01—Abstract
Summary
Summary of the 8-K/A filed August 26, 2022. Cited figures are marked; the original filing is the authoritative source.
This 8-K/A filing from Carnival Corporation (CCL) amends a prior report to detail executive compensation adjustments for Josh Weinstein following his appointment as President and CEO, effective August 1, 2022.
The primary focus is on the revised salary, bonus targets, and equity awards approved by the Compensation Committees on August 22, 2022. These changes reflect the increased responsibilities associated with his new role and aim to align his compensation with company performance and long-term value creation.
Key changes include an increased base salary, a significant boost to his target annual bonus and restricted stock unit (RSU) grants, and a substantial one-time performance-based RSU award with a vesting period tied to fiscal years 2026 and 2027 return on invested capital (ROIC) goals. This equity award has a performance range that can double the target amount based on achieving specific ROIC metrics, indicating a strong emphasis on long-term shareholder returns.
02—Key points
Key Highlights
- Josh Weinstein's base salary increased to $1,250,000 effective August 1, 2022.
- Target annual bonus increased to $2,500,000, prorated from May 1, 2022.
- Target Restricted Stock Unit (RSU) grants increased to $5,000,000 annually, prorated from August 1, 2022.
- RSU grants are split between performance-based RSUs and Management Incentive Plan-tied RSUs, each valued at $2,500,000 annually.
- A one-time award of 500,000 performance-based RSUs was granted, with vesting dependent on ROIC goals for fiscal years 2026 and 2027.
- The potential payout for the one-time RSU award can range from zero to two times the target amount.
- Total target compensation package for fiscal year 2023 is set at $8,750,000.
- Mr. Weinstein will not receive compensation for his services as a director.
03—Questions
Frequently Asked Questions
What is the main purpose of this 8-K/A filing?
This filing amends a previous report to provide updated details on the compensation package for Josh Weinstein, who was appointed President and CEO of Carnival Corporation & plc effective August 1, 2022. It outlines specific changes to his base salary, bonus targets, and equity awards approved by the Compensation Committees.
How has Josh Weinstein's compensation changed?
His base salary was increased to $1,250,000. His target annual bonus and target annual RSU grants were both set at $2,500,000 each (totaling $5,000,000 in RSUs). Additionally, he received a significant one-time performance-based RSU grant tied to long-term company performance.
What are the performance conditions for the one-time RSU award?
The one-time award of 500,000 performance-based RSUs is contingent on achieving specific Return on Invested Capital (ROIC) goals for fiscal years 2026 and 2027. The actual number of RSUs that vest in February 2028 can range from zero up to double the target amount, based on the extent to which the average ROIC for those two fiscal years meets or exceeds the established targets.
What is Josh Weinstein's total target compensation for fiscal year 2023?
His total target compensation package for fiscal year 2023 is $8,750,000, comprising a $1,250,000 base salary, a $2,500,000 target bonus, and $5,000,000 in target RSU grants.
04—Continue