Enrique Miguez
About Enrique Miguez
Enrique (Rick) Miguez is General Counsel of Carnival Corporation & plc, leading global legal affairs and overseeing the company’s global ethics and compliance group and corporate tax group; he has practiced law for 35+ years and has been with Carnival since 1997, serving as Assistant General Counsel (1997–2003), VP & Deputy General Counsel (2003–2021), and General Counsel since 2021 . He earned a JD from the University of Miami (1988) and a BA from Florida International University (1985) . For FY2024, NEO bonuses were driven by Adjusted Operating Income (80%) and HESS (20%) with overall payout at 187.2% (AOI 200% of target; HESS 136%), aligning pay with profit and safety/ESG metrics; long-term PBS metrics are Adjusted EBITDA per ALBD (65%), Adjusted ROIC (25%), and Carbon Intensity Reduction (10%) measured over 2024–2026 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carnival Corporation & plc | General Counsel | 2021–Present | Leads legal affairs; oversees ethics/compliance and corporate tax; aligns legal strategy with business objectives . |
| Carnival Corporation & plc | VP & Deputy General Counsel | 2003–2021 | Provided strategic legal advice, managed risk across global maritime and regulatory matters . |
| Carnival Corporation & plc | Assistant General Counsel | 1997–2003 | Supported corporate legal affairs and risk management . |
| White & Case | Attorney | 1991–1997 | Corporate and international practice foundation . |
| McDermott Will & Emery | Attorney | 1989–1991 | Early legal practice roles . |
External Roles
No external public company directorships disclosed in company materials reviewed .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $600,000 | $672,404 |
| All Other Compensation ($) | $216,484 | $194,336 | $268,797 |
Detail of All Other Compensation (FY 2024):
- Compensation in lieu of Savings Plan profit share: $172,994
- Employer 401(k) contributions: $16,625
- Medical insurance and reimbursements: $60,464
- Automobile allowance: $10,800
- Other (insurance, tax prep, transportation, spousal meals, etc.): $7,914
Base Salary progression:
- 2024 base salary set at $675,000 effective March 1, 2024 (SCT reflects partial-year $672,404) .
Performance Compensation
Annual Cash Bonus (MIP)
| Item | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Target Bonus ($) | — | $450,000 | $505,000 |
| Actual Bonus Paid ($) | $385,000 | $837,000 | $3,945,360 |
| Design | — | AOI 80%; HESS 20% | AOI 80%; HESS 20% |
| 2024 Company Results | — | — | AOI 200% of target; HESS 136% of target; Overall 187.2% |
Notes:
- 2024 MIP metrics: Adjusted Operating Income (80% weighting) and HESS (Safety/Health/Environment, 20% weighting); payout range 0–200% .
- 2024 formula-based overall performance resulted in 187.2% payout; AOI actual reported at $3,569 million in the results table context .
Long-Term Equity (PBS and TBS)
| Grant | Grant Date | Target/Units | Metrics/Weighting | Vesting | Grant Date FV ($) |
|---|---|---|---|---|---|
| 2024 PBS (Performance-Based Shares) | 04/08/2024 | 23,428 target shares | Adjusted EBITDA per ALBD 65%; Adjusted ROIC 25%; Carbon Intensity Reduction 10% over FY2024–FY2026 | Cliff vests April 2027; 0–200% payout based on performance; dividend equivalents paid at vest | $733,749 |
| 2024 TBS (Time-Based Shares) | 04/08/2024 | 20,080 RSUs | N/A (time-based) | Pro-rata annual vesting over three years (Apr 2025, 2026, 2027) | $314,453 |
2024 equity target values set by Compensation Committees (mix 70% PBS / 30% TBS):
- PBS target $752,500; TBS target $322,500; Total $1,075,000 for Miguez .
No options outstanding for any NEO in FY2024 .
Equity Ownership & Alignment
| Ownership Detail | Data |
|---|---|
| Beneficial Ownership (Carnival Corp. common) | 77,843 shares as of Jan 13, 2025 (<1% of outstanding) |
| Unvested RSUs (time-based) | 12,354; 4,942; 10,661; 20,080 units (market value $1,221,581 total as of 11/29/2024) |
| Unearned PBS (performance-based, not yet vested) | 37,313; 46,855 units (market value $2,140,392 at target as of 11/29/2024) |
| 2024 Stock Vested | 26,139 shares vested; $407,898 value realized |
| Stock Ownership Guidelines | Executive Officers: 3x base salary; Miguez has achieved the requirement |
| Hedging/Pledging Policy | Directors/Executive Officers are prohibited from hedging (e.g., forwards, collars, swaps) and from exchange-traded options; pledging permitted company-wide with cautionary disclosures; additional restrictions apply to Directors/Executive Officers |
Vesting cadence and selling pressure:
- Time-based RSUs vest annually through April 2027; certain older RSUs lapse in Feb 2025/2026; PBS cliff in Apr 2027. This schedule can create periodic liquidity events when shares vest and settle .
