SEC Filings

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

Table of Contents




Mr. Donald received a target PBS grant of 43,263 shares in February 2018. The PBS grant made to Mr. Donald in fiscal 2018 is capable of vesting between zero to 200% of target based upon the extent to which operating income, as adjusted for certain fuel price changes and currency exchange rate impacts, for each of the three fiscal years in the 2018-2020 performance cycle and the average of each annual return on invested capital (“ROIC”) result for the three-year performance cycle exceeds the specified performance goals. Under the terms of the grant, the operating income result is weighted 60% and ROIC result is weighted 40%. The operating income and ROIC targets will be disclosed at the end of the performance period (as these targets are deemed strategic and commercially sensitive).


In April 2018, the Compensation Committees also approved an SEA grant to Mr. Donald in the form of 35,000 target shares. The SEA grant is entirely performance-based and the ultimate value is contingent upon Carnival Corporation & plc’s absolute TSR as modified by our TSR rank relative to the Peer Group over the period of December 1, 2017 through November 30, 2020, which may be from zero to 600% of target.


The Compensation Committees approved the long-term equity grants to Mr. Donald after an evaluation of current market practice, the aggregate market positioning of total direct compensation, and the Compensation Committees’ focus on the alignment between Mr. Donald’s pay outcomes and Carnival Corporation & plc’s long-term performance.


The 2016 PBS grant made to Mr. Donald in April 2016 reached the end of the performance period at the end of fiscal 2018 and will vest on February 15, 2019.


Long-Term Incentive Compensation in Fiscal 2019 (not audited)


All long-term incentive compensation for fiscal 2019 for Mr. Donald will continue to be 100% at risk and performance-based.


The PBS grant will have a target value of $3 million and the MTE target grant will have a value of $1.5 million. The SEA grant will have a target of 35,000 shares.


The monetary amounts referred to for the MTE and PBS grants above are made as a number of shares using the share price at the date of grant. The SEA grant is made as a number of shares. As explained 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.


PBS and SEA grants to be made in fiscal 2019 will be subject to performance conditions which the Compensation Committees approve as appropriate at the time the grants are made. The MTE grants will be subject to pre-grant performance conditions tied to the Management Incentive Plan. The precise metrics for the PBS grants have not been finalized at the date of the Carnival plc Directors’ Remuneration Report, but may be based on similar measures as the grants made in fiscal 2018, which may include operating income and ROIC, with the precise performance measures, targets and maximums set shortly prior to


B-4           Carnival plc Directors’ Remuneration Report – Part II