|CARNIVAL CORP filed this Form DEF 14A on 03/07/2019|
Compensation Discussion and Analysis and Carnival plc Directors Remuneration ReportPart I
B. Disclosure and the Timing of Equity-Based Compensation
The Compensation Committees met in January 2018 to determine the target values of the MTE grants, in February 2018 to determine the PBS grants and in April 2018 to determine the SEA grants, all of which are part of the equity-based compensation for key executives in fiscal 2018.
The fiscal 2018 MTE grant was made in January 2019 once the Management Incentive Plan performance result was assessed and verified. Because the MTE grants are based on 2018 performance, the Compensation Committees believe that the discussion of these equity-based grants made after fiscal year end is important to understanding the overall Named Executive Officer compensation for the preceding year.
Accordingly, we describe below the MTE grants made in early 2019 and the MTE grants made in early 2018 (which were discussed previously in last years Proxy Statement but first appear in the Summary Compensation Table and Grants of Plan-Based Awards in Fiscal 2018 table in this years Proxy Statement).
C. Fiscal 2018 Annual Grants
2018 MTE Grants. In January 2018, the Compensation Committees approved an MTE target grant value for each of our Named Executive Officers and certain other executives. Each target grant value was determined after consideration of recommendations received from Mr. Donald and the Chairman of the Boards of Directors, as well as reviewing the scope of the Named Executive Officers responsibilities, performance and long-term retention considerations. There was no increase in the MTE target for the Named Executive Officers for fiscal 2018.
Following the end of fiscal 2018, the actual 2018 Management Incentive Plan payout percentage is applied to the MTE target grant value to determine the actual MTE grant values, which may be from zero to 200% of target. In January 2019, the actual MTE grant value earned was converted into a number of RSUs that cliff vest two years from the date of grant. The MTE grants do not receive dividends or have voting rights. Each MTE RSU is credited with dividend equivalents equal to the value of cash and stock dividends paid on Carnival Corporation common stock or Carnival plc ordinary shares. The dividend equivalents will be distributed upon the settlement of the MTE RSUs only upon vesting. Please see the Equity Grants Made During Fiscal 2019 as Compensation for Fiscal 2018 table for additional MTE grant details.
The MTE grants made to our Named Executive Officers in January 2019 were as follows: