David Bernstein
About David Bernstein
David Bernstein, 67, is Chief Financial Officer (since 2007) and Chief Accounting Officer (since 2016) of Carnival Corporation & plc, with 26 years of service as of January 27, 2025 . As CFO/CAO, he certifies the company’s annual reports under Sarbanes‑Oxley Sections 302 and 906, underscoring primary accountability for disclosure controls and financial reporting quality . Recent company operating performance shows strong recovery: revenues and EBITDA improved materially from FY 2022 to FY 2024.
Company performance (USD):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $12,169,000,000 | $21,593,000,000* | $25,021,000,000 |
| EBITDA | $(1,678,000,000)* | $4,226,000,000* | $6,076,000,000* |
Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact / scope |
|---|---|---|---|
| Carnival Corporation & plc | Chief Financial Officer | 2007–present | Principal financial officer; capital markets, reporting, investor disclosures; SOX certifications |
| Carnival Corporation & plc | Chief Accounting Officer | 2016–present | Principal accounting officer; internal controls and disclosure controls oversight |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed for Mr. Bernstein in company executive officer biographies reviewed . |
Fixed Compensation
- Base salary and target bonus (policy levels)
| Item | 2023 | 2024 (effective Mar 1, 2024) |
|---|---|---|
| Base salary | $850,000 | $960,000 |
| Target annual bonus | $1,200,000 | $1,350,000 |
- All Other Compensation (2024 breakdown)
| Component | 2024 ($) |
|---|---|
| In lieu of Savings Plan profit sharing | $369,840 |
| 401(k) employer contributions | $12,075 |
| Executive medical/health costs & premiums | $64,454 |
| Automobile allowance | $11,400 |
| Other (insurance, tax prep, misc.) | $12,551 |
| Total | $470,320 |
- Total compensation (Summary Compensation Table)
| Year | Salary ($) | Stock Grants ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | $850,000 | $0 | $1,320,000 | $418,671 | $2,588,671 |
| 2023 | $850,000 | $5,429,987 | $2,232,000 | $348,907 | $8,860,894 |
| 2024 | $956,192 | $2,998,389 | $10,027,200 | $470,320 | $14,452,101 |
Notes:
- 2024 non-equity incentive includes both 2024 MIP cash bonus and the one-time 2022 ERA performance incentive payout (see next section) .
Performance Compensation
- Annual cash bonus (MIP) design and results (2024)
| Metric | Weight | 2024 Result vs Target | Payout factor | Bernstein 2024 MIP ($) |
|---|---|---|---|---|
| Adjusted Operating Income | 80% | 200% of target | 200% | |
| HESS (safety, health, environment) | 20% | 136% of target | 136% | |
| Total formula outcome | — | — | 187.2% | $2,527,200 |
- One-time Earnings Recovery Alignment (ERA) program
| Item | Definition / Targeting | 2024 Outcome | Payout |
|---|---|---|---|
| ERA Metric | Normalized adjusted EBITDA per ALBD as % of FY2019; payout 0–150% | Achieved above max; 26% above max threshold (150% payout) | $7,500,000 to Bernstein |
- 2024 equity grants (April 8, 2024)
| Grant | Units (Target) | Grant-date fair value ($) | Vesting | Performance metrics |
|---|---|---|---|---|
| PBS (Performance-Based RSUs) | 67,014 target; 134,028 max | $2,098,878 | Cliff vests Apr 2027, based on FY2024–FY2026 results | Adjusted EBITDA per ALBD (65%), Adjusted ROIC (25%), Carbon Intensity Reduction (10%); payout 0–200% |
| TBS (Time-Based RSUs) | 57,440 | $899,510 | Pro‑rata annual vesting over 3 years (2025–2027) | Retention-focused; no performance conditions |
Notes:
- Conversion price for 2024 grants was the 10‑day average ending April 8, 2024: $16.06 per share .
- No stock options were held or granted to NEOs in 2024 .
Equity Ownership & Alignment
-
Beneficial ownership (as of Jan 13, 2025): 153,996 shares of Carnival Corporation common stock; <1% of outstanding; no Carnival plc ordinary shares .
