Jeffrey Gearhart
About Jeffrey J. Gearhart
Jeffrey J. Gearhart, age 60, is an independent Non-Executive Director of Carnival Corporation & plc (CUK/CCL), serving since 2020. He chairs the Boards’ Compliance Committees and sits on the Health, Environmental, Safety and Security (HESS) Committees, bringing deep governance, legal and global compliance expertise from senior leadership roles at Walmart and prior partnership at Kutak Rock LLP, and he currently serves on the board of Bank OZK (public) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart, Inc. | EVP, Global Governance & Corporate Secretary (oversight of global legal, compliance, ethics, security & investigations) | 2012–2018 | Led global governance, legal, compliance and ethics architecture; enhanced oversight and risk management |
| Walmart, Inc. | EVP, General Counsel & Corporate Secretary | 2010–2012 | Senior legal leadership and board governance responsibilities |
| Walmart, Inc. | EVP, General Counsel | 2009–2010 | Enterprise-wide legal leadership |
| Walmart, Inc. | SVP & Deputy General Counsel | 2007–2009 | Senior legal operations and risk oversight |
| Walmart, Inc. | VP & General Counsel, Corporate Division | 2003–2007 | Corporate legal leadership |
| Kutak Rock LLP | Partner, Corporate Securities & M&A | 1998–2003 | Advised on corporate finance and transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bank OZK (NASDAQ: OZK) | Director | 2018–present | Current public company directorship |
Board Governance
- Committee assignments: Chair, Compliance Committees; Member, HESS Committees .
- Independence and tenure: Independent director since 2020; age 60 .
- Meetings and attendance: The Boards met 5 times in FY2024; all directors attended at least 75% of Board and applicable committee meetings. Compliance Committees met 4 times; HESS Committees met 4 times in FY2024 .
- Overboarding and time commitments: Directors limited to max four public boards (Carnival counts as one); the Boards report all directors are compliant with the overboarding policy .
- Shareholder engagement: Independent directors, including committee chairs, participate in select investor meetings as part of the company’s ongoing engagement program .
Fixed Compensation
| Component (USD) | FY2023 | FY2024 |
|---|---|---|
| Cash Fees | $133,000 | $147,500 |
| Stock Grants (Grant-date fair value) | $175,000 | $190,128 |
| All Other Compensation | $0 | $0 |
| Total | $307,000 | $337,628 |
- Annual equity grant: On April 8, 2024, Non-Executive Directors received 12,141 restricted shares; ASC 718 grant-date price used for disclosure was $15.66; restrictions lapse April 21, 2027. Directors do not hold stock options .
- Perquisites: The total value of benefits received by each Non-Executive Director was less than $10,000 in FY2024. Product familiarization policy allows discounted cruise fares ($70 pp/day first 14 days; $200 pp/day next 30 days; Seabourn $150 pp/day), with all other charges borne by the director .
Performance Compensation
| Item | Status / Detail |
|---|---|
| Performance-conditioned equity for Non-Executive Directors | None; Non-Executive Director grants are time-based only (no performance conditions) |
| Options | None; the company did not grant stock options/SARs to directors in FY2024 |
Other Directorships & Interlocks
- Current public company board: Bank OZK (2018–present) .
- Compensation Committee interlocks: The company reports no compensation committee interlocks or insider participation issues in FY2024 (committees comprised solely of independent directors; no cross-board executive interlocks) .
Expertise & Qualifications
- Corporate governance, legal and regulatory expertise from leading Walmart’s governance, legal, compliance and ethics functions, and prior corporate/M&A legal practice .
- Risk management and oversight of global compliance programs, investigations, and privacy—aligned to the Compliance Committees’ remit he chairs .
Equity Ownership
| Ownership/Equity (Shares) | Nov 30, 2024 | FY2024 | Jan 13, 2025 |
|---|---|---|---|
| Grants Without Performance Conditions That Have Not Vested | 40,338 | — | — |
| Shares Acquired on Vesting | — | 6,804 | — |
| Beneficial Ownership of Carnival Corporation Common Stock | — | — | 61,651 |
| Beneficial Ownership of Carnival plc Ordinary Shares | — | — | 0 |
- Stock ownership policy: Non-Executive Directors must own shares equal to 5× cash retainer within 5 years; each director serving in FY2024 was in compliance (or in accumulation period for new directors). All director equity is in Carnival Corporation common stock; no options outstanding .
Governance Assessment
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Strengths
- Compliance leadership: As Compliance Committee Chair, Gearhart oversees Global Ethics & Compliance, hotline processes, investigations and significant ethics-related risk mitigation—core to reputational and regulatory risk management in cruising .
- Relevant domain expertise: Multi-year Walmart governance/legal leadership and public board experience directly support oversight of legal, regulatory and privacy risks, as well as board governance practices .
- Independence, attendance and engagement: Independent with strong attendance (Boards report 75%+ for all directors) and participates in a governance framework emphasizing regular executive sessions and shareholder engagement .
- Ownership alignment: Complies with 5× retainer ownership guideline; receives annual equity in time-vested restricted shares (no options), aligning with long-term shareholder value without leverage risk .
- Pay practices: Non-Executive pay is balanced (cash + time-vested equity), with no options and no increases recommended for the 2025–2026 Board year—tempering pay inflation risk .
-
Watch Items
- Committee load appears focused (Compliance chair; HESS member) and within overboarding limits; Board policy enforces max four public boards and all directors are compliant .
- The proxy’s related person transactions section does not flag issues in the extracts reviewed; continue monitoring annual disclosures for any new related-party ties or pledging (ownership tables do not indicate pledges) .
Overall, Gearhart’s profile—Compliance Committee chair, legal/regulatory depth, and ownership alignment—supports board effectiveness in areas most salient to CUK’s risk profile (ethics, safety, regulatory). No director-specific red flags are evident in FY2024 disclosures reviewed .