SEC Filings

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


Table of Contents

GOVERNANCE

Director Compensation

 

DIRECTOR COMPENSATION

 

During fiscal 2018, our Non-Executive Directors were entitled to receive an annual retainer of $110,000 per year, equity compensation, as further described below, and reimbursement for travel, meals and accommodation expenses attendant to their Board membership. We do not provide retirement benefits 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 2018” table. For fiscal 2018, the Presiding 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. Board members who are employed by us do not receive additional compensation for their services as a member of the Boards of Directors.

During fiscal 2018, the retainers for the Chair of Board Committees were as follows:

 

  Board Committee   

Chair

    Retainer    

 

 

  Audit Committees

 

    

 

$30,000

 

 

 

 

  Compensation Committees

 

    

 

$30,000

 

 

 

 

  Executive Committees

 

    

 

 

 

 

 

  HESS Committees

 

    

 

$30,000

 

 

 

 

  Nominating & Governance Committees

 

    

 

$15,000

 

 

 

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 annually review Non-Executive Director pay levels and compensation practices of certain other publicly-listed companies with the assistance of their consultant to ensure our compensation program is competitive.

Non-Executive Directors receive payment of their earned retainer in quarterly installments. Annual retainers are pro-rated 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 2011 Stock Plan. In April 2018, the Non-Executive Directors received grants with a dollar value equal to approximately $175,000. As a result, a grant of 2,749 Carnival Corporation restricted shares was made to each Non-Executive Director elected or re-elected on April 11, 2018 based on the closing price of a share on that date of $63.64.

Grants under the Carnival Corporation 2011 Stock Plan are released from restriction on the third anniversary of the grant date (and are not forfeitable provided the Director has served at least a full year). Grants of restricted shares 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 election to the Boards and subsequently at the time of their annual re-election to the Boards.

 

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