Randy Weisenburger
About Randy Weisenburger
Randy Weisenburger (age 66) is an independent director of Carnival Corporation & plc, serving since 2009 on both boards; he is the Presiding Director and Senior Independent Director, and the designated Non‑Executive Director for workforce engagement since 2020 . His background includes Executive Vice President & CFO of Omnicom Group (1998–2014), founding member and CEO of Wasserstein & Co. (1988–1998), and Managing Member of Mile 26 Capital LLC (2014–present), bringing deep finance, investing, and global operational expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mile 26 Capital LLC | Managing Member | 2014–present | Private investment leadership; finance/investing expertise |
| Omnicom Group Inc. | EVP & Chief Financial Officer | 1998–2014 | Global operating/marketing exposure; compensation, succession experience |
| Wasserstein Perella / Wasserstein & Co. | Founding Member; CEO of merchant banking subsidiary | 1988–1998 | M&A, merchant banking; executive leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Corsair Gaming, Inc. | Director | 2020–present | Public company directorship |
| MP Materials Corp | Director | 2020–present | Public company directorship |
| Valero Energy Corporation | Director | 2011–present | Public company directorship |
Board Governance
- Presiding Director & Senior Independent Director: Leads quarterly executive sessions of independent directors, serves as principal liaison to NEDs, and reviews/approves board agendas and schedules .
- Committees: Chair—Compensation; Member—Compliance, Health, Environmental, Safety & Security (HESS), and Nominating & Governance (N&G) .
- Attendance/engagement: In FY2024, each board held 5 meetings; all directors attended at least 75% of board and applicable committee meetings and attended the 2024 annual meetings; plc Board reports all meetings attended by all directors then serving .
- Workforce engagement: Designated NED for workforce engagement since 2020, supporting strategy, succession, talent development, and executive compensation oversight .
- Committee activity: FY2024 meetings—Audit (8), HESS (4), N&G (4); Weisenburger is a member of HESS and N&G .
- Overboarding controls: Chair and Senior Independent Director must approve any additional directorships; all directors were compliant with overboarding policy in FY2024 .
Fixed Compensation
| Component | FY2024 Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Non‑Executive Director base cash retainer |
| Presiding Director retainer | $50,000 | Increased from $25,000 in 2023; effective Q2 2024 |
| Committee chair fee | $30,000 per committee | For each chair role; Weisenburger chairs Compensation |
| Committee member fee | $10,000 per committee | Introduced effective Q2 2024; applies per committee served |
| Fees earned (actual) | $206,250 | Weisenburger FY2024 cash fees |
| Other compensation | <$10,000 | Non‑Executive Director benefits total value per director was less than $10,000 |
No meeting fees; retainers paid quarterly and prorated; unearned portions forfeited upon termination .
Performance Compensation
| Equity Award | Grant Date | Shares (#) | Grant Value Basis | ASC 718 Grant-Date Value | Vest/Release | Notes |
|---|---|---|---|---|---|---|
| Restricted shares | Apr 8, 2024 | 12,141 | $195,000 at $16.06 10‑day avg | $190,128 at $15.66 close | Apr 21, 2027 | Service-based; not forfeited after ≥1 year service; same dividend rights; no options outstanding |
| Policy change (2025) | 2025 | — | — | — | — | Boards intend to grant unrestricted shares beginning in 2025 (one‑year vesting may apply for NEDs <1 year service) |
| Performance Metric | Applies to NED equity? | Detail |
|---|---|---|
| Financial/TSR/ESG metrics | No | NED awards are time‑based; FY2024 grants vest on service schedule; no performance metrics disclosed for NED grants |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Corsair Gaming, Inc.; MP Materials Corp; Valero Energy Corp | Outside public company boards | Additional commitments overseen under overboarding policy; consent required for new commitments; all directors compliant in FY2024 |
- Compensation consultant independence: Compensation Committees retained FW Cook and FIT Remuneration Consultants; advisors provide no other services and are reviewed for independence; FY2024 fees—FW Cook $311,716; FIT $21,149 .
Expertise & Qualifications
- Executive finance and investing expertise (Omnicom CFO; Mile 26 Capital); global regulatory/compliance experience; compensation and succession planning background; advertising/marketing understanding relevant to brand-driven cruise operations .
- Elected as Presiding Director/Senior Independent Director based on prior board leadership experience and committee service .
Equity Ownership
| Measure | Amount | Date/Scope | Notes |
|---|---|---|---|
| Beneficial ownership (CCL common) | 1,351,747 shares | As of Jan 13, 2025 | Less than 1% of outstanding; includes 961,238 shares held by Mile 26 Capital LLC |
| Restricted shares held | 40,338 shares | As of Nov 30, 2024 | Current unvested time‑based grants count toward ownership guidelines |
| Ownership guideline | 5x cash retainer | Policy for Non‑Executive Directors | All NEDs serving in FY2024 in compliance or within initial 5‑year period |
Governance Assessment
- Board effectiveness: As Senior Independent Director and Compensation Chair, Weisenburger strengthens independent oversight, agenda setting, and executive session leadership—positive signals for investor confidence .
- Independence & attendance: Determined independent; boards reported strong attendance (≥75% of meetings; plc board—all meetings attended) and regular executive sessions—supports robust oversight .
- Pay structure and alignment: Balanced cash/equity (FY2024: cash fees $206,250; equity $190,128; total $396,378), strong stock ownership (1.35M shares; restricted holdings) and guideline compliance—aligns interests with shareholders .
- Compensation committee process: Use of independent advisors with disclosed fees and periodic independence reviews reduces consultant conflict risk .
- Shareholder votes (signal): 2025 re‑election received 691,859,561 “For,” 99,773,063 “Against,” 2,420,262 “Abstain” (broker non‑votes 173,203,284); say‑on‑pay and plc remuneration items were approved—overall support with a notable dissent level on his re‑election to monitor .
Red Flags to monitor
- Elevated “Against” votes on his 2025 re‑election (≈100M) vs peers—track future shareholder feedback and engagement .
- No explicit disclosure of share pledging/hedging or related-party transactions tied to Weisenburger; continue monitoring “Related Person Transactions” and securities trading policy disclosures for changes .
Overall implication: Weisenburger’s finance/investing expertise, senior independent leadership, and compensation oversight support governance quality at CUK. Ownership alignment and independent committee process are positives, while the 2025 “Against” vote magnitude warrants continued engagement tracking .