Definitive proxy statements

Pay vs Performance Disclosure

v3.23.1
Pay vs Performance Disclosure
pure in Millions
 12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
Pay Versus Performance Information
​
The following table provides information required by Item 402(v) of Regulation S-K. For information regarding our pay-for-performance philosophy and how we align
executive compensation with our performance, refer to “Executive Compensation — Compensation Discussion and Analysis.”
​
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​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Value of Initial Fixed
$100 Investment Based
On:(4)
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
Year
​ ​
Summary
Compensation
Table Total
for
PEO(1)
($)
​ ​
Compensation
Actually
Paid
to PEO(3)
($)
​ ​
Average
Summary
Compensation
Table Total
for
Non-PEO
Named
Executive
Officers(2)
($)
​ ​
Average
Compensation
Actually
Paid
to Non-PEO
Named
Executive
Officers(3)
($)
​ ​
Total
Shareholder
Return(4)
($)
​ ​
Peer Group
Total
Shareholder
Return(5)
($)
​ ​
Net Income /​
(Loss)
($ millions)
​ ​
Average STI
Adjusted
Net Cruise
Cost per
Month(6)
($ millions)
​
​ 2022 ​ ​ ​ ​ 21,209,333 ​ ​ ​ ​ ​ 8,676,811 ​ ​ ​ ​ ​ 5,650,356 ​ ​ ​ ​ ​ 2,735,578 ​ ​ ​ ​ ​ 20.96 ​ ​ ​ ​ ​ 87.82 ​ ​ ​ ​ ​ (2,269.9) ​ ​ ​ ​ ​ 225.6 ​ ​
​ 2021 ​ ​ ​ ​ 19,668,768 ​ ​ ​ ​ ​ 14,185,949 ​ ​ ​ ​ ​ 3,606,788 ​ ​ ​ ​ ​ 3,038,679 ​ ​ ​ ​ ​ 35.51 ​ ​ ​ ​ ​ 111.22 ​ ​ ​ ​ ​ (4,506.6) ​ ​ ​ ​ ​ 114.4 ​ ​
​ 2020 ​ ​ ​ ​ 36,381,255 ​ ​ ​ ​ ​ 21,437,334 ​ ​ ​ ​ ​ 6,321,545 ​ ​ ​ ​ ​ 5,205,582 ​ ​ ​ ​ ​ 43.54 ​ ​ ​ ​ ​ 100.52 ​ ​ ​ ​ ​ (4,012.5) ​ ​ ​ ​ ​ 110.9 ​ ​
​
(1)
Frank J. Del Rio was our President and Chief Executive Officer for each year presented in the table.
​
(2)
Our other named executive officers consisted of the following individuals for the relevant year: for 2022, Mark Kempa, Harry Sommer, Jason Montague and Howard Sherman; for 2021 and 2020, Mark Kempa, Harry Sommer, T. Robin Lindsay and Jason Montague.
​
(3)
Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The tables below set forth each adjustment made during each year presented in the table to calculate the compensation “actually paid” to our NEOs during each year in the table:
​
​ Adjustments to determine Compensation “Actually Paid” for
President and Chief Executive Officer 		​ ​
2022
($)
​ ​
2021
($)
​ ​
2020
($)
​
​ Equity Awards ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table ​ ​ ​ ​ (10,999,980) ​ ​ ​ ​ ​ (14,063,639) ​ ​ ​ ​ ​ (17,952,220) ​ ​
​
Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Increase for fair value of awards granted during year that remain outstanding as of covered year end ​ ​ ​ ​ 7,285,701 ​ ​ ​ ​ ​ 8,166,156 ​ ​ ​ ​ ​ 10,139,017 ​ ​
​ Increase for fair value of awards granted during year that vested during covered year ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Increase/deduction for change in fair value from prior year-end to covered
year-end of awards granted prior to covered year that were outstanding
and unvested as of year-end 		​ ​ ​ ​ (8,445,341) ​ ​ ​ ​ ​ (493,102) ​ ​ ​ ​ ​ (6,582,105) ​ ​
​ Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year ​ ​ ​ ​ (372,902) ​ ​ ​ ​ ​ 907,766 ​ ​ ​ ​ ​ (4,328,622) ​ ​
​ Deduction of fair value of awards granted prior to covered year that were forfeited during covered year ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​
Increase based upon incremental fair value of awards modified during year
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 3,780,009 ​ ​
​
Total Adjustments
​ ​ ​ ​ (12,532,522) ​ ​ ​ ​ ​ (5,482,819) ​ ​ ​ ​ ​ (14,943,921) ​ ​
​ Adjustments to determine Compensation “Actually Paid” for Other
NEOs 		​ ​
2022
($)
​ ​
2021
($)
​ ​
2020
($)
​
​ Equity Awards ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table ​ ​ ​ ​ (1,895,383) ​ ​ ​ ​ ​ (2,158,701) ​ ​ ​ ​ ​ (4,367,966) ​ ​
​ Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Increase for fair value of awards granted during year that remain outstanding as of covered year end ​ ​ ​ ​ 941,538 ​ ​ ​ ​ ​ 1,852,165 ​ ​ ​ ​ ​ 4,452,437 ​ ​
​
Increase for fair value of awards granted during year that vested during covered year
​ ​ ​ ​ 313,845 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Increase/deduction for change in fair value from prior year-end to covered
year-end of awards granted prior to covered year that were outstanding
and unvested as of year-end 		​ ​ ​ ​ (894,404) ​ ​ ​ ​ ​ (468,561) ​ ​ ​ ​ ​ (1,167,304) ​ ​
​ Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year ​ ​ ​ ​ (1,380,374) ​ ​ ​ ​ ​ 206,988 ​ ​ ​ ​ ​ (490,526) ​ ​
​ Deduction of fair value of awards granted prior to covered year that were forfeited during covered year ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​
Increase based upon incremental fair value of awards modified during year
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 457,396 ​ ​
​
Total Adjustments
​ ​ ​ ​ (2,914,778) ​ ​ ​ ​ ​ (568,109) ​ ​ ​ ​ ​ (1,115,963) ​ ​
​
(4)
Assumes $100 invested in our ordinary shares on December 31, 2019. Our Company has not paid dividends.
​
(5)
The peer group used consists of the companies used in our performance graph as required by Item 201(e) of Regulation S-K and reported in Part II, Item 5 of our Annual Report on Form 10-K for the fiscal year ended December, 31, 2022, namely, the Dow Jones United States Travel and Leisure Index. Assumes $100 invested on December 31, 2019.
​
(6)
Average STI Adjusted Net Cruise Cost is a non-GAAP financial metric calculated in the same manner as Adjusted Net Cruise Cost Excluding Fuel presented in our Annual and Quarterly Reports on Form 10-K/Q less the following: (i) costs related to advertising and promotions, (ii) incremental costs associated with COVID-19 protocols, (iii) commissions and displacement charges associated with cancelled voyages, (iv) spoilage and inventory write-offs for voyages that were cancelled after the date the metrics were adopted by our Compensation Committee, (v) costs associated with the resumption of voyages, (vi) expenses related to financing activities included in general and administrative expense, (vii) expenses related to retention incentives, (viii) unscheduled dry-dock expenses that were not in the plan presented to our Compensation Committee when the metrics were adopted, (ix) severance and termination expenses, (x) expense changes created by deviations from the planned resumption timeline for vessels or assumed Load Factor as in effect on the date the metrics were adopted and (xi) other one-time adjustments in our Compensation Committee’s discretion, presented as a monthly average for 12 months ended December 31, 2022.
   
