DEF 14A of Carnival Corp Ltd.
Filed Feb 23, 2024 · FY20230001104659-24-026863
Director Nominees at a Glance
Director Nominees at a Glance
Director Nominees at a Glance
| Proxy Summary | | Director Nominees at a Glance |
Director Nominees at a Glance
| Name and Occupation | Age | Independent | Carnival Corporation and Carnival plc Director Since | Committee Memberships | | Micky Arison Chair of the Board of Directors, Carnival Corporation & plc | 74 | | Carnival Corporation: 1987 Carnival plc: 2003 | | | Sir Jonathon Band Former First Sea Lord and Chief of Naval Staff, the British Navy | 74 | | 2010 | HESS (Chair), Compliance, N&G | | Jason Glen Cahilly Chief Executive Officer, Dragon Group LLC | 53 | | 2017 | Audit, Compensation | | Nelda J. Connors Chairwoman and Chief Executive Officer, Pine Grove Holdings, LLC | 58 | | Nominee | N/A | | Helen Deeble Former Chief Executive Officer, P&O Ferries Division Holdings Ltd | 62 | | 2016 | Compensation, HESS | | Jeffrey J. Gearhart Former Executive Vice President, Global Governance and Corporate Secretary, Walmart, Inc. | 59 | | 2020 | Compliance (Chair), HESS | | Katie Lahey Former Chair, Korn Ferry Australasia | 73 | | 2019 | HESS, N&G | | Sara Mathew Former Chair, President and Chief Executive Officer, Dun & Bradstreet Corporation | 68 | | 2022 | Audit | | Stuart Subotnick President and Chief Executive Officer, Metromedia Company | 82 | | Carnival Corporation: 1987 Carnival plc: 2003 | N&G (Chair), Audit, Compliance | | Laura Weil Founder and Managing Partner, Village Lane Advisory LLC | 67 | | 2007 | Audit (Chair), Compensation, Compliance | | Josh Weinstein President, Chief Executive Officer and Chief Climate Officer, Carnival Corporation & plc | 49 | | 2022 | | | Randy Weisenburger Managing Member, Mile 26 Capital LLC | 65 | | 2009 | Compensation (Chair), Compliance, HESS, N&G |
Director Nominees at a Glance
| Proxy Summary | | Executive Compensation Highlights |
2024 Nominees for Election or Re-Election to the Boards
2024 Nominees for Election or Re-Election to the Boards The DLC arrangement requires the Boards of Carnival Corporation and Carnival plc to be identical. Shareholders are required to approve the election or re-election of Directors to each Board. There are 12 nominees for election or re-election to each Board of Directors. Each nominee currently serves as a Director of both companies, and each nominee is standing for re-election, except for Nelda J. Connors, who was recommended as a nominee by the N&G Committees and nominated by the Boards for election at the 2024 Annual Meetings of Shareholders after an extensive selection process involving a third-party search firm. All Board nominees are to be elected or re-elected to serve until the next Annual Meetings of Shareholders or until their successors are elected. All of the nominees have indicated that they will be willing and able to serve as Directors. With respect to each Board nominee set forth below, the information presented includes such person’s age, the year in which such person first became a Director, any other position held with Carnival Corporation and Carnival plc, such person’s principal occupations during at least the past five years, any directorships held by such nominee in public or certain other companies over the past five years, the nominee’s qualifications, including particular areas of expertise, to serve as a Director and the reasons why their contributions are, and continue to be, important to our long-term sustainable success.
2024 Nominees for Election or Re-Election to the Boards
| | Accordingly, the Boards of Directors unanimously recommend a vote FOR the election or re-election of each of the Director nominees. |
2024 Nominees for Election or Re-Election to the Boards
| Governance and Board Matters | | 2024 Nominees for Election or Re-Election to the Boards |
DIRECTOR SKILLS AND QUALIFICATIONS
DIRECTOR SKILLS AND QUALIFICATIONS The N&G Committees endeavor to ensure that our Boards are composed of Directors who collectively bring a wide variety of business backgrounds, experiences, skills and perspectives that provide relevant strategic and operating insight and contribute to the Boards’ ability to effectively oversee our business strategy. The following table describes certain experiences, qualifications and skills that the Boards have identified as important to carrying out our business strategy and allowing the Boards to effectively fulfill their responsibilities. The attribution of skills to Director nominees reflects careful consideration of each nominee’s professional history and experience in the context of relevance to the Boards’ defined set of priority skills and qualifications.
DIRECTOR SKILLS AND QUALIFICATIONS
| Experiences, Competencies & Skills | Director Qualifications for Possessing the Skill | Director Nominees with this Skill | | Travel, Leisure & Hospitality | Experience in relevant industries such as travel, tourism, leisure and hospitality provides a deep understanding of our business strategy, operations and key markets | | | Maritime & HSE | Experience in the maritime industry and relevant health, safety and environment matters, provides a critical understanding of our strategic, operating, health and safety, and environmental sustainability priorities | | | CEO / Senior Leadership | Experience serving as a public company CEO or other senior leadership role can hone skills in core management areas — such as strategic planning, financial reporting, compliance, risk management and leadership development — providing valuable practical understanding of complex organizations | | | International Perspective | Leadership experience in organizations that operate across diverse and evolving political systems, economic conditions, and cultures provides valuable perspectives for oversight of the risks and opportunities within Carnival’s extensive international business operations | | | Finance & Accounting | Expertise in finance, capital markets and financial reporting processes enables our Directors to effectively monitor and assess our operating and strategic performance and capital allocation approach, and ensure accurate financial reporting and robust controls | | | Corporate Governance | Public company board experience provides insight into new and alternative practices which informs our commitment to excellence in corporate governance and helps ensure that the Boards are functioning as an effective and cohesive oversight body with independent perspectives | | | Strategy, Operations & Risk Management | Experience identifying, managing and mitigating key strategic and operational risks — such as competition, regulatory compliance, brand integrity, cybersecurity, human capital and sustainability — promotes effective oversight of our material risks and opportunities and contributes to effective oversight of strategy in a variety of operating environments | | | Media, Marketing & Retail | Experience developing and overseeing media, marketing and retail strategies provides the Boards with valuable insight into how to most impactfully reach consumers and other stakeholders | |
DIRECTOR SKILLS AND QUALIFICATIONS
| Governance and Board Matters | | 2024 Nominees for Election or Re-Election to the Boards |
DIRECTOR SKILLS AND QUALIFICATIONS
| Experiences, Competencies & Skills | Director Qualifications for Possessing the Skill | Director Nominees with this Skill | | Technology & Cybersecurity | Experience understanding and managing information technology and cybersecurity matters is increasingly important to mitigate risks to our business, and helps our team address innovation and competitiveness in a rapidly evolving technological age | | | Government, Legal & Regulatory | Experience in government or legal services allows the Boards to develop their long-term strategies by incorporating current and potential changes in public policy and regulation relevant to Carnival’s business and operations | |
DIRECTOR SKILLS AND QUALIFICATIONS
| Experiences, Qualifications & Skills | Arison | Weinstein | Band | Cahilly | Connors | Deeble | Gearhart | Lahey | Mathew | Subotnick | Weil | Weisenburger | | Travel, Leisure & Hospitality | | | | | | | | | | | | | | Maritime & HSE | | | | | | | | | | | | | | CEO / Senior Leadership | | | | | | | | | | | | | | International Perspective | | | | | | | | | | | | | | Finance & Accounting | | | | | | | | | | | | | | Corporate Governance | | | | | | | | | | | | | | Strategy, Operations & Risk Management | | | | | | | | | | | | | | Media, Marketing & Retail | | | | | | | | | | | | | | Technology & Cybersecurity | | | | | | | | | | | | | | Government, Legal & Regulatory | | | | | | | | | | | | |
DIRECTOR SKILLS AND QUALIFICATIONS
| Governance and Board Matters | | 2024 Nominees for Election or Re-Election to the Boards |
DIRECTOR SKILLS AND QUALIFICATIONS
| MICKY ARISON | | | | AGE 74 | | Carnival Corporation Director since 1987 | | Chair of the Board of Carnival Corporation since 1990 | | Carnival plc Director since 2003 | | Chair of the Board of Carnival plc since 2003 | | COMMITTEES • None |
DIRECTOR SKILLS AND QUALIFICATIONS
| KEY EXPERIENCE AND QUALIFICATIONS • Developed a comprehensive understanding of all aspects of our global business strategy, operations, key markets, regulatory landscape, and the maritime and travel and leisure industries through decades of executive and Board experience, including as our former Chief Executive Officer • Significant leadership experience has given Mr. Arison unique insight into important functions such as our financing, shipbuilding, risk management, human capital management, marketing strategies, and health, safety and environment that are important to enabling successful execution of our strategic priorities and ongoing operations • Played a critical role in the development and evolution of our corporate governance practices to support the most effective oversight of our strategy through tenure as Chair of our Boards CAREER HIGHLIGHTS • Carnival Corporation & plc ◦ Chair of the Board of Directors, Carnival Corporation (1990 to present) ◦ Chair of the Board of Directors, Carnival plc (2003 to present) ◦ CEO, Carnival Corporation (formerly known as Carnival Cruise Lines) (1979 to 2013) ◦ CEO, Carnival plc (2003 to 2013) OTHER PUBLIC COMPANY BOARDS • None |
DIRECTOR SKILLS AND QUALIFICATIONS
| SIR JONATHON BAND | | | | AGE 74 | | INDEPENDENT Carnival Corporation Director since 2010 | | INDEPENDENT Carnival plc Director since 2010 | | COMMITTEES • Compliance • HESS • N&G |
DIRECTOR SKILLS AND QUALIFICATIONS
| KEY EXPERIENCE AND QUALIFICATIONS • Gained substantial experience in maritime and security matters through 42 years of service with the British Navy, contributing to expansive understanding of our global operations, physical and technological security considerations, human capital matters, risk management and regulatory landscape. • Direct experience in the maritime industry and in-depth knowledge of our operations position Sir Jonathon to effectively chair the HESS Committees and provide oversight of sustainability, health and safety risks and compliance with related legal and regulatory requirements • Current and previous experience serving on boards of public companies with international operations provides Sir Jonathon with deep corporate governance experience in a global context CAREER HIGHLIGHTS • The British Navy ◦ First Sea Lord and Chief of Naval Staff, the most senior officer position in the British Navy (2006 to 2009, when he retired) ◦ Admiral and Commander-in-Chief Fleet (2002 to 2006) ◦ Served as a naval officer in increasing positions of authority (1967 to 2002) OTHER PUBLIC COMPANY BOARDS • Harland & Wolff Group Holdings plc (2021 to present) PRIOR COMPANY BOARDS • Survitec Group (2015 to 2019) • Lockheed Martin UK Limited (2010 to 2015) |
DIRECTOR SKILLS AND QUALIFICATIONS
| Governance and Board Matters | | 2024 Nominees for Election or Re-Election to the Boards |
DIRECTOR SKILLS AND QUALIFICATIONS
| JASON GLEN CAHILLY | | | | AGE 53 | | INDEPENDENT Carnival Corporation Director since 2017 | | INDEPENDENT Carnival plc Director since 2017 | | COMMITTEES • Audit • Compensation |
DIRECTOR SKILLS AND QUALIFICATIONS
| KEY EXPERIENCE AND QUALIFICATIONS • Brings over 25 years of experience in senior leadership and public and private company board roles, including as Chief Strategic and Financial Officer of the National Basketball Association (the “NBA”) and as Goldman Sachs’ Global Co-Head of Media and Telecommunications • Direct experience in global media, technology, communications, entertainment, sports, leisure, and finance sectors • Deepens our Boards’ understanding and oversight of global strategy, financial and risk management, technology, legal, regulatory, human capital management and corporate governance matters CAREER HIGHLIGHTS • Dragon Group LLC and its affiliates, a private firm that provides capital and business management consulting and advisory services worldwide ◦ Chief Executive Officer (2017 to present) • The NBA, a North American professional basketball league ◦ Chief Strategic & Financial Officer (2013 to 2017) • Goldman Sachs & Co., a global investment banking, securities and investment management firm ◦ Partner; Global Co-Head of Media and Telecommunications; Head of Principal Investing for Technology, Media & Telecommunications (TMT); Co-Head of TMT Americas Financing Group; and other roles of increasing responsibility (2000 to 2012) OTHER PUBLIC COMPANY BOARDS • Corsair Gaming, Inc. (2020 to present) PRIOR COMPANY BOARDS • NBA China (2013 to 2017) |
DIRECTOR SKILLS AND QUALIFICATIONS
| Governance and Board Matters | | 2024 Nominees for Election or Re-Election to the Boards |
DIRECTOR SKILLS AND QUALIFICATIONS
| NELDA J. CONNORS | | | | AGE 58 | | New INDEPENDENT Carnival Corporation Director Nominee | | New INDEPENDENT Carnival plc Director Nominee | | COMMITTEES • N/A |
DIRECTOR SKILLS AND QUALIFICATIONS
| KEY EXPERIENCE AND QUALIFICATIONS • Over 25 years of senior executive experience in diverse and heavily regulated industries provides Ms. Connors comprehensive understanding of strategy, risk management, regulatory matters, health and safety, and complex operations across different markets • Strong financial acumen and financial reporting skills developed through leadership of an independent investment firm and public company executive roles contribute to our Boards’ oversight of financial matters • Extensive experience overseeing corporate governance, strategy and risk, human capital management, and regulatory considerations in a public company context gained through service on public company boards, including in key committee leadership roles CAREER HIGHLIGHTS • Pine Grove Holdings, LLC, a privately held investment company. ◦ Chairwoman and Chief Executive Officer (2011 to present) • Atkore International Inc. (formerly the Electrical and Metal Products division of Tyco International) ◦ President and Chief Executive Officer (2008 to 2010) • Eaton Corporation, a global electrical and automotive supplier ◦ Vice President (2002 to 2008) OTHER PUBLIC COMPANY BOARDS • Otis Worldwide Corporation (2022 to present) • Zebra Technologies Corporation (2022 to present) • Baker Hughes Company (2020 to present) • Boston Scientific Corporation (2009 to present)* PRIOR COMPANY BOARDS • BorgWarner Inc. (2020 to 2022) • Enersys (2017 to 2021) • Delphi Technologies PLC (2017 to 2020) • CNH Industrial N.V. (2020) • Echo Global Logistics, Inc. (2013 to 2020) * On November 22, 2023, Boston Scientific Corporation has announced that Ms. Connors will not stand for re-election at Boston Scientific Corporation’s 2024 annual meeting of stockholders (expected in May). |
DIRECTOR SKILLS AND QUALIFICATIONS
| Governance and Board Matters | | 2024 Nominees for Election or Re-Election to the Boards |
DIRECTOR SKILLS AND QUALIFICATIONS
| HELEN DEEBLE | | | | AGE 62 | | INDEPENDENT Carnival Corporation Director since 2016 | | INDEPENDENT Carnival plc Director since 2016 | | COMMITTEES • Compensation • HESS |
DIRECTOR SKILLS AND QUALIFICATIONS
| KEY EXPERIENCE AND QUALIFICATIONS • Over 30 years of strategic, financial and operational leadership experience in the global maritime and travel industries provide Ms. Deeble deep insight into our key markets, risk management, financing activities, and human capital management in a maritime environment • Contributes to the Boards’ oversight of financial and accounting matters and regulatory compliance as a certified UK Chartered Accountant and former senior executive • Service on public company and advisory boards provides Ms. Deeble with additional expertise in corporate governance, the maritime industry, sustainability, supply chain and regulatory matters CAREER HIGHLIGHTS • P&O Ferries Division Holdings Ltd., a pan-European shipping and logistics business ◦ Chief Executive Officer (2006 to 2017) ◦ Chief Operating Officer (2004 to 2006) ◦ Chief Financial Officer (1998 to 2003) • UK Chamber of Shipping, the UK shipping industry trade association ◦ VP and President (2011 to 2013) • Awarded Commander of the Order of the British Empire for services to shipping (2013) • Stena Line UK, a European passenger and freight operator ◦ Senior finance roles including Chief Financial Officer (1993 to 1998) OTHER PUBLIC COMPANY BOARDS • Non-Executive Director, CMO Group PLC (2021 to present) PRIOR COMPANY BOARDS OR ENGAGEMENTS • Member of the Supervisory Board, the UK Chamber of Shipping (2011 to July 2023) • Non-Executive Director, the Port of London Authority (2014 to 2020) • Board member of Standard P&I Club, an insurance mutual representing ship owners globally to manage insurance costs over the long term (2014 to 2018) • Board member and member of the regulatory committee of Interferry, a trade organization for ferry operators globally |
DIRECTOR SKILLS AND QUALIFICATIONS
| Governance and Board Matters | | 2024 Nominees for Election or Re-Election to the Boards |
DIRECTOR SKILLS AND QUALIFICATIONS
| JEFFREY J. GEARHART | | | | AGE 59 | | INDEPENDENT Carnival Corporation Director since 2020 | | INDEPENDENT Carnival plc Director since 2020 | | COMMITTEES • Compliance • HESS |
DIRECTOR SKILLS AND QUALIFICATIONS
| KEY EXPERIENCE AND QUALIFICATIONS • Contributes deep understanding of global legal, regulatory and compliance matters gained from roles leading the governance and legal organizations at Walmart and as a national law firm partner, which also supports effective oversight of compliance with all laws, regulations and policies applicable to us • Substantial experience managing financial, strategic, compliance and regulatory risks in a global organization contributes to our Boards’ understanding and oversight of key risks and their impact on our strategy • Brings strong corporate governance expertise developed in the Corporate Secretary and senior leadership roles at Walmart and through service as a public company Board member CAREER HIGHLIGHTS • Walmart, Inc., a global retailer ◦ Executive Vice President, Global Governance and Corporate Secretary, responsible for oversight of Walmart Inc.’s global legal, compliance, ethics and security and investigation functions, among others (2012 to 2018) ◦ Executive Vice President, General Counsel and Corporate Secretary (2010 to 2012) ◦ Executive Vice President, General Counsel (2009 to 2010) ◦ Senior Vice President and Deputy General Counsel (2007 to 2009) ◦ Vice President and General Counsel, Corporate Division (2003 to 2007) • Kutak Rock LLP, a national law firm ◦ Partner, Corporate Securities and Mergers and Acquisitions (1998 to 2003) OTHER PUBLIC COMPANY BOARDS • Bank OZK (2018 to present) |
DIRECTOR SKILLS AND QUALIFICATIONS
| Governance and Board Matters | | 2024 Nominees for Election or Re-Election to the Boards |
DIRECTOR SKILLS AND QUALIFICATIONS
| KATIE LAHEY | | | | AGE 73 | | INDEPENDENT Carnival Corporation Director since 2019 | | INDEPENDENT Carnival plc Director since 2019 | | COMMITTEES • HESS • N&G |
DIRECTOR SKILLS AND QUALIFICATIONS
| KEY EXPERIENCE AND QUALIFICATIONS • Extensive experience in the maritime, travel, tourism, leisure, and hospitality industries in corporate, industry association and government roles bolsters our Boards’ collective industry expertise and ability to navigate strategic opportunities and challenges • Brings meaningful insights into human capital management, succession planning and global talent acquisition and development through experience leading a leadership and talent firm • Developed a rich understanding of media and marketing, including the particular concerns of the tourism and transportation sectors, through her leadership of the Business Council of Australia and other roles, which supports the Boards’ oversight of our business and marketing strategies CAREER HIGHLIGHTS • Korn Ferry Australasia, a leadership and talent firm ◦ Non-Executive Chair (2019) ◦ Executive Chair (2011 to 2019) • The Tourism and Transport Forum Australia, a tourism and transportation industry group ◦ Chair (2015 to 2018) • Carnival Australia, a division of Carnival plc ◦ Executive Chair (2006 to 2013) • Business Council of Australia, an association of chief executives of leading companies ◦ Chief Executive (2001 to 2011) • Additional roles as Chief Executive of the State Chamber of Commerce (1995 to 2001); Chief Executive of the Sydney City Council (1992 to 1995); and Chairman & Chief Executive Officer of the Victorian Tourism Commission (1989 to 2022) INDUSTRY RECOGNITION • Member of the Order of Australia, for her significant services to business and commerce and the arts (2013) • Awarded a Centenary Medal, for her contributions to Australian society in the area of business leadership (2003) OTHER PUBLIC COMPANY BOARDS • None PRIOR PUBLIC COMPANY BOARDS • Non-Executive Director, The Star Entertainment Group Limited (2012 to 2022) |
DIRECTOR SKILLS AND QUALIFICATIONS
| Governance and Board Matters | | 2024 Nominees for Election or Re-Election to the Boards |
DIRECTOR SKILLS AND QUALIFICATIONS
| SARA MATHEW | | | | AGE 68 | | INDEPENDENT Carnival Corporation Director since 2022 | | INDEPENDENT Carnival plc Director since 2022 | | COMMITTEES • Audit |
DIRECTOR SKILLS AND QUALIFICATIONS
| KEY EXPERIENCE AND QUALIFICATIONS • Possesses critical strategic, operational, marketing and human capital expertise to drive transformative growth at large international companies developed through extensive leadership experience • Expertise in finance and accounting strengthens our Boards’ ability to assess our operating and strategic performance and oversee financial reporting and controls • Technology, data analytics and risk management experience gained through executive and board roles supports our Boards in overseeing technology, cybersecurity and regulatory risks CAREER HIGHLIGHTS • Dun & Bradstreet Corporation, a commercial data analytics company ◦ Chair, President and Chief Executive Officer (2010 to 2013) ◦ President and Chief Operating Officer (2007 to 2010) ◦ Chief Financial Officer (2001 to 2007) • The Procter & Gamble Company, a consumer goods company ◦ Division Chief Financial Officer — Baby Care; Regional Vice President — Finance, ASEAN; Comptroller; Assistant Treasurer; and other roles of increasing responsibility (1983 to 2001) OTHER PUBLIC COMPANY BOARDS • Dropbox Inc. (2021 to present) • State Street Corporation (2018 to present) PRIOR PUBLIC COMPANY BOARDS • Federal Home Loan Mortgage Corporation (Freddie Mac) (2013 to December 2023) • XOS Inc. (and predecessor NextGen Acquisition Corporation) (2020 to 2022) • Reckitt Beckiser Group plc (2019 to 2022) • Shire plc (2015 to 2019) • Campbell Soup Co. (2005 to 2019) |
DIRECTOR SKILLS AND QUALIFICATIONS
| Governance and Board Matters | | 2024 Nominees for Election or Re-Election to the Boards |
DIRECTOR SKILLS AND QUALIFICATIONS
| STUART SUBOTNICK | | | | AGE 82 | | INDEPENDENT Carnival Corporation Director since 1987 | | INDEPENDENT Carnival plc Director since 2003 | | COMMITTEES • Audit • Compliance • N&G |
DIRECTOR SKILLS AND QUALIFICATIONS
