Josh Weinstein
About Josh Weinstein
Josh Weinstein, 50, is President, Chief Executive Officer and Chief Climate Officer of Carnival Corporation & plc and has served as a Director since 2022, bringing a 20+ year track record across operations, finance, legal and brand leadership within the company . Under his leadership in 2024, revenue reached a record ~$25 billion (+15% YoY), operating income was a record ~$3.6 billion (+80% YoY), cash from operations was almost $6 billion, adjusted ROIC ended the year above cost of capital, and total debt fell by >$8 billion from the January 2023 peak to $27.5 billion; TSR for a $100 investment improved to 127.28 in 2024 versus 75.38 in 2023 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Carnival Corporation & plc | President, CEO and Chief Climate Officer | 2022–present | Direct experience managing major operational functions and leading an operating unit; expertise across global operations, finance, marketing, legal, HCM and strategy . |
| Carnival Corporation & plc | Chief Operations Officer | 2020–2022 | Led day-to-day operations across the cruise line portfolio . |
| Carnival UK (P&O Cruises/Cunard) | President | 2017–2020 | Led one of the company’s operating units, informing board oversight of operations . |
| Carnival Corporation & plc | Treasurer | 2007–2017 | Finance leadership and capital structure management . |
| Carnival Corporation & plc | Assistant General Counsel | 2003–2007 | Legal leadership . |
| Carnival Corporation & plc | Associate General Counsel | 2002–2003 | Legal . |
External Roles
| Category | Details |
|---|---|
| Other public company boards | None |
Fixed Compensation
Multi-year CEO compensation (Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $983,333 | $1,250,000 | $1,394,808 |
| Stock Grants (grant date fair value) | $4,695,000 | $7,460,811 | $8,775,817 |
| Non-Equity Incentive Plan (Annual Bonus) | $2,044,644 | $4,650,000 | $12,741,600 |
| All Other Compensation | $291,176 | $447,792 | $654,378 |
| Total | $8,014,153 | $13,808,603 | $23,566,603 |
Additional fixed/benefits detail:
- 2024 benefits included (USD $000): $531 in lieu of Savings Plan profit-sharing contributions, $66.7 private medical, $24 auto, plus smaller items (spousal meals ~$12; tax prep ~$3.5; insurance ~$2.4; personal travel ~$1.5) .
- No defined benefit pension; CEO participates only in 401(k) employer contributions; profit-sharing for highly compensated employees discontinued in 2024 with elements rolled into salary/target bonus .
Performance Compensation
Annual Incentive (MIP) – 2024 Design and Outcome
| Metric | Weight | 2024 Actual | % of Target | Resulting Payout |
|---|---|---|---|---|
| Adjusted Operating Income | 80% | $3,569 million | 200% | Contributes to 187.2% overall |
| HESS (safety, health, environment) | 20% | 76.6 points | 136% | Contributes to 187.2% overall |
| Overall MIP Payout % | — | — | — | 187.2% |
| CEO Bonus Earned | — | — | — | $5,241,600 |
2024 target bonus for Mr. Weinstein: $2.8 million (range 0–200% of target); increased from $2.5 million in 2023. For 2025, target bonus increases to $2.9 million; the program retains quantitative AOI and HESS measures with clawback features .
Long-Term Equity
2024 Grants:
- Time-Based RSUs (TBS): 168,119 shares; grant date 4/8/2024; value $2,632,744; vests 1/3 annually on 4/21/2025, 4/21/2026, 4/21/2027 .
- Performance-Based RSUs (PBS): 392,278 target shares; grant date 4/8/2024; value $6,143,073; 50% threshold/200% max; performance period FY2024–FY2026; cliff vests 4/21/2027 .
Key performance linkages:
- Most important measures used to link “compensation actually paid” to performance include Adjusted Operating Income, Adjusted EBITDA per ALBD, ROIC and GHG Reduction .
Planned 2025 LTI:
- PBS target value $6.9 million; TBS value $4.6 million; greater equity weighting to align closer to market median; PBS measures to be disclosed after performance period due to commercial sensitivity .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Jan 13, 2025) | 319,069 shares of Carnival Corporation common stock (paired with plc trust shares); <1% of outstanding as indicated by *** in table . |
| Unvested/Outstanding Grants (Nov 29, 2024) | Grants without performance conditions: 385,278 units (market value $9,797,620 at $25.43). Grants with performance conditions: 1,265,412 units (market/payout value $32,179,427 at $25.43 assuming target) . |
| Near-term vesting cadence | 56,097 units restrictions lapse in Feb 2025; 168,119 TBS vest 1/3 on 4/21/2025, 2026, 2027; PBS from 2024 grant vests 4/21/2027 subject to performance . |
| Shares acquired on vesting (FY2024) | 183,330 shares (CEO) . |
| Ownership Guidelines | CEO required to hold 6x base salary; Mr. Weinstein has achieved the requirement; executives must retain at least 50% of net shares until in compliance . |
| Hedging/Pledging policy | No short sales, short-term hedging or margin sales; robust clawback policy in place . |
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreement | None for Mr. Weinstein; no cash severance entitlements under an employment agreement . |
| Severance policy framework | Board policy allows potential severance agreements up to 2x base salary and 2x target bonus for future involuntary loss of office, subject to conditions; not currently in place for Mr. Weinstein . |
| Change-of-control vesting | Double-trigger for equity (acceleration only upon CoC plus involuntary termination without cause) . |
| Clawback | Annual bonus includes clawback; equity grants include clawback/forfeiture for confidentiality/non-compete breaches or restatements/irregularities . |
| Potential equity value on separation (as of Nov 30, 2024) | Termination without cause: $2,811,261; Death/Disability: $41,977,047; Change of control (double-trigger): $41,977,047; Retirement: N/A . |
| Retirement/deferred comp | No DB pension; 401(k) employer contributions only; no nonqualified deferred comp plan participation . |
Board Governance (Director Service, Committees, Dual-role implications)
- Director since 2022; committee memberships: none (as an executive director) .
