SEC Filings

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

COMPENSATION

Compensation Tables

 

 

price changes and currency exchange rate impacts, for each of the three fiscal years in the 2017-2019 performance cycle and the average of ROIC results for the three-year performance cycle, exceeds specified performance goals.

(6)

Restrictions lapse on January 16, 2020.

(7)

Market value is based on target performance assuming 100% payout on the January 2017 SEA grant as at November 30, 2018. These grants vest zero to 300% of target based on attaining certain absolute TSR growth goals and may be modified by TSR rank relative to our 2017 Peer Group at the end of a three-year performance period. The maximum relative TSR modification is 200% of the absolute TRS performance for a combined maximum payout of six times target. The 2017 SEA grant is also subject to a value cap of seven times the grant date value.

(8)

Market value is based on target performance assuming 100% payout on the April 2018 PBS grant as at November 30, 2018. These grants vest zero to 200% of target based upon the extent to which annual Operating Income, as adjusted for 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 ROIC results for the three-year performance cycle, exceeds specified performance goals.

(9)

Market value is based on target performance assuming 100% payout on the January 2018 SEA grant as at November 30, 2018. These grants vest zero to 300% of target based on attaining certain absolute TSR growth goals and may be modified by TSR rank relative to our 2018 Peer Group at the end of a three-year performance period. The maximum relative TSR modification is 200% of the absolute TSR performance for a combined maximum payout of six times target. The 2018 SEA grant is also subject to a value cap of seven times the grant date value.

Stock Vested for Fiscal 2018

None of our Named Executive Officers held options during fiscal 2018. The following table provides information for our Named Executive Officers on the number of shares acquired upon the vesting of restricted shares and RSUs and the value realized, each before the payment of any applicable withholding tax and broker commissions.

 

     Stock Awards    

Name

  

Number of Shares

Acquired on Vesting

(#)

  

Value Realized

on Vesting(1)

($)

   

Arnold W. Donald

       95,351        6,573,746  

David Bernstein

       110,675 (2)         7,439,386 (2)   

Stein Kruse

       116,899 (2)         7,764,793 (2)   

Arnaldo Perez

       34,102        2,313,280  

Michael Thamm

       89,319        5,899,855  
(1)

The fair market value of Carnival Corporation common stock realized on vesting has been determined using the average of the highest and lowest sale prices reported as having occurred on the New York Stock Exchange on the date of vesting. The fair market value of Carnival plc ordinary shares realized on vesting has been determined using the average of the highest and lowest sale prices reported as having occurred on the London Stock Exchange on the date of vesting. The value for Carnival plc ordinary shares has been converted from sterling into U.S. dollars based on the exchange rate on the date of exercise or vesting.

(2)

Includes portions of the 2016 restricted stock and 2017 MTE grants released to Mr. Bernstein in December 2017 and the 2017 MTE grants and 2018 MTE grants released to Mr. Kruse in November 2017 due to Messrs. Bernstein and Kruse reaching retirement age pursuant to the terms of the associated share grant agreements.

Pension Benefit in Fiscal 2018

Messrs. Donald, Bernstein, Kruse and Thamm do not participate in any defined benefit pension plans sponsored by Carnival Corporation or Carnival plc. Mr. Perez participated in the Retirement Plan.

The Retirement Plan was unfunded and was not qualified for U.S. tax purposes. Mr. Perez’s benefit accruals in the Retirement Plan both for credited service and compensation were both frozen as of December 31, 1997. Mr. Perez’s benefits under the Retirement Plan were calculated based on age, length of service with Carnival Corporation and the average of his five highest consecutive years of compensation out of the last 10 years of service up to December 31, 1997. The benefit formula provides an annual benefit accrual equal to 1% of his earnings for the year up to “covered

 

LOGO Carnival Corporation & plc 2019 Proxy Statement  

 

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