Katie Lahey
About Katie Lahey
Katie Lahey, age 74, is an independent non-executive director of Carnival Corporation & plc (CUK/CCL) since 2019. She serves on the Health, Environmental, Safety and Security (HESS) Committees and the Nominating & Governance (N&G) Committees, and brings deep experience in maritime, tourism, and human capital leadership; she is a Member of the Order of Australia and recipient of the Centenary Medal . The Boards have affirmed her independence and disclosed that all directors attended over 75% of fiscal 2024 meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Korn Ferry Australasia | Non-Executive Chair; Executive Chair | 2019; 2011–2019 | Led leadership/talent firm; insights into global succession and human capital |
| Tourism & Transport Forum Australia | Chair | 2015–2018 | Industry advocacy; marketing and transport policy exposure |
| Carnival Australia (division of Carnival plc) | Executive Chair | 2006–2013 | Regional cruise leadership; industry operations experience |
| Business Council of Australia | Chief Executive | 2001–2011 | National business leadership; media/marketing understanding |
| State Chamber of Commerce | Chief Executive | 1995–2001 | Business representation; policy engagement |
| Sydney City Council | Chief Executive | 1992–1995 | City administration; governance experience |
| Victorian Tourism Commission | Chair & CEO | 1989–1992 | Tourism strategy; sector expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Star Entertainment Group Limited | Non-Executive Director | 2012–2022 | Prior public company board; no current public boards disclosed |
Board Governance
- Committee assignments: HESS; N&G .
- Committee responsibilities:
- HESS: Oversees HESS and sustainability policies, risk management, and Incident Analysis Group; FY2024 meetings: 4; all members independent .
- N&G: Director/committee nominations, board composition, evaluations, overboarding policy oversight, CEO/board succession; FY2024 meetings: 4; all members independent .
- Independence and attendance: Boards disclose 10 of 12 current directors independent; all directors attended over 75% of fiscal 2024 meetings .
- Overboarding: Policy limits to max 4 public boards (CUK/CCL counted as one); disclosed that all directors are compliant .
Fixed Compensation
| Component | Policy Detail | 2024 Actual for Lahey ($) |
|---|---|---|
| Annual cash retainer | $110,000 retainer for non-exec directors | 125,000 (Fees Earned/Paid in Cash) |
| Committee chair fee | $30,000 per committee chair (added Q2 2024) | — |
| Committee member fee | $10,000 per committee membership (added Q2 2024) | Included in total fees above |
| Benefits | Product familiarization cruises at fixed daily rates; formal cap $100,000; valued at incremental cost | None disclosed for Lahey in 2024; 2023 spouse cruise incremental cost $105 |
Notes: Non-exec fees are paid quarterly and may be prorated; members employed by the company do not receive board fees .
Performance Compensation
Non-executive director equity is designed without performance conditions to preserve independence; current practice uses time-based restricted shares with three-year restriction (vesting not forfeited after ≥1 year of service) .
| Equity Element | Grant Date | Shares Granted | Grant Value/Fair Value | Vesting/Restrictions |
|---|---|---|---|---|
| Annual restricted share grant | Apr 8, 2024 | 12,141 shares | $195,000 grant value; ASC 718 fair value $190,128 | Restrictions lapse Apr 21, 2027; not forfeited if director served ≥1 year |
| Options | N/A | 0 | 0 | Company does not grant options to directors in 2024 |
Other Directorships & Interlocks
| Company | Relationship to CUK | Role | Potential Interlock/Conflict |
|---|---|---|---|
| The Star Entertainment Group Limited | Unrelated (casino/leisure) | Prior NED (2012–2022) | No disclosed interlock with CUK suppliers/customers/competitors |
Expertise & Qualifications
- Maritime, travel, tourism, leisure and hospitality sector leadership enhances strategic oversight .
- Human capital, succession planning, and talent acquisition expertise from Korn Ferry leadership .
- Media/marketing understanding via Business Council of Australia and other roles .
- Industry recognition: Member of the Order of Australia (2013); Centenary Medal (2003) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership – Carnival Corporation common stock | 66,639 shares | As of Jan 13, 2025; <1% |
| Restricted shares outstanding (unvested) | 40,338 shares | As of Nov 30, 2024 |
| Shares acquired on vesting in FY2024 | 6,804 shares | Time-based restricted shares |
| Ownership guideline | ≥5x annual cash retainer | Non-exec directors required; compliance affirmed, with exceptions only for new directors within 5 years accumulation window |
Governance Assessment
- Alignment: Equity-based pay (time-restricted stock) aligns director incentives with shareholder value while preserving independence (no performance conditions, no options) .
- Engagement: Committee participation in HESS and N&G with 4 meetings each in FY2024; Boards disclose all directors attended >75% of meetings, supporting engagement .
- Independence & Overboarding: Independence affirmed; overboarding policy in place and compliance indicated .
- Compensation structure: 2024 cash fees of $125,000 and equity grant valued at $190,128; non-exec compensation reviewed against peers with no 2025 pay changes recommended; restricted share grants to shift to unrestricted shares beginning in 2025 (with possible 1-year vest for <1-year service) .
- Potential conflicts: Related-party transaction review protocols are robust (Boards approve/ratify >$100k; SEC disclosure threshold $120k); no specific related-party transactions naming Lahey are present in the provided excerpts. Product familiarization cruise benefits are capped and priced at incremental cost to mitigate perquisite risk .
Board Governance (detail)
| Committee | FY2024 Meetings | Membership | Key Responsibilities |
|---|---|---|---|
| HESS | 4 | Lahey is a member; all members independent | Oversees HESS/sustainability programs, reporting, risk management, Incident Analysis Group |
| N&G | 4 | Lahey is a member; all members independent | Board/committee composition, nominations, evaluations, overboarding compliance, orientation/education; succession planning |
Director Compensation (FY2024 detail)
| Category | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 125,000 |
| Stock Grants (ASC 718 fair value) | 190,128 |
| All Other Compensation | — (none disclosed for 2024) |
| Total | 315,128 |
RED FLAGS and Risk Indicators
- None explicitly disclosed for Lahey in the proxy excerpts reviewed: no related-party transactions, no hedging/short sales, no option repricing; the company’s policies prohibit short sales/short-term hedging and option repricing broadly .
- Historical executive role at Carnival Australia (ended 2013) noted; Boards affirm current independence and committee service .
Notes on Shareholder Oversight and Policies
- Stock ownership policy for directors (≥5x cash retainer) and compliance affirmed; deemed compliant if price declines after achieving target, provided no disposals below target .
- Non-exec pay benchmarking performed in 2024; no material changes anticipated for 2025 fees; equity grant practice evolving in 2025 to unrestricted shares for non-execs .
- DLC governance framework and annual evaluations; tri-annual external governance assessment to support board effectiveness .
Overall: Lahey’s committee roles (HESS, N&G), independence, and compliance with ownership/overboarding standards indicate constructive governance alignment for CUK/CCL. Her human capital and tourism background are relevant to HESS oversight and board refreshment, with no disclosed conflicts in the provided materials .