Helen Deeble
About Helen Deeble
Helen Deeble, age 63, is an independent director of both Carnival Corporation and Carnival plc since 2016, serving on the Compensation Committee and the Health, Environmental, Safety and Security (HESS) Committee. A UK Chartered Accountant, she brings over 30 years of strategic, financial and operational leadership in maritime, logistics and travel, including CEO tenure at P&O Ferries and senior finance roles at Stena Line; she was awarded a CBE in 2013 for services to shipping .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| P&O Ferries Division Holdings Ltd. | Chief Executive Officer | 2006–2017 | Led pan-European shipping/logistics; maritime operations oversight |
| P&O Ferries Division Holdings Ltd. | Chief Operating Officer | 2004–2006 | Operational execution and risk management |
| P&O Ferries Division Holdings Ltd. | Chief Financial Officer | 1998–2003 | Financial oversight; financing activities |
| Stena Line UK | Senior finance roles including CFO | 1993–1998 | Financial controls and accounting oversight |
| UK Chamber of Shipping | Vice President; President | 2011–2013 | Industry leadership; regulatory and sustainability advocacy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CMO Group PLC | Non-Executive Director | 2021–present | Corporate governance oversight at public company |
| UK Chamber of Shipping | Supervisory Board Member | 2011–2023 | Sector governance; regulatory matters |
| Port of London Authority | Non-Executive Director | 2014–2020 | Port governance and safety oversight |
| Standard P&I Club | Board Member | 2014–2018 | Insurance mutual governance; long-term cost management |
| Interferry | Board & Regulatory Committee Member | Not disclosed | Ferry operators’ industry standards and regulation |
Board Governance
- Independence: Identified as independent; 10 of 12 directors are independent and all members of key committees (Audit, Compensation, Compliance, HESS, N&G) are independent .
- Committee assignments: Compensation Committee member; HESS Committee member .
- Attendance and engagement: All directors attended over 75% of fiscal 2024 meetings; Carnival plc Compensation Committee held six meetings with all members attending; HESS Committee held four meetings .
- Shareholder engagement and executive sessions: Regular engagement including independent directors; regular executive sessions of independent directors .
| Committee | Role | FY2024 Meetings | Attendance |
|---|---|---|---|
| Compensation | Member | 6 | All members attended |
| HESS | Member | 4 | Not individually disclosed; board-level >75% attendance |
Additional governance context:
- Compensation Committees are fully independent, empowered to retain independent advisors (FW Cook, FIT Remuneration Consultants), with fees of $311,716 and $21,149 respectively in FY2024; advisors provide no other services to Carnival .
- HESS Committees oversee sustainability/HESS policies, risk management, reporting, and incident analysis group (IAG) oversight .
Fixed Compensation
| Metric | FY2023 ($000) | FY2024 ($000) |
|---|---|---|
| Fees (cash retainer and committee fees) | 110 | 125 |
| Restricted Stock (grant-date fair value) | 175 | 190 |
| Total | 285 | 315 |
FY2024 detailed disclosure:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 125,000 |
| Stock Grants (grant-date fair value under ASC 718) | 190,128 |
| All Other Compensation | 0 |
| Total | 315,128 |
Notes:
- Director pay was benchmarked against a peer group in 2024; no changes recommended for the 2025–2026 board year .
- The total value of benefits received by each Non-Executive Director was less than $10,000; product familiarization cruise discounts are permitted per policy .
Performance Compensation
| Grant Type | Grant Date | Shares (#) | Face Value ($) | Vesting Conditions | Anticipated Vest Date |
|---|---|---|---|---|---|
| Restricted Stock (Non-Exec) | 4/8/2024 | 12,141 | 190,128 (at $15.66 close) | Time-based; non-forfeitable one year after first election; lapses also upon death/disability | 4/21/2027 |
- Performance conditions: None for Non-Executive Director restricted stock grants .
- None of the directors hold stock options .
Other Directorships & Interlocks
| Company | Role | Tenure | Potential Interlocks/Conflicts |
|---|---|---|---|
| CMO Group PLC | Non-Executive Director | 2021–present | None identified in CUK proxy materials reviewed . |
Expertise & Qualifications
- UK Chartered Accountant; contributes to oversight of financial, accounting, and regulatory compliance .
- Deep maritime/logistics/travel expertise; risk management, financing, and human capital in maritime environments .
- Governance and sustainability experience through public and advisory boards .
- Industry recognition: Commander of the Order of the British Empire (CBE), 2013 .
Equity Ownership
Ownership policy and compliance:
- Non-Executive Directors must hold shares equal to five times the cash retainer; each Non-Executive Director serving in fiscal 2024 was in compliance or within the five-year accumulation period . All directors are in compliance, with Ms. Connors in her initial five-year period .
Beneficial ownership:
| As of | Carnival Corporation Shares | % of CC Common | Notes |
|---|---|---|---|
| Jan 13, 2025 | 72,097 | Less than 1% (*** per proxy) | Includes restricted stock; no plc ordinary shares |
Holdings over time (includes restricted stock, not RSUs):
| Date | Carnival Corporation Shares |
|---|---|
| Nov 30, 2023 | 59,956 |
| Nov 30, 2024 | 72,097 |
Vested vs unvested:
| Category | Shares (#) |
|---|---|
| Unvested restricted shares outstanding | 40,338 |
| Shares acquired on vesting in FY2024 | 6,804 |
Other equity details:
- All directors receive Carnival Corporation common stock; no stock options outstanding for any directors .
- No pledging disclosed in the sections reviewed; stock ownership and familiarization policies detailed in proxy .
Governance Assessment
Strengths
- Independence and relevant domain expertise aligned with HESS risk oversight and compensation governance; committee memberships emphasize safety/sustainability and pay oversight .
- Attendance/engagement: Board-level attendance >75%; Compensation Committee held six meetings with full attendance; HESS met four times, reflecting active oversight cadence .
- Pay-for-performance alignment for non-executive directors: Majority of compensation via equity grants with multi-year vesting; no options and no performance-conditioned awards, reducing risk of short-termism; ownership guideline at 5x cash retainer, with compliance affirmed .
- Compensation Committee advisor independence and transparency on fees; benchmarking used, with no inflationary changes recommended for 2025–2026 .
Potential Watch Items and RED FLAGS
- Benefits and perquisites: While minimal for Non-Executive Directors (<$10k), product familiarization discounts exist; monitor for any escalation or exceptions (currently policy-based) .
- Tenure considerations: Service since 2016 adds experience; investors may watch for periodic refreshment given evolving regulatory and sustainability risk profile in maritime operations .
- Related party transactions: Boards maintain robust review/approval protocols; no Deeble-specific related transactions are identified in sections reviewed—continue monitoring future proxies and 8-Ks for changes .
Policies and contracts
- No formal service contracts for Non-Executive Directors; appointed via letter of appointment; terminable without compensation, though share grants may be retained after one year of service and a departing gift up to $25,000 may be provided .
Overall, Deeble’s maritime-operational and financial background, independent status, committee service on Compensation and HESS, and compliance with ownership guidelines support board effectiveness and investor alignment; no material conflicts are disclosed in the proxy materials reviewed .