Carnival Corp. board increasingly eclectic

By Tom Stieghorst
The choice of a relative unknown Carnival Corp. director, Arnold Donald, to become CEO has cast a spotlight on the 11 members of the company’s board, which has grown substantially more international and influential as Carnival evolved from a small, family-owned enterprise into the world’s largest cruise ship operator.

Still, while some of Carnival Corp.’s directors are well known in business and travel circles, others are hardly household names.

It includes a former British admiral, a quartet of current and former cruise executives, the head of the world’s largest platinum mining company and, of course, Chairman Micky Arison, scion of Carnival’s founding family and owner of the reigning NBA champions, the Miami Heat.

By gender, the board consists of two women and nine men. By nationality, it has two Brits, a Canadian, one Italian and seven U.S. citizens. Donald is the only African-American.

Micky Arison, CEOAlthough the board has no Hispanic members, former Florida International University President Mitch Madique, who is of Cuban heritage, served on it until last year.

The most prominent board member is Arison, whose father, Ted, founded the company in 1972 and whose family continues to control about 28% of the voting stock. As owner of the Miami Heat, Arison, 64, can often be found in his courtside seats during the season.

Other members with cruise line management experience include Vice Chairman Howard Frank and former Costa Cruises CEO and current Carnival Asia Chairman Pier Luigi Foschi.

Richard Glasier’s experience in the cruise industry was gained as CFO of Royal Caribbean Cruises Ltd., a somewhat unusual credential in that Royal is Carnival’s largest competitor.

Arison has been a director since 1987, when Carnival went public. Frank joined the company two years later from the Miami office of PricewaterhouseCoopers (then known as Price Waterhouse) and was added to the board in 1992.

Within business circles, the most influential board member outside of Arison is Stuart Subotnick, president and CEO of Secaucus, N.J.-based Metromedia Co., a privately owned holding company whose subsidiaries operate in telecommunications, Internet, software technology, publishing, restaurant, sports, food production and medical equipment sectors.

A director since Carnival Corp.’s initial public offering in 1987, Subotnick is the lead independent director and, with Arison and Frank, forms the board’s executive committee.

Arison said that he consulted Subotnick about the selection of Donald as CEO before they offered him the job earlier this year.

Prior to the 2002 acquisition of P&O Princess Cruises, the Carnival board was less cosmopolitan. It included Arison’s sister Shari and veteran Carnival operations executive Meshulem Zonis as well as former Holland America Line CEO Kirk Lanterman and Miami hotel developer Sherwood Weiser.

Since the acquisition, several board seats have been occupied by British directors who represent the interests of the shareholders of Carnival PLC, a U.K.-traded company listed on the London Stock Exchange.

Carnival PLC, which is majority-owned by Carnival Corp., traces its origins to the Peninsular and Oriental Steam Navigation Co. of the early 19th century, which introduced the concept of passenger ships in 1844.

Currently, the Carnival PLC seats are held by John Parker and Jonathon Band. Parker is the chairman of Anglo American PLC, a global mining company that is the world’s largest producer of platinum.

Band is a former first sea lord, the British equivalent of the U.S. secretary of the Navy, and is also a former chief of naval staff, the most senior officer position in the British Navy.

The two women on the board are Laura Weil and Debra Kelly-Ennis.

Weil is executive vice president and COO of New York & Co., a women’s apparel and accessories retailer. She has been a director since 2007. Kelly-Ennis, a former president of the Canadian division of spirits maker Diageo, joined the board last year.

Randall Weisenburger, a board member since 2009, is executive vice president and CFO of Omnicon Group, a major advertising and marketing company.

Two longtime board members who were asked to step down this year are former Carnival Cruise Lines President Bob Dickinson and former P&O Princess Chairman Peter Ratcliffe.

They were replaced because as former executives of Carnival-owned brands, they were considered insiders and could not serve in certain committee roles.

Dickinson said the U.K. securities regulators proved to be fussier than their U.S. counterparts about insider status.

“Their view is, even though you’ve been out of the business five-and-a-half years or 10 years or whatever, you’ll never be seen as an independent director,” Dickinson said. “That harsh, black-and-white position is very different than what is done in this country.”

Dickinson, who rose up through the Carnival ranks from the marketing side of the business, retired as CEO of Carnival Cruise Lines in 2007 after a 35-year career with the company.

He is currently serving as a consultant on retail channel relations to Carnival Corp.’s four U.S. cruise lines.
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