| KEY EXPERIENCE AND QUALIFICATIONS • Deep industry insights gained from decades of executive leadership at a global media and marketing conglomerate comprising communications, hospitality and entertainment businesses contribute to our Boards’ oversight of our business and marketing strategies • Expertise in financing, investing and corporate transactions strengthens our Boards’ ability to effectively oversee our financial, capital allocation and associated risks • Experience establishing and growing multiple public and private companies in diverse U.S. and international markets also included significant experience in corporate governance, talent development and succession planning insights CAREER HIGHLIGHTS • Metromedia Company, a privately held diversified Delaware general partnership ◦ President and Chief Executive Officer (2010 to present) ◦ General Partner and Executive Vice President (1986 to 2010) • Helped establish, acquire, take public, and operate several companies with national and international presence including Metromedia International Group, Orion Pictures, AboveNet, and Big City Radio OTHER PUBLIC COMPANY BOARDS • None PRIOR PUBLIC COMPANY BOARDS • AboveNet, Inc. (1997 to 2012) |
DIRECTOR SKILLS AND QUALIFICATIONS
| Governance and Board Matters | | 2024 Nominees for Election or Re-Election to the Boards |
DIRECTOR SKILLS AND QUALIFICATIONS
| LAURA WEIL | | | | AGE 67 | | INDEPENDENT Carnival Corporation Director since 2007 | | INDEPENDENT Carnival plc Director since 2007 | | COMMITTEES • Audit • Compensation • Compliance |
DIRECTOR SKILLS AND QUALIFICATIONS
| KEY EXPERIENCE AND QUALIFICATIONS • Over 25 years of executive and operational experience with an emphasis on digital transformation and e-commerce strategies at multi-national businesses strengthens our Boards’ oversight of our business and go-to market strategies • Gained valuable experience leading transformational technology initiatives in several prior roles, including management of cybersecurity matters, which bolsters our Boards’ ability to understand and address risks and opportunities related to technology and cybersecurity • Developed financial acumen during her tenure as an investment banker and senior executive that helps our Boards effectively oversee financial reporting and controls CAREER HIGHLIGHTS • Village Lane Advisory LLC, which specializes in providing executive and strategic consulting services to retailers as well as private equity firms ◦ Founder and Managing Partner (2015 to present) • New York & Company, Inc., a women’s apparel and accessories retailer ◦ Executive Vice President and Chief Operating Officer (2012 to 2014) • Ashley Stewart LLC, a privately held retailer ◦ Chief Executive Officer (2010 to 2011) • Urban Brands, Inc., a privately held apparel retailer ◦ Chief Executive Officer (2009 to 2010) • AnnTaylor Stores Corporation, a women’s apparel company ◦ Chief Operating Officer and Senior Executive Vice President (2005 to 2006) • American Eagle Outfitters, Inc., a global apparel retailer ◦ Chief Financial Officer and Executive Vice President (1995 to 2005) OTHER PUBLIC COMPANY BOARDS • Global Fashion Group, S.A. (2019 to present) • Pearl Holdings Acquisition Corp. (2021 to present) PRIOR PUBLIC COMPANY BOARDS • Christopher & Banks Corporation (2016 to 2019) |
DIRECTOR SKILLS AND QUALIFICATIONS
| Governance and Board Matters | | 2024 Nominees for Election or Re-Election to the Boards |
DIRECTOR SKILLS AND QUALIFICATIONS
| JOSH WEINSTEIN | | | | AGE 49 | | Carnival Corporation Director since 2022 | | Carnival plc Director since 2022 | | COMMITTEES • None |
DIRECTOR SKILLS AND QUALIFICATIONS
| KEY EXPERIENCE AND QUALIFICATIONS • Deep understanding of our business, strategic priorities, material risks and the cruise industry from 20-year track record in critical and senior roles with us • Direct experience managing major operational functions and leading one of our operating units enable Mr. Weinstein to effectively lead our day-to-day operations and inform our Boards of important developments • Developed expertise in global operations, finance, marketing, legal, human capital management and developing business strategy through current and prior roles with us CAREER HIGHLIGHTS • Carnival Corporation & plc ◦ President, CEO and Chief Climate Officer (2022 to present) ◦ Chief Operations Officer (2020 to 2022) ◦ President, Carnival UK (2017 to 2020) ◦ Treasurer (2007 to 2017) ◦ Assistant General Counsel (2003 to 2007) ◦ Associate General Counsel (2002 to 2003) OTHER PUBLIC COMPANY BOARDS • None |
DIRECTOR SKILLS AND QUALIFICATIONS
| Governance and Board Matters | | 2024 Nominees for Election or Re-Election to the Boards |
DIRECTOR SKILLS AND QUALIFICATIONS
| RANDY WEISENBURGER | | | | AGE 65 | | INDEPENDENT Carnival Corporation Director since 2009 | | INDEPENDENT Carnival plc Director since 2009 | | Presiding Director and Senior Independent Director | | COMMITTEES • Compensation • Compliance • HESS • N&G |
DIRECTOR SKILLS AND QUALIFICATIONS
| KEY EXPERIENCE AND QUALIFICATIONS • Brings substantial executive leadership and global operational skills and a relevant understanding of advertising and marketing to our Boards through his experience at Omnicom and as an executive of several Wasserstein Perella portfolio companies • Financial and investing skills and expertise developed at Mile 26 Capital and Omnicom enhance our Boards’ ability to evaluate our operating and strategic performance and oversee financial matters • Extensive experience with global regulatory and compliance matters, as well as compensation, talent development and succession planning, gained from leadership of Omnicom which operates numerous individual agencies around the world CAREER HIGHLIGHTS • Mile 26 Capital LLC, a private investment firm ◦ Managing Member (2014 to present) • Omnicom Group Inc., a Fortune 250 global advertising, marketing and corporate communications company ◦ Executive Vice President and Chief Financial Officer (1998 to 2014) • Wasserstein Perella, a boutique investment bank ◦ Founding member; President and Chief Executive Officer of the firm’s merchant banking subsidiary, Wasserstein & Co. (1988 to 1998) OTHER PUBLIC COMPANY BOARDS • Corsair Gaming, Inc. (2020 to present) • MP Materials Corp (2020 to present) • Valero Energy Corporation (2011 to present) |
DIRECTOR SKILLS AND QUALIFICATIONS
| Governance and Board Matters | | Board and Committee Governance |
CODE OF BUSINESS CONDUCT AND ETHICS
| Governance and Board Matters | | Non-Executive Director Compensation |
Non-Executive Director Compensation
Non-Executive Director Compensation
Non-Executive Director Compensation
| Annual Compensation | | |
Non-Executive Director Compensation
| Additional Annual Cash Retainers ($) | | | Presiding Director | 25,000 | | Chair of a Board Committee | 30,000 |
Non-Executive Director Compensation
During fiscal 2023, our Non-Executive Directors were entitled to receive an annual cash retainer of $110,000 per year, equity incentive compensation, as further described below, and reimbursement for travel, meals and accommodation expenses attendant to their Board membership. We do not provide retirement or other benefits to our Non-Executive Directors. We reimburse Directors for travel expenses incurred for spouses or partners when we request that they attend a special event. Any amount reimbursed for spousal or partner travel is reported below in the “Director Compensation for Fiscal 2023” table. For fiscal 2023, the Presiding Director received an additional retainer of $25,000 per annum. In addition, each Non-Executive Director who served as Chair of a Board Committee received an additional $30,000 as compensation for such service on each Board Committee. Board members who are employed by us do not receive additional compensation for their services as a member of the Boards of Directors. The Boards of Directors are committed to attracting and retaining a highly diverse, experienced and capable group of Non-Executive Directors. To that end, the Compensation Committees review non-executive director pay levels and compensation practices of certain other publicly-listed companies on an annual basis with the assistance of their Compensation consultant to ensure our Non-Executive Director compensation program is competitive. Non-Executive Directors receive payment of their earned retainer in quarterly installments. Annual retainers are prorated so that adjustments can be made during the year. Unearned portions of cash retainers are forfeited upon termination of service. Non-Executive Directors receive annual restricted share grants under the Carnival Corporation 2020 Stock Plan. In April 2023, each Non-Executive Director received a restricted share grant with a grant date fair value equal to approximately $175,000. As a result, a grant of 18,656 Carnival Corporation restricted shares was made to each Non-Executive Director elected or re-elected on April 21, 2023 based on the closing price of a Carnival Corporation share on that date of $9.38. The 2023 annual restricted share grants under the Carnival Corporation 2020 Stock Plan are released from restriction in April 2026 (and are not forfeitable provided the Director has served at least a full year). Restricted shares granted have the same rights with respect to dividends and other distributions as all other outstanding shares of Carnival Corporation common stock. Generally, Non-Executive Directors will receive their annual grants initially upon their appointment or election to the Boards and subsequently at the time of their election or annual re-election to the Boards. During fiscal 2023, the Compensation Committees undertook a review of Non-Executive Director pay that included benchmarking against the peer group companies. Following this review, the Compensation Committees recommended certain appropriate changes to more closely align our Non-Executive Director compensation with competitive market data and trends. In October 2023, the Boards of Directors approved the following changes to Non-Executive Director pay structure with effect from April 2024, with all Non-Executive Directors abstaining from the vote:
Non-Executive Director Compensation
| Governance and Board Matters | | Non-Executive Director Compensation |
Non-Executive Director Compensation
| Director Pay Element | 2023 – 24 ($) | Effective April 2024 ($) | | Annual Cash Retainer | 110,000 | 110,000 | | Committees Member Retainer | N/A | 10,000 | | Committees Chair Retainer | 30,000 | 30,000 | | Presiding Director & Senior Independent Director Retainer | 25,000 | 50,000 | | Annual Equity Retainer | 175,000 | 195,000 |
DIRECTOR COMPENSATION FOR FISCAL 2023
DIRECTOR COMPENSATION FOR FISCAL 2023 The following table details the total compensation earned by our Directors in fiscal 2023, other than Mr. Weinstein, who is a Named Executive Officer. Mr. Weinstein’s compensation is reflected in the “Summary Compensation Table,” which follows the “Compensation Discussion and Analysis” section. Board members who are employed by us do not receive additional compensation for their services as members of the Boards of Directors.
DIRECTOR COMPENSATION FOR FISCAL 2023
| Name | Fees Earned or Paid in Cash ($) | Stock Grants(1)(2) ($) | All Other Compensation(3) ($) | Total ($) | | Micky Arison(4) | ― | ― | 106,567 | 106,567 | | Sir Jonathon Band | 140,000 | 174,993 | ― | 314,993 | | Jason Glen Cahilly | 110,000 | 174,993 | ― | 284,993 | | Helen Deeble | 110,000 | 174,993 | ― | 284,993 | | Jeffrey J. Gearhart | 132,500 | 174,993 | ― | 307,493 | | Richard J. Glasier(5) | 62,500 | 0 | ― | 62,500 | | Katie Lahey | 110,000 | 174,993 | ― | 284,993 | | Sara Mathew | 110,000 | 174,993 | ― | 284,993 | | Sir John Parker(5) | 55,000 | 0 | ― | 55,000 | | Stuart Subotnick | 140,000 | 174,993 | ― | 314,993 | | Laura Weil | 132,500 | 174,993 | ― | 307,493 | | Randy Weisenburger | 172,500 | 174,993 | ― | 347,493 |
DIRECTOR COMPENSATION FOR FISCAL 2023
(1) Represents the grant date fair value, assuming no risk of forfeiture, of the grants of Carnival Corporation restricted shares made in fiscal 2023, calculated in accordance with Accounting Standards Codification Topic 718, “Stock Compensation” (“ASC 718”). In April 2023, each of the Non-Executive Directors (other than Messrs. Glasier and Parker who retired from the Boards in April 2023) received a grant of 18,656 restricted shares based on the closing price of a share on April 21, 2023, the day they were re-elected, of $9.38. The restrictions on the shares granted in 2023 lapse on April 21, 2026. The restrictions on the shares granted to Non-Executive Directors also lapse upon the death or disability of the Director and are not forfeited if a Director ceases to be a Director for any other reason after having served as a Director for at least one year. All of the Non-Executive Directors who received grants served for all of fiscal 2023. None of the Directors hold stock options. The aggregate number of Carnival Corporation and Carnival plc restricted shares held at November 30, 2023 were as follows:
DIRECTOR COMPENSATION FOR FISCAL 2023
| Governance and Board Matters | | Non-Executive Director Compensation |
DIRECTOR COMPENSATION FOR FISCAL 2023
| Name | Unvested Restricted Shares (#) | | Micky Arison | 0 | | Sir Jonathon Band | 35,001 | | Jason Glen Cahilly | 35,001 | | Helen Deeble | 35,001 | | Jeffrey J. Gearhart | 35,001 | | Richard J. Glasier(5) | 16,345 | | Katie Lahey | 35,001 | | Sara Mathew | 25,802 | | Sir John Parker(5) | 16,345 | | Stuart Subotnick | 35,001 | | Laura Weil | 35,001 | | Randy Weisenburger | 35,001 |
DIRECTOR COMPENSATION FOR FISCAL 2023
(3) Benefits provided to Mr. Arison include private medical health insurance costs ($40,608), driver and security ($29,113), automobile lease or allowance ($19,476), automobile repair and expenses ($11,741), payments to cover premiums on certain benefits and associated tax gross up ($3,644) and the following other benefits ($1,985): accidental death or dismemberment, disability and life insurance premiums. The total value of benefits was less than $10,000 for each non-Executive Director. (4) Represents compensation for Mr. Arison’s service as executive Chair. (5) Messrs. Glasier and Parker retired from the Boards in April 2023.
CARNIVAL PLC NON-EXECUTIVE DIRECTOR COMPENSATION
CARNIVAL PLC NON-EXECUTIVE DIRECTOR COMPENSATION Additional information with respect to Carnival plc’s compensation and reimbursement practices during fiscal 2023 for Non-Executive Directors is included in Part II of the Carnival plc Directors’ Remuneration Report, which is attached as Annex B to this Proxy Statement.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS Set forth below is information concerning the share ownership as of January 11, 2024 of: • each of our Directors and Director nominees; • each individual named in the “Summary Compensation Table” which appears elsewhere in this Proxy Statement; and • all Directors and executive officers as a group. The number of shares beneficially owned by each entity, person, Director, Director nominee or executive officer is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has the sole or shared voting power or investment power and also any shares that the individual would have the right to acquire as of March 11, 2024 (being 60 days after January 11, 2024) through the vesting of RSUs.
DIRECTORS AND EXECUTIVE OFFICERS
| Name and Address of Beneficial Owners or Identity of Group(1) | Amount and Nature of Beneficial Ownership of Carnival Corporation Common Stock* | Percentage of Carnival Corporation Common Stock (%) | Amount and Nature of Beneficial Ownership of Carnival plc Ordinary Shares | Percentage of Carnival plc Ordinary Shares (%) | Percentage of Combined Voting Power** (%) | | Micky Arison | 121,136,034(2)(3) | 10.8 | 0 | ― | 9.6 | | Sir Jonathon Band | 71,148 | *** | 0 | ― | *** | | David Bernstein | 188,015(4) | *** | 0 | ― | *** | | William Burke | 65,785(4) | *** | 0 | ― | *** | | Jason Glen Cahilly | 57,247 | *** | 0 | ― | *** | | Nelda J. Connors | 0 | ― | 0 | ― | *** | | Helen Deeble | 59,956 | *** | 0 | ― | *** | | Bettina Deynes | 20,908(4) | *** | 0 | ― | *** | | Jeffrey J. Gearhart | 49,510 | *** | 0 | ― | *** | | Katie Lahey | 54,498 | *** | 0 | ― | *** | | Sara Mathew | 25,802 | *** | 0 | ― | *** | | Enrique Miguez | 65,804(4) | *** | 0 | ― | *** | | Stuart Subotnick | 102,067 | *** | 0 | ― | *** | | Michael Thamm | 0 | ― | 149,602 | *** | *** | | Laura Weil | 101,264 | *** | 0 | ― | *** | | Josh Weinstein | 227,413(4) | *** | 0 | ― | *** | | Randy Weisenburger | 1,339,606(5) | *** | 0 | ― | *** | | All Directors and executive officers as a group (15 persons) | 123,565,058 | 11.0 | 149,602 | *** | 9.8 |
DIRECTORS AND EXECUTIVE OFFICERS
As part of the establishment of the DLC arrangement, Carnival plc issued a special voting share to Carnival Corporation, which transferred such share to the trustee of the P&O Princess Special Voting Trust (the “Trust”), a trust established under the laws of the Cayman Islands. Trust shares of beneficial interest in the Trust were transferred to Carnival Corporation. The trust shares represent a beneficial interest in the Carnival plc special voting share. Immediately following the transfer, Carnival Corporation
DIRECTORS AND EXECUTIVE OFFICERS
| Share Ownership | | Share Ownership of Certain Beneficial Owners and Management |
DIRECTORS AND EXECUTIVE OFFICERS
distributed such trust shares by way of a dividend to holders of shares of Carnival Corporation common stock. Under a pairing agreement, the trust shares of beneficial interest in the Trust are paired with, and evidenced by, certificates representing shares of Carnival Corporation common stock on a one-for-one basis. In addition, under the pairing agreement, when a share of Carnival Corporation common stock is issued to a person after the implementation of the DLC arrangement, a paired trust share will be issued at the same time to such person. Each share of Carnival Corporation common stock and the paired trust share may not be transferred separately. The Carnival Corporation common stock and the trust shares (including the beneficial interest in the Carnival plc special voting share) are listed and trade together on the New York Stock Exchange under the ticker symbol “CCL.” Accordingly, each holder of Carnival Corporation common stock is also deemed to be the beneficial owner of an equivalent number of trust shares. ** As a result of the DLC arrangement, on most matters that affect all of the shareholders of Carnival Corporation and Carnival plc, the shareholders of both companies effectively vote together as a single decision-making body. Combined voting is accomplished through the special voting shares that have been issued by each company. *** Less than one percent. (1) The address of each individual is 3655 N.W. 87 Avenue, Miami, Florida 33178. (2) Mr. Arison is a member of the Arison Group (defined below), which has filed a joint statement on Schedule 13D with respect to the shares of Carnival Corporation common stock held by such persons. Each member of the Arison Group may be deemed to own the shares of common stock held by all other members of the Arison Group. For information on the share ownership of other members of the Arison Group, see “Principal Owners” table below. (3) Includes (i) 4,934,166 shares of common stock held by the various Arison family trusts, (ii) 80,736,445 shares of common stock held by MA 1994 B Shares, L.P. and (iii) 35,465,423 shares of common stock held by the Artsfare 2023-05 Trust No. 2 by virtue of the authority granted to Mr. Arison under the last will of Ted Arison. Mr. Arison does not have an economic interest in the shares of common stock held by Artsfare 2023-05 Trust No. 2. (4) Includes time-based restricted stock units (“TBS”) granted in 2021 and 2023 and fiscal 2022 Management Incentive Plan-tied restricted stock units (“MTE”) and performance-based restricted stock units (“PBS”) granted in February 2023, scheduled to be released on January 19, 2024 (2021 TBS) and February 15, 2024 (for all other grants vesting in 2024). (5) Includes 961,238 shares held by Mile 26 Capital LLC.
CONTENTS
| 59 | Equity-Based Compensation and Other Long-Term Incentives | | 63 | Perquisites and Other Compensation | | 63 | Post-Employment Compensation Obligations | | 64 | Pensions and Deferred Compensation Plans | | 65 | Process for Making Compensation Determinations | | 66 | Additional Context for 2023 Decisions | | 66 | Impact of Regulatory Requirements on Compensation | | 66 | Independent Compensation Consultants | | 67 | Peer Group Characteristics | | 67 | Peer Group Companies | | 67 | Changes to Peer Group for Assessing Fiscal 2024 Compensation | | 68 | Competitive Market (Peer Group) Comparison | | 68 | Stock Ownership Policy | | 69 | Hedging Policy | | 69 | Clawback Policy |
Summary of Fiscal 2023 Named Executive Officer Compensation
Summary of Fiscal 2023 Named Executive Officer Compensation Our fiscal 2023 executive compensation program for our Named Executive Officers reflects the continuation of the predominantly quantitative program we implemented in 2022, following a temporary modification for 2021 in light of the impact of the pause in guest cruise operations due to the COVID-19 pandemic. Consistent with our pre-pause program and our compensation philosophy and in response to investor feedback, our 2023 program is significantly weighted towards quantitative performance-based elements, with the Management Incentive Plan (“MIP”) annual cash bonus and the long-term PBS grant being fully at-risk and based on pre-established quantitative measures. The Compensation Committees strongly believe that this compensation and incentive structure creates the proper level of alignment with our performance and our long-term interests, and those of our shareholders and other stakeholders while balancing the need to drive measured, well-informed, and long-term focused decision-making by senior leadership. Key updates to our 2023 compensation program, as previously disclosed in our 2023 Proxy Statement, include: • Modification of the performance metrics for our 2023 annual cash bonus delivered through our MIP to focus on Adjusted Operating Income (80%) as the primary performance measure with the remainder focused on critical environmental and safety initiatives (20%). The specific goals and metrics for the MIP annual cash bonus were established and approved by the Compensation Committees at the beginning of this measurement period, as described in more detail below. Simplification of structure of our 2023 equity-based compensation program:
Summary of Fiscal 2023 Named Executive Officer Compensation
| New 2023 Equity Compensation Approach | Discontinued Select 2022 Elements | | PBS (performance-based) grants, weighted at 70%, designed to support our return to profitable growth by measuring adjusted EBITDA, adjusted ROIC and carbon intensity reductions for fiscal years 2023, 2024 and 2025. | Earnings Recovery Award (“ERA”) which was a performance incentive in place exclusively for fiscal 2022 was discontinued for fiscal 2023. This program was established as a broad-based, one-time incentive to focus on business recovery and to promote retention. | | TBS (time-based) grants, weighted at 30%, to support our retention objectives by providing for annual vesting over a three-year period subject to continued employment. | Based on a review of competitive market practices and shareholder feedback, the Compensation Committee discontinued the MTE (Management Incentive Plan-tied) grants for fiscal 2023. This change was in response to shareholder feedback expressing a preference for a return to a multi-year performance measurement and to decouple the performance criteria between our MIP annual cash bonus and the equity-based incentive program. |
NAMED EXECUTIVE OFFICER COMPENSATION DESIGN, ELEMENTS AND PAY MIX
NAMED EXECUTIVE OFFICER COMPENSATION DESIGN, ELEMENTS AND PAY MIX The compensation elements for our Named Executive Officers consist of: • base salary; • annual cash bonus; • equity-based incentive compensation; and • limited perquisites. In determining the amount of any particular compensation element, the Compensation Committees consider the impact of such element on total compensation (and thus, each element affects the amount paid in respect of other elements of compensation). For example, the Compensation Committees consider the amount of the base salary and annual bonus that may be earned by a Named Executive Officer when making an equity grant.
