SEC Filings

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

COMPENSATION

Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I

 

achieved for fiscal 2018 were measured using a constant fuel price per ton and constant currency exchange rates.

In January 2018, the Compensation Committees set the Corporation Operating Income Target for fiscal 2018 at $3.335 billion, which was 7.2% more than the actual Corporation Operating Income achieved in fiscal 2017 when normalized for fuel price and currency exchange rate impact, consistent with historical methodology. The Compensation Committees believed that this target represented a challenging performance goal.

Under the Management Incentive Plan, the preliminary bonus amounts payable were dependent upon the amount of Corporation Operating Income achieved as compared to the Corporation Operating Income Target as follows:

 

Plan Provisions

Corporation Operating

Income (in billions)

  

Performance Level

(% of Target Achievement)

  

Payout

    Percentage(1)    

<$3.070

   Below Threshold (<92.1%)           0%

  $3.070

   Threshold (92.1%)      50.0%

  $3.301

   At 99.0%      90.0%

  $3.335

   Target (100.0%)    100.0%

  $3.565

   Maximum (106.9%)    200.0%
(1)

The payout curve includes four linear slopes. Payouts between these points are calculated using interpolation.

Bonus funding under the Management Incentive Plan for the Named Executive Officers who are Chief Executive Officers of a group of brands was calculated by reference to a bonus schedule that calibrates the respective weighted Brand Operating Income Target of 50% (proportionally weighted by the size of each brand, when more than one brand is under the scope of the Named Executive Officer) and Corporation Operating Income Target of 50% for the fiscal 2018 plan year with the target bonus.

The Compensation Committees considered the attainment of each brand’s Brand Operating Income Target for fiscal 2018 to be achievable but challenging given each brand’s fiscal 2017 performance.

The fiscal 2018 Brand Operating Income Target for the Holland America Group and Carnival UK (both applicable to Mr. Kruse) were 9.8% and 11.3%, respectively, and the Costa Group (applicable to Mr. Thamm) was 11.1% more than the actual Brand Operating Income achieved in fiscal 2017 when normalized for fuel price and currency exchange rate impact. The Compensation Committees believed that these targets represented challenging performance goals and were both higher than the normalized actual results for fiscal 2017.

In January 2018, Mr. Donald provided the Compensation Committees with his recommendations regarding the fiscal 2018 target bonus amounts under the Management Incentive Plan for our Named Executive Officers (other than himself), in which there was no increase from their fiscal 2017 target bonuses. The Compensation Committees accepted Mr. Donald’s recommendations. The fiscal 2018 target bonuses were, as follows:

 

Named Executive Officer

 

  

Fiscal 2018

    Target Bonus    

 

Arnold W. Donald

       $3,000,000

David Bernstein

       $1,000,000

Stein Kruse

       $1,200,000

Arnaldo Perez

       $   450,000

Michael Thamm

       1,116,000

These amounts were established by the Compensation Committees after taking into consideration the competitive market analysis (described above), historical bonus payout levels, the challenging

 

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