Todd Cooper
About Todd Cooper
Todd C. Cooper, age 55, serves as President, Advanced Technology Solutions (ATS) at Celestica, responsible for strategy development and execution across A&D, Capital Equipment, HealthTech and Industrial, a role he has held since 2022; he previously served as Celestica’s Chief Operations Officer from 2018–2021. He holds a BS in Engineering (U.S. Military Academy at West Point), an MS in Mechanical Engineering (MIT), and an MBA (MIT Sloan) . Under his remit, ATS 2025E revenue is guided to ~$3.2B (+1% Y/Y) with 5.3% segment margin (+70 bps Y/Y), while business mix shifts and portfolio reshaping aim to expand margins medium term . At the company level, Celestica reported a 392% 1‑year and 2,957% 3‑year total shareholder return as of Oct 23, 2025, alongside multi‑year revenue and margin expansion targets, reflecting strong shareholder value creation during his leadership period within ATS .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Celestica | President, Advanced Technology Solutions | 2022–present | Leads ATS strategy and execution across A&D, Capital Equipment, HealthTech and Industrial (incl. PCI) . |
| Celestica | Chief Operations Officer | 2018–2021 | Drove operational/supply chain excellence; led operations, supply chain, quality, GBS and IT . |
| KKR | Value Creation Lead (Supply Chain/Procurement/Logistics/Sustainability) | Not disclosed | Led value creation initiatives across portfolio companies . |
| Honeywell Aerospace | VP, Global Sourcing | Not disclosed | Led global sourcing for Aerospace division . |
| Storage Technology Corporation | Management roles | Not disclosed | Operations/management roles . |
| McKinsey & Company | Management roles | Not disclosed | Advisory/management roles . |
| U.S. Army | Captain | Not disclosed | Leadership experience . |
External Roles
- Not disclosed in the latest proxy .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Annual Bonus ($) |
|---|---|---|---|
| 2022 | 485,000 | 80% | 659,600 |
| 2023 | 485,000 | 80% | 725,560 |
| 2024 | 510,000 (effective Apr 1, 2024) | 80% | 797,792 (CTI payout) |
Notes:
- Salary reported for 2024 in the SCT equals $503,784 due to proration/timing .
- Target incentive (CTI) remained unchanged in 2024; CTI cap is 2x target .
Performance Compensation
Annual Incentive (CTI) — 2024 Design and Outcome
| Metric | Weighting | Target | Actual | Payout Factor | Vesting/Payment |
|---|---|---|---|---|---|
| IFRS Revenue | 40% | Not disclosed | Maximum achieved | Included in 185% CPF | Cash in annual bonus |
| Non‑IFRS Operating Margin | 40% | Not disclosed | Maximum achieved | Included in 185% CPF | Cash in annual bonus |
| Non‑IFRS Adjusted Free Cash Flow | 20% | Not disclosed | Maximum achieved | Included in 185% CPF | Cash in annual bonus |
- 2024 Company Performance Factor (CPF) approved at 185%; CTI payouts capped at 2x target .
- Todd Cooper’s target incentive: 80% of salary; 2024 amount awarded: $797,792 (≈158% of salary) .
Long-Term Incentive Grants (2024 Awards)
| Grant Date | Instrument | Units Granted | Grant Value ($) | Vesting / Performance Conditions |
|---|---|---|---|---|
| 02/02/2024 | RSUs | 19,934 | 1,800,000 | Vests 1/3 on each of first and second anniversaries and remainder on Dec 1 following second anniversary; one share per RSU . |
| 02/02/2024 | PSUs (Target) | 29,900 | Included above | 3‑year cliff vest based on non‑GAAP Adjusted EPS vs target (0–200%), modified by relative TSR (−30% to +30%) . |
Vesting frameworks (company-wide):
- RSUs: typically vest one‑third per year over three years .
- PSUs: vest 0–200% of target at end of 3‑year performance period based on financial performance and TSR modifier .
Outstanding Equity (Year-End 2024)
| Grant Date | Type | Unvested Units (#) | Market/Payout Value ($) at $92.30 |
|---|---|---|---|
| 01/31/2023 | RSUs | 35,583 | 3,284,311 |
| 02/02/2024 | RSUs | 19,934 | 1,839,908 |
| 02/01/2022 | PSUs | 163,856 | 15,123,909 |
| 01/31/2023 | PSUs | 80,063 | 7,389,815 |
| 02/02/2024 | PSUs | 29,900 | 2,759,770 |
Notes:
- 2022 PSU cycle (performance period ended 12/31/2024) settled on 02/01/2025 at 200% of target based on plan metrics (for NEO cohort) .
