Laura Weil
About Laura Weil
Laura Weil, age 68, is an independent director of Carnival Corporation & plc (CUK) since 2007 and currently chairs the Audit Committees; she also serves on the Compensation and Compliance Committees . Her background spans over 25 years in executive and operating roles with emphasis on digital transformation, e-commerce, cybersecurity, and finance, aligning with Audit oversight and technology risk competencies; she is designated an “audit committee financial expert” and has “recent and relevant financial experience” under the UK Code .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Village Lane Advisory LLC | Founder & Managing Partner | 2015–present | Advises retailers/PE firms on strategy; digital and e-commerce expertise |
| New York & Company, Inc. | EVP & COO | 2012–2014 | Led operations/transformation initiatives |
| Ashley Stewart LLC | CEO | 2010–2011 | Turnaround leadership in apparel retail |
| Urban Brands, Inc. | CEO | 2009–2010 | Operational transformation |
| AnnTaylor Stores Corp. | COO & SEVP | 2005–2006 | Enterprise operations and technology initiatives |
| American Eagle Outfitters, Inc. | CFO & EVP | 1995–2005 | Built finance acumen; public-company reporting discipline |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Global Fashion Group, S.A. | Director | 2019–present | Current public-company directorship |
| Pearl Holdings Acquisition Corp. | Director | 2021–present | SPAC board service |
| Christopher & Banks Corporation | Director | 2016–2019 | Prior public-company board |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member), Compliance (Member) .
- FY2024 committee meeting cadence: Audit (8), Compensation (6), Compliance (4); meetings were “attended by all members then serving,” indicating full engagement during FY2024 .
- Independence: the Boards classify Laura Weil as independent; Audit members are independent and financial experts under SEC rules and have recent/relevant experience under the UK Code .
- Overboarding policy: CUK limits directors to a maximum of four public boards; all current directors are compliant—Weil serves CUK plus two other boards (3 total), within limits .
- Overall attendance: “All Directors attended over 75% of fiscal 2024 meetings,” consistent with strong board effectiveness .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $155,000 | Actual fees earned; reflects base retainer plus committee roles (member retainer introduced Q2’24, driving proration) |
| Stock grants (ASC 718 value) | $190,128 | 12,141 restricted shares granted on 4/8/2024; ASC 718 uses $15.66 grant-date close |
| All other compensation | — | Non-executive directors’ other benefits <$10,000; none disclosed for Weil |
| Total | $345,128 | Sum of cash and equity grant value |
Director fee structure (policy, FY2024):
| Policy Element | Amount (USD) | Timing/Notes |
|---|---|---|
| Annual cash retainer (Non-Exec Director) | $110,000 | Paid quarterly |
| Committee Chair retainer | $30,000 | Per committee; Audit Chair eligible |
| Committee Member retainer | $10,000 | Per committee; effective Q2’24 |
| Presiding Director/Senior Independent | $50,000 | Not applicable to Weil |
Performance Compensation
Directors do not receive performance-based incentives; annual equity is service-based restricted stock (no performance conditions) with release in April 2027 and non-forfeitable after at least one year of board service.
| Equity/Metric | Grant Date | Shares | Valuation Basis | Vesting/Release | Performance Conditions |
|---|---|---|---|---|---|
| Annual Restricted Stock | 4/8/2024 | 12,141 | ASC 718 grant-date close $15.66; board grant value $195,000 based on 10-day average $16.06 | Restrictions lapse 4/21/2027; non-forfeitable after one year of director service | None (service-based only) |
Clawbacks and trading restrictions:
- Company maintains robust clawback policies (executive program highlight) and a Securities Trading Policy governing directors and officers; prohibits certain trading practices and is filed with the 10‑K .
Other Directorships & Interlocks
| Company | Relationship to CUK | Potential Interlocks/Conflicts |
|---|---|---|
| Global Fashion Group, S.A.; Pearl Holdings Acquisition Corp. | Unrelated sectors (retail/e-commerce; SPAC) | No related-party transactions involving Weil disclosed in the proxy; CUK reviews/approves related-person transactions and discloses those >$120,000—none listed for Weil . |
Expertise & Qualifications
- Digital transformation and e-commerce operating experience enhances oversight of go-to-market strategy and technology initiatives .
- Cybersecurity and technology initiative management in prior roles supports Audit’s risk oversight across IT and cyber domains .
- Deep finance background as public-company CFO and investment banker strengthens financial reporting and controls oversight .
Equity Ownership
| Ownership Detail | Amount | As-of / Notes |
|---|---|---|
| Beneficial ownership (Carnival Corporation common stock) | 113,405 shares | As of Jan 13, 2025; 0 Carnival plc ordinary shares |
| Restricted shares outstanding | 40,338 | As of Nov 30, 2024 |
| Shares acquired on vesting (FY2024) | 6,804 | Reflects director equity releases |
| Stock ownership guideline | 5× cash retainer | Non-Exec Directors; compliance achieved (all directors compliant except new entrant in accumulation period) |
No stock options are held by directors; equity compensation is via restricted shares . The Securities Trading Policy applies to directors (purchases, sales, dispositions) and is designed to promote compliance with insider trading laws in the U.S. and UK .
Governance Assessment
- Board effectiveness: Weil’s Audit Chair role, independence, and financial expertise align strongly with CUK’s risk, financial reporting, and cybersecurity oversight needs; committee meeting attendance was complete among members, evidencing engagement .
- Alignment: Significant beneficial ownership and ongoing restricted share holdings, coupled with a 5× retainer ownership guideline, support shareholder alignment without options-driven risk-taking .
- Compensation structure: Cash fees plus service-based equity (no performance metrics) are standard for non-executive directors and avoid pay-for-performance distortions at the board level; fee proration reflects Q2’24 changes in committee member retainers .
- Independence & conflicts: No related-person transactions involving Weil are disclosed; external board commitments remain within CUK’s overboarding limits .
RED FLAGS: None disclosed regarding related-party transactions, pledging, hedging, attendance shortfalls, or option repricing; directors attended >75% of FY2024 meetings and Weil’s committees reported full attendance by members then serving .