Stuart Subotnick
About Stuart Subotnick
Independent non-executive director; age 83; director since 1987 at Carnival Corporation and since 2003 at Carnival plc. President & CEO of Metromedia Company with deep experience in financing, investing, corporate transactions, and building public/private companies; currently chairs the Nominating & Governance Committee and serves on Audit and Compliance, with full FY2024 committee attendance documented. Board independence affirmed; all directors attended over 75% of FY2024 meetings; Subotnick is in compliance with director stock ownership guidelines (≥5x cash retainer).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Metromedia Company | President & Chief Executive Officer | 2010–present | Led diversified media/marketing conglomerate; expertise in financing and transactions supports board oversight of strategy and capital allocation. |
| Metromedia Company | General Partner & Executive Vice President | 1986–2010 | Governance, talent development, succession insights from decades in senior leadership. |
| Multiple companies (e.g., Metromedia International Group, Orion Pictures, AboveNet, Big City Radio) | Helped establish, acquire, take public, and operate | Various | Experience scaling companies domestically and internationally; adds market, transaction, and governance perspective. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AboveNet, Inc. | Director (prior public company board) | 1997–2012 | No current public company boards. |
Board Governance
| Item | Details |
|---|---|
| Independence status | Independent Non-Executive Director. |
| Board tenure | Carnival Corporation since 1987; Carnival plc since 2003. |
| Committee assignments | Chair: Nominating & Governance (N&G); Member: Audit; Member: Compliance. |
| Committee meeting counts (FY2024) | Audit: 8 meetings (all members attended) ; N&G: 4 meetings (all members attended except Mr. Weisenburger; Subotnick attended) ; Compliance: 4 meetings (committee responsibilities and independence confirmed) . |
| Attendance | All directors attended over 75% of fiscal 2024 meetings; Subotnick had full attendance at Audit and N&G. |
| Lead/Senior Independent Director | Role exists and is distinct (presiding director/SID); not held by Subotnick. |
| Shareholder engagement | Independent directors participate selectively in engagement; board refreshment and skills matrix highlighted. |
Fixed Compensation
| Component | 2023 ($000) | 2024 ($000) | Notes |
|---|---|---|---|
| Annual cash retainer | 110 | 110 | Non-Exec retainer. |
| Committee chair fees | — | 30 | Per committee chair; N&G Chair applies. |
| Committee member fees | — | 10 | Per committee membership, introduced Q2 2024. |
| Reported fees (Subotnick) | 140 | 155 | As disclosed in remuneration report. |
Policy caps: NED cash retainer capped at $300k per individual (may be doubled for non-exec chair); first increase to the cap since 2017.
Performance Compensation
| Grant Element | Grant Date | Shares (#) | Grant Value ($) | Vesting/Restriction | Performance Conditions |
|---|---|---|---|---|---|
| Annual restricted share grant (NEDs) | Apr 8, 2024 | 12,141 | 195,000 | Released from restriction in April 2027; not forfeitable after ≥1 year of service. | None (maintain director independence). |
| Policy change (from 2025) | — | — | — | Shift to unrestricted shares; may include 1-year vesting for NEDs with <1 year service. | None. |
Timing: No stock options or similar appreciation awards granted in FY2024; none planned for executives or non-executive directors.
Other Directorships & Interlocks
| Type | Details |
|---|---|
| Current public company boards | None. |
| Prior public company boards | AboveNet, Inc. (1997–2012). |
| Interlocks/overboarding | Overboarding policy limits enforced; all directors compliant; no compensation committee interlocks reported for FY2024. |
Expertise & Qualifications
- Financing, investing, and corporate transaction expertise strengthens oversight of financial performance and capital allocation.
- Governance, talent development, and succession planning experience from establishing/scaling multiple companies.
- Long-tenured knowledge of Carnival’s dual-listed governance and committee processes as N&G Chair.
Equity Ownership
| Measure | Nov 30, 2023 | Nov 30, 2024 | As of Jan 13, 2025 | Notes |
|---|---|---|---|---|
| Beneficial ownership – Carnival Corporation common stock | 102,067 | 114,208 | 114,208 (percentage marked ***) | *** indicates below reporting threshold (less than 1%). |
| Beneficial ownership – Carnival plc ordinary shares | 0 | 0 | 0 | Paired voting structure on CCL trust shares noted in proxy. |
| Unvested restricted shares outstanding | — | 40,338 | 40,338 | Director restricted shares subject to service conditions; not performance-based. |
| Ownership guideline compliance | — | Compliant (≥5x cash retainer) | Compliant | All NEDs compliant or within initial accumulation period (Ms. Connors). |
Governance Assessment
- Strengths
- Chair of N&G with full FY2024 attendance; active in board evaluations, succession planning, and governance guideline oversight (including overboarding).
- Audit committee membership with full FY2024 attendance; board determined audit members are independent and “audit committee financial experts.”
- Alignment through meaningful equity grants and adherence to ownership policy; no options or hedging/short-sale practices; clawbacks and robust ethics/compliance framework apply at company level.
- Potential investor focus points
- Very long board tenure (since 1987/2003) and age (83) may prompt refresh/independence scrutiny; mitigated by periodic third-party board effectiveness assessments and ongoing refresh (5 new directors since 2019).
- No related-party transactions disclosed involving Subotnick; company operates formal review/approval for related persons; transactions disclosed involve the Chair, not Subotnick.
RED FLAGS
- None disclosed specific to Subotnick (no related-party transactions; meets attendance and ownership requirements).
Appendix: Non-Executive Director Compensation Structure (Context)
- Annual cash retainer: $110,000; additional retainers: $30,000 per committee chair; $10,000 per committee membership (introduced Q2 2024); Presiding Director/Senior Independent Director additional $50,000.
- Reported totals for Subotnick (per remuneration table): Fees $155k (2024) vs $140k (2023); Restricted stock $190k (2024) vs $175k (2023); Total $245k (2024) vs $315k (2023).
Policies for NEDs include product familiarization cruise discounts and stock ownership requirements (≥5x cash retainer, compliance within 5 years for new directors).