BASE SALARIES
BASE SALARIES Base salaries are intended to provide a level of fixed compensation that is reflective of each Named Executive Officer’s level of responsibility. Base salaries of our Named Executive Officers for fiscal 2023 are reported in the “Summary Compensation Table.” The Compensation Committees annually review each Named Executive Officer’s performance and may increase the base salary of a Named Executive Officer at their discretion if merited by performance, responsibilities, or other market factors necessary to attract and retain our executives. For fiscal 2023, the Compensation Committees approved an increase to the base salary for Enrique Miguez from $500,000 to $600,000, in connection with his expanded scope of responsibilities as General Counsel, including supporting the Global Ethics & Compliance function, and alignment with broader market benchmarking. Mr. Miguez’s base salary is nearer to, but still lower than, market median following this increase (based on the review of our peer group and compensation survey data). No other increases to base salaries for Named Executive Officers were approved.
ANNUAL BONUSES
ANNUAL BONUSES Annual cash bonuses for our Named Executive Officers are determined in accordance with the Carnival Corporation & plc MIP. The MIP is designed to focus the attention of our executives on achieving strong performance results against key business priorities and is a core component of our compensation program that supports our pay for performance philosophy. For fiscal 2023, the Compensation Committees approved an increase to the bonus target for Enrique Miguez from $350,000 to $450,000 in connection with his expanded scope of responsibilities and alignment with broader market benchmarking. Mr. Miguez’s target bonus is nearer to, but still lower than, market median following this increase (based on the review of our peer group and compensation survey data). No other increases to target bonuses for Named Executive Officers were approved. The target opportunities for fiscal 2023 for our Named Executive Officers are shown below. Actual payouts may range from 0% to 200% of the target bonus opportunity based on actual performance.
ANNUAL BONUSES
| Name | Base Salary | | Target Bonus | | | Josh Weinstein | | 1,250,000 | | 2,500,000 | | David Bernstein | | 850,000 | | 1,200,000 | | William Burke | | 700,000 | | 500,000 | | Bettina Deynes | | 425,000 | | 300,000 | | Enrique Miguez | | 600,000 | | 450,000 | | Michael Thamm | € | 860,250 | € | 1,116,000 |
MIP Annual Cash Bonus Evolution and 2023 Actions
MIP Annual Cash Bonus Evolution and 2023 Actions Following the temporary modifications to our compensation programs for fiscal 2021 in response to the challenging operating environment created by the COVID-19 pandemic, in 2022 we worked towards completing our resumption of guest cruise operations. The Compensation Committees approved a return to quantifiable, preset annual performance metrics based on financial, operating, environmental sustainability, and ethics and compliance goals tied to profitability and sustainable growth. For 2023, as we completed our resumption of guest cruise operations and turned our strategic focus to returning to profitability, the Compensation Committees approved a return to the primary MIP performance metric of Adjusted Operating Income, with the balance of performance metrics focused on performance of environmental and safety initiatives, as described in more detail below. Additionally, as part of their personal annual appraisal, all executive officers are evaluated on performance against our stated
MIP Annual Cash Bonus Evolution and 2023 Actions
| Compensation | | Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report (Part I) |
MIP Annual Cash Bonus Evolution and 2023 Actions
core values, or “Culture Essentials.” For additional information on our Culture Essentials, please refer to the Carnival plc Corporate Governance Report (attached as Annex C) under “Workforce Engagement.”
MIP Annual Cash Bonus Evolution and 2023 Actions
| Summary of MIP Annual Cash Bonus Design Evolution for 2023 | | | | | | 2022 MIP Design | | | 2023 MIP Design | | | The Compensation Committees adopted performance metrics based entirely on preset targets emphasizing return to profitability and sustainable growth: | | | In response to shareholder feedback, the Compensation Committees adopted performance metrics based entirely on preset targets that emphasize profitability and continued focus on key strategic environmental and safety objectives: | | | Metric | Weight | | Metric | Weight | | Adjusted EBITDA | 50% | | Adjusted Operating Income | 80% | | Average Passenger Occupancy | 10% | | HESS | 20% | | Greenhouse Gas Intensity Reduction | 10% | | • Safe and Compliant Ships | | | Food Waste Reduction | 5% | | • Safe and Healthy Passengers and Crew | | | Executive Accountabilities | 25% | | • Protecting the Environment | |
2023 MIP Performance Metrics and Targets (Audited)
2023 MIP Performance Metrics and Targets (Audited) Our 2023 MIP annual cash bonus design includes quantitative performance metrics addressing our key business priorities of profitability, health, environmental performance, compliance and safety. The following table is a summary of the performance goals used to determine the level of achievement associated with the adjusted Operating Income performance measure, as well as the actual results and payout. The adjusted Operating Income performance goals required meaningful growth over fiscal 2022 adjusted Operating Income of $(4,379) million to achieve the target payout while the growth goal required to achieve maximum payout was even more ambitious, with a steeper slope between required performance for target and maximum payouts.
2023 MIP Performance Metrics and Targets (Audited)
| | | Target | | | | | | Adjusted Operating Income (80%) | Threshold | Low | Mid | High | Maximum | 2023 Actual | | Adjusted Operating Income ($ in millions) | 750 | 1,150 | 1,300 | 1,450 | 1,850 | 1,914 | | Payout (%) of Target | 50 | 90 | 100 | 110 | 200 | 200 |
2023 MIP Performance Metrics and Targets (Audited)
The HESS (Health, Environmental, Safety and Security) component of the MIP annual cash bonus, described in more detail below, measures our performance against established goals in each of our three identified HESS focus areas: safe and compliant ships, safe and healthy passengers and crew, and protecting the environment. The HESS MIP component comprised 20% of the 2023 MIP annual bonus. HESS is critical to the well-being of our passengers and crew, safe and effective operation of our ships, and stewardship of the environment. As a result, we designed the HESS component of the MIP to specifically emphasize the importance of HESS to management. The HESS MIP program was developed by our Chief Maritime Officer (“CMO”) using metrics based on international regulations and our HESS policies. The CMO developed the specific metrics that were reviewed and approved by the CEO, the HESS Committees and then by the Compensation Committees in establishing the 2023 MIP. The HESS component of the MIP reflects our HESS results and our proactive efforts to improve our HESS performance and that of the individual brands. The overall corporate performance is a weighted average of individual brand performance which is determined using a series of quantitative performance metrics across the three focus areas. The metrics are measurable and objective. More specifically, some metrics are based on performance achievement while others are based on completion of efforts designed to improve performance. This latter group of metrics supports a “prepare for future progress” philosophy. The quantitative performance metrics associated with our three focus areas are described
2023 MIP Performance Metrics and Targets (Audited)
| Compensation | | Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report (Part I) |
2023 MIP Performance Metrics and Targets (Audited)
in more detail below. For competitive reasons, we do not disclose the specific metrics and targets. Each focus area is allocated a specific point potential, which, when added together, total 100 points. Payout for the HESS MIP component is based on the total points achieved for all three focus areas, with each total points score between threshold and maximum levels representing a payout percentage on the payout curve. The table below describes the points achieved in each focus area, the number of points required to achieve threshold, target and maximum payout percentage, and the actual results (total points and payout).
2023 MIP Performance Metrics and Targets (Audited)
| HESS (20%) | Threshold | Target | Maximum | 2023 Actual | | Focus areas: | | | | | | • Safe and Compliant Ships (35-point potential) (31.9 points achieved) | 50 points | 70 points | 85 points or above | 77.4 points | | • Safe and Healthy Passengers and Crew (30-point potential) (18.2 points achieved) | | | | | | • Protecting the Environment (35-point potential) (27.3 points achieved) | | | | | | Payout (%) of Target | 50% | 100% | 200% | 150% |
2023 MIP Performance Metrics and Targets (Audited)
The total points achieved for 2023 are associated with a payout of 150% as indicated above. Following an evaluation of the performance results, judgment was used to determine the final HESS payout. Significant individual HESS operational incidents were considered. For each brand, the CMO and CEO made a subjective evaluation of significant HESS incidents, focusing on those which could have been prevented. Considerations included number and severity of incidents. Based on this review, the CMO and CEO recommended to the Compensation Committees that the formulaic payout percentage associated with the “2023 Actual” points achieved shown above be approved at 130%. Safe and Compliant Ships (35-point potential): consists of two performance metrics and two proactive metrics. The performance metrics are shipboard compliance audit results performed by our internal audit team and a series of safety metrics related to fire prevention, detection and suppression, and life-saving appliances. The proactive metrics are designed to improve future performance by measuring the deck, engineering, and environmental officer attendance at our training center (CSMART) and always achieving full crewing of deck, engineering, and environmental officers on all ships because these crew members are key to our HESS performance. Safe and Healthy Passengers and Crew (30-point potential): consists of several performance and trend metrics including guest and passenger injury rates, objective security measures, and internal and independent government public health inspection results. Protected Environment (35-point potential): consists of three environmental metrics that measure compliance with emission and discharge regulations. Carbon intensity reduction relative to assigned targets and use of lower emissions fuels completes the performance measures in this category.
2023 Process for Setting Rigorous MIP Annual Cash Bonus Targets
2023 Process for Setting Rigorous MIP Annual Cash Bonus Targets Our operating environment in late 2022 when the Compensation Committees were setting 2023 MIP bonus targets remained highly uncertain, including predictions of a possible recession, uneven pace of recovery from the pandemic, and impacts from the war in Ukraine. These uncertainties also underpinned our decision to not provide full year guidance in the fourth quarter of 2022 for 2023. In light of these circumstances, the Compensation Committees, as part of their deliberative process, considered 2023 MIP annual bonus targets based on the initial internal financial projections and delayed final approval of the targets to ensure that the goals
2023 Process for Setting Rigorous MIP Annual Cash Bonus Targets
| Compensation | | Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report (Part I) |
2023 Process for Setting Rigorous MIP Annual Cash Bonus Targets
were sufficiently rigorous if the indications of a general cruise industry recovery grew more decisive. Once we gained additional visibility into expected bookings and market trends in early 2023, the Compensation Committees approved more rigorous targets, including a significantly higher target for achieving maximum Adjusted Operating Income performance. The Compensation Committees believed the rigorous targets would incentivize strong performance, and that a wider performance band around target achievement was appropriate to reflect the remaining uncertainties driven by factors outside of our direct control.
2023 MIP Annual Cash Bonus Performance Results
2023 MIP Annual Cash Bonus Performance Results The formula-based MIP annual cash bonus results for fiscal 2023 reflected our strong performance driven by the extraordinary efforts of our executive officers and global teams around the world. Throughout fiscal 2023, we significantly increased occupancy on growing capacity, while driving revenue per passenger cruise day significantly higher than fiscal 2019’s record levels. At the same time, we repaid over $6 billion of outstanding debt, while investing to build future demand. And, most importantly, we delivered unforgettable happiness to over 12 million guests by providing them with exceptional cruise vacations. Despite the hectic pace of change, we maintained our ongoing commitment to excellence in compliance, environmental protection, and looking after the safety, health and wellbeing of every life we touch. These achievements contributed to a very strong performance level against the key measures of financial and operational success that we use in our executive compensation program. Overall performance against the goals for our formula-based MIP annual cash bonus for the Named Executive Officers is 186.0%, as shown below. These goals are important indicators of our financial and operational success and recognize that Named Executive Officer performance far exceeded defined targets and expectations set at the beginning of 2023. The following table summarizes the results for each MIP performance goal, the overall MIP formula-based performance, and the final bonus amounts earned:
2023 MIP Annual Cash Bonus Performance Results
| | Adjusted Operating Income | | | HESS | | | 2023 MIP Results | 2023 MIP Bonus Earned | | Name | 2023 Actual ($ in millions) | % of Target | Weighting | 2023 Actual | % of Target | Weighting | % of Target | ($) | | Josh Weinstein | 1,914 | 200 | 80% | 77.4 points | 130 | 20% | 186 | 4,650,000 | | David Bernstein | | | | | | | | 2,232,000 | | William Burke | | | | | | | | 930,000 | | Bettina Deynes | | | | | | | | 557,000 | | Enrique Miguez | | | | | | | | 837,000 | | Michael Thamm | | | | | | | | 0(1) |
2023 MIP Annual Cash Bonus Performance Results
(1) Mr. Thamm was not eligible to receive an MIP bonus payment due to his mid-year separation from employment.
EQUITY-BASED COMPENSATION AND OTHER LONG-TERM INCENTIVES
EQUITY-BASED COMPENSATION AND OTHER LONG-TERM INCENTIVES
2023 Equity-Based Compensation Program Evolution
2023 Equity-Based Compensation Program Evolution Prior to fiscal 2021 and the onset of the COVID-19 pandemic, our long-term equity-based compensation program was 100% performance-based for our Named Executive Officers and other key executives within Carnival Corporation & plc. In consideration of the changing business conditions caused by the pandemic, including the initial severe negative impacts of the pandemic on our industry and subsequent improvements as the pandemic subsided over time, the Compensation Committees have taken thoughtful actions to evolve our long-term equity-based compensation structure to respond to the changing needs of the business during this period. The Compensation Committees also considered shareholder feedback in its decisions to return to a performance-based long-term incentive program. For 2023, the equity-based program remained majority performance-based with a focus on key profitability and carbon reduction measures, with time-based restricted stock units introduced to support our retention objectives.
Return to Majority Performance-Based, Multi-Year Equity Program
| Equity Mix | Compensation Committees’ Actions and Rationale | | | • Continued improvements in operating environment support maintenance of majority performance-based compensation, with time-based compensation intended to support retention objectives • PBS performance criteria de-coupled from the MIP, in line with shareholder feedback, and measured against multi-year performance on Adjusted EBITDA (65%), Adjusted ROIC (25%) and Carbon Intensity Reduction (10%) • Improving operating conditions supported return to a performance-based program design, but challenges remained in setting meaningful long-term goals • PBS and MTE grants linked to the MIP annual bonus performance criteria to drive performance on key strategic goals • ERA performance cash incentive implemented to incentivize retention, recognize extraordinary management performance and reflect key business initiatives necessary in fiscal 2022 • 100% time-based equity program considering inability to set meaningful or realistic long-term financial goals in the then-highly uncertain business environment which was significantly impacted by the COVID-19 pandemic |
2023 Equity Compensation Targets
2023 Equity Compensation Targets For fiscal 2023, the Compensation Committees approved increases to equity targets for David Bernstein and Enrique Miguez in connection with a review of their roles and responsibilities and market data for comparable roles. Equity targets for Messrs. Bernstein and Miguez are nearer to, but still lower than, market median following these increases (based on the review of our peer group and compensation survey data). 2023 equity compensation targets for each Named Executive Officer are as follows:
2023 Equity Compensation Targets
| Named Executive Officer | PBS (70%) ($) | TBS (30%) ($) | Total Target Value ($) | | Josh Weinstein | 3,500,000 | 1,500,000 | 5,000,000 | | David Bernstein | 1,837,500 | 787,500 | 2,625,000 | | William Burke | 280,000 | 120,000 | 400,000 | | Bettina Deynes | 262,500 | 112,500 | 375,000 | | Enrique Miguez | 350,000 | 150,000 | 500,000 | | Michael Thamm(1) | N/A | N/A | N/A |
2023 Equity Compensation Targets
(1) No equity grants were made to Mr. Thamm for fiscal 2023 service because he was not eligible to receive equity grants for fiscal 2023 due to his separation from employment.
Alternative Summary Compensation Table for 2023
| Name | Fiscal Year | Salary ($) | Stock Grants ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Josh Weinstein | 2023 | 1,250,000 | 4,999,990 | 4,650,000 | 447,792 | 11,347,782 | | David Bernstein | 2023 | 850,000 | 2,624,993 | 2,232,000 | 348,907 | 6,055,900 | | William Burke | 2023 | 700,000 | 399,991 | 930,000 | 95,731 | 2,125,722 | | Bettina Deynes | 2023 | 425,000 | 374,994 | 558,000 | 77,876 | 1,435,870 | | Enrique Miguez | 2023 | 600,000 | 499,992 | 837,000 | 194,336 | 2,131,328 | | Michael Thamm | 2023 | 929,070 | 0 | 0 | 106,757 | 1,035,827 |
2022 MTE and PBS Annual Performance Incentives
2022 MTE and PBS Annual Performance Incentives As reported in last year’s Proxy Statement, in January 2022, the Compensation Committees approved MTE and PBS target values for each of our Named Executive Officers and certain other executives. The fiscal 2022 MTE and PBS programs are based on pre-grant performance requirements to determine a grant recommendation value for approval in the following year. The fiscal 2022 MTE and PBS performance results were approved in January 2023 once the 2022 MIP annual bonus performance result upon which grant recommendation values were determined was assessed and verified. As described in more detail in our 2023 Proxy Statement on page 58, upon Mr. Weinstein’s request, the Compensation Committees reviewed and determined that the final 2022 MIP annual bonus payout as well as the MTE and PBS grant recommendation values be reduced to 110% for all Named Executive Officers. In February 2023, the MTE and PBS grants were approved based on the values certified in January and converted into a number of MTE and PBS based on the grant date closing price of our shares. They will vest pro-rata in February of 2024 and 2025. These MTE and PBS do not receive dividends or have voting rights. Each MTE and PBS is credited with dividend equivalents equal to the value of any cash and stock dividends paid on Carnival Corporation common stock or Carnival plc ordinary shares during the vesting period. The dividend equivalents, if any, will be distributed upon the vesting of the MTE and PBS. The final number of 2022 MTE and PBS is listed in the “Grants of Plan-Based Awards” table. The MTE incentives were discontinued for fiscal 2023, in line with shareholder feedback and, as described in more detail below, the 2023 PBS grants returned to multi-year performance criteria consistent with past practice prior to the COVID-related pause in guest cruise operations.
2023 Long-Term PBS and TBS Incentives
2023 Long-Term PBS and TBS Incentives PBS grants represent 70% of our Named Executive Officers’ target equity incentive in our 2023 compensation program. The Compensation Committees approved Adjusted EBITDA at constant currency and fuel (65%), Adjusted ROIC (25%), and Carbon Intensity Reduction (10%) as the performance metrics. These grants are subject to a three-year measurement period of fiscal 2023-2025, and cliff vest in 2026 based on attainment of performance goals following the end of the three-year performance period with a payout range of 0 to 200% of target. The specific performance targets will be disclosed after the end of the performance period in the 2026 Proxy Statement, as the Boards consider them strategic and commercially sensitive to disclose at this time. In January 2023, the Compensation Committees approved a PBS target value for each of our Named Executive Officers and certain other executives. Each target value was determined after consideration of recommendations received from our CEO (other than in respect of his own grant which was recommended by our Chair of the Compensation Committees), as well as reviewing the scope of each Named Executive Officer’s responsibilities, performance and long-term retention considerations. In April 2023, PBS grants were made based on the values approved in January 2023 and were converted into a target number of PBS based on the grant date closing price of our shares. They will vest in February 2026, subject to certification of performance results. The PBS grants do not receive dividends or have voting rights. Each PBS is credited with dividend equivalents equal to the value of any cash and stock dividends paid on Carnival Corporation common stock or Carnival plc ordinary shares during the vesting period. The dividend equivalents, if any, will be distributed upon the vesting of the PBS. For 2023, the Compensation Committees also determined to provide 30% of the target equity incentive in TBS grants to incentivize retention and in consideration of shareholder feedback. These grants vest annually on a pro-rata basis over a three-year period. The final number of 2023 PBS and TBS is listed in the “Grants of Plan-Based Awards” table.
2023 Long-Term PBS and TBS Incentives
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POST-EMPLOYMENT COMPENSATION OBLIGATIONS
POST-EMPLOYMENT COMPENSATION OBLIGATIONS Carnival Corporation & plc does not have any change of control agreements that provide cash severance to our Named Executive Officers upon a change of control of Carnival Corporation & plc. Carnival Corporation & plc does not have employment agreements with any of our Named Executive Officers that provide cash severance benefits in connection with the termination of the executive’s employment, with the exception of the employment agreement with Mr. Thamm. Mr. Thamm was provided notice of separation and ceased providing services to us in April 2023. His employment agreement includes a 12-month notice period that will end in April 2024. During this notice period, he is subject to a non-compete provision. Under the terms of the settlement agreement between Carnival plc and Mr. Thamm, which outlines the terms of his separation, Mr. Thamm continues to receive his base salary as provided in his employment agreement in monthly installments of €71,687.50 until April 30, 2024, and he will also receive an additional lump sum payment of €1,139,750 in February 2024 to settle all claims relating to variable (bonus) compensation. Mr. Thamm’s outstanding equity grants will also continue to vest in accordance with the retirement provisions of the 2014 Employee Share Plan and the grant agreements. Mr. Thamm is
POST-EMPLOYMENT COMPENSATION OBLIGATIONS
also eligible to continue to receive certain benefits he received prior to his separation through April 2024. Mr. Burke and Ms. Deynes entered into Confidentiality Agreements and Restrictive Covenants providing that they are entitled to six months base salary as compensation for their confidentiality and further agreement not to engage in competition with us for a period of six months following their termination of employment. The Compensation Committees believe that the consideration provided to Mr. Burke and Ms. Deynes under these agreements is reasonable. Upon termination of employment for certain circumstances or upon a change of control, our Named Executive Officers, excluding Mr. Thamm, may be entitled to retain or receive accelerated vesting of equity grants. Under the terms of the Carnival Corporation 2020 Stock Plan, however, the default provision upon a change in control would provide only for a “double trigger” acceleration of equity grants (such that no acceleration would occur unless the participant’s employment were subsequently terminated by Carnival Corporation & plc (or its successor) without cause). These benefits are provided under the terms of the Carnival Corporation 2020 Stock Plan and the grant agreements. However, none of our Named Executive Officers are entitled to receive any tax gross-up payments in respect of their severance benefits or accelerated equity grants. The benefits that our Named Executive Officers may be eligible to receive in connection with the termination of their employment or upon a change of control are described in detail in the “Potential Payments Upon Termination or Change of Control” section. The Compensation Committees believe that these arrangements are reasonable and encourage executives to comply with post-termination non-compete and other restrictive covenants and to cooperate with us both before and after their employment is terminated.
INDEPENDENT COMPENSATION CONSULTANTS
INDEPENDENT COMPENSATION CONSULTANTS The Compensation Committees have engaged Frederic W. Cook & Co., Inc. (“FW Cook”) (together with its UK affiliated firm, FIT Remuneration Consultants LLP (“FIT”)) to assist in their annual review of our executive and Director compensation programs. The Compensation Committees believe that FW Cook and FIT provided objective advice to the Compensation Committees. FW Cook and FIT provide no other services to Carnival Corporation & plc and have no other connections with Carnival Corporation & plc or individual Directors. During fiscal 2023, a consultant from FW Cook attended meetings of the Compensation Committees and provided FW Cook’s views on proposed actions by the Compensation Committees. In accordance with the New York Stock Exchange rules relating to compensation consultant independence, the Compensation Committees have determined that FW Cook and FIT and their consultants are independent after taking into consideration the factors set forth in the New York Stock Exchange rules. Pursuant to the foregoing factors, the Compensation Committees have determined that FW Cook’s and FIT’s work raised no conflicts of interest.