-
Unvested and unearned equity (as of Nov 30, 2024):
| Category | Shares/Units | Market value ($) |
|---|---|---|
| Unvested stock/RSUs (time- and service-based) | 239,421 | $6,088,476 (at $25.43) |
| Unearned performance RSUs (PBS target) | 329,923 | $8,389,942 (at $25.43) |
-
Upcoming vesting cadence (selected line-of-sight events)
- Restrictions lapse Feb 2025 on 42,004 RSUs (older grants) .
- Restrictions lapse Feb 2026 on 139,977 RSUs (older grants) .
- 2024 TBS (57,440 units) vests pro‑rata annually in Apr 2025/2026/2027; 2024 PBS vests in Apr 2027 subject to performance certification .
-
Ownership guidelines and policies
- Executive Officers other than CEO must hold shares equal to 3x base salary; Mr. Bernstein has achieved the requirement .
- Hedging and derivatives: Directors and Executive Officers are prohibited from hedging their beneficially owned shares (no collars, swaps, etc.) and from trading exchange‑traded options on company stock .
- Pledging: Board members and employees may pledge shares (including in margin accounts), with cautionary restrictions and pre‑clearance implications noted; no specific pledges are disclosed for Mr. Bernstein .
- No stock options outstanding for NEOs in 2024 .
Employment Terms
-
No employment agreement; no cash severance entitlement for Mr. Bernstein (policy favors ≤12‑month notice; exceptions apply to two other executives only) .
-
Equity treatment under Carnival Corporation 2020 Stock Plan:
- Death/disability: all unvested equity vests immediately .
- Change of control: double trigger—acceleration only upon involuntary termination within 12 months post‑CIC .
- Clawbacks and forfeiture for violations (confidentiality/non‑compete) or misconduct and in event of accounting restatement pursuant to Dodd‑Frank compliant policy (3‑year lookback) .
-
Estimated potential value of equity upon various termination scenarios (as of Nov 30, 2024; based on $25.43 close):
| Scenario | Value of RSUs ($) |
|---|---|
| Termination without cause | $6,088,476 |
| Death or disability | $11,785,836 |
| Retirement | $6,088,476 |
| Change of control (double trigger) | $14,478,418 |
- No tax gross‑ups on severance or accelerated equity; benefits provided under plan terms only .
- No defined benefit pension; no nonqualified deferred compensation plan participation; prior non‑qualified profit‑share cash contribution was discontinued for 2024 (rolled into salary/bonus targets) .
Compensation Structure Analysis
-
Mix shift and alignment
- 2024 total pay rose to $14.45M, driven by one-time ERA cash ($7.5M) and above‑target MIP (187.2%, $2.53M), while grant‑date equity value fell vs 2023 ($3.00M vs $5.43M), increasing the cash share of total compensation in 2024 .
- Long‑term equity remains majority performance‑based (PBS 70%, TBS 30%) with multi‑year metrics anchored on profitability and decarbonization (Adjusted EBITDA per ALBD, ROIC, Carbon Intensity Reduction) .
-
Performance metrics and rigor
- MIP concentrated 80% on Adjusted Operating Income with 20% on HESS (safety/health/environment), producing a 187.2% outcome for 2024 amid record operating results .
- ERA program (approved in 2022) paid at maximum (150%) for outperforming FY2019 earnings intensity by 26%—a one‑time, recovery‑linked incentive that will not recur annually .
-
Risk controls
- Double‑trigger CIC acceleration; robust clawback policy aligned to NYSE/Dodd‑Frank; prohibition on hedging by executives; no option repricings or option holdings in 2024 .
Investment Implications
- Pay‑for‑performance alignment strengthened in 2024 via high MIP weight on profitability (80%) and majority PBS in LTI, but optics skew cash‑heavy due to the one‑time ERA payout; investors should normalize for ERA when assessing ongoing pay levels .
- Near‑term vesting cadence (Feb 2025/Feb 2026 and annual TBS tranches 2025–2027) could create incremental selling pressure; however, ownership guidelines (3x salary) and holding requirements mitigate misalignment risk .
- Minimal severance and double‑trigger equity reduce change‑of‑control windfall risk and indicate retention depends on unvested equity value rather than contractual cash protections .
- Execution track record shows material operating recovery (revenues and EBITDA) under current leadership, which supported maximum ERA and above‑target MIP outcomes; sustaining EBITDA/ROIC and carbon intensity improvements will be key to PBS vesting in 2027 (0–200% range) .
Notes: Company performance table values marked with * retrieved from S&P Global.