Nelda Connors
About Nelda J. Connors
Nelda J. Connors (age 59) is an independent director of Carnival Corporation & plc, having joined the Boards effective April 5, 2024; she serves on the Health, Environmental, Safety and Security (HESS) Committee . She is Chair & CEO of Pine Grove Holdings (since 2011), and previously served as CEO of Atkore International (2008–2011) and as a Vice President at Eaton (2002–2008), bringing deep operating, regulatory, risk and financial oversight experience to the Boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pine Grove Holdings, LLC | Chair and Chief Executive Officer | 2011–present | Leads independent investment firm; financial and strategic oversight |
| Atkore International Inc. | President and Chief Executive Officer | 2008–2011 | Public company CEO experience; industrial operations leadership |
| Eaton Corporation | Vice President | 2002–2008 | Global operations and supply chain in electrical/automotive |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| ConocoPhillips | Director | Sep 2024–present | Appointment approved by Chair and Senior Independent Director; compliant with overboarding policy |
| Otis Worldwide Corporation | Director | 2022–present | Public company board service |
| Zebra Technologies Corporation | Director | 2022–present | Public company board service |
Prior public company boards: Baker Hughes (2020–May 2024), Boston Scientific (2009–May 2024), BorgWarner (2020–2022), EnerSys (2017–2021), Delphi Technologies (2017–2020), CNH Industrial (2020), Echo Global Logistics (2013–2020) .
Board Governance
- Independence: Identified as INDEPENDENT for both Carnival Corporation and Carnival plc .
- Committee assignments (as of Jan 27, 2025): HESS Committee member .
- HESS Committee independence and activity: All HESS members are independent; HESS met 4 times in FY2024 .
- Attendance and engagement: All Directors attended over 75% of fiscal 2024 meetings ; all Board meetings in FY2024 were attended by all Directors then serving .
| Committee | Role | Independence | FY2024 Meetings |
|---|---|---|---|
| HESS | Member | Board-determined independent | 4 |
HESS scope includes oversight of HESS and sustainability policies and compliance, sustainability reporting, significant HESS risk oversight, and functional oversight of the Incident Analysis Group (IAG) .
Fixed Compensation
Program structure (FY2024):
- Annual cash retainer for Non-Executive Directors: $110,000; Presiding Director additional $50,000; Committee Chair $30,000; Committee Member $10,000 (committee member retainer introduced in Q2 2024) .
- Directors receive annual restricted share grants under the 2020 Stock Plan; no retirement benefits; perqs generally de minimis for Non-Executive Directors .
FY2024 actual compensation (Connors):
| Component | FY2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $78,479 |
| Stock Grants (grant-date fair value per ASC 718) | $190,128 |
| All Other Compensation | $0 |
| Total | $268,607 |
- Equity/cash mix signal: Equity $190,128 vs cash $78,479 (≈71% equity, 29% cash) based on the above figures .
- Non-Executive Director benefits were each under $10,000 in FY2024 (per proxy disclosure) .
Comparative disclosure (Remuneration Report format):
| Year | Fees ($000) | Restricted Stock ($000) | Total ($000) |
|---|---|---|---|
| 2024 | 78 | 190 | 268 |
| 2023 | N/A | N/A | N/A (joined April 2024) |
Performance Compensation
Director equity is time-based (no performance metrics); no stock options outstanding for Directors .
| Grant Date | Instrument | Shares | Grant Value (ASC 718) | Pricing Basis | Vest/Release | Vest Conditions |
|---|---|---|---|---|---|---|
| Apr 8, 2024 | Restricted Shares (CCL) | 12,141 | $190,128 | Grant-date close $15.66 (board target value $195,000 using 10-day avg $16.06) | Apr 21, 2027 | Service-based; not forfeitable after ≥1 year of service; death/disability accelerate |
Other Directorships & Interlocks
| Organization | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| ConocoPhillips | Public | Director | Board approved and compliant with overboarding policy; no board-flagged conflict disclosed . |
| Otis Worldwide | Public | Director | None disclosed in proxy . |
| Zebra Technologies | Public | Director | None disclosed in proxy . |
The Boards maintain procedures to identify/manage director conflicts annually (questionnaires and reporting) .
Expertise & Qualifications
- Over 25 years of senior executive experience across regulated, complex industrial markets (strategy, risk, regulatory, HESS, operations) .
- Strong financial acumen from investment leadership and public company executive roles; governance, strategy/risk, and human capital oversight via significant public board service (including committee leadership) .
Equity Ownership
Ownership guidelines and status:
- Stock ownership policy for Non-Executive Directors: 5x cash retainer; new directors have 5 years to comply. Each Director serving in FY2024 complied, with Ms. Connors deemed in compliance by virtue of being within the initial five-year accumulation period .
Beneficial ownership and unvested shares:
| As-of Date | Beneficial Ownership (CCL common) | % of CCL | Unvested Restricted Shares |
|---|---|---|---|
| Jan 13, 2025 | 12,141 shares | <1% (denoted ***) | — |
| Nov 30, 2024 | — | — | 12,141 (grants without performance conditions) |
Trading and alignment policies:
- Hedging/derivatives: Directors are prohibited from engaging in hedging (e.g., forwards, collars, swaps) and from buying/selling exchange-traded options on CCL/Carnival plc shares .
- Pledging: Directors may pledge shares (including in margin accounts), with warnings regarding legal and disclosure implications; long-term hedging is not permitted for Directors .
Product familiarization (perquisite policy): Directors may take cruises at specified reduced fares for product familiarization; other related charges are the Director’s responsibility .
Governance Assessment
- Board effectiveness and independence: Newly appointed independent director with relevant HESS/regulatory/operations expertise; serves on HESS where all members are independent; committee met four times in FY2024 .
- Attendance and engagement: Board disclosed all Directors exceeded 75% attendance; Board meetings were fully attended by Directors then serving, supporting engagement .
- Ownership alignment: Time-based equity grant (12,141 shares) with three-year restriction to April 2027; subject to 5x retainer ownership guideline with a five-year compliance window (Connors within initial period) .
- Compensation structure: Standard Non-Executive mix with cash retainer plus time-vested equity; no options; committee retainers introduced Q2 2024; 2024 pay for Ms. Connors skewed to equity (~$190k equity vs ~$78k cash) which supports alignment but is not performance-conditioned .
- Conflicts and overboarding: Boards operate formal conflict procedures; Ms. Connors’ September 2024 ConocoPhillips appointment was approved and complies with overboarding policy—no specific related-person transaction disclosures regarding Ms. Connors were flagged in the proxy .
- Risk indicators: Hedging by Directors prohibited; pledging permitted under policy (watch item generally, though no director-specific pledging footnote was noted for Ms. Connors in the beneficial ownership table) .
Overall signal: A recent addition with strong industrial, safety, and risk credentials placed on HESS; equity alignment via restricted stock; governance controls (conflict procedures, attendance, ownership policy) appear robust, with monitoring warranted for any potential interlocks as external board portfolio evolves .
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