INDEPENDENT COMPENSATION CONSULTANTS
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PEER GROUP CHARACTERISTICS
PEER GROUP CHARACTERISTICS The Compensation Committees perform an annual review of the compensation practices of certain other publicly-listed companies with the assistance of their consultant. This annual market assessment consists of an analysis of executive pay at a group of publicly-listed peer companies. In April 2019, based on the recommendations of FW Cook, the Compensation Committees approved a peer group listed below (the “Peer Group”), which was used when assessing the fiscal 2023 compensation for our Named Executive Officers. The Peer Group consists of 19 publicly-listed companies from diverse industries that exhibit similar pre-COVID-19 pandemic size and business characteristics with Carnival Corporation & plc, noting also that not all members of the Peer Group were impacted by the COVID-19 pandemic in the same way. At the time the Peer Group was approved, our revenue ranked at the 45th percentile and market capitalization ranked at the 59th percentile of the Peer Group. We operate in a niche industry with a limited number of other publicly traded cruise operators. The Peer Group reflects the market in which we may compete for business, investor capital, and/or executive talent and was considered to be more closely aligned to our business complexity, breadth, scope, median reviews, and market capitalization. The Peer Group used in assessing fiscal 2023 compensation reflects a balanced group of companies in the consumer discretionary sector, including travel and hospitality, media, retailing, services, and transportation companies. For these reasons, the Compensation Committees continued to believe that this set of companies was an appropriate reference group in assessing executive compensation for fiscal 2023.
PEER GROUP COMPANIES
PEER GROUP COMPANIES
PEER GROUP COMPANIES
| • American Airlines Group Inc. | • Kimberly-Clark Corporation | • Norwegian Cruise Line Holdings Ltd. | | • Darden Restaurants, Inc. | • Las Vegas Sands Corp. | • Royal Caribbean Cruises Ltd. | | • Delta Air Lines, Inc. | • Live Nation Entertainment, Inc. | • Starbucks Corporation | | • FedEx Corporation | • Marriott International, Inc. | • United Continental Holdings, Inc. | | • General Mills, Inc. | • McDonald’s Corporation | • United Parcel Service, Inc. | | • Hilton Worldwide Holdings Inc. | • MGM Resorts International | | | • International Consolidated Airlines Group, S.A. | • Mondelēz International, Inc. | |
CHANGES TO PEER GROUP FOR ASSESSING FISCAL 2024 COMPENSATION
CHANGES TO PEER GROUP FOR ASSESSING FISCAL 2024 COMPENSATION In July 2023, our Compensation Committees approved a new compensation peer group for use in evaluating fiscal 2024 compensation. This was the first update to our peer group since 2019. This revised peer group will better reflect where Carnival Corporation & plc is currently positioned following the impacts that the pandemic and subsequent return to full guest cruise operations had on key metrics such as revenue, enterprise value, and certain financial metrics that the Committees consider in approving our peer group. New additions to the peer group include Expedia Group Inc., Caesars Entertainment Inc., Southwest Airlines Co., and Booking Holdings Inc. The updated peer group no longer includes FedEx Corporation, General Mills Inc., Kimberly-Clark Corporation, Mondelēz International Inc., or United Parcel Service Inc. These changes were enacted to rebalance our compensation peer group, applying our established philosophy of balancing peers’ market capitalization, revenue, sector, business complexity, breadth, scope, and potential candidate pool overlap.
CHANGES TO PEER GROUP FOR ASSESSING FISCAL 2024 COMPENSATION
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COMPETITIVE MARKET (PEER GROUP) COMPARISON
COMPETITIVE MARKET (PEER GROUP) COMPARISON Annually, the Compensation Committees’ independent consultant, FW Cook, conducts a competitive market review to assist the Compensation Committees in their assessment of our Named Executive Officers’ competitive positioning of total compensation relative to the markets in which Carnival Corporation & plc competes for executive talent. FW Cook conducted a competitive market assessment on behalf of the Compensation Committees for fiscal 2023. The Compensation Committees reviewed our aggregate Named Executive Officer total compensation in comparison to the competitive market, which consists of the Peer Group as well as third-party surveys that reflect a broad database of hundreds of companies. The Compensation Committees were not provided with the identities of the companies in the surveys generally (or of the subsets of companies which had data for relevant comparable positions). As applicable, any utilized survey data was combined with the data for the Peer Group to produce a consolidated aggregated competitive market range for total direct compensation. These analyses suggest that, in the aggregate, total direct compensation levels for our Named Executive Officers are generally below competitive market levels, which is being addressed. The Compensation Committees, as advised by FW Cook, consider total direct compensation to be generally competitive when within a range of 15% above or below the market median. Actual pay positioning can vary based on factors including job responsibilities, experience, impact of role, and individual performance. Consistent with the approach that the Compensation Committees take in reviewing each element of total direct compensation, the Compensation Committees utilize these analyses to assess the extent to which the compensation provided to our Named Executive Officers is generally consistent with that offered by companies with whom Carnival Corporation & plc competes for executive-level talent. The Compensation Committees do not use these analyses to peg any particular element of compensation (or total compensation) to any specific targeted Peer Group level.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE Although Carnival Corporation and Carnival plc are two separate entities, our business is run by a single senior management team. The following tables, narrative, and footnotes discuss the compensation of our CEO, our Chief Financial Officer, our three other most highly compensated executive officers for the year ended November 30, 2023, and one former executive officer for whom disclosure would have been provided pursuant to Item 402 of Regulation S-K but for the fact that he was not serving as an executive officer at the end of fiscal 2023, who are referred to as the Named Executive Officers. Mr. Thamm’s cash compensation was payable in euro. These euro amounts have been converted into U.S. dollars at the average U.S. dollar to euro exchange rate for fiscal 2023 of $1.08:€1. The value for Carnival plc ordinary shares has been converted from sterling into U.S. dollars based on the exchange rate on the date of grant, being $1.20:£1 on February 21, 2023.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Fiscal Year | Salary ($) | Stock Grants(1) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(2) ($) | Total ($) | | Josh Weinstein President, CEO and Chief Climate Officer | 2023 | 1,250,000 | 7,460,811 | 4,650,000 | 447,792 | 13,808,603 | | | 2022 | 983,333 | 4,695,000 | 2,044,644 | 291,176 | 8,014,153 | | David Bernstein Chief Financial Officer and Chief Accounting Officer | 2023 | 850,000 | 5,429,987 | 2,232,000 | 348,907 | 8,860,894 | | | 2022 | 850,000 | 0 | 1,320,000 | 418,671 | 2,588,671 | | | 2021 | 750,000 | 2,129,909 | 2,000,000 | 77,298 | 4,957,207 | | William Burke Chief Maritime Officer | 2023 | 700,000 | 839,983 | 930,000 | 95,731 | 2,565,714 | | | 2022 | 641,333 | 0 | 550,000 | 93,550 | 1,284,883 | | Bettina Deynes Chief Human Resources Officer(3) | 2023 | 425,000 | 402,485 | 558,000 | 77,876 | 1,463,361 | | Enrique Miguez General Counsel | 2023 | 600,000 | 884,978 | 837,000 | 194,336 | 2,516,314 | | | 2022 | 500,000 | 0 | 385,000 | 216,484 | 1,101,484 | | | 2021 | 437,500 | 219,991 | 600,000 | 106,292 | 1,363,783 | | Michael Thamm Group CEO of Costa Group & Carnival Asia(4) | 2023 | 929,070 | 1,857,342 | 0 | 106,757 | 2,893,169 | | | 2022 | 911,865 | 0 | 1,301,256 | 109,045 | 2,322,166 | | | 2021 | 1,023,698 | 2,981,753 | 2,656,080 | 190,238 | 6,851,769 |
SUMMARY COMPENSATION TABLE
(1) The amounts included in the “Summary Compensation Table” reflect the grant date fair value, assuming no risk of forfeiture, of the grants of Carnival Corporation RSUs and Carnival plc RSUs made to our Named Executive Officers in fiscal 2023, calculated in accordance with ASC 718. The valuation of share-based grants is discussed in Notes 2 and 13 to the financial statements in the Carnival Corporation & plc joint Annual Report on Form 10-K for the year ended November 30, 2023. The amounts reflect the grant date fair value of the fiscal 2022 MTE and PBS grants made in February 2023, and fiscal 2023 TBS and PBS grants made in April 2023, calculated in accordance with ASC 718. The grant date fair value of the MTE, TBS, and PBS grants assuming combined maximum performance (200% of target for the 2023 PBS) is $10,960,808 for Mr. Weinstein, $7,267,482 for Mr. Bernstein, $1,119,976 for Mr. Burke, $664,984 for Ms. Deynes, and $1,234,974 for Mr. Miguez. Mr. Thamm did not receive a 2023 PBS grant and the grant date fair value of his MTE, 2022 PBS and TBS grants assuming combined maximum performance is as noted in the table above. For the proceeds received by the Named Executive Officers upon the vesting of RSUs, see the “Stock Vested for Fiscal 2023” table. (2) See the “All Other Compensation” table for additional information. (3) Ms. Deynes is a Named Executive Officer for the first time in fiscal 2023. Mr. Thamm ended service as an executive officer effective April 5, 2023.
SUMMARY COMPENSATION TABLE
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GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023 Equity grants and non-equity grants made to the Named Executive Officers during fiscal 2023 are as follows:
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
| | Grant Type | | Estimated Possible Payouts Under Non-Equity Incentive Plan Grants(1) ($) | | | Estimated Possible Payouts Under Equity Incentive Plan Grants(2) (#) | | | All Other Stock Grants: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Grants(3) ($) | | Name | | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Josh Weinstein | Annual Bonus | | 1,250,000 | 2,500,000 | 5,000,000 | | | | | | | | 2022 MTE | 2/21/2023 | | | | | | | 112,194 | 1,248,719 | | | 2022 PBS | 2/21/2023 | | | | | | | 108,904 | 1,212,102 | | | 2023 TBS | 4/21/2023 | | | | | | | 159,914 | 1,499,993 | | | 2023 PBS | 4/21/2023 | | | | 186,567 | 373,134 | 746,268 | | 3,499,997 | | David Bernstein | Annual Bonus | | 600,000 | 1,200,000 | 2,400,000 | | | | | | | | 2022 MTE | 2/21/2023 | | | | | | | 84,007 | 934,998 | | | 2022 PBS | 2/21/2023 | | | | | | | 168,014 | 1,869,996 | | | 2023 TBS | 4/21/2023 | | | | | | | 83,955 | 787,498 | | | 2023 PBS | 4/21/2023 | | | | 97,948 | 195,895 | 391,790 | | 1,837,495 | | William Burke | Annual Bonus | | 250,000 | 500,000 | 1,000,000 | | | | | | | | 2022 MTE | 2/21/2023 | | | | | | | 17,295 | 192,493 | | | 2022 PBS | 2/21/2023 | | | | | | | 22,237 | 247,498 | | | 2023 TBS | 4/21/2023 | | | | | | | 12,793 | 119,998 | | | 2023 PBS | 4/21/2023 | | | | 14,925 | 29,850 | 59,700 | | 279,993 | | Bettina Deynes | Annual Bonus | | 150,000 | 300,000 | 600,000 | | | | | | | | 2022 PBS | 2/21/2023 | | | | | | | 2,470 | 27,491 | | | 2023 TBS | 4/21/2023 | | | | | | | 11,993 | 112,494 | | | 2023 PBS | 4/21/2023 | | | | 13,993 | 27,985 | 55,970 | | 262,499 | | Enrique Miguez | Annual Bonus | | 225,000 | 450,000 | 900,000 | | | | | | | | 2022 MTE | 2/21/2023 | | | | | | | 24,707 | 274,989 | | | 2022 PBS | 2/21/2023 | | | | | | | 9,883 | 109,998 | | | 2023 TBS | 4/21/2023 | | | | | | | 15,991 | 149,996 | | | 2023 PBS | 4/21/2023 | | | | 18,657 | 37,313 | 74,626 | | 349,996 | | Michael Thamm | Annual Bonus | | 0 | 0 | 0 | | | | | | | | 2022 MTE | 2/19/2023 | | | | | | | 55,246 | 546,272 | | | 2022 PBS | 2/19/2023 | | | | | | | 132,592 | 1,311,070 |
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
(1) Represents the potential value of the payout of the annual bonuses under the MIP for fiscal 2023 performance. The actual amount of a Named Executive Officer’s annual bonus paid in fiscal 2024 for fiscal 2023 performance is shown in the “Summary Compensation Table” in the “Non-Equity Incentive Plan Compensation” column. For a more detailed description of the potential annual bonus payout, see the description in the “2023 Annual Bonuses” section of the Compensation Discussion and Analysis. (2) Represents the potential number of shares earnable under the annual 2023 PBS grant. For a more detailed description of the potential payout under the annual 2023 PBS grant, see the description in the “2023 Long-Term PBS and TBS Incentives” section of the Compensation Discussion and Analysis. Represents the full grant date fair values of the equity grants made in fiscal 2023, which were determined based on the assumptions set forth in Notes 2 and 13 to the Carnival Corporation & plc consolidated financial statements included in our Annual Report on Form 10-K for the year ended November 30, 2023 (disregarding estimated forfeitures). The full grant date fair value for a grant is the amount that Carnival Corporation & plc will expense in their financial statements over the grant’s vesting schedule or until the retirement eligibility date, if such date is earlier than the vesting date, when vesting is not contingent upon future performance. The full grant date fair value may not correspond to the actual value that will be realized. The maximum number of 2023 PBS each Named Executive Officer may receive is two times the target number.
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
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NARRATIVE DISCLOSURE TO THE “SUMMARY COMPENSATION TABLE” AND THE “GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023” TABLE
NARRATIVE DISCLOSURE TO THE “SUMMARY COMPENSATION TABLE” AND THE “GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023” TABLE
EMPLOYMENT AGREEMENTS
EMPLOYMENT AGREEMENTS Only one of our Named Executive Officers, Mr. Thamm, had an employment agreement in fiscal 2023. Mr. Thamm was provided notice of separation and ceased providing services to us in April 2023. His employment agreement includes a 12-month notice period that will end in April 2024. For more detailed information regarding Mr. Thamm’s employment agreement as well as his separation, please refer to the Compensation Discussion and Analysis section and the exhibit index to the Carnival Corporation & plc 2023 joint Annual Report on Form 10-K.
ANNUAL BONUS PLANS
ANNUAL BONUS PLANS Annual bonuses for our Named Executive Officers are determined based on the MIP. For more detailed information regarding this plan, please refer to the Compensation Discussion and Analysis and the exhibit index to the Carnival Corporation & plc 2023 joint Annual Report on Form 10-K.
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION The Compensation Committees made fiscal 2022 MTE and PBS grants and 2023 TBS and PBS grants to our Named Executive Officers in fiscal 2023. None of these grants receive dividends or have voting rights. Each grant is credited with dividend equivalents equal to the value of cash and stock dividends, if any, paid on Carnival Corporation common stock or Carnival plc ordinary shares. The dividend equivalents, if any, are settled only when these RSUs are released from restriction. Please refer to the Compensation Discussion and Analysis for additional detail on these grants. For further information regarding forfeiture and treatment upon termination or change of control, refer to the “Potential Payments Upon Termination or Change of Control” section.
OUTSTANDING EQUITY GRANTS AT FISCAL 2023 YEAR-END
OUTSTANDING EQUITY GRANTS AT FISCAL 2023 YEAR-END Our Named Executive Officers do not hold options over either Carnival Corporation or Carnival plc shares. Information with respect to outstanding Carnival Corporation restricted shares and RSUs granted by Carnival Corporation & plc to and held by our Named Executive Officers as of November 30, 2023, except for Mr. Thamm whose RSUs are related to Carnival plc ordinary shares, is as follows:
OUTSTANDING EQUITY GRANTS AT FISCAL 2023 YEAR-END
| | Stock Grants | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Grants: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Grants: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Josh Weinstein | 19,477(2) | 293,324 | 373,134 | 5,619,398(3) | | | 112,194(4) | 1,689,642 | 500,000 | 7,530,000(5) | | | 108,904(4) | 1,640,094 | | | | | 159,914(6) | 2,408,305 | | | | TOTAL | 400,489 | 6,031,364 | 873,134 | 13,149,398 | | David Bernstein | 34,020(2) | 512,341 | 195,895 | 2,950,179(3) | | | 84,007(4) | 1,265,145 | | | | | 168,014(4) | 2,530,291 | | | | | 83,955(6) | 1,264,362 | | | | TOTAL | 369,996 | 5,572,140 | 195,895 | 2,950,179 | | William Burke | 9,351(2) | 140,826 | 29,850 | 449,541(3) | | | 17,295(4) | 260,463 | | | | | 22,237(4) | 334,889 | | | | | 12,793(6) | 192,663 | | | | TOTAL | 61,676 | 928,841 | 29,850 | 449,541 | | Bettina Deynes | 1,597(2) | 24,051 | 27,985 | 421,454(3) | | | 2,505(4) | 37,725 | | | | | 2,470(4) | 37,198 | | | | | 11,993(6) | 180,615 | | | | TOTAL | 18,565 | 279,589 | 27,985 | 421,454 | | Enrique Miguez | 3,515(2) | 52,936 | 37,313 | 561,934(3) | | | 24,707(4) | 372,087 | | | | | 9,883(4) | 148,838 | | | | | 15,991(6) | 240,824 | | | | TOTAL | 54,096 | 814,686 | 37,313 | 561,934 | | Michael Thamm | 55,683(2) | 736,129 | 0 | 0 | | | 55,246(4) | 730,352 | | | | | 132,592(4) | 1,752,866 | | | | TOTAL | 243,521 | 3,219,348 | 0 | 0 |
OUTSTANDING EQUITY GRANTS AT FISCAL 2023 YEAR-END
(1) Market value of the stock grants is based on the closing price of Carnival Corporation common stock on November 30, 2023 of $15.06, except for the Carnival plc RSUs granted to Mr. Thamm under the Carnival plc 2014 Employee Share Plan, which are based on closing price of Carnival plc ordinary shares on November 30, 2023 of £10.41, which has been converted into $13.22 based on the November 30, 2023 exchange rate of $1.27:£1. (2) Restrictions ordinarily lapse on January 19, 2024. (3) Market value is based on target performance assuming 100% payout on the April 2023 PBS grant at November 30, 2023. This grant vests zero to 200% of target based upon the extent to which annual Adjusted EBITDA, as normalized for fuel price changes and currency exchange rate impacts for each of the three fiscal years in the 2023-2025 performance cycle, ROIC for 2025, and carbon intensity reduction metrics, exceed specified performance goals. Additional shares will be provided to take into account dividend reinvestment during the performance period, if any. Restrictions lapse on February 12, 2026. (4) Restrictions lapse on February 15, 2024 and February 18, 2025. Market value is based on target performance assuming 100% payout on the August 2022 long-term PBS grant to Mr. Weinstein
OUTSTANDING EQUITY GRANTS AT FISCAL 2023 YEAR-END
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OUTSTANDING EQUITY GRANTS AT FISCAL 2023 YEAR-END
as at November 30, 2023. This grant vests zero to 200% of target based upon the extent to which the long-term PBS performance measure exceeds specified performance goals. (6) Restrictions lapse on February 15, 2024, February 18, 2025, and February 12, 2026.
STOCK VESTED FOR FISCAL 2023
STOCK VESTED FOR FISCAL 2023 None of our Named Executive Officers held options during fiscal 2023. The following table provides information for our Named Executive Officers on the number of shares acquired upon the vesting of RSUs and the value realized, before the payment of any applicable withholding tax and broker commissions.
STOCK VESTED FOR FISCAL 2023
| | Stock Grants | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Josh Weinstein | 64,517 | 756,462 | | David Bernstein | 113,592 | 1,275,907 | | William Burke | 31,024 | 348,374 | | Bettina Deynes | 4,034 | 44,181 | | Enrique Miguez | 7,987 | 83,614 | | Michael Thamm | 168,452 | 1,682,332 |
STOCK VESTED FOR FISCAL 2023
(1) The fair market value of Carnival Corporation common stock realized on vesting has been determined using the average of the highest and lowest sale prices reported as having occurred on the New York Stock Exchange on the date of vesting. The fair market value of Carnival plc ordinary shares realized on vesting has been determined using the average of the highest and lowest sale prices reported as having occurred on the London Stock Exchange on the date of vesting. The value for Carnival plc ordinary shares has been converted from sterling into U.S. dollars based on the exchange rate on the date of vesting.
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2023
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2023 None of the Named Executive Officers participate in any nonqualified deferred compensation plans sponsored by Carnival Corporation or Carnival plc. Mr. Weinstein, Mr. Bernstein, Mr. Burke, Ms. Deynes, and Mr. Miguez and other Carnival Corporation employees who are deemed highly compensated employees under IRS regulations (the “HCEs”) are paid a profit-sharing contribution as additional cash compensation under the Carnival Corporation Fun Ship Non-Qualified Savings Plan, a non-tax qualified plan which does not currently have any deferred compensation features. The profit-sharing contributions are based on years of service and are paid as a percentage of eligible pay. Employees hired after January 1, 2020 are not eligible to participate in profit-sharing and no additional years of service are counted after December 31, 2021. Effective January 2024, the profit-sharing contributions will be discontinued for the Named Executive Officers and other HCEs of Carnival Corporation, subject to payment of the 2023 profit share, with the profit-share percentages fixed in 2021 being rolled into the individuals’ salary and target bonus. The following tables shows the eligible profit-sharing contribution percentages and years of service of the Named Executive Officers that will be rolled into their fiscal 2024 salary and bonus target:
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2023
| Name | Years of Service at December 31, 2021 | Award (% of Eligible Pay) | | Josh Weinstein | 20 | 9% | | David Bernstein | 24 | 12% | | William Burke | 8 | 2% | | Bettina Deynes | 2 | 1% | | Enrique Miguez | 25 | 12% |
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2023
Mr. Weinstein, Mr. Bernstein, Mr. Burke, Ms. Deynes, and Mr. Miguez are also eligible to receive matching contributions under the 401(K) Plan which is contributed to the 401(k) Plan by Carnival Corporation on behalf of these individuals. From January 1, 2021, Carnival Corporation matched 100% of employee deferrals up to 1% of eligible pay plus 50% of employee deferrals that exceed 1% of eligible pay but do not exceed 6% of eligible pay. “Eligible pay” includes regular pay (before any pre-tax contributions from pay and taxes) and bonus. For matching and profit-sharing contributions, eligible pay does not include amounts in excess of the maximum compensation rate under Internal Revenue Code Section 401(a)(17).
NONQUALIFIED DEFERRED COMPENSATION IN FISCAL 2023
| Compensation | | Potential Payments upon Termination or Change of Control |
Potential Payments upon Termination or Change of Control
Potential Payments upon Termination or Change of Control Each of our Named Executive Officers may be eligible to receive certain payments and benefits in connection with termination of employment under various circumstances. The potential benefits payable to our Named Executive Officers in the event of termination of employment under various scenarios on November 30, 2023 are described below. Since Mr. Thamm was provided notice of separation and ceased providing services to us in April 2023, the below describes actual payments and benefits to be provided in connection with his separation. In addition to benefits described below, our Named Executive Officers will be eligible to receive any benefits accrued under Carnival Corporation & plc broad-based employee benefit plans, such as distributions under life insurance, disability benefits and accrued vacation pay, in accordance with those plans and policies. These benefits are generally available to all employees.
