Jonathon Band
About Sir Jonathon Band
Sir Jonathon Band, age 75, is an independent Non-Executive Director of Carnival plc and Carnival Corporation, serving since 2010. A former First Sea Lord and Chief of Naval Staff of the British Navy, he brings deep maritime, security, and risk oversight expertise. He currently chairs the Health, Environmental, Safety and Security (HESS) Committees and serves on the Compliance and Nominating & Governance (N&G) Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| British Navy | First Sea Lord and Chief of Naval Staff (most senior officer) | 2006–2009 | Led maritime strategy and security; extensive operational oversight |
| British Navy | Admiral and Commander-in-Chief Fleet | 2002–2006 | Fleet command; complex risk and operations management |
| British Navy | Naval officer, increasing authority | 1967–2002 | Progressive leadership across maritime domains |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harland & Wolff Group Holdings plc | Non-Executive Director | 2021–Aug 2024 | Prior public company board; ended Aug 2024 |
| Survitec Group | Board member | 2015–2019 | Maritime safety equipment company (prior role) |
| Lockheed Martin UK Limited | Board member | 2010–2015 | Defense sector governance (prior role) |
| Current public company boards | None | — | No current public company directorships |
Board Governance
| Committee | Role | FY2024 Meetings | Key Responsibilities |
|---|---|---|---|
| HESS | Chair | 4 | Oversees HESS and sustainability risks, policies, training; provides functional oversight of Incident Analysis Group (IAG); reviews compliance with HESS-related requirements |
| Compliance | Member | 4 | Oversees Global Ethics & Compliance (Global E&C), ethics, privacy, hotline processes; risk management and audits of compliance matters; all members attended meetings |
| Nominating & Governance (N&G) | Member | 4 | Board composition, effectiveness evaluations, director orientation/education, governance guidelines, succession planning |
- Independence: Boards determined Band is independent under NYSE and UK Corporate Governance Code, notwithstanding tenure >9 years, based on annual questionnaires and external evaluations .
- Attendance: All Directors attended over 75% of fiscal 2024 meetings; Compliance Committee meetings were attended by all members .
Fixed Compensation
| Year | Cash Fees ($000) | Equity Grant Value ($000) | Total ($000) | Notes |
|---|---|---|---|---|
| 2024 | 155 | 190 (valued at $15.66 closing price on Apr 8, 2024) | 345 | Non-Execs did not receive benefits >$10k; Band received $210 incremental cruise cost benefit |
| 2023 | 140 | 175 | 315 | — |
Policy highlights for Non-Executive Directors:
- Stock ownership requirement: 5x the cash retainer, to be met within 5 years for new directors; all serving directors compliant or within initial period .
- Product familiarization cruises at discounted fares; other costs borne by director .
Performance Compensation
Directors’ compensation is not performance-based; Non-Executive Directors receive restricted shares subject to service/vesting conditions (no bonus, options, or performance metrics).
| Item | Detail |
|---|---|
| Restricted Shares Outstanding | 40,338 shares (grants without performance conditions, not vested) |
| Shares Acquired on Vesting (FY2024) | 6,804 shares |
| Grant Valuation Basis | $15.66 per share closing price on Apr 8, 2024 for 2024 awards |
| Vesting Terms | Service-based prior to anniversary of first election; forfeitable until then |
| Options / PSUs | None disclosed for Non-Executive Directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior boards | Harland & Wolff Group Holdings plc (2021–Aug 2024); Survitec Group (2015–2019); Lockheed Martin UK Limited (2010–2015) |
| Shared interlocks | No interlocks with competitors/suppliers disclosed that constitute related-party transactions |
Expertise & Qualifications
- 42 years in maritime operations and security, aligning with HESS oversight and compliance needs .
- Deep governance experience; effectively chairs HESS, contributes to Compliance and N&G objectives .
Equity Ownership
| Security | Amount Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Carnival Corporation common stock | 65,789 shares | *** (immaterial per proxy notation) | Includes shares with sole/shared voting/investment power; RSUs within 60-day vesting counted per SEC rules |
| Carnival plc ordinary shares | 0 | — | — |
| Restricted Shares (unvested) | 40,338 | — | Service-based vesting; not performance-conditioned |
| Shares acquired on vesting (FY2024) | 6,804 | — | — |
| Ownership guideline compliance | Compliant with 5x cash retainer policy (Non-Execs) | ||
| Pledging/Hedging | Not disclosed; no pledging indicated in proxy |
Governance Assessment
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Board effectiveness: Band’s maritime and safety background materially strengthens HESS oversight in a complex, risk-intensive industry; his committee roles (HESS chair; Compliance; N&G) align with operational and governance risk control .
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Independence and tenure: While tenure exceeds nine years, the Boards maintain independence through rigorous annual assessments and periodic external evaluations; Band remains designated independent under NYSE/UK Code standards .
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Alignment and pay structure: Director pay is modest, heavily equity-linked via restricted shares with service vesting; no options, bonuses, or performance incentives for Non-Execs—reduces pay-for-performance risk but maintains ownership alignment via stock ownership policy (5x retainer) and compliance status .
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Attendance and engagement: All Directors exceeded 75% attendance; Compliance Committee meetings attended by all members—supports active engagement; HESS/N&G met four times each in FY2024 .
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Conflicts/related-party: No related-party transactions involving Band disclosed; minor cruise familiarization benefits are minimal and disclosed .
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RED FLAGS:
- Long tenure (>9 years) could raise independence questions; Boards explicitly address and mitigate through annual and external evaluations—status remains independent .
- No pledging disclosed; continue monitoring Form 4s and future proxies for any pledging/hedging or related-party ties .