William Burke
About William Burke
Vice Admiral William R. Burke (Ret.) is Chief Maritime Officer (CMO) of Carnival Corporation & plc and age 68, with 11 years of service; effective February 1, 2025, he will step down from the CMO role and be succeeded by Lars Ljoen . As CMO, he oversees global maritime operations, including maritime policy, standards, training, shipbuilding, asset management, health operations, and R&D, with Board-level HESS oversight frameworks supporting these areas . Company performance in FY2024 included: record revenue of ~$25B, record operating income of ~$3.6B, and almost $6B cash from operations; debt reduced to $27.5B by year-end 2024 from the January 2023 peak; greenhouse gas intensity reduced ~17.5% vs. 2019 (on track for 20% by end-2026) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Carnival Corporation & plc | Chief Maritime Officer | 2013–2025 | Led global maritime operations, standards, training (including LNG and environmental courses), shipbuilding, and asset management across the fleet . |
| United States Navy | Vice Admiral (Ret.) | – | Senior leadership experience in maritime operations; informs safety, compliance, and HESS focus (company-stated retired Vice Admiral status) . |
External Roles
- Not disclosed in filings reviewed.
Fixed Compensation
Multi-year reported compensation (Summary Compensation Table):
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $641,333 | $700,000 | $714,481 |
| Stock Grants (Grant-date FV) | $0 | $839,983 | $521,650 |
| Non-Equity Incentive Plan Comp | $550,000 | $930,000 | $8,623,200 |
| All Other Compensation | $93,550 | $95,731 | $112,948 |
| Total | $1,284,883 | $2,565,714 | $9,972,279 |
Notes:
- 2024 base salary increased to $715,000 effective March 1, 2024 (rounded vs. SCT prorations) .
- 2024 target annual bonus set at $600,000; 2023 target was $500,000 .
- “All Other Comp” detail for 2024 included $32,600 in lieu of savings plan profit sharing, $12,075 401(k) match, $52,560 medical insurance, $11,400 auto allowance, $4,313 other benefits .
Performance Compensation
Annual Cash Bonus (MIP) – 2024 Design and Outcome
| Metric | Weight | Target | Actual/Payout |
|---|---|---|---|
| Adjusted Operating Income | 80% | Company preset target | 200% of target; contributed to 187.2% overall MIP payout |
| HESS (Safe & Compliant Ships; Safe & Healthy Passengers & Crew; Protecting the Environment) | 20% | Preset safety/compliance metrics | 136% of target (76.6 points) within HESS; included in 187.2% overall |
| Overall Payout | 100% | 100% of target | 187.2% of target |
| William Burke – 2024 MIP dollars | – | $600,000 | $1,123,200 earned (600,000 × 187.2%) |
Additional policies:
- Bonus capped at 200% of target; robust clawback policy under NYSE 303A.14 and plan-level malus/clawbacks .
Long-Term Equity (RSUs) – 2024 Grants
| Grant | Grant Date | Shares/Units | Grant-Date FV (USD) | Metrics/Terms | Vesting |
|---|---|---|---|---|---|
| TBS (Time-Based RSUs) | Apr 8, 2024 | 9,993 | $156,490 | Retention | Pro-rata over 3 years; restrictions lapse Apr 2025/26/27 |
| PBS (Performance-Based RSUs) – Target | Apr 8, 2024 | 11,659 | $365,160 | Adjusted EBITDA per ALBD (65%), Adjusted ROIC (25%), Carbon Intensity Reduction (10%); 0–200% payout | Cliff vests Apr 2027 subject to performance certification |
- 2024 equity targets set at $374,500 PBS (70%) and $160,500 TBS (30%) total target $535,000 for Burke .
Equity Ownership & Alignment
- Beneficial ownership (as of Jan 13, 2025): 76,853 Carnival Corporation shares; percentage not material vs. SO .
