Summary
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.
Key Highlights
- 1Josh Weinstein's base salary increased to $1,250,000 effective August 1, 2022.
- 2Target annual bonus increased to $2,500,000, prorated from May 1, 2022.
- 3Target Restricted Stock Unit (RSU) grants increased to $5,000,000 annually, prorated from August 1, 2022.
- 4RSU grants are split between performance-based RSUs and Management Incentive Plan-tied RSUs, each valued at $2,500,000 annually.
- 5A one-time award of 500,000 performance-based RSUs was granted, with vesting dependent on ROIC goals for fiscal years 2026 and 2027.
- 6The potential payout for the one-time RSU award can range from zero to two times the target amount.
- 7Total target compensation package for fiscal year 2023 is set at $8,750,000.
- 8Mr. Weinstein will not receive compensation for his services as a director.