SEC Filings

DEF 14A
CARNIVAL CORP filed this Form DEF 14A on 03/07/2019
Entire Document
 


Table of Contents

ANNEX B

 

 

Non-Executive Directors

 

 

Fees

 

 

Fees in Fiscal 2018 (not audited)

 

As described in last year’s Carnival plc Directors’ Remuneration Report, during fiscal 2018, Non-Executive Directors were entitled to an $110,000 annual retainer. For fiscal 2018, the Senior Independent Director received an additional retainer of $25,000 per annum. In addition, Non-Executive Directors receive additional compensation for serving as Chair of a Board Committee as set out in the “Director Compensation” section of the Proxy Statement.

 

Restricted Stock Grants in Fiscal 2018 (audited)

 

Each Non-Executive Director elected or re-elected in April 2018 received share grants worth approximately $175,000. The restricted shares vest on the third anniversary of the grant date, and are not forfeited if a Director ceases to be a Director after having served as a Director for at least one year.

 

Fees in Fiscal 2019 (not audited)

 

No material changes to the arrangements are anticipated for 2019.

 

Stock Ownership Policy  

 

Stock Ownership Policy (audited)

 

A description of the stock ownership policy applicable to Non-Executive Directors is set out in Part I. New Directors must achieve this requirement no later than five years from the date of their initial election to the Boards by the shareholders. Other than Ms. Deeble and Mr. Cahilly, who were elected in 2016 and 2017, respectively, and Ms. Lahey, who was appointed in January 2019, each of the Non-Executive Directors serving in 2018 has already achieved this Board-mandated requirement.

 

 

  2.2

Service Contracts (not audited)

Because Directors, other than Mr. Donald, do not have formal agreements, it is not feasible to include a table with the unexpired terms. Mr. Donald’s terms are summarized in the Proxy Statement. As explained more fully in the Proxy Statement, Mr. Donald would generally receive an amount equal to one times his base salary and target bonus upon termination.

Non-Executive Directors are appointed under terms set out in a letter of appointment. They do not have service contracts and their appointments can be terminated (by the Boards) without any compensation on termination. However, they may retain their share grants (if they have already served for at least one year) and may receive a departing gift of up to $25,000 in value.

 

  2.3

Compensation Committees (not audited)

The membership of the Compensation Committees during the year consisted of three members who are deemed independent by the Boards of Directors: Randall J. Weisenburger (Chair), Richard J. Glasier and Laura Weil. The members of the Compensation Committees are appointed by the Boards based on the recommendations of the Nominating & Governance Committees. Further details

 

B-6           Carnival plc Directors’ Remuneration Report – Part II