CASH SEVERANCE BENEFITS
CASH SEVERANCE BENEFITS It is the policy of the Compensation Committees for executive officers to have notice periods of not more than 12 months in duration. The Compensation Committees may make an exception to this practice where they believe doing so would be in the best interests of Carnival Corporation and Carnival plc and their shareholders. The Compensation Committees will continue to consider the individual circumstances of each case taking account of best practice in the UK and the U.S. and the expected cost to Carnival Corporation & plc of any termination of an executive’s employment arrangements. Accordingly, Mr. Weinstein, Mr. Bernstein, and Mr. Miguez have no employment agreements and no entitlement to severance except for possible retention of unvested restricted share grants depending on the circumstances of their separation of employment discussed below. Mr. Thamm was provided notice of separation without cause and ceased providing services to us in April 2023. His employment agreement includes a 12-month notice period that will end in April 2024. In connection with his separation and under the terms of his agreement, he will receive the amount noted below under “Estimated Cash and Benefits Payments upon Termination of Employment.” In addition, Mr. Burke is eligible to receive six months’ base salary upon separation from employment for any reason other than for cause and Ms. Deynes is eligible to receive six months’ base salary upon separation from employment in case of termination without cause or change or control, as consideration for their non-competition and non-solicitation obligations pursuant to Confidentiality Agreements and Restrictive Covenants.
CASH SEVERANCE BENEFITS
| Compensation | | Potential Payments upon Termination or Change of Control |
ESTIMATED CASH AND BENEFITS PAYMENTS UPON TERMINATION OF EMPLOYMENT
ESTIMATED CASH AND BENEFITS PAYMENTS UPON TERMINATION OF EMPLOYMENT The following table quantifies the cash compensation or value of benefits that Mr. Burke and Ms. Deynes would receive upon termination of employment, and the cash compensation and value of benefits that Mr. Thamm is entitled to receive in connection with his separation. None of the other Named Executive Officers are eligible to receive cash compensation or benefits upon termination of employment, other than broad-based benefits described above. The amounts shown assume the event that triggered the treatment occurred on November 30, 2023, other than with respect to Mr. Thamm, as noted below. The table does not include amounts they would be entitled to without regard to the circumstances of termination, such as earned or accrued compensation.
ESTIMATED CASH AND BENEFITS PAYMENTS UPON TERMINATION OF EMPLOYMENT
| Name | Benefit | Termination without Cause ($) | Voluntary Termination ($) | Death or Disability ($) | Change of Control ($) | | William Burke | Non-Competition Compensation | 350,000 | 350,000 | 350,000 | 350,000 | | Bettina Deynes | Non-Competition Compensation | 212,500 | 0 | 0 | 212,500 | | TOTAL | | 562,500 | 350,000 | 350,000 | 562,500 | | Michael Thamm | Separation Compensation | 1,636,619(1) | N/A | N/A | N/A | | TOTAL | | 1,636,619 | N/A | N/A | N/A |
ESTIMATED CASH AND BENEFITS PAYMENTS UPON TERMINATION OF EMPLOYMENT
(1) This amount represents estimated compensation payable to Mr. Thamm from November 30, 2023 through April 30, 2024. Mr. Thamm was provided notice of separation and ceased to provide services to us in April 2023. Under the terms of his separation as well as the settlement agreement, Mr. Thamm continues to receive his base salary as provided in his employment agreement in monthly installments of €71,687.50 until April 30, 2024, and he will also receive an additional lump sum payment of €1,139,750 in February 2024 to settle all claims relating to variable (bonus) compensation. Mr. Thamm also continues to be eligible for certain benefits through April 2024, including automobile lease or allowance ($7,884 estimated from November 30, 2023 to April 30, 2024) and health, accidental, life and permanent disability insurance ($10,692 estimated from November 30, 2023 to April 30, 2024). Mr. Thamm’s separation compensation is payable in euro and has been converted into U.S. dollars using the average U.S. dollar to euro exchange rate for fiscal 2023 of $1.08:€1.
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION Vesting of RSUs upon termination of a Named Executive Officer’s employment is dependent upon the reasons his or her employment is terminated, the terms of the respective equity plan and the associated equity grant agreement. Equity grants made to our Named Executive Officers are subject to the same terms as all other participants generally.
CARNIVAL CORPORATION 2020 STOCK PLAN
| Name | Long-Term PBS | MTE | PBS | TBS | | Josh Weinstein | CC 2020 | CC 2020 | CC 2020 | CC 2020 | | David Bernstein, William Burke, Bettina Deynes, and Enrique Miguez | | CC 2020 | CC 2020 | CC 2020 | | Michael Thamm | | Plc 2014 | Plc 2014 | Plc 2014 |
CARNIVAL CORPORATION 2020 STOCK PLAN
| Compensation | | Potential Payments upon Termination or Change of Control |
POTENTIAL VALUE OF EQUITY GRANTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL
POTENTIAL VALUE OF EQUITY GRANTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL The following table details the value of all outstanding RSU grants that would have become vested, or that could have continued to vest, subject to any non-compete and confidentiality requirement, for termination of employment or upon a change of control as of November 30, 2023, other than with respect to Mr. Thamm, as described below. The true value of these equity grants for future vesting periods is subject to market fluctuations occurring over time.
POTENTIAL VALUE OF EQUITY GRANTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL
| Compensation | | Potential Payments upon Termination or Change of Control |
ESTIMATED POTENTIAL VALUE OF EQUITY GRANTS(1)(2)
ESTIMATED POTENTIAL VALUE OF EQUITY GRANTS(1)(2)
ESTIMATED POTENTIAL VALUE OF EQUITY GRANTS(1)(2)
| Name | Termination without Cause ($) | Death or Disability ($) | Retirement ($) | Change of Control(3) ($) | | Josh Weinstein | 1,298,597 | 19,180,762 | 0 | 19,180,762 | | David Bernstein | 1,480,220 | 8,522,318 | 5,059,799 | 8,522,318 | | William Burke | 232,187 | 1,378,382 | 788,015 | 1,378,382 | | Bettina Deynes | 14,507 | 701,043 | 0 | 701,043 | | Enrique Miguez | 203,161 | 1,376,620 | 0 | 1,376,620 | | Michael Thamm(4) | 3,219,518 | N/A | N/A | N/A | | TOTAL | 6,448,191 | 31,159,125 | 5,847,813 | 31,159,125 |
ESTIMATED POTENTIAL VALUE OF EQUITY GRANTS(1)(2)
(1) The value for RSUs is based on the closing price of Carnival Corporation common stock on November 30, 2023 of $15.06, except for the Carnival plc RSUs held by Mr. Thamm, which is based on the closing price of Carnival plc ordinary shares on November 30, 2023 of £10.41, which has been converted into $13.22 based on the November 30, 2023 exchange rate of $1.27:£1. (2) The value of the RSUs are reflected using the target number of RSUs granted. (3) Termination of employment is required to trigger acceleration upon a change of control. Mr. Thamm was provided notice of separation and ceased providing services to us in April 2023. His MTE, PBS, and TBS grants will continue to vest in accordance with the retirement provisions of the 2014 Employee Share Plan and the grant agreements.
ESTIMATED POTENTIAL VALUE OF EQUITY GRANTS(1)(2)
| Compensation | | U.S. CEO Pay Ratio |
U.S. CEO Pay Ratio
U.S. CEO Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee. The 2023 annual total compensation of our CEO as set forth in the Summary Compensation Table is $13,808,603, the 2023 annual total compensation of our median compensated employee is $16,789, and the ratio of these amounts is 822 to 1. Our median compensated employee population consists primarily of ship-based employees who work fewer than twelve months of the year.
U.S. CEO Pay Ratio
| Employee | 2023 Annual Total Compensation ($) | Pay Ratio | | CEO | 13,808,603 | 822:1 | | Median employee, other than our CEO | 16,789 | |
U.S. CEO Pay Ratio
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our global human resources and payroll systems of record and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. To identify our median employee, we used total cash compensation for our estimated employee population of 104,970 as of September 30, 2023. Our workforce includes a large number of ship-based employees who typically work six to eleven months of the year and, as permitted by SEC rules, we did not annualize the pay for our employees when identifying our median employee. We then applied a valid statistical sampling methodology to identify employees who were paid within a 1% range of the median. From these employees, we then identified a representative median employee from this group and calculated that employee’s annual total compensation in fiscal 2023 consistent with Item 402(c) of Regulation S-K. This figure includes gratuities directly billed to our guests but excludes any cash gratuities paid directly to the employee by guests. It also excludes room and meals, transportation to and from the ship, and medical care, which are provided to our ship-based employees without charge.
Pay versus Performance
Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, following is information about the relationship between executive “compensation actually paid” and our financial performance. This disclosure does not reflect the value actually received or realized by our Named Executive Officers or how our Compensation Committees evaluate compensation decisions. Please refer to the “Compensation Discussion and Analysis” section for a discussion of our executive compensation program objectives and program design to align executive compensation with our performance.
Pay versus Performance
| Compensation | | Pay versus Performance |
Tabular Disclosure of Compensation Actually Paid versus Performance
Tabular Disclosure of Compensation Actually Paid versus Performance The following table discloses information on “compensation actually paid” (“CAP”) to our principal executive officers (the “PEOs”) and the average CAP to our other Named Executive Officers (the “non-PEO NEOs”) during the specified years alongside total shareholder return (“TSR”) and net income metrics, as well as a company-selected measure of Adjusted Operating Income. We selected this measure as the most important in linking compensation actually paid to our Named Executive Officers for 2023 to our performance, as Adjusted Operating Income was the predominant metric used in evaluating company-wide performance under our annual bonus plan and is described in more detail in the “Compensation Discussion and Analysis” section above.
Tabular Disclosure of Compensation Actually Paid versus Performance
| Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Summary Compensation Table Total for Former PEO(3) ($) | Compensation Actually Paid to Former PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(4) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (In millions)(6) ($) | Adjusted Operating Income(7) ($) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return(5) ($) | | | | 2023 | 13,808,603 | 23,274,493 | — | — | 3,659,890 | 5,224,395 | 75.38 | 103.18 | (74) | 1,887 | | 2022 | 8,014,153 | 7,895,313 | 11,144,435 | 5,815,515 | 1,824,301 | 1,330,122 | 49.70 | 80.09 | (6,093) | (3,914) | | 2021 | — | — | 15,063,788 | 11,157,235 | 3,304,831 | 2,721,255 | 88.19 | 102.56 | (9,501) | (1,684) |
Tabular Disclosure of Compensation Actually Paid versus Performance
(1) Reflects total compensation of our current CEO, Josh Weinstein, as calculated in the Summary Compensation Table (the “SCT”). (2) The dollar amounts shown in these columns reflect “compensation actually paid” to the Named Executive Officers calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not represent the actual final amount of compensation earned or actually paid to either individual during the applicable years. The adjustments made to each Named Executive Officer’s total compensation for each year to determine CAP are shown in the tables below. For Mr. Weinstein, information is only included beginning with 2022, the first year in which he served as CEO. (3) Reflects the total compensation for our former CEO, Arnold Donald, who served as PEO until August 1, 2022, and is therefore included in this table as an additional PEO in accordance with SEC rules. Amounts shown are calculated in the SCT for each of the years shown. (4) Reflects the average total compensation of our non-PEO NEOs, as calculated in the SCT for each of the years shown. Our non- PEO NEOs included in the table above are the following individuals: for 2023: David Bernstein, William Burke, Bettina Deynes, Enrique Miguez, and Michael Thamm; for 2022: David Bernstein, William Burke, Enrique Miguez, and Michael Thamm; and for 2021: Peter Anderson, David Bernstein, Enrique Miguez, Arnaldo Perez, and Michael Thamm. (5) Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on November 30, 2020. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the Dow Jones U.S. Recreational Services Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate Peer Group used by the Compensation Committees for purposes of determining compensation paid to our executive officers is described in the Compensation Discussion & Analysis section under “Peer Group Characteristics.” (6) Reflects after-tax net income (loss) prepared in accordance with GAAP for each of the years shown. Adjusted Operating Income is a non-GAAP financial measure that represents operating income adjusted for gains and losses on ship sales, restructuring costs and certain other gains and losses that are not part of our core operating business.
Tabular Disclosure of Compensation Actually Paid versus Performance
| Compensation | | Pay versus Performance |
Tabular Disclosure of Compensation Actually Paid versus Performance
| | 2023 | | 2022 | | | 2021 | | | | Weinstein ($) | Non-PEO NEOs ($) | Donald ($) | Weinstein ($) | Non-PEO NEOs ($) | Donald ($) | Non-PEO NEOs ($) | | Total Reported in 2023 SCT | 13,808,603 | 3,659,890 | 11,144,435 | 8,014,153 | 1,824,301 | 15,063,788 | 3,304,831 | | Less, Value of Stock Grants Reported in SCT | 7,460,811 | 1,882,955 | 5,999,996 | 4,695,000 | 0 | 7,449,735 | 1,327,423 | | Plus, Year End Fair Value of Equity Awards Granted in the Year | 14,167,138 | 3,246,175 | 2,984,968 | 4,965,000 | 0 | 6,289,618 | 1,205,892 | | Plus, Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | 2,664,917 | 109,444 | (2,695,390) | (443,809) | (578,848) | (2,925,955) | (507,063) | | Plus, Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Plus, Change in Fair Value from Prior Year End to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | 94,646 | 91,840 | 381,498 | 54,969 | 84,669 | 179,519 | 45,018 | | Less, Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Plus, Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Total Adjustments | 16,926,701 | 3,447,459 | 671,076 | 4,576,160 | (494,179) | 3,543,182 | 743,846 | | Compensation Actually Paid for Fiscal Year | 23,274,493 | 5,224,395 | 5,815,515 | 7,895,313 | 1,330,122 | 11,157,235 | 2,721,255 |
Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance
Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance Below are the most important measures (unranked) used by us to link compensation actually paid to our Named Executive Officers for 2023 to our performance. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis” section above.
Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance
| Adjusted Operating Income | | Adjusted Earnings Before Interest and Taxes | | Return on Invested Capital | | GHG Reduction |
Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As described in more detail in the “Compensation Discussion and Analysis” section, our executive compensation program reflects a pay-for-performance philosophy. The below graphical illustrations demonstrate the relationship between compensation actually paid to the Named Executive Officers over the last three fiscal years as compared to TSR, Net Income, and Adjusted Operating Income over the last three fiscal years. Generally, compensation actually paid (for both the PEO(s) and non-PEO NEOs) since fiscal 2021 has increased or decreased as each of TSR, Net Income, and Adjusted Operating Income has increased or decreased, respectively. In accordance with
Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
| Compensation | | Pay versus Performance |
Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
Item 402(v) of Regulation S-K, we are providing the following descriptions (shown graphically) of the relationships between information presented in the Pay versus Performance table.
Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
| Compensation | | Pay versus Performance |
Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
| | Audit Matters |
Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
| | PROPOSAL 15 | | | Appointment of Auditor of Carnival plc and Ratification of Selection of Independent Registered Public Accounting Firm of Carnival Corporation |
Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
| | PROPOSAL 16 | | | Authorization to Determine the Remuneration of Independent Auditor of Carnival plc |
Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
The Audit Committee of the Board of Directors of Carnival plc has selected Deloitte LLP as Carnival plc’s independent auditor for the year ending November 30, 2024. The Audit Committee of the Board of Directors of Carnival Corporation has selected the Deloitte & Touche LLP as Carnival Corporation’s independent registered public accounting firm for the year ending November 30, 2024. Deloitte LLP and Deloitte & Touche LLP are the respective UK and U.S. member firms of the Deloitte Touche Tohmatsu Limited. In doing so, the Audit Committees confirm that the selection is free from third party influence and no restrictive contractual clauses have been imposed on them. In accordance with the UK auditor rotation requirements, PricewaterhouseCoopers LLP was not eligible to continue as our auditor after the conclusion of their fiscal 2023 audit. As a result, during fiscal 2022, the Audit Committees oversaw a competitive tender process to select a new audit firm for the fiscal 2024 audit. Following a rigorous selection process, the Boards of Directors selected Deloitte & Touche LLP as the independent registered public accounting firm of Carnival Corporation and Deloitte LLP as the independent auditors of Carnival plc for the fiscal 2024 audit, subject to shareholder approval and ratification at the 2024 Annual Meetings of Shareholders. Refer to the Carnival plc Corporate Governance Report (attached as Annex C to this Proxy Statement) for additional information on the audit tender, selection, and auditor transition for the 2024 audit. At this time, we are unable to anticipate if representatives of both the U.S. and UK firms of PricewaterhouseCoopers LLP as the auditors for fiscal 2023 will be present at the Annual Meetings of Shareholders. If they attend, they will have an opportunity to make a statement if they desire to do so and would be expected to be available to respond to appropriate questions from shareholders. Representatives of both Deloitte LLP and Deloitte & Touche LLP as the auditors for the fiscal 2024 audit are expected to be present at the Annual Meetings of Shareholders, will have an opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions from shareholders.
Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
| Audit Matters | | Report of the Audit Committees |
Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
Proposal 15 would appoint Deloitte LLP as the independent auditor of Carnival plc for the fiscal 2024 audit. It is a requirement of Section 489(2) of the Companies Act that Carnival plc appoint its independent auditor before the end of a general meeting at which its annual accounts and reports are laid (which, in the case of Carnival plc, occurs this year at its Annual General Meeting). Proposal 15 would also ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm of Carnival Corporation. Although ratification by our shareholders of the appointment of an independent public accounting firm of Carnival Corporation is not legally required, our Boards of Directors believe that such action is desirable as a matter of good corporate governance. If our shareholders do not approve Proposal 15, the Audit Committees will re-evaluate the appointment and consider the selection of another accounting firm. Under Proposal 16, you are being asked to authorize the Audit Committee of Carnival plc to determine the remuneration of Deloitte LLP as the independent auditor of Carnival plc.
Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
| | The Boards of Directors unanimously recommend a vote FOR the appointment of Deloitte LLP as Carnival plc’s independent auditor, the ratification of the selection of Deloitte & Touche LLP as Carnival Corporation’s independent registered public accounting firm and the authorization of the Audit Committee of Carnival plc to determine the remuneration of Deloitte LLP. |
Discussion
the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and • the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange at the time the purchase is carried out. As of January 11, 2024, there are no options outstanding to subscribe for Carnival plc ordinary shares and Carnival plc has issued 1,962,013 RSUs, which represent in the aggregate 1.1% of Carnival plc’s issued share capital (excluding treasury shares). If the existing authority and the authority sought under Proposal 20 were exercised in full and those ordinary shares of Carnival plc were purchased by Carnival plc and cancelled, these RSUs would represent in the aggregate 1.2% of Carnival plc’s issued share capital (excluding treasury shares). The authority to purchase Carnival plc ordinary shares will expire at the conclusion of the Carnival plc Annual General Meeting in 2025 or on July 4, 2025, whichever is earlier (except in relation to any purchases of shares the contract for which was entered before the expiry of such authority).
Why You Should Vote in Favor of the Approval of the 2024 Plan
Carnival plc would be issued in a ten year period under the 2024 Plan or any other discretionary share plans. If the 2024 Plan is approved by shareholders, no new grants will be made under the Carnival plc 2014 Employee Share Plan and any shares of Carnival plc ordinary shares available for issuance under that plan that are not subject to outstanding grants will no longer be available for issuance. Stock option exercise prices and SAR grant prices will not be lower than the fair market value on the grant date. The 2024 Plan prohibits granting stock options with exercise prices and stock appreciation rights (“SARs”) with grant prices lower than the fair market value of a Carnival plc ordinary share on the grant date, except in connection with the issuance or assumption of grants in connection with certain mergers, consolidations, acquisitions of property or stock or reorganizations.
No repricing or exchange without shareholder approval. The 2024 Plan prohibits the repricing of outstanding stock options or SARs without
No repricing or exchange without shareholder approval. The 2024 Plan prohibits the repricing of outstanding stock options or SARs without shareholder approval, except in connection with certain corporate transactions involving Carnival plc. “Clawback” provisions. The 2024 Plan contains “clawback” provisions. The Compensation Committees may require the participant to surrender and return to Carnival plc any shares received, and/or to repay any profits or any other economic value made or realized by the participant if such participant is determined by the Compensation Committees to have violated a noncompete, nonsolicitation, nondisclosure or other agreement or taken action that would constitute a “detrimental activity,” as that term is defined in the 2024 Plan, that is in conflict with or adverse to the interest of Carnival Corporation & plc and its affiliates, including fraud or conduct contributing to any financial restatements or irregularities, or if the participant receives any amount in excess of what he or she should have received under the terms of the grant for any reason (including without limitation by reason of a financial restatement, mistake in calculations or other administrative error).
No repricing or exchange without shareholder approval. The 2024 Plan prohibits the repricing of outstanding stock options or SARs without
| Other Proposals | | PROPOSAL 21—Approval of the Carnival plc 2024 Employee Share Plan |
Highlights
| What is the 2024 Plan? | • If approved, the 2024 Plan will be the primary vehicle used to issue equity-based grants with respect to Carnival plc ordinary shares to eligible employees of Carnival plc and its subsidiaries. • The 2024 Plan is separate and apart from the Amended Carnival Corporation 2020 Stock Plan. No changes to the 2020 Carnival Corporation Employee Stock Plan are being requested. Most of the 2024 Plan participants are non-U.S. based employees. | | Who participates in the 2024 Plan? | • The 2024 Plan is not limited to executives. It is a broad-based, discretionary plan with over 1,600 eligible employees, located primarily in the U.K., Europe and Australia. • Incentive compensation delivered through the 2024 Plan is an essential tool used by the Compensation Committees to drive our pay-for-performance philosophy. • These incentives influence our ability to attract, retain, reward and motivate our employees. They also drive the alignment between our employees’ interests and those of our shareholders. | | What are the key features of the 2024 Plan? | • The 2024 Plan will continue to retain key governance features and market best practices that serve to protect shareholder interests, such as: ◦ No Evergreen Provision. Number of shares available for grant is set by formula tied to issued shares. ◦ No Stock Option Repricing. The 2024 Plan prohibits stock option repricing, and the cash buyout of underwater stock options, in the absence of shareholder approval, except in connection with certain corporate transactions involving Carnival Corporation &plc. ◦ No liberal share recycling of stock options or stock appreciation rights. ◦ No Excise Tax Gross-Up. The 2024 Plan does not provide for any tax gross-ups. ◦ No Single-Trigger Equity Vesting. The 2024 Plan does not provide for the automatic vesting of equity grants upon a change in control. ◦ Clawback. The 2024 Plan provides that participants may be required to surrender shares received, and/or repay any profits or any economic value made or realized by the participant if the participant violates certain agreements or engages in detrimental activity as defined under the 2024 Plan. | | What happens if shareholders do not approve the 2024 Plan? | • If shareholders do not approve the 2024 Plan, we may not be able to make equity-based grants to employees of Carnival plc and its subsidiaries. • We may be required to consider using alternative forms of compensation such as cash. The use of cash in place of compensation that would typically be delivered in the form of equity-based grants could have an adverse impact on our recruitment and retention efforts and would be less effective in aligning the interests of shareholders and employees. |
Securities Authorized for Issuance under Equity Compensation Plans
Securities Authorized for Issuance under Equity Compensation Plans Set forth below is a table that summarizes compensation plans (including individual compensation arrangements) under which Carnival plc equity securities are authorized for issuance as of November 30, 2023.
