SEC Filings

CARNIVAL CORP filed this Form DEF 14A on 03/07/2019
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Compensation Discussion and Analysis and Carnival plc Directors’ Remuneration Report—Part I


Corporation Operating Income Target established by the Compensation Committees for fiscal 2018 and the Compensation Committees’ continued philosophy to place emphasis on performance-based pay elements.

Following the end of fiscal 2018, the Compensation Committees reviewed actual Corporation Operating Income and Brand Operating Income results achieved during fiscal 2018, inclusive of adjustments deemed relevant to the performance of Carnival Corporation & plc and the individual brands, under the terms of the Management Incentive Plan.

After taking these adjustments into consideration, the Compensation Committees certified an adjusted Corporation Operating Income amount for fiscal 2018 that was 103.8% of the fiscal 2018 Corporation Operating Income Target and resulted in a preliminary bonus funding.

One factor further modifying the bonus funding percentage was our HESS performance, as determined by the HESS Committees. To make this annual determination, the HESS Committees met regularly with members of the Carnival Corporation & plc Maritime Policy & Analysis Department and senior management to review an extensive analysis of each brand’s and Carnival Corporation & plc’s enterprise-wide performance in HESS-related areas tracked throughout the course of the fiscal year. When applied, the result was a preliminary funding Based on the Corporation’s 2018 results and the HESS modifier recommended by the HESS Committees, the Compensation Committees approved to the bonus funding equal to equal to 156.3% of Messrs. Donald, Bernstein and Perez’s target bonus.

The adjusted Corporation Operating Income, performance levels and resulting actual performance level payouts for fiscal 2018 as approved by the Compensation Committees were as follows:


Actual Results and Payout


Fiscal 2018


Operating Income

(in billions)



Percent of

Target Achieved



Fiscal 2018

Payout Percentage


   103.8%    156.3%

The Compensation Committees also certified an adjusted Brand Operating Income amount for the Holland America Group, Carnival UK and Costa Group for fiscal 2018 that were 103.5%, 108.3% and 100.5% of their respective 2018 Brand Operating Income Targets. Based on these 2018 brand results, their respective HESS modifiers recommended by the HESS Committees, and the adjusted Corporate Operating Income results described above, the result was bonus funding for Messrs. Kruse and Thamm, equal to 150.7% and 132.6% of their respective target bonuses.

Mr. Donald made recommendations to the Compensation Committees for all Named Executive Officer annual bonuses except for his own. The recommendations included a subjective review of the applicable fiscal year overall performance of each Named Executive Officer. Mr. Donald also submitted his self-assessments to the Compensation Committees summarizing his own activities and results as compared to his goals, as well as Carnival Corporation & plc’s overall performance.

Final bonus amounts were then determined by the Compensation Committees, taking into account Mr. Donald’s recommendations and input from FW Cook. In making their determinations, including whether to vary bonuses from the amount determined under the bonus schedule included in the Management Incentive Plan, the Compensation Committees considered the factors summarized in the “Executive Summary” section above, in addition to the competitive market compensation for each Named Executive Officer and their subjective overall assessment of individual performance in fiscal 2018. After taking into account the factors referred to above, together with an assessment of the individual performance of each of the Named Executive Officers, the Compensation Committees determined not to vary the final bonus amounts determined by the bonus schedule in the Management


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