2022 tranche that settled 2/1/25) | CEO 5x salary | $138,437,263 value; 120.4x salary |
| Apr 22, 2025 | 456,417 | <1% (asterisked in filing) | N/A | N/A | CEO must retain required level for 12 months post-termination | N/A |
- Anti-hedging/anti-pledging: executives prohibited from hedging and from pledging Celestica shares or purchasing on margin .
- Scheduled CEO vesting that may create selling pressure: RSUs vest 2/2/25, 2/2/26, 12/1/26 (counts above); 2022 PSUs settled at 200% (693,976 units) on 2/1/25, valued at $64.1M using $92.30 12/31/24 price .
Employment Terms
- Agreement: CEO Employment Agreement dated Aug 1, 2015; amended Aug 1, 2016 and Jul 25, 2024; no fixed term .
- Termination without cause: cash equal to 2× eligible earnings (base + lesser of target CTI or prior-year CTI), lump-sum pension continuation for 2 years, $100,000 in lieu of post-notice benefits; RSUs vest immediately; PSUs vest pro rata at target; options (if any) vest .
- Change of Control (double trigger, includes “potential CoC” window): 3× base salary + 3× target CTI; 3× prior-year pension contributions; benefits continuation; full vest of RSUs and PSUs with performance treatment: for <12-month grants, at target (or actual if >target at CoC); for 13–36 months, at least 100% of actual performance; vesting on later of CoC or termination date .
- Potential payout table (as of 12/31/24 at $92.30/share):
- Involuntary termination without cause/good reason: $124,570,299 total (incl. RSUs $25,333,489; PSUs $92,746,566; salary $2.3M; bonus $3.45M; benefits $100K; SERP/401k $640,244) .
- CoC double trigger: $149,077,841 total (incl. RSUs $25,333,489; PSUs $114,058,987; salary $3.45M; bonus $5.175M; benefits $100K; SERP/401k $960,366) .
- Retirement-eligible: RSUs continue to vest on schedule; PSUs vest pro rata based on actual performance; illustrative total $119,805,055 including equity values at $92.30 .
- Restrictive covenants and recoupment: 2-year confidentiality, non-solicit, non-compete obligations; entitlements subject to recoupment for material breaches . SEC Rule 10D-1-compliant clawback policy and separate recoupment policy for post-employment breaches; equity subject to 12-month post-release clawback if obligations breached .
- Insider trading policy prohibits hedging/pledging; blackout and other restrictions apply .
Board Governance (Celestica Board Service)
- Celestica director since 2015; not independent; no committee assignments; 2024 Board attendance 7/7 (100%) .
- Independent Chair structure: Michael M. Wilson serves as independent Chair; offices of Chair and CEO are separated .
- Board/committee independence: all standing committees (Audit, HRCC, NCGC) composed solely of independent directors .
- 2024 shareholder vote: Mionis re-elected with 99.90% support .
- Executive sessions: independent directors meet in camera at every Board and committee meeting .
- Related party transactions: none since Jan 1, 2024 .
Director/External Role Detail
- Textron Inc.: Elected to the Board effective Mar 1, 2025; TXT cited his global public company leadership and A&D/industrial expertise .
- Prior public board: Shawcor Ltd. (Mattr Corp.) 2018–2021 .
Compensation Structure Analysis (alignment, risk, peer context)
- Mix and risk: 91% of CEO target pay is at-risk; balanced between annual CTI and long-term equity with 60% PSUs/40% RSUs in 2024; no options granted since 2015 .
- Metrics rigor: 2024 CTI used revenue, operating margin, and FCF with profitability gate and cap mechanics; PSUs use 3-year Non-GAAP EPS with relative TSR modifier capped at +/-30% and overall 200% cap .
- Peer benchmarking: HRCC anchors targets to median of a U.S.-centric EMS/tech comparator group (e.g., Jabil, Flex, Sanmina, Plexus, Fabrinet, Seagate, NetApp, Trimble, etc.) .
- Shareholder support: 2024 say‑on‑pay 93.50% FOR; ongoing investor outreach led by HRCC chair .
- Governance protections: anti-hedging/pledging, stringent executive ownership (CEO 5x; Mionis at 120x), SEC/NYSE-compliant clawback, double-trigger equity vesting on CoC .
Equity Overhang and Vesting Calendar (selling pressure lens)
- Large Feb 1, 2025 PSU settlement at 200% for the 2022 grant (693,976 shares), representing a meaningful increase in tradable shares; valued at $64.05M at $92.30/share (12/31/24) .
- Time-based RSUs scheduled in thirds on 2/2/25, 2/2/26, and 12/1/26 for 2024 grant (101,052 units), with additional 2023 RSUs (173,417 units) vesting on 1/31/25 and 12/1/25; these events can create episodic liquidity/selling incentives .
Say-on-Pay & Shareholder Feedback
- 2024 say‑on‑pay: 93.50% approval .
- Engagement: outreach to top holders (~32% of shares) with HRCC chair participation; feedback indicated support for strategy and pay program .
Expertise & Qualifications
- Deep operations/supply chain leadership in aerospace/industrial/semiconductor; prior CEO experience; engineering degree; current TXT board service extends network in A&D .
Investment Implications
- Strong alignment: outsized equity ownership (120x salary) and heavy PSU mix tie outcomes to multi-year EPS and relative TSR; anti-hedging/pledging and clawback further align incentives .
- Retention vs. payout risk: Substantial unvested and recently settled equity (notably 2022 PSUs at 200%) both retain talent and create episodic liquidity events; double-trigger CoC package is sizeable ($149.1M illustrative), which could influence succession/transaction dynamics .
- Execution track record: Material operational uplifts and TSR outperformance under Mionis (2024 revenue +21%, EPS +78%, TSR +215% for the year; 3-year TSR +775%) support pay outcomes and reduce execution risk perception, but raise the bar for future EPS/TSR-based PSU cycles .
- Governance quality: Independent chair, fully independent committees, robust policies, and strong vote outcomes (99.90% director support; 93.5% say-on-pay) lower governance risk; no related-party transactions disclosed .