Securities Authorized for Issuance under Equity Compensation Plans
| Plan Category | Number of securities to be issued upon exercise of warrants and rights (in millions) | Weighted-average exercise price of outstanding warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (1)) (in millions) | | | (1) | | | | Equity compensation plans approved by security holders | 2.0(a) | — | 3.4 | | Equity compensation plans not approved by security holders | — | — | — | | | 2.0 | — | 3.4 |
Securities Authorized for Issuance under Equity Compensation Plans
(a) Represents 2.0 million restricted share units outstanding under the Carnival plc 2014 Employee Share Plan.
Summary and Description of the 2024 Plan
available in any ten-year period for grants under the 2024 Plan or any other discretionary share plan. Timing of Grants. Grants may be made with 42 days following shareholder approval of the 2024 Plan, the first business day following release or announcement of results, any day on which the Compensation Committees determine exceptional circumstances exist and the day following the end of a dealing restriction period. Eligibility. The 2024 Plan provides that all employees of Carnival plc and its subsidiaries (the “plc Group”), including executive Directors, are eligible to participate in the 2024 Plan at the discretion of the Compensation Committee, being approximately 43,700 employees as of November 30, 2023. However, it is anticipated that awards will be granted primarily to key personnel. Non-Executive Directors and our current Executive Officers will not participate in the 2024 Plan. Options. Options to acquire Carnival plc ordinary shares may be granted at an exercise price determined by the Compensation Committee, which may not be less than the fair market value of a Carnival plc ordinary share at the time the option is granted. The Compensation Committee has sole discretion to decide whether any performance goals shall apply to the vesting of an option, and if so, the Compensation Committee shall set out these goals in the grant agreement. Options may be granted over American Depositary Shares (“ADSs”), each representing one ordinary share of Carnival plc, where appropriate for U.S.-based executives. In the UK, we intend that options may be granted as HMRC sanctioned options to qualify for income tax relief on exercise, or non-qualified options. In the US, we intend that all options granted under the 2024 Plan to US participants shall be nonqualified stock options unless it is expressly stated that the option is intended to be an incentive stock option (and only where the US participant is an employee of a member of the plc Group). The Compensation Committee has discretion to decide the appropriate vesting schedule to be applied to an option which will determine when the option may be exercised. Restricted Shares. A grant of restricted shares is a grant of Carnival plc ordinary shares on terms and conditions determined by the Compensation Committee. The Compensation Committee has discretion to determine the vesting schedule for restricted shares as it does for share options. Restricted shares may be forfeited in certain circumstances (see “Leaving Employment” below). Holders of a restricted share grant will have all the rights of a shareholder of Carnival plc with regard to the restricted shares during the vesting period, including the right to vote the restricted shares. However, the Compensation Committee has discretion to determine whether cash or share dividends with respect to the restricted shares will be paid to the participant as they arise or whether they will be withheld and credited to the participant’s account, together with interest at a rate determined by the Compensation Committee, to be paid to the participant when and if the restricted shares vest. If cash or share dividends are withheld by the Compensation Committee, they will be forfeited if the restricted shares to which they are attributable are forfeited. Restricted Share Units. A restricted share unit grant is a grant of a hypothetical investment in Carnival plc ordinary shares on terms and conditions (including vesting) determined by the Compensation Committee, with each restricted share unit representing a hypothetical investment in one Carnival plc ordinary share. A holder of restricted share units will receive one Carnival plc ordinary share, or the cash equivalent of one share (as determined by the Compensation Committee) in respect of each restricted share unit upon the satisfaction of the applicable vesting conditions. The Compensation Committee has discretion to determine the vesting schedule for restricted share units as it does for share options and restricted shares as well as whether the grant will be settled in cash or by ordinary shares. During the vesting period, restricted share units may be forfeited in certain circumstances. Holders of a restricted share unit grant will not have any of the rights of a shareholder of Carnival plc with respect to the restricted share units. The Compensation Committee has discretion to determine whether dividend equivalents with respect to the restricted share units (being equal to the cash and share dividends on the shares represented by the restricted share units) will be paid to the participant as they arise or withheld and credited for the participant’s account, and interest may be credited on such dividend equivalents at a rate determined by the Compensation Committee. If dividend equivalents
Summary and Description of the 2024 Plan
are withheld by the Compensation Committee, they will be forfeited if the restricted share to which they are attributable is forfeited. SARs. The Compensation Committee may grant a SAR in tandem or independently of an option under the 2024 Plan. SARs will be subject to the terms and conditions established by the Compensation Committees. A SAR is a contractual right that allows a participant to receive, either in the form of cash, shares or any combination of cash and shares, the appreciation, if any, in the value of a share over a certain period of time. SARs granted in connection with an option shall be subject to terms similar to the option corresponding to such SARs. Except as otherwise provided by the Compensation Committees (in the case of Substitute Grants or SARs granted in tandem with previously granted options), the strike price per share for each SAR shall not be less than 100% of the fair market value of such share, determined as of the date of grant. The remaining terms of the SARs are at the sole discretion of the Compensation Committee and are then reflected in the grant agreement. Other Share-Based Grants. The Compensation Committee has sole discretion to issue unrestricted shares, rights to receive equity grants at a future date, grants of securities convertible into shares, other grants denominated in shares (including, without limitation, performance shares, or performance units), or valued with reference to shares, under the 2024 Plan to employees, alone or in tandem with other grants, in such amounts as the Compensation Committee shall from time to time in its sole discretion determine. Such other share-based grants shall be evidenced by a grant agreement. Each such grant made under the 2024 Plan is subject to the conditions set out within the 2024 Plan, including the payment by the participant of the fair market value of the shares on the date of grant. Performance Conditions. The Compensation Committee has discretion to determine whether the receipt or vesting of an equity grant is subject to performance conditions. The Compensation Committee has sole discretion to select the length of a performance period, the type of performance-based compensation to be granted and the performance criteria that establish the performance goals. Annual Grants. Grants will usually be made to eligible employees on an annual basis. However, the Compensation Committee has discretion to make additional grants to eligible employees at any time during the year when it deems advisable. Grants may not be made when dealings in Carnival plc ordinary shares would not be permitted under the UK Financial Conduct Authority’s Model Code on restrictions in dealing in securities. Benefits under the 2024 Plan will not be pensionable. Leaving Employment. A grant will expire earlier than the end of the grant period in a number of circumstances. Unvested options will not normally be exercisable, and unvested restricted share and restricted share unit grants will normally be forfeited, if a participant leaves the employment of the plc Group. There may be exceptions if a participant leaves employment in special circumstances, such as by reason of death or disability, retirement at retirement age as defined in the 2024 Plan or if the company or business in which the participant works is sold outside the plc Group or for any other reason in the Compensation Committee’s discretion. A participant who ceases to be employed by the plc Group for the purpose of accepting employment with Carnival Corporation or any of its subsidiaries will not be treated as ceasing employment with the plc Group. In the event of death or disability, an option grant shall only remain exercisable to the extent the grant was exercisable at the point of death or termination. In the case of death of the participant, the option grant shall be exercisable by the participant’s beneficiary. In the event the participant’s employment is terminated for cause, the grant shall expire immediately. Where employment ceases due to retirement, the option grant shall expire at the end of the grant period and continue to vest as normal without the need for the participant to be an employee. Change of Control. Where a participant’s employment is terminated without cause (other than disability or death) on or within 12 months following a change of control, all options and SARs, and shares subject to such options and SARs become immediately exercisable, and the restricted period on restricted shares, restricted share grants and other grants will expire immediately. Where the grant would otherwise be subject to performance conditions, the portion
Summary and Description of the 2024 Plan
of the grant that becomes immediately exercisable will be based on the actual performance up to the date of termination, or the assumed achievement of target performance where the Compensation Committee cannot reasonably measure actual performance. The Compensation Committee may on the change of control, with 10 days’ notice to affected participants, cancel outstanding grants and pay in cash, shares or a combination of both, the value of the grants. The value shall be based on the price per share received (or to be received) by the other shareholders of Carnival plc. These obligations are binding on any corporation or organization resulting from the change of control, and Carnival plc will make appropriate provisions to preserve participants’ rights in any agreement into which it may enter. The intended HMRC sanctioned part of the 2024 Plan enables options to be rolled over in the event of a change of control. Options granted under the tax-advantaged part which have not lapsed (“old options”) may be exchanged for a new option of the equivalent value to the old option, but in an acquiring company or its parent. The new option is construed as if it had been granted under the 2024 Plan at the same time as the old option, and references to the performance goals refer to those relating to the new grantor (if any). All references to Carnival plc and shares in the 2024 Plan are construed as references to the new grantor, and shares in the new grantor. Variations of Share Capital. In the event of a variation of share capital such as a rights or bonus issue, a share subdivision or the implementation by Carnival plc of a demerger or a special dividend or other corporate transaction which in the Compensation Committee’s opinion would materially affect the current or future value of grants, the number of Carnival plc ordinary shares which may be acquired pursuant to a grant (and in the case of an option, the exercise price) shall be adjusted in such manner as the Compensation Committee determines is appropriate. Transferability. Grants made under the 2024 Plan may not be transferred during a participant’s lifetime. Amendment and Termination. The Compensation Committee may amend the 2024 Plan. However, the provisions governing eligibility requirements, equity dilution and the adjustments that may be made following a rights issue or any other variation of capital cannot be altered to the advantage of eligible employees or participants without the prior approval of Carnival plc’s shareholders (except for minor amendments to benefit the administration of the 2024 Plan, to take account of a change in legislation or developments in the law affecting the 2024 Plan, or to obtain or maintain favorable tax, exchange control or regulatory treatment for participants in the 2024 Plan or any member of the plc Group). In addition, no alteration may be made that would materially affect any subsisting rights of any participants without the consent of a majority of participants who were informed of the proposed amendments and who expressed their view on it. The Compensation Committee may amend or cancel any grant agreement, provided that this action does not precipitate anything which would be considered re-pricing of the option or grant. The Compensation Committee intends to adopt a sub-plan to the 2024 Plan under which HMRC sanctioned options capable of attracting preferential tax treatment may be granted to UK employees. The Compensation Committee may adopt further sub-plans to the 2024 Plan without shareholder approval to take account of tax, exchange control or securities laws which apply to employees in countries outside the UK. Shares made available under any sub-plan will count towards equity dilution limits. The 2024 Plan will terminate ten years from the date of approval by the shareholders of Carnival plc, except that the rights of existing participants will not be affected by any termination. Operation of the Plan. Carnival plc ordinary shares used to satisfy grants may be purchased in the market or issued by Carnival plc. Ordinary shares held in treasury by Carnival plc may also be used to satisfy grants. The 2024 Plan may be operated in conjunction with an employee trust. The trust may acquire and hold Carnival plc ordinary shares required to satisfy grants. Outstanding ordinary shares may be acquired by the trustee of the trust in the market or new ordinary shares may be issued by Carnival plc to the trustee. The Compensation Committee may, in its absolute discretion, make substitute grants for outstanding grants previously made by an entity which is then acquired by or combines with Carnival plc.
Questions Specific to Shareholders of Carnival plc
| Required Information | Cross-Reference | | Interest capitalized by the Carnival plc group | Note 10 to Carnival plc group financial statements | | Details of long-term incentive schedules | Carnival plc Directors’ Remuneration Report under “Long-Term Incentive Compensation.” | | LR 9.2.18 disclosure | “Profit Forecasts” |
SHARE CAPITAl AND CONTROL
The foregoing is a summary only of the relevant provisions of the Articles of Association of Carnival plc, and for a complete understanding of their effect, shareholders are recommended to refer to the Articles of Association themselves. A copy of the Articles of Association of Carnival plc is available at Carnival plc’s website at www.carnivalplc.com or upon request from the Company Secretary, 3655 N.W. 87th Avenue, Miami, Florida 33178, United States. There are 14 significant agreements to which Carnival plc is a party, which may be altered or terminated in the event of a change of control as follows: • Under the Facilities Agreement originally dated May 18, 2011, as most recently amended and restated on May 25, 2023, and as may be further amended and extended from time to time, by and among Carnival Corporation, Carnival plc, J.P. Morgan SE (as facilities agent), and a syndicate of financial institutions, which provides for approximately $1.7 billion, €1.0 billion and £150 million in revolving credit facilities, the revolving credit facilities may, under certain circumstances, be cancelled upon a change of control of Carnival plc (other than a change which results in control of Carnival plc being vested in Carnival Corporation or in certain members of the Arison family or trusts related to them). • Under the Facilities Agreement dated February 28, 2023, by and among Carnival Holdings (Bermuda) II Limited, a direct subsidiary of Carnival Corporation, Carnival Corporation, Carnival plc, and J.P. Morgan SE (as facilities agent) and a syndicate of financial institutions, which provides for approximately $1.3 billion, €615 million and £104 million in revolving credit facilities, the revolving credit facilities may, under certain circumstances, be cancelled upon a change of control of (i) Carnival Holdings (Bermuda) II Limited (other than a change which results in control being vested in Carnival plc) or (ii) Carnival plc (other than a change which results in control of Carnival plc being vested in Carnival Corporation or in certain members of the Arison family or trusts related to them). • Under: (i) the Term Loan Agreement dated as of June 30, 2020, as most recently amended on June 16, 2023, among Carnival Corporation, as lead borrower, Carnival Finance, LLC, as co-borrower, Carnival plc, as a guarantor, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other financial institutions party thereto from time to time (the “Term Loan Agreement”), relating to two tranches of term loans in the initial aggregate principal amounts of $1.86 billion (which has since been repaid) and €0.8 billion, respectively, as well as an incremental tranche of $2.3 billion; and (ii) the Term Loan Agreement dated as of August 8, 2023, among Carnival Corporation, as lead borrower, Carnival Finance, LLC, as co-borrower, Carnival plc, as a guarantor, the subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other financial institutions party thereto from time to time (the “New Term Loan”, and together with the Term Loan, the “Term Loans”), relating to one tranche of term loan in the initial aggregate principal amount of $1.31 billion, under certain circumstances, a change of control of Carnival plc (other than a change which results in control of Carnival plc being vested in Carnival Corporation or in certain members of the Arison family or trusts related to them) could constitute an event of default under the Terms Loans, which would permit the lenders thereunder to accelerate the term loans. • Under: (i) the Indenture dated as of August 18, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee, security agent, principal paying agent, transfer agent and registrar, as supplemented by the First Supplemental Indenture, dated as of November 18, 2020, relating to the 9.875% Second-Priority Senior Secured Notes due 2027 in an aggregate principal amount of $900 million; the Indenture dated as of November 25, 2020 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee, principal paying agent, transfer agent and registrar, relating to the U.S. dollar-denominated 7.625% Senior Unsecured Notes
SHARE CAPITAl AND CONTROL
due 2026 in an aggregate principal amount of $1.45 billion and the Euro-denominated 7.625% Senior Unsecured Notes due 2026 in an aggregate principal amount of €500 million; (iii) the Indenture dated as of February 16, 2021 among Carnival Corporation as issuer, Carnival plc, the other Guarantors party thereto and U.S. Bank, National Association, as trustee, principal paying agent, transfer agent and registrar, relating to the 5.750% Senior Unsecured Notes due 2027 in an aggregate principal amount of $3.5 billion; (iv) the Indenture dated as of July 26, 2021, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S. Bank National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 4.000% First-Priority Senior Secured Notes due 2028 in the aggregate principal amount of $2.4 billion; (v) the Indenture dated as of November 2, 2021, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S. Bank National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 6.000% Senior Unsecured Notes due 2029 in an aggregate principal amount of $2 billion; (vi) the Indenture dated as of May 25, 2022, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 10.500% Senior Unsecured Notes due 2030 in an aggregate principal amount of $1 billion; and (vii) the Indenture dated as of August 8, 2023, among Carnival Corporation, as issuer, Carnival plc, the other Guarantors party hereto and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent, registrar and security agent, relating to the 7.000% First-Priority Senior Secured Notes due 2029 in an aggregate principal amount of $500 million, Carnival Corporation may be required to make an offer to repurchase the notes issued under the relevant indenture at a redemption price of 101% of the principal amount of the notes upon the occurrence of certain change of control triggering events that are accompanied by a specified ratings downgrade with respect to the notes issued under the relevant indenture. • Under the Indenture dated as of October 25, 2022 among Carnival Holdings (Bermuda) Limited, as issuer, Carnival Corporation, Carnival plc, the other Guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, principal paying agent, transfer agent and registrar, relating to the 10.375% Senior Unsecured Notes due 2028 in an aggregate principal amount of $2.03 billion, Carnival Holdings (Bermuda) Limited may be required to make an offer to repurchase the notes issued under the Indenture at a redemption price of 101% of the principal amount of the notes upon the occurrence of certain change of control triggering events that are accompanied by a specified ratings downgrade with respect to the notes issued under the Indenture. • Under: (i) the Indenture dated as of August 22, 2022 among Carnival Corporation, Carnival plc, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee, as supplemented by the First Supplemental Indenture dated as of November 1, 2022, relating to the 5.750% Convertible Senior Notes due 2024 in an aggregate principal amount of $426 million, and (ii) the Indenture dated as of November 18, 2022 among Carnival Corporation, Carnival plc, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee, relating to the 5.750% Convertible Senior Notes due 2027 in an aggregate principal amount of $1.13 billion, if Carnival Corporation undergoes certain corporate events (each, a “fundamental change”), subject to certain conditions, holders may require Carnival Corporation to repurchase for cash all or any portion of their convertible notes at par. Subject to certain exceptions, a fundamental change would occur upon, among others: a merger transaction pursuant to which Carnival Corporation’s common stock is converted into other securities or assets;
DIRECTORS
DIRECTORS The names of all persons who served as Directors of Carnival Corporation and Carnival plc during fiscal 2023 are as follows: Micky Arison; Sir Jonathon Band; Jason Glen Cahilly; Helen Deeble; Jeffrey J. Gearhart; Richard J. Glasier (retired from the Boards in April 2023); Katie Lahey; Sara Mathew; Sir John Parker (retired from the Boards in April 2023); Stuart Subotnick; Laura Weil; Josh Weinstein; and Randy Weisenburger. Biographical notes about each of the Directors nominated for election or re-election are contained in the Proxy Statement. Details of the Directors’ membership on Board Committees are set out in the Carnival plc Corporate Governance Report attached as Annex C to the Proxy Statement. Upon becoming a member of the Board of Directors of Carnival plc, each new Director participates in an induction process, which includes: • a meeting with all of the current Directors; • provision of an induction pack; • site visits (some of which were delayed given the impact of the COVID-19 pandemic); and • meetings with senior and operational management teams. The Directors update their skills, knowledge and familiarity with Carnival plc by meeting with senior management, visiting regional and divisional operating offices and receiving updates and training coordinated by management. The appointment and replacement of Directors of Carnival plc is governed by the provisions of the Articles of Association of Carnival plc and also by the provisions of the Equalization and Governance Agreement entered into on April 17, 2003 on the establishment of the DLC arrangement. The Articles of Association and the Equalization and Governance Agreement require that the Boards of
DIRECTORS
| Annex A―Carnival plc Directors’ Report | | SUBSTANTIAL SHAREHOLDINGS |
DIRECTORS
Directors of Carnival plc and Carnival Corporation be comprised of exactly the same individuals. Please refer to “Nominations of Directors” and “How are Directors of Each Company Elected or Re-Elected?” sections of the Proxy Statement and the “Board Composition” section of the Carnival plc Corporate Governance Report for additional information on our rules regarding Director appointment and replacement. The business of Carnival plc is managed by the Board of Directors, which may exercise all the powers of Carnival plc, including, without limitation, the power to: • dispose of all or any part of our assets; • borrow money; • mortgage or pledge any of its assets; • purchase Carnival plc’s shares; and • issue debentures, shares or other securities. Details of the Directors’ remuneration and their interests in the shares of Carnival Corporation and Carnival plc are set out in Part II of the Carnival plc Directors’ Remuneration Report attached as Annex B to the Proxy Statement.
Statement by Randy Weisenburger, Chair of the Compensation Committees
Statement by Randy Weisenburger, Chair of the Compensation Committees The major decisions on Directors’ remuneration and the changes to Directors’ remuneration during the year (and the context for these decisions and changes) are summarized in the “Executive Summary” section in Part I of the Carnival plc Directors’ Remuneration Report as well as my other letter as Chair of the Compensation Committees set out in Part I of the Carnival plc Directors’ Remuneration Report. Our pay practices are consistent with best and established market practice provisions in the U.S. where, for example it is not common to defer the release of long-term incentive grants following their vesting or to require executives to maintain a shareholding following their departure from the group. The Compensation Committees have considered the potential implications of adopting such developments in UK practice since the last policy review and concluded that it would both unnecessarily place Carnival Corporation & plc at a competitive disadvantage to other large U.S. headquartered companies and that the corresponding increase in the overall quantum of pay required to offset the diminution in the packages arising from such provisions would not be in the interests of shareholders. The Compensation Committees will keep such matters and whether they become more prevalent in the U.S. under review. The performance results for fiscal 2023 short and long-term incentives are detailed in Part I. The Compensation Committees considered the outcome under the terms of the various variable pay arrangements and approved the results without application of discretion as described in “2023 MIP Annual Cash Bonus Performance Results”.
