SEC Filings

DEF 14A
CARNIVAL CORP filed this Form DEF 14A on 03/07/2019
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Table of Contents

ANNEX B

 

 

    

Full details of the process for setting the Corporation Operating Income Target for fiscal 2019 and of how achievement of Corporation Operating Income in relation to that target can produce bonus outcomes is set out in Part I.

 

The Corporation Operating Income Target for fiscal 2019 will be disclosed at the end of the performance period, as it is strategic and commercially sensitive to disclose at this time.

 

For fiscal 2019, Mr. Donald’s target bonus remained unchanged at $3,000,000 (with the maximum possible bonus being 200% of this level).

 

Mr. Arison does not participate in our performance-based annual bonus program.

 

As reported 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.

Long-Term Incentive Compensation   

Long-Term Incentive Compensation in Fiscal 2018 (audited)

 

Descriptions of the share grants made to Mr. Donald during fiscal 2018 and their vesting conditions are set out in Part I. The share grants made to Mr. Donald during fiscal 2018 are disclosed in “Share Plan Grants Made to Directors in Fiscal 2018” table below, which is audited. No share grants were made to Mr. Arison in fiscal 2018.

 

For fiscal 2018, long-term incentives were as follows:

 

•  Management Incentive Plan-Tied Equity (“MTE”) grant made in January 2019;

•  Performance-Based Share (“PBS”) grant made in February 2018; and

•  Shareholder Equity Alignment (“SEA”) grant made in April 2018.

 

The Compensation Committees approved an MTE target grant value for Mr. Donald in January 2018. The actual 2018 Management Incentive Plan payout percentage is applied to the MTE target grant value to determine the recommended MTE grant value, which may be from zero to 200% of target. The actual MTE grant value approved is then converted into a number of RSUs that cliff vest after two years from the date of grant. The MTE grant for Mr. Donald in January 2019 was as follows:

 

Named Executive

Officer

  

MTE

Target

Value

($)

           

2018

Payout

Percentage

          

MTE

Grant

Value

($)

           

Closing

Price

On
Grant

Date

($)

           

RSUs

Received

(#)

 
 

Arnold W. Donald

     1,500,000        x        156.3     =        2,344,500        ÷        52.20        =        44,913  
 
 

                    

    

 

Carnival plc Directors’ Remuneration Report – Part II  

 

    B-3