- No stock options were granted to NEOs in 2024; the company notes options are used occasionally, but none in the periods shown .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common Shares) | 110,426 shares as of April 22, 2025 (proxy reference date) . |
| Initial SEC Section 16 Statement | Form 3 filed 12/19/2024 showing 175,426 common shares and RSU holdings (35,583 and 19,934) . |
| Executive Ownership Guidelines | 3× salary requirement; Todd Cooper requirement $1,530,000 . |
| Compliance Status | Ownership value $36,439,948 or 71.5× salary (includes common shares, unvested RSUs, PSUs expected to vest) . |
| Hedging/Pledging | Prohibited from hedging, margin purchases, borrowing against, or pledging company securities . |
Insider selling pressure indicators:
- Form 144/A filed 06/05/2024 noticed proposed sale of 60,000 common shares around 05/29/2024; shares derived from RSU settlements across multiple grant years .
Employment Terms
| Provision | Terms for Todd C. Cooper |
|---|---|
| Agreement Type | Offer letter; no specific term . |
| Severance (No Cause) | Up to 2× (base salary + lower of target or prior-year actual bonus), plus pro‑rated current year bonus; pro‑rata vesting of RSUs/PSUs per tenure; options exercise window 30 days for vested (if any) . |
| Change-of-Control | Double-trigger: 24 months of Eligible Earnings and continued medical benefits; full vesting of RSUs and PSUs with performance treatment per plan (at least target/actual per award timing) . |
| Clawbacks | SEC/NYSE‑compliant policy for restatement-related recoveries; additional clawback for material breach of post‑employment covenants . |
| Non‑Compete/Non‑Solicit | Severance contingent on compliance with confidentiality, non‑solicitation and non‑competition obligations . |
| Perquisites/Retirement | 2024: company contributions to Supplementary Plan $77,566 and 401(k) match $20,700 included in “All Other Compensation” . |
Potential payouts (illustration as of 12/31/2024):
| Scenario | Base Salary ($) | Bonus ($) | Benefits ($) | RSUs Vest ($) | PSUs Vest ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death | — | — | — | 3,722,077 | 20,974,302 | 24,696,378 |
| Disability | — | — | — | 3,722,077 | 20,974,302 | 24,696,378 |
| Retirement | — | 408,000 | — | — | — | 408,000 |
| Involuntary (No Cause) / Good Reason | 1,020,000 | 816,000 | — | 1,368,455 | 20,974,302 | 24,178,757 |
| CoC (Double Trigger) | 1,020,000 | 816,000 | 51,027 | 5,124,219 | 25,273,494 | 32,284,740 |
Notes:
- Equity acceleration amounts based on $92.30 share price at 12/31/2024 and unvested quantities per plan treatment .
Performance & Track Record
- Segment performance (ATS): 2025E revenue ~$3.2B (+1% Y/Y) with 5.3% segment margin (+70 bps Y/Y); medium/long‑term goal to grow at or above market with profitability improvement via portfolio reshaping and deeper Tier‑1 OEM engagement . End‑markets show mixed dynamics: Industrial recovery, A&D ramps offset by strategic disengagements, and Semi CapEx facing muted demand due to trade restrictions/tariffs while new fab nearshoring supports longer‑term opportunities .
- Company performance context: Q3’25 GAAP revenue $3,194M (+27.8% Y/Y), GAAP gross margin 13.0% (vs 10.4%), adjusted EPS $1.58 (vs $1.04), adjusted ROIC 37.5% (vs 29.0%) . Multi‑year IR Day targets emphasize accelerating revenue growth and margin expansion, rising ROIC, strong FCF compounding, and exceptional TSR vs major indices .
Investment Implications
- Alignment: Ownership far exceeds the 3× salary guideline (71.5×), with strict anti‑hedging/pledging policies—strongly aligning incentives with shareholders .
- Pay for performance: 2024 CTI tied to revenue, operating margin, and adjusted FCF; CPF 185% reflects strong operating execution; LTI tilted to PSUs with EPS and TSR linkage (60% PSU/40% RSU) supporting performance orientation .
- Retention and supply overhang: Significant unvested RSUs/PSUs and substantial CoC economics reduce near‑term departure risk, but periodic Form 144 selling (e.g., 60,000 shares noticed for sale in May 2024) can create episodic insider‑driven supply, particularly post‑vesting .
- Execution risk in ATS: Mixed end‑market signals (trade restrictions in Semi CapEx; A&D portfolio reshaping) require disciplined program execution to sustain margin expansion; however, diversified ATS portfolio and engineering‑led customer engagement mitigate concentration risk .
- TSR and valuation context: Company‑level TSR has been exceptional; sustaining multi‑year EPS/ROIC compounding underpins incentive realizations and supports continued insider alignment, but high performance‑sensitive PSU mix increases payout variability if macro softens .
Overall: High alignment (ownership, policies), explicit double‑trigger protections, and performance‑weighted incentives suggest low retention risk and a bias toward long‑term value creation; monitor insider selling cadence around vesting dates and ATS end‑market inflections for trading signals .