EXECUTIVE DIRECTORS
| Compensation Element | Actions Taken | | | BASE SALARY | Annual Salaries (not audited) Annual salary levels as at December 1, 2023 were: | | | | • Mr. Weinstein | $1,250,000 | | | • Mr. Arison | $1,000,000, however, effective April 1, 2020, at Mr. Arison’s request, to preserve cash, the Compensation Committees authorized the suspension of his salary which remains effective through fiscal 2024. | | | Mr. Weinstein’s salary was increased to $1,250,000 in August 2022 upon assuming the role of President, Chief Executive Officer (“CEO”) and Chief Climate Officer. No further change in salary was made for fiscal 2023. At Mr. Arison’s request, to preserve cash, the Compensation Committees authorized the continued suspension of Mr. Arison’s salary for fiscal 2023. The Compensation Committees undertook a review of CEO and other Named Executive Officers’ pay as part of a broader review of our pay philosophy for executives and employees generally. After a review of the Peer Group and CEO compensation survey data, 2023 CEO total target pay was found to be 32% below market median. For 2024, our pay philosophy remains focused on pay for performance, but aims to set target compensation at a more competitive level and closer to the median CEO compensation levels. The Compensation Committees also approved a new peer group for use in evaluating 2024 compensation as described in more detail in the “Changes to Peer Group for Assessing Fiscal 2024 Compensation” section of the Proxy Statement. U.S. employees of Carnival Corporation that are considered Highly Compensated Employees (the “HCEs”) under the U.S. Internal Revenue Code, including Mr. Weinstein, participate in the Carnival Corporation Fun Ship Non-Qualified Savings Plan (the “Plan”), a non-tax qualified plan through which formulaic profit-sharing cash payments are made based on years of service. The profit-sharing payments are more fully described in the “Nonqualified Deferred Compensation in Fiscal 2023” section of the Proxy Statement. The Compensation Committees approved termination of the Plan effective January 1, 2024 and are redistributing the profit share value into the HCEs’ base salary and bonus target. For Mr. Weinstein, the portion of the increase in base salary attributable to market adjustment is $37,500 and the portion attributable to profit share redistribution is $112,500. Following the application of these two adjustments, Mr. Weinstein’s 2024 base salary will be $1,400.000. When combined with the changes to annual bonus target and annual long-term incentives described below, Mr. Weinstein’s annual target compensation is 3% below market median (based on our review of the Peer Group and CEO compensation survey data). Details of the companies considered as comparators for the market competitive reviews described above are set out in the “Process for Making Compensation Determinations” section in Part I. | |
EXECUTIVE DIRECTORS
| Compensation Element | Actions Taken | | | ANNUAL BONUS | Fiscal 2023 Annual Bonus (audited) The annual bonus program is referred to as the Management Incentive Plan, or MIP. The quantitative performance measures for Mr. Weinstein’s annual bonus in respect of fiscal 2023 included adjusted Operating Income and environmental, safety, security and sustainability results. Additional details regarding the performance measures and targets for Mr. Weinstein’s annual bonus are included in the “Annual Bonuses” section in Part I under “2023 MIP Performance Metrics and Targets” and “2023 MIP Annual Cash Bonus Performance Results.” Mr. Arison does not participate in our performance-based annual bonus program. Annual bonus for Executive Directors who served in fiscal 2023 were as follows: | | | | • Mr. Weinstein | 4,650,000 | | | • Mr. Arison | Nil | | | Fiscal 2024 Annual Bonus―Performance measures and targets (not audited) We will continue using a quantitative performance-based incentive program in 2024, with pre-defined metrics and goal levels consistent with the process set out in the “Annual Bonuses” section in Part I. For fiscal 2024, the quantitative performance measures are expected to be adjusted Operating Income and environmental, safety, security, and sustainability results. The specific performance targets for fiscal 2024 will be disclosed at the end of the performance period in the Carnival plc Directors’ Remuneration Report for fiscal 2024, as the Boards of Directors consider them strategic and commercially sensitive to disclose at this time. For fiscal 2024, Mr. Weinstein’s target bonus will be increased from $2,500,000 to $2,800,000 applying both adjustments described above under “Base Salary” reflecting the termination of the profit-sharing payments and the Plan (with the maximum possible bonus being 200% of this level). The portion of the increase in the target bonus attributable to market adjustment is $75,000 and the portion attributable to profit share redistribution is $225,000. When combined with the changes to base salary described above and annual long-term incentives described below, Mr. Weinstein’s annual target compensation is 3% below market median (based on our review of the Peer Group and CEO compensation survey data). Mr. Arison does not participate in our performance-based annual bonus program. As reported in the “Annual Bonuses” section in Part I, the annual bonus program includes clawback features that will require participants to reimburse us for all or a portion of payments received under the program in the case of a participant’s wrongdoing that results in a material restatement of our financial statements. | |
EXECUTIVE DIRECTORS
| Compensation Element | Actions Taken | | LONG-TERM INCENTIVE COMPENSATION | Long-Term Incentive Compensation in Fiscal 2023 (audited) | | | Descriptions of the share grants made to Mr. Weinstein during fiscal 2023 and their vesting conditions are set out in the “Disclosure and the Timing of Long-Term Incentive and Equity-Based Compensation” section in Part I. No long-term incentive compensation was made to Mr. Arison in fiscal 2023. | | | Long-Term Incentive Compensation in Fiscal 2024 (not audited) The long-term incentive compensation for fiscal 2024 for Mr. Weinstein will include a performance-based restricted stock unit (“PBS”) grant with a target value of $6.3 million and a time-based restricted stock unit (“TBS”) grant with a value of $2.7 million after application of an increase related to market pay review. These values also reflect a larger portion of total target compensation being allocated to equity incentives as compared to fiscal 2023 total target compensation. Termination of the Plan as described in “Base Salary” above does not apply to long-term incentive compensation. The monetary amount referred to for the PBS grant are subject to quantitative performance conditions that will be applied to the target number of PBS at the end of the three-year performance period. The performance measures for the PBS grant may include financial or other performance measures. The specific performance targets will be disclosed after the end of the performance period in the Carnival plc Directors’ Remuneration Report for fiscal 2026 as the Boards of Directors consider them strategic and commercially sensitive to disclose at this time. The monetary amount referred to for the TBS has three-year annual pro-rata vesting and is subject to continued employment. As explained in the “Equity-Based Compensation” section in Part I, grants are calculated by reference to the value of shares to facilitate external comparisons and also comparison to other forms of compensation. | | | No long-term incentive compensation will be made to Mr. Arison in fiscal 2024. | | BENEFITS | Benefits in Fiscal 2023 (audited) The detailed benefits provided to Mr. Arison are described in the footnotes to the “Single Figure Table” below. The detail of benefits provided to Mr. Weinstein is set out in the “All Other Compensation” table in the “Executive Compensation” section of the Proxy Statement. | | | Benefits in Fiscal 2024 (not audited) Benefits provided to Mr. Arison and Mr. Weinstein in fiscal 2024 are expected to be similar to those provided in fiscal 2023, except that values previously provided under the Plan will be allocated to Base Salary and target Bonus as described above. No further benefits will be provided under the Plan, except for the final payment related to fiscal 2023 that is to be made in early 2024. | | PENSIONS | Pensions in Fiscal 2023 (audited) Details of the pension plan that Mr. Arison participated in in fiscal 2023 are set out in “Total Pension Entitlements” section. Mr. Arison does not have any accrued benefits under his pension plan as of November 30, 2023. Mr. Weinstein does not have any pension entitlements other than employer contributions to Mr. Weinstein under the Carnival Corporation Fun Ship Savings Plan, a 401(k) plan. | | | Pensions in Fiscal 2024 (not audited) No material changes to the arrangements are anticipated for 2024. |
2.5 PERFORMANCE GRAPH AND TABLE (NOT AUDITED)
| Year | Name | Single Figure of Total Remuneration ($000) | Annual Bonus as a % of Maximum | PBS Vesting as a % of Maximum | SEA Vesting as a % of Maximum | | 2023 | Mr. Weinstein | 10,309 | 93 | N/A(1) | N/A | | 2022 | Mr. Weinstein(2)(3) | 1,899 | 55 | 38 / 90(4) | 0 | | 2022 | Mr. Donald(2) | 5,842 | 55 | 38 / 90(4) | 0 | | 2021 | Mr. Donald | 15,266 | 100 | 8 | 0 | | 2020 | Mr. Donald | 4,587 | 0 | 16 | 0 | | 2019 | Mr. Donald | 8,713 | 38 | 56 | 0 | | 2018 | Mr. Donald | 12,704 | 78 | 72 | N/A | | 2017 | Mr. Donald | 11,711 | 73 | 81 | N/A | | 2016 | Mr. Donald | 32,132 | 76 | 94 | N/A | | 2015 | Mr. Donald | 10,621 | 87 | 80 | N/A | | 2014 | Mr. Donald | 7,241 | 74 | N/A | N/A |
2.7 UK CEO PAY RATIO (NOT AUDITED)
2.7 UK CEO PAY RATIO (NOT AUDITED) In line with UK reporting requirements to which Carnival plc became subject in fiscal 2020, set out below are ratios which compare the total remuneration of the person(s) who served as our CEO(s), as included in Section 2.9 Single Figure Table, to the remuneration of the 25th, 50th and 75th percentile of UK employees of Carnival plc and its subsidiaries. The disclosure will build up over time to cover a rolling 10-year period.
2.7 UK CEO PAY RATIO (NOT AUDITED)
| | | PAY RATIO | | | | Year | Method | 25th Percentile | 50th Percentile (median) | 75th Percentile | | Fiscal 2023 | Option A | 960:1 | 607:1 | 301:1 | | Fiscal 2022 | Option A | 753:1 | 440:1 | 202:1 | | Fiscal 2021 | Option A | 2,083:1 | 1,359:1 | 424:1 | | Fiscal 2020 | Option A | 184:1 | 106:1 | 58:1 |
2.7 UK CEO PAY RATIO (NOT AUDITED)
The pay ratios have been calculated using Option A as we consider this the most straight-forward approach from the options available in the LMCG Regulations and is consistent with the information and methodology used in determining the U.S. CEO Pay Ratio disclosed in the Proxy Statement. Option A requires the calculation and ranking, from lowest to highest, of the pay and benefits of UK employees for the relevant fiscal year, to identify those at the 25th, 50th and 75th percentiles. The total CEO pay for fiscal 2023 is $10,308,606. The base salary and total remuneration received during the fiscal 2023 year by the indicative employees as of September 30, 2023 on a full-time equivalent basis used in the above analysis are set out below:
2.7 UK CEO PAY RATIO (NOT AUDITED)
| | 25th Percentile ($) | 50th Percentile (median) ($) | 75th Percentile ($) | | Base Salary | 10,742 | 16,972 | 33,256 | | Total Remuneration | 10,742 | 16,972 | 33,256 |
2.7 UK CEO PAY RATIO (NOT AUDITED)
| Annex B―Carnival plc Directors’ Remuneration Report (Part II) | | 2. Implementation Section |
2.7 UK CEO PAY RATIO (NOT AUDITED)
The figures above include gratuities directly billed to our guests, if applicable, but excludes any cash gratuities that may be paid directly to an employee by guests. It also excludes room and meals, transportation to and from the ship, and medical care, which are provided to our crew members without charge. Factors influencing this year’s result include the hire of shore and fleet employees, and the 2023 pay outcome for the CEO. The UK CEO Pay Ratio is likely to vary, potentially significantly, over time since it will be driven largely by variable pay outcomes for our CEO and changes in our employee population over time. As a result, and depending on our performance and employee population, the UK CEO Pay Ratio could increase or decrease significantly in future fiscal years. For the reasons described above, the median ratio may not be representative of our pay and progression policies.
2.7 UK CEO PAY RATIO (NOT AUDITED)
| 2.8 | RELATIVE IMPORTANCE OF SPEND ON PAY (NOT AUDITED) |
2.7 UK CEO PAY RATIO (NOT AUDITED)
(1) No profits were distributed by way of dividend or by way of share buyback during fiscal 2023 and fiscal 2022. The Stock Swap Program is not treated as constituting a share buyback for the purposes of this graph. Overall expenditure on pay has been calculated on a broadly consistent approach to the standard UK approach to calculating this amount and includes all global staff using normal accounting conventions for benefits and includes expected value assumptions in respect of share grants and so is not consistent with methodologies used elsewhere in this Part II.
2.7 UK CEO PAY RATIO (NOT AUDITED)
| Annex B―Carnival plc Directors’ Remuneration Report (Part II) | | 2. Implementation Section |
NON-EXECUTIVE DIRECTORS
| | Fees | | Restricted Stock(1) | | Total | | | | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | | Non-Executive Director | $(000) | | | | | | | Sir Jonathon Band | 140 | 140 | 175 | 175 | 315 | 315 | | Jason Glen Cahilly | 110 | 110 | 175 | 175 | 285 | 285 | | Helen Deeble | 110 | 110 | 175 | 175 | 285 | 285 | | Jeffrey J. Gearhart | 133 | 110 | 175 | 175 | 307 | 285 | | Richard J. Glasier(2) | 63 | 140 | 0 | 175 | 63 | 315 | | Katie Lahey | 110 | 110 | 175 | 175 | 285 | 285 | | Sara Mathew | 110 | 5 | 175 | 76 | 285 | 81 | | Sir John Parker(2) | 55 | 110 | 0 | 175 | 55 | 285 | | Stuart Subotnick | 140 | 140 | 175 | 175 | 315 | 315 | | Laura Weil | 133 | 110 | 175 | 175 | 307 | 285 | | Randy Weisenburger | 173 | 195 | 175 | 175 | 347 | 370 |
NON-EXECUTIVE DIRECTORS
(1) Restricted stock grants are structured as restricted stock (with dividends paid as they arise) at the election of the Director. The reported figures are the value of the grants made during the year using April 21, 2023 closing price of Carnival Corporation shares. (2) Messrs. Glasier and Parker retired from the Boards in April 2023. The Non-Executive Directors did not receive any benefits in fiscal 2023 and 2022, other than Mr. Cahilly and Ms. Lahey who received a benefit in 2023 representing payment of expenses associated with spousal or partner travel ($105 each) and Mr. Glasier and Sir John Parker who received retirement gifts ($257 each). The aggregate emoluments (being salary, bonuses, fees and benefits, and excluding long-term incentives and pensions) of all Directors during fiscal 2023 were approximately $7.7 million.
NON-EXECUTIVE DIRECTORS
| Director | Grant Date | Plan(1) | Number of Shares | Face Value(2) ($) | Threshold Vesting Level(3) (%) | Vesting Level at Maximum Performance(3) (%) | Anticipated Vesting Date | | Micky Arison | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Josh Weinstein | 2/21/2023 | MTE | 112,194 | 1,248,719 | N/A | 100 | 2/15/2024 – 2025 | | | 2/21/2023 | PBS | 108,904 | 1,212,102 | N/A | 100 | 2/15/2024 – 2025 | | | 4/21/2023 | TBS (4) | 159,914 | 1,499,993 | N/A | 100 | 2/15/2024 – 2026 | | | 4/21/2023 | PBS (4)(5) | 373,134 | 3,499,997 | 50 | 200 | 2/15/2026 | | Sir Jonathon Band | 4/21/2023 | Restricted Stock | 18,656 | 174,993 | N/A | 100 | 4/21/2026 | | Jason Glen Cahilly | 4/21/2023 | Restricted Stock | 18,656 | 174,993 | N/A | 100 | 4/21/2026 | | Helen Deeble | 4/21/2023 | Restricted Stock | 18,656 | 174,993 | N/A | 100 | 4/21/2026 | | Jeffrey J. Gearhart | 4/21/2023 | Restricted Stock | 18,656 | 174,993 | N/A | 100 | 4/21/2026 | | Katie Lahey | 4/21/2023 | Restricted Stock | 18,656 | 174,993 | N/A | 100 | 4/21/2026 | | Sara Mathew | 4/21/2023 | Restricted Stock | 18,656 | 174,993 | N/A | 100 | 4/21/2026 | | Stuart Subotnick | 4/21/2023 | Restricted Stock | 18,656 | 174,993 | N/A | 100 | 4/21/2026 | | Laura Weil | 4/21/2023 | Restricted Stock | 18,656 | 174,993 | N/A | 100 | 4/21/2026 | | Randy Weisenburger | 4/21/2023 | Restricted Stock | 18,656 | 174,993 | N/A | 100 | 4/21/2026 |
NON-EXECUTIVE DIRECTORS
(1) The terms of MTE, PBS and TBS incentive programs to Mr. Weinstein and the terms of restricted stock grants to Non-Executive Directors and the basis on which these grants are made are summarized in the table above are described in the “Non-Executive Director Compensation” and “Compensation Tables” sections of the Proxy Statement. Although subject to a future vesting date, a Non-Executive Director restricted stock grant becomes non-forfeitable one year after their first election to the Boards. (2) Face values for all grants are calculated using the closing share prices at the relevant grant dates, being $11.13 at February 21, 2023, $9.38 at April 21, 2023 for Mr. Weinstein and $9.38 at April 21, 2023 for all other Non-Executive Directors. (3) The restricted stock grants to Non-Executive Directors do not include performance conditions. (4) A decision to shift our annual equity grant cycle from February to April was taken in early 2023. As a transition step, vesting dates for the April 2023 PBS and TBS grants were set for February. Annual grants for 2024 will have vesting dates in April of the associated vesting years. The face value of this grant reflects the target value. The performance period is fiscal 2023 to 2025. If the performance conditions are fully met, vesting may be at up to 200% of the percentage indicated of the target number of shares where indicated.
2.11 DIRECTORS’ SHAREHOLDING AND SHARE INTERESTS (AUDITED)
| | Shares (including Restricted Shares and RSUs) | | | | Director | Grants Without Performance Conditions That Have Not Vested(1) | Grants With Performance Conditions That Have Not Vested | Number of Shares Acquired on Vesting | | EXECUTIVE DIRECTOR | | | | | Micky Arison | — | — | — | | Josh Weinstein | 400,489 | 873,134 | 64,517 | | NON-EXECUTIVE DIRECTOR | | | | | Sir Jonathon Band | 35,001 | N/A | 14,090 | | Jason Glen Cahilly | 35,001 | N/A | 14,090 | | Helen Deeble | 35,001 | N/A | 14,090 | | Jeffrey J. Gearhart | 35,001 | N/A | 12,763 | | Richard Glasier | 16,345 | N/A | 14,090 | | Katie Lahey | 35,001 | N/A | 14,090 | | Sara Mathew | 25,802 | N/A | — | | Sir John Parker | 16,345 | N/A | 14,090 | | Stuart Subotnick | 35,001 | N/A | 14,090 | | Laura Weil | 35,001 | N/A | 14,090 | | Randy Weisenburger | 35,001 | N/A | 14,090 |
2.15 Provision 40 disclosures
| Clarity | Our compensation structure for Executive Directors is clearly and transparently explained and disclosed. We provide detailed disclosures on the performance measurements and vesting schedules used in annual and long-term incentives. We also conduct shareholder outreach to ensure shareholders understand our executive compensation program. | | Simplicity | Our compensation program for our Executive Directors includes elements that are disclosed and explained in detail and that links compensation for our CEO, the only Executive Director that received salary, annual incentive and long-term incentives in fiscal 2023, to our long-term success and interests of our shareholders. | | Predictability | Target values, performance metric ranges and formulas for all performance-based compensation elements and payout ranges for bonuses are disclosed and explained. Use of discretion if any, is also disclosed and explained. | | Proportionality | The annual and long-term incentives for our CEO in fiscal 2023 are linked to the fulfilment of quantitative performance measures and align the CEO’s compensation with our long-term performance and long-term value creation for our shareholders. The Compensation Committees retain discretion to ensure that rewards under the incentives reflect performance. | | Risk | Our Compensation Committees conduct an annual assessment, with support from management and the Compensation Committees’ independent consultants, to ensure our executive compensation program does not encourage excessive risk taking. Our executive compensation program is based on a pay-for-performance philosophy and provides a mix of long-term and short-term cash and equity incentives that is intended to motivate management to drive performance in short and long term and align interests with our shareholders. Bonus payout is limited to 200% and performance ranges for all long-term incentives are disclosed and limited. Our policy limits the risk of unfair or excessive remuneration through the following measures: • Clearly defined limits on the maximum opportunities of incentives • Powers of discretion for our Compensation Committees to adjust formulaic outcomes of incentives to ensure payouts are aligned to performance • Malus and clawback provisions on all incentives | | Alignment with Culture | Our CEO’s compensation in fiscal 2023 is designed to drive behavior aligned with our culture, values and strategy, for example by tying annual and long-term incentives to achievement of health, environment, safety and security, and sustainability measures and our Culture Essentials, in addition to operating performance metrics. We also have a stock ownership policy which sets minimum shareholding requirements for our executive officers and all Directors. |
Statement of Compliance with the UK Corporate Governance Code
Board’s regular shareholder engagement program. In order to facilitate effective shareholder engagement and achieve what we believe to be a better corporate governance outcome, our Senior Independent Director, together with other Non-Executive Directors and/or Committee chairs, as appropriate, participate in our regular shareholder engagement efforts, as explained in this Corporate Governance Report under “Shareholder Engagement”; • Provision 19 provides that the Chair should not remain in post beyond nine years from the date of their first appointment to the Board. In addition, Provision 9 provides that the Chair should be independent on appointment. Our Chair of the Board of Directors of Carnival plc has been in his post for longer than nine years and was not considered independent on appointment. The Boards believe that due to Mr. Arison’s unique experience and skills, his continued service as Chair is in the best interests of the Companies and their shareholders, as explained in this Corporate Governance Report under “Board Balance and Independence;” • Provision 36 provides that share grants granted to Executive Directors should be subject to a total vesting and holding period of five years or more and that a formal policy for post-employment shareholding requirements should be developed. Our share grants to our U.S.-based President, CEO and Chief Climate Officer are subject to vesting periods that are less than five years, consistent with standard U.S. compensation practices, as explained in Part I of the Carnival plc Directors’ Remuneration Report (included in our Proxy Statement) under “Equity-based Compensation.” In addition, we do not have a formal policy for a Director’s post-employment shareholding, consistent with standard U.S. compensation practices, as explained in the Carnival plc Directors’ Remuneration Report attached as Annex B to the Proxy Statement under “Statement by Randy Weisenburger, Chair of the Compensation Committees”; and • Provision 38 provides that only basic salary should be pensionable. The annual bonuses of our U.S. Executive Directors, consistent with U.S. pay practices, form part of their pensionable salary, as explained in the Carnival plc Directors’ Remuneration Report attached as Annex B to the Proxy Statement under “Total Pension Entitlements.”
