CARNIVAL CORP (CCL)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
CARNIVAL CORP · Meeting: April 17, 2026
Directors FOR
10
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Re-Election of 11 Directors
Against Analysis
Connors currently sits on four public company boards (Carnival Corp/plc counted as one, ConocoPhillips, Otis Worldwide, and Zebra Technologies), which equals the maximum under the company's own overboarding policy and meets our policy's threshold of 4 or more seats triggering a No vote; while the company states all directors are compliant with its own policy, our independent policy counts Carnival Corp/plc as one seat and finds she holds exactly four, which triggers the overboarding flag.
For Analysis
CCL's 3-year total return of +172.8% outpaces the disclosed peer group median by +103.0pp, well above the 50pp trigger threshold for strong-positive TSR; no overboarding, attendance, or independence concerns apply to the non-executive Chair.
Strong stock outperformance vs. peers clears the TSR trigger; Band holds no other current public company board seats and attended over 75% of meetings.
TSR trigger does not apply; Cahilly holds one additional public company board seat (Corsair Gaming), well within the four-board limit, and brings relevant finance and technology expertise.
No overboarding concern (no other current public company board seats), attended over 75% of meetings, and TSR trigger does not apply.
Holds one additional public company board seat (Bank OZK), well within the four-board limit; TSR trigger does not apply and no other negative flags.
No other current public company board seats, attended over 75% of meetings, and TSR outperformance clears all triggers.
No other current public company board seats, strong long tenure paired with strong 3-year TSR outperformance, and no attendance or independence concerns.
Holds two other public company board seats (Global Fashion Group and Pearl Holdings Acquisition Corp), within the four-board limit; TSR trigger does not apply and she is designated an audit committee financial expert.
As CEO and executive director, Weinstein is subject to the same TSR trigger as all other directors; CCL's 3-year return of +172.8% outperforms the peer median by +103.0pp, well above the 50pp threshold, so the trigger does not fire; he holds one outside public company board seat (Chipotle, joined November 2025), which is within limits for a sitting CEO.
Holds three additional public company board seats (Corsair Gaming, MP Materials, Valero Energy), reaching four total including CCL — which equals the maximum; however, the company's own overboarding policy explicitly sets four as the limit and states all directors are compliant, and the policy trigger requires '4 or more' seats, meaning exactly four does not exceed the threshold; TSR trigger does not apply.
The 11-director slate is broadly supported given CCL's exceptional 3-year total return of +172.8%, which outperforms the disclosed peer group median by +103pp and easily clears all TSR trigger thresholds. One AGAINST vote is flagged for Nelda Connors due to overboarding — she currently sits on four public company boards simultaneously (Carnival Corp/plc, ConocoPhillips, Otis Worldwide, and Zebra Technologies), meeting our policy's threshold of four or more seats. All other directors pass the overboarding, attendance, independence, and TSR screens.
Say on Pay
✓ FORCEO
Josh Weinstein
Total Comp
$18,887,776
Prior Support
N/A
CEO Josh Weinstein received total compensation of approximately $18.9 million, which is within a reasonable range for a Consumer Cyclical company of CCL's ~$35 billion market cap delivering record revenues of $26.6 billion and all-time high operating income; the compensation structure is appropriately weighted toward variable pay, with approximately 60% in long-term equity grants and 40% in salary and bonus, meeting the policy's 50-60% variable pay threshold. The company's 3-year stock return of +172.8% substantially outperforms peers, confirming that above-benchmark incentive pay is aligned with strong shareholder outcomes; a robust clawback policy compliant with NYSE rules is in place, and performance metrics include both financial targets and environmental/sustainability measures, supporting a FOR vote.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP / Deloitte LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte is a Big 4 firm appropriate for a company of CCL's size and complexity; no auditor fee table was included in the provided filing text so the non-audit fee ratio cannot be calculated, but the absence of disclosed fee data means the non-audit fee trigger cannot fire per policy; auditor tenure is not disclosed in the provided text, so the tenure trigger also cannot fire per policy, and the default is FOR.
Overall Assessment
CCL's 2026 annual ballot is largely straightforward — the company's exceptional 3-year total return of +172.8% outperforms its disclosed peer group by over 100 percentage points, clearing all TSR triggers for the director slate, and the pay program reflects a strong pay-for-performance alignment with robust variable pay weighting and a meaningful clawback policy. The sole AGAINST vote is for director Nelda Connors due to simultaneous service on four public company boards, which meets the overboarding threshold under our policy.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing