Micky Arison
About Micky Arison
Micky Arison (age 75) is Chair of the Boards of Carnival Corporation (since 1990) and Carnival plc (since 2003), and previously served as CEO of Carnival Corporation from 1979–2013 and CEO of Carnival plc from 2003–2013. He has decades of leadership in shipbuilding, financing, risk management, marketing, and HESS oversight; the proxy lists him with no committee memberships and without an “Independent” designation, while the Boards report that 10 of 12 current Directors are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carnival Corporation | Chair of the Board | 1990–present | Led development and evolution of corporate governance practices |
| Carnival plc | Chair of the Board | 2003–present | Separate Chair/CEO structure; annual evaluation by Non-Executive Directors |
| Carnival Corporation (formerly Carnival Cruise Lines) | Chief Executive Officer | 1979–2013 | Built comprehensive understanding of strategy, operations, and maritime industry |
| Carnival plc | Chief Executive Officer | 2003–2013 | Oversight of shipbuilding and global operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FBA II, Inc. (general partner of Miami Heat Limited Partnership) | Chair, President, indirect majority shareholder | Current as of proxy | Miami Heat sponsorship amended 2021 and 2023; jersey patch rights granted for one year |
| Basketball Properties, Inc. (general partner of Basketball Properties, Ltd.) | Indirect shareholder | Current as of proxy | Manager/operator of Kaseya Center; counterpart in advertising agreement |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Not designated “Independent” in proxy; Boards state 10 of 12 current Directors are independent |
| Committee assignments | None |
| Board meeting attendance | All Directors attended over 75% of fiscal 2024 meetings |
| Years of service | Carnival Corporation Director since 1987; Carnival plc Director since 2003 |
| Leadership structure | Separate CEO and Chair roles; Senior Independent Director in place with defined responsibilities; Chair subject to annual evaluation by Non-Executive Directors |
| Shareholder engagement | Chair participated in select shareholder meetings during fiscal 2024 |
Fixed Compensation
| Category (FY2024) | Amount (USD) |
|---|---|
| Fees Earned | — (no Director fees) |
| Stock Grants | — (no Director stock grants) |
| Private medical insurance | $61,493 |
| Driver and security | $31,373 |
| Automobile lease/allowance | $19,891 |
| Other benefits (repair/expenses, premiums and associated tax gross-up, AD&D/disability/life, spousal meals) | $14,600 |
| Total “All Other Compensation” | $127,357 |
Notes:
- Non-Executive Directors (excluding the executive Chair) received an annual cash retainer of $110,000 in fiscal 2024; plus $50,000 for the Presiding/Senior Independent Director; and $30,000 or $10,000 per committee chair/member respectively (effective 2Q 2024) .
Performance Compensation
| Instrument | Grant Date | Shares | Vesting | Grant Value/Fair Value |
|---|---|---|---|---|
| Director restricted shares (Non-Executive Directors) | Apr 8, 2024 | 12,141 per Non-Executive Director | Apr 21, 2027 (not forfeited after ≥1 year service) | Grant value targeted ~$195,000 (10-day avg $16.06); ASC 718 fair value disclosed using $15.66 |
| Micky Arison (Chair) | N/A | 0 | N/A | N/A |
Notes:
- Beginning in 2025, Boards intend to grant unrestricted shares to Non-Executive Directors (with up to one-year vesting for service <1 year) .
- Company disclosed no stock options/option repricing and does not plan option grants to Directors or Executives; no timing of material non-public information around grants .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Notes |
|---|---|---|---|
| Other public company boards | None | N/A | Proxy explicitly lists none |
| Compensation Committee interlocks | N/A | N/A | Committees comprised of independent Directors; no related person transactions or interlocks disclosed for members (context for board) |
Expertise & Qualifications
- Decades of executive and board leadership yielding deep insight into financing, shipbuilding, risk management, human capital, marketing, and HESS, supporting oversight of strategic priorities and operations .
- Played a critical role in evolving governance practices to enhance strategic oversight as Chair .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership of Carnival Corporation common stock | 85,670,611 shares |
| % of Carnival Corporation common stock | 7.3% |
| Beneficial ownership of Carnival plc ordinary shares | 0 |
| % of Carnival plc ordinary shares | — |
| % of combined voting power (Carnival Corporation & plc) | 6.5% |
Ownership structure detail:
- MA 1994 B Shares, L.P. holds 80,736,445 shares; general partner MA 1994 B Shares, Inc. wholly owned by Nickel 2015-94 B Trust; proxy states Mr. Arison has sole right to vote/direct sale of common stock indirectly held by the trust; additional beneficial interests include 1,683,012 shares via trusts for his children and 3,251,154 shares via grantor-retained annuity trusts .
- “Arison Group” beneficially owns ~7.3% of Carnival Corporation voting power and ~6.5% combined voting power; intends to vote in favor of Proposals 1–20 (contextual governance stance) .
- Stock ownership policy: Executive Directors must meet ownership guidelines; Messrs. Arison and Weinstein were in compliance as of Nov 30, 2024 .
Related-Party Transactions (Conflict Review)
| Counterparty | Nature | Key Terms | FY2024 Payments/Billings |
|---|---|---|---|
| Miami Heat Limited Partnership (MHLP) / Basketball Properties, Ltd. (BPL) | Advertising & promotion (Carnival Cruise Line); jersey patch rights | 2021 amendment extended through 2025; Oct 2023 amendment granted jersey logo patch for one year for additional $2 million | Carnival Cruise Line paid $1,257,000 in FY2024 |
| Ad Astra I, LLC | Aircraft lease | Hourly rent $7,920 plus taxes; market charter rates adjusted for costs borne by Carnival; one-year term auto-renews | Carnival billed Ad Astra $1,048,000 in FY2024 |
| Nickel Cayman Management, LLC | Aircraft services | Annual management fee $162,000; reimburse operating/maintenance/personnel costs; one-year term auto-renews | Paid $162,000 (Service Fee) and reimbursed $2,280,000 (Service Costs) in FY2024 |
Notes:
- Both Ad Astra I, LLC and Nickel Cayman Management, LLC are controlled by a trust of which Mr. Arison is a beneficiary; Boards reviewed and approved/ratified these transactions .
Governance Assessment
- Board leadership and separation: Separate CEO/Chair roles and a Senior Independent Director with defined responsibilities; Chair’s performance subject to annual evaluation by Non-Executive Directors—strong structural checks .
- Independence and attendance: Proxy lists Mr. Arison as Chair without “Independent” designation; all Directors attended >75% of meetings in fiscal 2024—adequate attendance but Chair is not independent .
- Director compensation approach: Executive Chair does not receive Director fees or equity grants; receives defined perquisites; Non-Executive Director pay includes retainers and time-based restricted shares; benchmarking conducted with no 2025–2026 pay changes—transparent and conservative on options/hedging .
- Ownership alignment: Significant beneficial stake (~85.7M shares; 6.5% combined voting power) creates strong alignment but also concentrated influence; Executive stock ownership policy compliance cited for Mr. Arison .
- Related-party exposure: Marketing agreement with MHLP/BPL and aircraft lease/services with entities benefiting Mr. Arison present potential conflicts; Boards’ review/approval mitigates process risk, but economic ties warrant monitoring. RED FLAG: ongoing related-party agreements and payments to entities linked to trusts benefiting Mr. Arison .
- Policies: Securities Trading Policy on directors/executives; compensation policies include robust clawbacks and prohibit short sales/short-term hedging/margin sales; supports investor confidence .