Bettina Deynes
About Bettina Deynes
Global Chief Human Resources Officer (Global CHRO) of Carnival Corporation & plc since 2022; previously CHRO of Carnival Cruise Line (2019–2022). Age 51 and 5 years of service as of January 26, 2024; prior roles include Managing Director at The Surrogate CEO (2018–2019) and CHRO & Strategy Officer at the Society for Human Resource Management (2014–2018) . 2024 incentive design emphasized profitability and sustainability: company-wide MIP tied 80% to Adjusted Operating Income and 20% to HESS safety/environment metrics, delivering 187.2% payout on strong performance; the 2022–2024 ERA recovery program also paid out at 150% on normalized adjusted EBITDA per ALBD reaching 129% of 2019 levels .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carnival Corporation & plc | Global Chief Human Resources Officer | 2022–present | Oversees global HR; signatory authority on key comp/agreements as CHRO . |
| Carnival Cruise Line | Chief Human Resources Officer | 2019–2022 | Led HR during post-pandemic return to service . |
| The Surrogate CEO | Managing Director | 2018–2019 | C‑suite consulting and interim leadership . |
| Society for Human Resource Management (SHRM) | Chief Human Resources Officer & Strategy Officer | 2014–2018 | Led HR, talent strategy and development for global HR association . |
External Roles
No external public-company directorships are disclosed in the filings reviewed; biography lists prior operating roles at SHRM and The Surrogate CEO rather than board seats .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 425,000 | 487,750 |
| Target Bonus ($) | 300,000 | 375,000 |
| Actual MIP Bonus Paid ($) | 558,000 | 1,302,000 |
| All Other Compensation ($) | 77,876 | 89,859 |
| Key Perquisites Detail (2024): 401(k) match; private medical; other | — | 21,233; 55,461; 3,335 |
Notes:
- 2024 MIP design: Adjusted Operating Income (80% weight) and HESS (20% weight); overall formula result 187.2% .
Performance Compensation
Annual Incentive (MIP) — Design and Results
| Metric | Weight | Target | Actual/Result | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Adjusted Operating Income | 80% | Preset (not disclosed) | 200% of target (company result) | 0–200% of target bonus; Deynes earned $702,000 at 187.2% overall | Cash, annual |
| HESS (safety, health, environment) | 20% | Preset (see HESS sub-metrics) | 136% of target (company result) | Included in 187.2% overall | Cash, annual |
Deynes’ 2024 MIP: Target $375,000; payout $702,000 at 187.2% .
One-time Recovery Program (ERA)
| Program | Metric | Performance | Payout |
|---|---|---|---|
| 2022–2024 ERA | Normalized Adjusted EBITDA per ALBD vs 2019 | 129% of 2019; 150% payout | $600,000 to Deynes |
Long-term Equity Incentives (2024 grants)
| Grant Type | Grant Date | Units/Targets | Grant Date Fair Value ($) | Metrics / Weighting | Vesting |
|---|---|---|---|---|---|
| Time-Based RSUs (TBS) | 4/08/2024 | 17,465 | 273,502 | Retention (time-based) | Annual pro‑rata over 3 years; restrictions ordinarily lapse Apr 2025, 2026, 2027 |
| Performance-Based RSUs (PBS) | 4/08/2024 | 20,377 target (0–200% range: 20,377/40,753/81,506) | 638,192 | Adjusted EBITDA per ALBD 65%, Adjusted ROIC 25%, Carbon Intensity Reduction 10% (FY24–26) | Cliff vesting in April 2027, subject to performance certification |
Stock vested in fiscal 2024: 8,081 shares; value realized $126,976 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Jan 13, 2025) | 23,813 shares (CCL) beneficially owned; “***” denotes <1% . |
| Unvested/Unearned Equity (as of Nov 30, 2024) | Unvested RSUs: 27,949 ($710,743); Unearned PBS targets: 68,738 ($1,748,007). Market value at $25.43/share . |
| Options | None of the NEOs held options in fiscal 2024 . |
| Stock Ownership Guidelines | Executive Officers must hold 3x salary; Deynes, appointed within 5 years, has time to comply; required to retain at least 50% of net shares until compliance . |
| Hedging/Pledging Policy | Exec Officers prohibited from hedging; Board members and employees may pledge shares (discouraged; with cautions) . |
Implications for selling pressure: scheduled TBS vesting in April 2025/2026/2027 and PBS cliff in April 2027 can create periodic liquidity events (subject to taxes/trading windows) .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | No traditional employment agreement; covered by confidentiality and restrictive covenants . |
| Severance/Non‑Compete | Eligible for six months’ base salary upon termination without cause or change of control as consideration for non‑competition/non‑solicitation (estimated $245,000) . |
| Equity on Termination/CoC | Death/disability: immediate vesting; Change of control: double‑trigger acceleration within 12 months . |
| Estimated Equity Values (as of 11/30/2024) | Termination without cause: $31,406; Death or disability: $2,458,750; Change of control (double trigger): $2,458,750 (valued at $25.43/share) . |
| Clawback | NYSE‑compliant clawback policy covering incentive-based comp; supplements plan/grant clawbacks for misconduct and covenant breaches . |
| 409A/At‑will/Restrictive Covenants | Company maintains standard 409A compliance; agreements emphasize confidentiality, non‑compete, non‑solicit; CHRO is point of contact for return of property; at‑will employment across form agreements . |
Compensation Structure Analysis
- Shift toward variable, performance-based pay: 2024 equity targets increased with 70% PBS / 30% TBS mix; PBS tied to profitability (EBITDA/ALBD), capital efficiency (ROIC), and decarbonization (GHG intensity) .
- Strong pay-for-performance in 2024: MIP paid 187.2% on AOI/HESS and ERA paid 150% on normalized EBITDA/ALBD, aligning with clear financial and safety/environment goals .
- Market benchmarking: FW Cook review indicates NEO total compensation generally below market, being addressed over time; target bonuses raised in 2024 alongside discontinuation of prior profit-share .
Risk Indicators & Red Flags
- Pledging permitted for employees/Board members (with cautions); executives barred from hedging—pledging latitude is a modest alignment risk if used (no individual pledging by Deynes disclosed) .
- No excise tax gross-ups; limited cash severance (six months base) supports shareholder-friendly posture .
- Double-trigger CoC equity acceleration reduces windfall risk; broad clawback coverage in place .
Investment Implications
- Alignment and retention: High at-risk mix (PBS focus on EBITDA/ALBD, ROIC, GHG) plus multi-year vesting through 2027 ties outcomes to sustained recovery and efficiency; limited cash severance reduces downside governance risk .
- Selling pressure: Anticipate annual TBS vesting (Apr 2025–2027) and a PBS cliff in Apr 2027 as potential supply overhangs; 2024 vesting of 8,081 shares shows ongoing cadence of releases .
- Execution signals: 2024 MIP/ERA overachievement and ERA’s 82% retention underscore operational momentum and HR-led retention success, supportive of continued performance-linked payouts; however, continued majority PBS exposure raises payout risk if profitability or carbon/ROIC targets soften .