- Outstanding/unvested awards (as of Nov 30, 2024):
| Category | Units | Market Value (at $25.43) |
|---|---|---|
| Unvested RSUs (time-based) | 38,289 | $973,689 |
| Unearned PBS (performance) – Target | 53,168 | $1,352,062 |
- Potential value of equity upon separation (Nov 30, 2024 basis):
- Termination without cause: $973,689; Death/Disability: $2,325,752; Retirement: $973,689; Change of Control (with involuntary termination within 12 months): $2,325,752 .
- Ownership guidelines: Executive Officers must hold 3x salary; Burke has additional time to comply under the five-year window for newly designated Executive Officers; he must retain at least 50% of net shares until meeting target .
- Hedging/Pledging: Directors and Executive Officers are prohibited from hedging (forwards, collars, swaps, options); pledging is allowed but discouraged and subject to caution; short sales and margin purchases are prohibited .
Insider selling pressure indicators:
- Scheduled TBS vesting in Apr 2025/26/27; prior RSUs had restrictions lapsing Feb 2025 and Feb 2026, supporting baseline liquidity events consistent with policy .
Employment Terms
- No employment agreement; policy favors ≤12 months notice for executive officers .
- Non-compete consideration: eligible for six months’ base salary upon separation (other than for cause); estimated $357,500 under all termination scenarios shown (reflecting $715,000 salary) .
- Change-in-control: Double-trigger acceleration—RSUs vest on involuntary termination within 12 months after a change in control; death/disability leads to immediate vesting per plan .
- Clawback: NYSE-compliant clawback policy; plan-level malus/clawbacks for misconduct, covenant breaches, or restatements .
Performance & Track Record
- Operational and financial momentum under company leadership in 2024: revenue ~$25B (+>15% YoY), record operating income ~$3.6B (+>80% YoY), almost $6B cash from operations, seven consecutive quarters of record revenue; debt reduced by >$8B since Jan 2023 peak to $27.5B at 2024 year-end .
- Sustainability/HESS progress embedded in incentives; GHG emission intensity reduced ~17.5% vs. 2019, approaching the 20% target by end-2026 .
Compensation Structure Analysis
- Year-over-year: 2024 increased base salary (to $715k effective March 1) and higher equity/bonus targets to align closer to market medians; profit-sharing contributions for highly compensated employees discontinued with amounts rolled into salary/bonus targets .
- Mix: Emphasis on performance—MIP 80% financial (Adjusted Operating Income) and 20% HESS; LTI majority PBS with ROIC and carbon intensity goals; robust caps and clawbacks mitigate risk-taking .
- Repricing/modification: No stock option repricing; no evergreen provisions; no single-trigger CIC equity vesting; no Section 280G gross-ups .
Say-on-Pay & Shareholder Feedback
- Company reports ongoing investor engagement and that shareholder input has influenced compensation design (e.g., adding sustainability metrics, equity mix) . Specific historical vote percentages were not disclosed in reviewed excerpts.
Investment Implications
- Alignment: Burke’s incentives are tightly linked to profitability (Adjusted Operating Income) and HESS outcomes; PBS ties to Adjusted EBITDA per ALBD, ROIC, and carbon intensity supports long-term value creation and sustainability alignment .
- Retention/continuity: Modest severance (six months) reduces parachute risk; however, announced leadership transition in the CMO role (Feb 1, 2025) introduces execution transition risk; successor (Lars Ljoen) is an experienced maritime operator internally promoted, mitigating risk .
- Selling pressure: Predictable RSU vesting cadence (Apr 2025–2027) suggests periodic, policy-constrained liquidity rather than opportunistic selling; hedging prohibited; pledging permitted (with caution) but no pledges disclosed, limiting alignment red flags .
- Ownership: Beneficial stake of 76,853 shares and significant unvested awards provide ongoing equity exposure, though ownership as % of SO is small; policy requires 3x salary ownership with retention rules until met .
- Governance: Strong clawbacks, no single-trigger CIC vesting, no option repricing, and sustainability-linked incentives are shareholder-friendly features .
Data are based on the company’s DEF 14A (Feb 28, 2025) and 10-K (Jan 27, 2025) filings and related sections cited herein.