- Board structure mitigates CEO/director dual-role risks: Chair role is separate (Micky Arison); 10 of 12 Directors are independent; Presiding Director and Senior Independent Director roles exist with defined responsibilities; regular executive sessions of independent directors; all Directors attended >75% of fiscal 2024 meetings .
Compensation Structure Analysis (alignment and market context)
- Pay mix emphasizes at-risk pay: formulaic annual bonus (AOI 80% + HESS 20%) and significant equity-based LTI with performance conditions; robust clawback applies to cash and equity .
- Market positioning: Independent consultant FW Cook’s review indicated NEO total direct compensation generally below market; 2024/2025 adjustments (e.g., CEO target bonus to $2.9M, higher LTI) bring CEO target compensation nearer to market median .
- No shareholder-unfriendly features: no single-trigger equity vesting, no Section 280G gross-ups, no stock option repricing; no DB pension or supplemental retirement plan for NEOs .
Say-on-Pay & Shareholder Feedback
- Annual advisory vote on executive compensation (Proposal 12); Boards consider vote outcomes in compensation decisions; the next say-on-pay after 2025 is expected in 2026 if annual cadence maintained .
- Ongoing shareholder engagement led by IR and CEO; independent Directors, including Compensation Chair and Senior Independent Director, participate as appropriate .
Performance & Track Record
- 2024 operating performance: record revenue ~$25B (+15% YoY), record operating income ~$3.6B (+80% YoY), all-time high cash from operations ~ $6B; record bookings and customer deposits .
- Balance sheet: >$3B of debt prepayments in 2024 and over $7B since 2023 start; total debt reduced by >$8B from peak to $27.5B by year-end 2024 .
- Strategy execution: focused on reducing interest expense, improving ROIC above cost of capital, brand marketing, destination strategy (Celebration Key opening summer 2025; Half Moon Cay enhancements in 2026) .
- TSR improved in 2024: value of a $100 investment at 127.28 vs 75.38 in 2023; Adjusted Operating Income (company-selected measure) was $3,556 million in 2024 .
Director Compensation (as a Director)
- As an Executive Director, Mr. Weinstein does not receive non-executive director retainers or fees; his compensation is covered under executive compensation .
Equity Awards Detail (2024 Grants)
| Grant | Grant Date | Shares/Units | Grant Date Value | Vesting |
|---|---|---|---|---|
| TBS (time-based RSUs) | 4/8/2024 | 168,119 | $2,632,744 | 1/3 each on 4/21/2025, 4/21/2026, 4/21/2027 |
| PBS (performance RSUs) | 4/8/2024 | 392,278 target | $6,143,073 | Cliff vest 4/21/2027; 50% threshold, 200% max; FY2024–FY2026 performance period |
Investment Implications
- Pay-for-performance is tight: 2024 bonus paid at 187.2% on record profitability and strong HESS results; long-term equity includes multi-year PBS tied to financial and sustainability measures—positive for alignment and multi-year focus .
- Retention vs selling pressure: Large unvested equity (1.65M+ units across time-based and performance-based at target) and a clear vesting calendar through 2027 support retention; expect routine tax withholding upon vesting (holdings are reported net of shares sold/withheld for tax), and FY2024 saw 183,330 shares acquired on vesting, implying regular Form 4 activity around vest dates (not inherently bearish but relevant for near-term flow) .
- Downside protection to shareholders: No employment agreement and no automatic cash severance; double-trigger equity in a change-of-control curbs windfalls; no gross-up provisions—reduces parachute risk .
- 2025 comp uptick: Higher target bonus and larger equity targets aim to bring CEO to market median; this raises at-risk exposure while keeping structure performance-based—neutral-to-positive from an alignment standpoint .
- Execution track: Strong 2024 results (record AOI/CF, deleveraging) and improved TSR underpin compensation outcomes—sustained AOI/ROIC delivery remains a key driver for future payouts and equity realization .
Citations: All quantitative and qualitative statements are sourced from Carnival Corporation & plc 2025 Proxy Statement (DEF 14A) as referenced inline.