Employment Terms
- Agreements: No employment agreement and no cash severance entitlement for Miguez; policy generally avoids cash severance for NEOs (exceptions noted for other roles) .
- Change-of-Control: Equity acceleration requires “double trigger” (CIC plus involuntary termination without cause); no CIC cash severance agreements for NEOs .
- Estimated value of equity upon termination (as of 11/30/2024): Termination without cause $439,837; Death/Disability $3,361,973; Retirement —; Change of Control (double trigger) $3,361,973 (values based on $25.43 stock price, target RSUs) .
- Clawback: NYSE-compliant clawback adopted in 2023; recoupment of incentive comp for restatements; supplemental clawbacks for misconduct, covenant breaches, and detrimental activity; incorporated into equity and MIP plans .
- Non-compete/forfeiture: Equity awards include forfeiture for violation of confidentiality or non-compete provisions, fraud, or conduct contributing to restatements .
- Tax gross-ups: None for severance or accelerated equity .
- Pensions/Deferred Comp: No NEO participation in defined benefit pensions or nonqualified deferred comp; legacy profit-sharing discontinued for NEOs effective 2024 (2023 payout made in early 2024) .
Multi‑Year Compensation Summary (NEO SCT)
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $500,000 | $600,000 | $672,404 |
| Stock Grants (Grant-Date FV) | $0 | $884,978 | $1,048,202 |
| Non-Equity Incentive Plan (Bonus) | $385,000 | $837,000 | $3,945,360 |
| All Other Compensation | $216,484 | $194,336 | $268,797 |
| Total | $1,101,484 | $2,516,314 | $5,934,763 |
Performance Compensation Design (Detail)
| Metric | Weight | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted Operating Income (MIP) | 80% | Preset 2024 AOI target (undisclosed) | 200% of target (Company) | Contributes to overall 187.2% MIP payout | Cash, annual (FY2024 results) |
| HESS (Safety/Health/Environment) (MIP) | 20% | Preset HESS targets (multi-metric) | 136% of target | Contributes to overall 187.2% MIP payout | Cash, annual (FY2024 results) |
| PBS: Adj. EBITDA/ALBD | 65% | Three-year 2024–2026 targets (undisclosed; strategic sensitivity) | To be measured post-FY2026 | 0–200% of target shares | Cliff vest April 2027 |
| PBS: Adjusted ROIC | 25% | Three-year targets | To be measured post-FY2026 | 0–200% | Cliff vest April 2027 |
| PBS: Carbon Intensity Reduction | 10% | Three-year targets | To be measured post-FY2026 | 0–200% | Cliff vest April 2027 |
| TBS: Time-Based RSUs | — | N/A | N/A | N/A | 1/3 annually over 3 years (Apr 2025–27) |
Expertise & Qualifications
- Education: JD, University of Miami (1988); BA, Florida International University (1985) .
- Domain expertise: Corporate, risk management, and international maritime law; extensive in-house leadership across complex regulatory and litigation landscapes .
- Tenure at Carnival: Since 1997; General Counsel since 2021 .
Investment Implications
- Strong pay-for-performance alignment and leverage: 2024 MIP paid at 187.2% on outsized AOI performance (200% of target), and PBS design concentrates 70% of equity target value in multi-year performance shares tied to EBITDA/ALBD, ROIC, and decarbonization—aligning legal leadership incentives with profitability and balance sheet efficiency over 2024–2026 .
- Limited severance risk; retention via equity: No cash severance agreement and double-trigger CIC equity acceleration reduce cash outflow risk; retention relies on sizable unvested/uneared equity (approx. 132,205 units at target across RSUs and PBS as of 11/30/2024), supporting continuity but creating periodic post-vesting sell windows (time-based in 2025–2027; PBS cliff 2027) that may add marginal insider selling pressure at those dates .
- Governance safeguards: Robust clawback, anti-hedging policy for executive officers, ownership guideline compliance (3x salary) and no tax gross-ups mitigate governance red flags and align executive and shareholder interests .
- Role-specific execution risk appears contained: As a long-tenured internal legal leader with cross-cycle experience and no option overhang (no options outstanding), Miguez’s incentives emphasize sustained operating performance and ESG/HESS outcomes rather than short-term stock volatility, a neutral-to-positive signal for risk management continuity .