1.1 GENERAL
1.1 GENERAL In these rules: “Approved Option” has the meaning set out in Schedule 2; “Affiliates” means the Carnival Corporation and any company that is a subsidiary of the Carnival Corporation; “Award Date” means the date specified under rule 2.4 (Terms of Awards); “Award” means a Restricted Stock Unit, an Option, a Phantom Award, Restricted Stock, a Stock Appreciation Right or an Other Award; “Board” means the board of directors of the Company; “Business Day” means a day on which the London Stock Exchange (or, if the Committee decides, any other stock exchange on which the Shares are traded) is open for the transaction of business; “Cause” means a situation in which a Participant is summarily dismissed or Leaves in circumstances where the Participant’s employer would have been entitled to summarily dismiss the Participant (in the opinion of the Committee); “Clawback Policy” means the Carnival Corporation & plc Clawback Policy (as amended from time to time), and other clauses that may be included in Award agreements addressing clawback and/or detrimental activity, and “Clawback” will be understood accordingly; “Committee” means the compensation committee of the Board or a sub-committee duly authorised by it, and if no such compensation committee or sub-committee exists, the Board. For the purposes of rule 12 (Takeovers and other corporate events), it means those persons who were members of the Committee immediately before the relevant event; “Company” means Carnival plc, registered in England and Wales with company number 04039524; “Control” means the power of a person to secure by means of the holding of shares or the possession of voting power or by virtue of any powers conferred by any articles of association (or other document), that the affairs of a body corporate are conducted in accordance with the wishes of that person; “Dealing Restrictions” means any internal or external restrictions on dealings or transactions in securities; “Disability” means becoming a Leaver as a result of disability or due to a diagnosis of a terminal illness expected to result in death within 12 months (each evidenced to the satisfaction of the Committee); “Dividend Equivalent” means a right to receive an additional amount, as set out in rule 7.3 (Dividend Equivalents); “Employee” means any employee (including an employed Executive Director) of any Member of the Group and, for the purposes of rule 15 (Terms of employment), it includes a former employee;
1.1 GENERAL
“Executive Director” means an executive director of the Company; “Exercise Period” means the period during which an Option may be exercised, starting when the Option Vests and ending on the date specified by the Committee under rule 2.4.5; “Expected Vesting Date” means the date the Committee decides under rule 2.4 (Terms of Award); “Group” means the Company and any company that is a subsidiary of the Company (within the meaning of section 1159 of the Companies Act 2006) and, for the purposes of rule 10 (Leaving), it includes Affiliates nominated for this purpose by the Committee, and “Member of the Group” will be understood accordingly; “Incentive Stock Option” has the meaning set out in Schedule 1; “Leaves” means ceasing to be an employee (and ceasing to be a director) of all Members of the Group and “Leaving” and “Leaver” will be understood accordingly; “Market Value” on any day means: (i) when Shares are listed on the London Stock Exchange (or, if the Committee decides, any other stock exchange on which the Shares are traded): (a) the price shown in the Stock Exchange Daily Official List (or the relevant foreign exchange list that performs a similar function) for the previous Business Day as the closing price for the Shares on that day (or if two closing prices are shown, the lower price plus one-half of the difference between those two figures); or (b) if the Committee decides, the average of the price determined under (a) above over up to 5 consecutive Business Days as decided by the Committee ending on the previous Business Day; (ii) otherwise, the market value of a Share as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992; or (iii) in either case, such value as the Committee may decide; “Option” means a right in the form of an option to acquire Shares granted under, and exercisable in accordance with, the Plan. Options will be granted as either Unapproved Options, Approved Options or Incentive Stock Options; “Other Award” means an Award granted in accordance with rule 2.12 (Other Awards); “Other Conditions” means any conditions imposed under rule 2.4.11; “Participant” means a person holding or who has held an Award or, after death, that person’s personal representatives; “Performance Period” means the period in respect of which any Performance Conditions are to be satisfied; “Performance Conditions” means any performance conditions imposed under rule 2.4.10; “Phantom Award” means a conditional right granted under the Plan to receive a cash sum linked to the value of a number of notional Shares; “Plan” means the plan constituted by these rules and its schedules known as the Carnival plc 2024 Employee Share Plan, as amended from time to time;
1.1 GENERAL
“Remuneration Policy” means the Company’s Directors’ Remuneration Policy as last approved by shareholders; “Restricted Stock Unit” means a conditional right to acquire Shares granted under the Plan; “Restricted Stock” means a grant of Shares under the Plan subject to a risk of forfeiture; “Retirement” means retirement as determined by the Committee; “Share” means a fully paid ordinary share in the capital of the Company; “Stock Appreciation Right” means a conditional right granted under the Plan to acquire Shares and/or cash by reference to the increase in the Market Value of a Share; “Tax” means any tax and social security charges (and/or any similar charges), wherever arising, in respect of a Participant’s Award or otherwise arising in connection with that Participant’s participation in the Plan; “Unapproved Option” means an Option which is not granted as either an Incentive Stock Option or an Approved Option; and “Vesting” means: (i) in relation to a Restricted Stock Unit, a Participant becoming entitled to the Shares; (ii) in relation to an Option, the Option becoming exercisable; (iii) in relation to a Phantom Award, a Participant becoming entitled to the cash sum; (iv) in relation to Restricted Stock, the cessation of the risk of forfeiture; (v) in relation to a Stock Appreciation Right, a Participant becoming entitled to the Shares and/or the cash sum; and (vi) in relation to an Other Award, the definition of Vesting specified by the Committee on the grant of such Award, and “Vest”, “Vested” and “Unvested” will be understood accordingly.
2.4 TERMS OF AWARDS
2.4 TERMS OF AWARDS Awards are subject to the rules of the Plan. The Committee will approve the terms of an Award, including: 2.4.1 the Award Date; 2.4.2 the Award type; 2.4.3 the number of Shares subject to the Award or the basis for calculating the number of Shares; 2.4.4 the Expected Vesting Date; 2.4.5 in the case of an Option, the Exercise Period and any amount payable to exercise the Option, which will normally be equal to the Market Value of a Share on the Award Date; 2.4.6 in the case of a Stock Appreciation Right, the strike price, which will normally be equal to the Market Value of a Share on the Award Date; 2.4.7 in the case of Restricted Stock, the risk of forfeiture provisions, any other restrictions applicable to the Shares and the consequences of breaching them, and whether dividends will not apply; 2.4.8 in the case of Restricted Stock Units, whether Dividend Equivalents will apply; in the case of an Other Award, the full terms applying to such Award; and
2.5 DELIVERY OF RESTRICTED STOCK
2.5 DELIVERY OF RESTRICTED STOCK In relation to Restricted Stock, the Company: 2.5.1 will arrange for the beneficial interest in the Shares subject to an Award to be transferred to the Participant as soon as practicable following acceptance of the Award by the Participant; 2.5.2 may arrange for the legal title to the Shares subject to an Award to be transferred to a nominee as soon as reasonably practicable following acceptance of the Award by the Participant; 2.5.3 may require a Participant to provide proof of continued ownership of the Shares at any time until Vesting; and 2.5.4 will bear any administrative costs and other associated costs incurred in relation to delivery of the Shares.
5.1 TIMING OF VESTING
5.1 TIMING OF VESTING An Award will Vest on the latest of: 5.1.1 the Expected Vesting Date; 5.1.2 the date it is decided that any Performance Conditions are satisfied; and 5.1.3 the date it is decided that any Other Conditions are satisfied.
6.1 LAPSE
6.1 LAPSE An Award will lapse to the extent any part of it is no longer capable of Vesting (or of being exercised). To the extent an Award lapses, it cannot Vest or be exercised under any other provision of the Plan. This means that, to the extent the Award lapses, the Participant has no right to receive the Shares (or retain them, in the case of Restricted Stock) or cash comprised in the Award. Following the lapse of Restricted Stock, to the extent that the Award lapses: 6.1.1 the beneficial title to the Shares will immediately transfer to the Company or such other person as the Committee specifies; 6.1.2 the legal title to the Shares will be transferred to the Company, or such other person as the Committee specifies, as soon as practicable, and the Participant will enter into such documents and take all actions that the Company requires to effect or facilitate the transfer; and 6.1.3 the Committee may require the Participant to appoint a person to act as their agent and/or attorney to effect any transfers or take any actions required in respect of the Shares.
7.1 DELIVERY OF SHARES OR CASH
7.1 DELIVERY OF SHARES OR CASH If an Award (other than Restricted Stock) Vests, the Committee will arrange for the delivery of Shares or cash to the Participant as soon as practicable after Vesting or, in the case of an Option or a Stock Appreciation Right, exercise. A Stock Appreciation Right will be settled by the delivery of Shares (or cash) which has a Market Value of the difference between the strike price and the Market Value of a Share on the date of settlement multiplied by the number of Shares over which the Stock Appreciation Right is exercised. If Restricted Stock Vests, the Committee will arrange for the legal interest in the Shares to be delivered to the Participant (if not already transferred) and all restrictions over the Shares will be released.
7.3 DIVIDEND EQUIVALENTS
7.3 DIVIDEND EQUIVALENTS Where a Restricted Stock Unit includes Dividend Equivalents, the Participant will receive an amount equal to the dividend, the record date for which falls between the Award Date and Vesting, multiplied by the number of Shares in respect of which the Award Vests. Dividend Equivalents will be calculated on such basis as the Committee decides. Special dividends will not be included, unless the Committees decides otherwise. Any Dividend Equivalents may be paid in cash or in such whole number of Shares (rounded down) that have an aggregate Market Value at Vesting which is closest to that amount. Dividend Equivalents will be paid on the same date and the same terms as the related Award.
10.1 LEAVING—BEFORE VESTING
10.1 LEAVING—BEFORE VESTING Where a Participant Leaves before Vesting, the Award will lapse on the date the Participant Leaves, unless other provisions of this rule 10 (Leaving) apply. If a Participant Leaves due to Retirement before Vesting, an Option and/or Stock Appreciation Right will: 10.1.1 continue until the normal date of Vesting, unless the Committee decides to accelerate Vesting; and 10.1.2 Vest and become exercisable in accordance with the Plan and the terms of the Award. Where an Option and/or Stock Appreciation Right consists of tranches, rules 10.1.1 and 10.1.2 will be interpreted to apply only to the tranche of the Option and/or Stock Appreciation Right that would otherwise have Vested next (save for the Participant Leaving).
10.2 LEAVING—AFTER VESTING
10.2 LEAVING—AFTER VESTING If a Participant Leaves after Vesting, the Award will: continue in accordance with the Plan;
10.2 LEAVING—AFTER VESTING
in the case of an Option and/or Stock Appreciation Right, be exercisable for a period until the earlier of: (i) the end of the normal Exercise Period; and (ii) 3 months (12 months in the case of the Participant’s death) from the date the Participant Leaves (or such longer period as the Committee decides), and will then lapse; 10.2.3 Notwithstanding rule 10.2.2, if a Participant Leaves due to Retirement after Vesting, an Option and/or Stock Appreciation Right will: (i) continue until the normal date of Vesting, unless the Committee decides to accelerate Vesting; and (ii) Vest and become exercisable in accordance with the Plan and the terms of the Award. If a Participants leaves after the Vesting of their Award as a result of Disability at a time when they were entitled to Retire, the Participant’s Award will be subject to the more favourable of rule 10.2.2 (as if the Participant had died) and rule 10.2.3.
12.3 TIME OF VESTING
12.3 TIME OF VESTING Where one of the events set out in rule 12.1 (Takeovers) occurs or the Committee decides pursuant to rule 12.2 (Other corporate events) that an event should be treated in the same way as a takeover, the Committee may decide that Awards will Vest to the extent provided in rule 12.5 (Extent of Vesting) on the date of such event. Where an Award consists of tranches, the Committee may decide which Unvested tranches of the Award will Vest under this rule 12.3 (Time of Vesting).
12.5 EXTENT OF VESTING
12.5 EXTENT OF VESTING If this rule 12.5 (Extent of Vesting) applies, an Award will Vest: 12.5.1 to the extent that the Committee decides any applicable Performance Conditions have been satisfied as measured over the Performance Period, or if the Performance Period has not yet ended, to the extent the Committee estimates any Performance Conditions would be satisfied over the Performance Period (or such other period as the Committee decides is appropriate); and 12.5.2 to the extent that the Committee decides any Other Conditions have been satisfied, unless the Committee decides otherwise, and, to the extent the Participant’s Award does not Vest, it will then lapse.
17.3 SEVERANCE OF RULES
17.3 SEVERANCE OF RULES If any provision of the Plan is held to be invalid, illegal or unenforceable for any reason by any court with jurisdiction then, for the purposes of that jurisdiction only: 17.3.1
1. Meaning of Words Used
1. Meaning of Words Used In this Schedule: “Award Date” for an Incentive Stock Option means the date of grant on which the Incentive Stock Option is granted, as determined under Section 1.421-1(c) of the Treasury Regulations, and for an Unapproved Option granted pursuant to Paragraph 2.2 of this Schedule or a Stock Appreciation Right granted pursuant to Paragraph 4 of this Schedule, means the date of grant as determined under Section 1.409A-1(b)(5)(vi)(B)(1) of the Treasury Regulations; “Code” means the US Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated and other official guidance issued under it, collectively, and “Treasury Regulations” will be understood accordingly; “Greater Than 10% Shareholder” means an Employee then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” (as defined in Section 424(f) of the Code) with respect to the Company or “parent corporation” (as defined in Section 424(e) of the Code) with respect to the Company; “Incentive Stock Option” means an Option granted to a US Taxpayer under the Plan which is designated by the Committee as an Incentive Stock Option and which satisfied the requirements of Section 422 of the Code; “Market Value” on any day means: (i) for an Incentive Stock Option granted pursuant to Paragraph 3.1 of this Schedule, an Unapproved Option granted pursuant to Paragraph 2.2 of this Schedule or a Stock Appreciation Right granted pursuant to Paragraph 4 of this Schedule, when Shares are listed on the London Stock Exchange (or, if the Committee decides, any other stock exchange on which the Shares are traded),the price shown in the Stock Exchange Daily Official List (or the relevant foreign exchange list that performs a similar function) for the previous Business Day as the closing price for the Shares on that day (or if two closing prices are shown, the lower price plus one-half of the difference between those two figures); or (ii) otherwise, for an Incentive Stock Option granted pursuant to Paragraph 3.1 of this Schedule, the fair market value of a Share as determined in a manner consistent with Section 1.422-2 of the Treasury Regulations, and for an Unapproved Option granted pursuant to Paragraph 2.2 of this Schedule or a Stock Appreciation Right granted pursuant to Paragraph 4 of this Schedule the fair market value of a Share as determined in a manner consistent with Section 1.409A-1(b)(5)(iv) of the Treasury Regulations; “Section 409A Payment Period” means the period commencing on the date that is 30 days before the applicable Section 409A Permissible Payment Event and ending on 31 December following the Section 409A Permissible Payment Event, or if later, the 15th day of the third month following the applicable Section 409A Permissible Payment Event;
2.1 GRANT OF UNAPPROVED OPTIONS
| Annex D―Approval of the Carnival plc 2024 Employee Share Plan | | 3. Incentive Stock Options |
2.3 SHORT-TERM DEFERRAL EXEMPTION
2.3 SHORT-TERM DEFERRAL EXEMPTION Notwithstanding any of the rules of the Plan, Unapproved Options granted pursuant to this Paragraph 2.3 must be exercised no later than the end of the Short-Term Deferral Period. In the event that the Option cannot be exercised by the end of the Short-Term Deferral Period because the exercise of the Option would have violated applicable law, then to the extent permissible under Section 1.409A-1(b)(4)(ii) of the proposed Treasury Regulations, such exercise may be delayed so long as the Option is then exercised at the earliest date at which it is reasonably anticipated that such law no longer prevents such exercise. If a US Taxpayer Leaves for a Good Leaver Reason other than death or an investigation is ongoing pursuant to rule 8 (Investigations) of the Plan, and in accordance with the foregoing paragraph, the Option is exercised before the Expected Vesting Date or the investigation is concluded, respectively, the Shares or cash (as the case may be) acquired by the US Taxpayer may not be transferred, assigned or otherwise disposed of by or on behalf of the US Taxpayer before the Expected Vesting Date or of the date that the investigation is concluded, respectively, other than: 2.3.1 to the US Taxpayer’s personal representatives in the event of the US Taxpayer’s subsequent death; 2.3.2 to a nominee on behalf of the US Taxpayer; 2.3.3 in accordance with rule 14.1 (Withholding) of the Plan to fund any liability for Tax (as well as any outstanding exercise price and any applicable dealing and/or currency exchange costs and other associated costs); 2.3.4 due to any Clawback being triggered; or 2.3.5 if the Committee decides otherwise.
3. Incentive Stock Options
3. Incentive Stock Options
3.1 GRANT OF INCENTIVE STOCK OPTIONS
3.1 GRANT OF INCENTIVE STOCK OPTIONS Notwithstanding any of the rules of the Plan, Incentive Stock Options granted under the Plan to US Taxpayers shall comply with the requirements of this Paragraph 3. Each Option that is intended to be an Incentive Stock Option shall indicate that the Option is intended to be an Incentive Stock Option.
3.1 GRANT OF INCENTIVE STOCK OPTIONS
| Annex D―Approval of the Carnival plc 2024 Employee Share Plan | | 3. Incentive Stock Options |
3.4 EXERCISE PRICE AND EXPIRATION DATE
3.4 EXERCISE PRICE AND EXPIRATION DATE 3.4.1 Except as otherwise provided by the Paragraph 3.4.2 of this Schedule, the exercise price for a Share subject to an Incentive Stock Option may not be less than the Market Value of a Share on the Award Date and the Exercise Period of the Incentive Stock Option may not exceed 10 years from the Award Date; and 3.4.2 For a US Taxpayer who is a Greater Than 10% Shareholder, the exercise price for a Share subject to an Incentive Stock Option may not be less than 110% of the Market Value of a Share on the Award Date and the Exercise Period of the Incentive Stock Option may not exceed five years from the Award Date.
3.4 EXERCISE PRICE AND EXPIRATION DATE
| 3.5 | MAXIMUM NUMBER OF STOCK GRANTED AS INCENTIVE STOCK OPTIONS |
3.6 INDIVIDUAL LIMIT
3.6 INDIVIDUAL LIMIT The aggregate “fair market value” for purposes of Section 422 of the Code, determined at the Award Date, of the number of Shares with respect to which Incentive Stock Options first become exercisable by a US Taxpayer in any calendar year under the Plan (and any incentive stock options under any other plan required to be taken into account under Section 422(d) of the Code) shall not exceed USD100,000. To the extent that this USD100,000 limit is exceeded, the Option will be treated as an Unapproved Option granted pursuant to Paragraph 2.2 of this Schedule and as a nonqualified stock option for US tax purposes. The rule set forth in the immediately preceding sentence shall be applied by taking Incentive Stock Options and other incentive stock options into account in the order in which they were granted.
3.9 DISQUALIFYING DISPOSITION
3.9 DISQUALIFYING DISPOSITION Incentive stock option tax treatment under Section 421(a) of the Code will not apply to Shares acquired upon exercise of an Incentive Stock Option if such Shares are disposed of in a disqualifying disposition on or before the later of (i) two years from the Award Date of such Incentive Stock Option, and (ii) one year from the date of exercise of such Incentive Stock Option. If a disqualifying disposition occurs, the US Taxpayer shall give the Company prompt written or electronic notice of the disposition. Such notice shall specify the date of such disqualifying disposition and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the US Taxpayer in such disqualifying disposition.
3.10 SHAREHOLDER APPROVAL
3.10 SHAREHOLDER APPROVAL The Committee will obtain prior approval of shareholders by ordinary resolution for any change to this Schedule which relates to the maximum number of Shares that may be issued as Incentive Stock Options in Paragraph 3.5 or the employees (or class or classes of employees) eligible to receive Incentive Stock Options in Paragraph 3.2.
Restricted Stock Units, Phantom Awards and Other Awards
Restricted Stock Units, Phantom Awards and Other Awards
Restricted Stock Units, Phantom Awards and Other Awards
| 5.1 | GRANT OF RESTRICTED STOCK UNITS, PHANTOM AWARDS AND OTHER AWARDS |
Restricted Stock Units, Phantom Awards and Other Awards
Restricted Stock Units, Phantom Awards and Other Awards (and any Dividend Equivalents in respect of such Awards) granted under the Plan to US Taxpayers shall be made pursuant to: 5.1.1 Paragraph 5.2 of this Schedule to qualify for the Short-Term Deferral Exemption; or 5.1.2 Paragraph 5.3 of this Schedule to comply with the requirements of Section 409A of the Code. Any Restricted Stock Units, Phantom Awards and Other Awards granted to a US Taxpayer who is on notice to terminate their employment within the Group (save where the Participant will continue to be employed by another Member of the Group) will be granted pursuant to Paragraph 5.3 of this Schedule to comply with the requirements of Section 409A of the Code.
5.2 SHORT-TERM DEFERRAL EXEMPTION
5.2 SHORT-TERM DEFERRAL EXEMPTION Notwithstanding any of the rules of the Plan, Restricted Stock Units, Phantom Awards and Other Awards (and any Dividend Equivalents in respect of such Awards) granted pursuant to this Paragraph 5.2 must be settled under
5.2 SHORT-TERM DEFERRAL EXEMPTION
| Annex D―Approval of the Carnival plc 2024 Employee Share Plan | | 6. Changes to Awards |
5.2 SHORT-TERM DEFERRAL EXEMPTION
rule 7 (Settlement of Awards) of the Plan no later than the end of the Short-Term Deferral Period. In the event that such an Award (or any Dividend Equivalents in respect of such Awards) cannot be settled by the end of the Short-Term Deferral Period because settlement would have violated applicable law, then to the extent permissible under Section 1.409A-1(b)(4)(ii) of the proposed Treasury Regulations, such settlement may be delayed so long as the Award (or any Dividend Equivalents in respect of such Awards) is then settled at the earliest date at which it is reasonably anticipated that such law no longer prevents such settlement. If a US Taxpayer Leaves for a Good Leaver Reason other than death or an investigation is ongoing pursuant to rule 8 (Investigations) of the Plan, and in accordance with the foregoing paragraph, the Award (and any Dividend Equivalents in respect of such Awards) is settled before the Expected Vesting Date or the investigation is concluded, respectively, the Shares or cash (as the case may be) acquired by the US Taxpayer may not be transferred, assigned or otherwise disposed of by or on behalf of the US Taxpayer before the Expected Vesting Date or of the date that the investigation is concluded, respectively, other than: 5.2.1 to the US Taxpayer’s personal representatives in the event of the US Taxpayer’s subsequent death; 5.2.2 to a nominee on behalf of the US Taxpayer; 5.2.3 in accordance with rule 14.1 (Withholding) of the Plan to fund any liability for Tax (as well as any outstanding exercise price and any applicable dealing and/or currency exchange costs and other associated costs); 5.2.4 due to any Clawback being triggered; or 5.2.5 if the Committee decides otherwise.
7.1 INTENTIONS
7.1 INTENTIONS Unapproved Options granted under the Plan to US Taxpayers pursuant to Paragraph 2.2 of this Schedule and Stock Appreciation Rights granted pursuant to Paragraph 4 of this Schedule are intended to be exempt from the requirements of Section 409A of the Code under the Stock Rights Exception, and the Plan (including this Schedule) will be interpreted and administered consistent with this intention with respect to such Awards granted to US Taxpayers. Incentive Stock Options granted to US Taxpayers pursuant to Paragraph 3.1 of this Schedule are intended to qualify as “incentive stock options” for the purposes of Section 422 of the Code and to be exempt from the requirements of Section 409A of the Code under Section 1.409A-1(b)(5)(ii) of the Treasury Regulations, and the Plan (including this Schedule) will be interpreted and administered consistent with this intention with respect to Incentive Stock Options granted to US Taxpayers. Unapproved Options granted under the Plan to US Taxpayers pursuant to Paragraph 2.3 of this Schedule and Restricted Stock Units, Phantom Awards and Other Awards (and any Dividend Equivalents in respect of such Awards) granted under the Plan to US Taxpayers pursuant to Paragraph 5.2 of this Schedule are intended to be exempt from the requirements of Section 409A of the Code under the Short-Term Deferral Exception, and the Plan (including this Schedule) will be interpreted and administered consistent with this intention with respect to such Awards granted to US Taxpayers. Unapproved Options granted under the Plan to US Taxpayers pursuant to Paragraph 2.4 of this Schedule and Restricted Stock Units, Phantom Awards and Other Awards (and any Dividend Equivalents in respect of such Awards) granted under the Plan to US Taxpayers pursuant to Paragraph 5.3 of this Schedule are intended to comply with the requirements of Section 409A of the Code, and the Plan (including this Schedule) will be interpreted and administered consistent with this intention with respect to such Awards granted to US Taxpayers.