Company Selected Measure Name Average STI Adjusted Net Cruise Cost per Month    
Named Executive Officers, Footnote [Text Block]
(1)
Frank J. Del Rio was our President and Chief Executive Officer for each year presented in the table.
​
(2)
Our other named executive officers consisted of the following individuals for the relevant year: for 2022, Mark Kempa, Harry Sommer, Jason Montague and Howard Sherman; for 2021 and 2020, Mark Kempa, Harry Sommer, T. Robin Lindsay and Jason Montague.
   
Peer Group Issuers, Footnote [Text Block]
(5)
The peer group used consists of the companies used in our performance graph as required by Item 201(e) of Regulation S-K and reported in Part II, Item 5 of our Annual Report on Form 10-K for the fiscal year ended December, 31, 2022, namely, the Dow Jones United States Travel and Leisure Index. Assumes $100 invested on December 31, 2019.
   
PEO Total Compensation Amount $ 21,209,333 $ 19,668,768 $ 36,381,255
PEO Actually Paid Compensation Amount $ 8,676,811 14,185,949 21,437,334
Adjustment To PEO Compensation, Footnote [Text Block]
(3)
Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The tables below set forth each adjustment made during each year presented in the table to calculate the compensation “actually paid” to our NEOs during each year in the table:
​
​ Adjustments to determine Compensation “Actually Paid” for
President and Chief Executive Officer 		​ ​
2022
($)
​ ​
2021
($)
​ ​
2020
($)
​
​ Equity Awards ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table ​ ​ ​ ​ (10,999,980) ​ ​ ​ ​ ​ (14,063,639) ​ ​ ​ ​ ​ (17,952,220) ​ ​
​
Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Increase for fair value of awards granted during year that remain outstanding as of covered year end ​ ​ ​ ​ 7,285,701 ​ ​ ​ ​ ​ 8,166,156 ​ ​ ​ ​ ​ 10,139,017 ​ ​
​ Increase for fair value of awards granted during year that vested during covered year ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Increase/deduction for change in fair value from prior year-end to covered
year-end of awards granted prior to covered year that were outstanding
and unvested as of year-end 		​ ​ ​ ​ (8,445,341) ​ ​ ​ ​ ​ (493,102) ​ ​ ​ ​ ​ (6,582,105) ​ ​
​ Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year ​ ​ ​ ​ (372,902) ​ ​ ​ ​ ​ 907,766 ​ ​ ​ ​ ​ (4,328,622) ​ ​
​ Deduction of fair value of awards granted prior to covered year that were forfeited during covered year ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​
Increase based upon incremental fair value of awards modified during year
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 3,780,009 ​ ​
​
Total Adjustments
​ ​ ​ ​ (12,532,522) ​ ​ ​ ​ ​ (5,482,819) ​ ​ ​ ​ ​ (14,943,921) ​ ​
   
Non-PEO NEO Average Total Compensation Amount $ 5,650,356 3,606,788 6,321,545
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,735,578 3,038,679 5,205,582
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(3)
Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. The tables below set forth each adjustment made during each year presented in the table to calculate the compensation “actually paid” to our NEOs during each year in the table:
​ Adjustments to determine Compensation “Actually Paid” for Other
NEOs 		​ ​
2022
($)
​ ​
2021
($)
​ ​
2020
($)
​
​ Equity Awards ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table ​ ​ ​ ​ (1,895,383) ​ ​ ​ ​ ​ (2,158,701) ​ ​ ​ ​ ​ (4,367,966) ​ ​
​ Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Increase for fair value of awards granted during year that remain outstanding as of covered year end ​ ​ ​ ​ 941,538 ​ ​ ​ ​ ​ 1,852,165 ​ ​ ​ ​ ​ 4,452,437 ​ ​
​
Increase for fair value of awards granted during year that vested during covered year
​ ​ ​ ​ 313,845 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​ Increase/deduction for change in fair value from prior year-end to covered
year-end of awards granted prior to covered year that were outstanding
and unvested as of year-end 		​ ​ ​ ​ (894,404) ​ ​ ​ ​ ​ (468,561) ​ ​ ​ ​ ​ (1,167,304) ​ ​
​ Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year ​ ​ ​ ​ (1,380,374) ​ ​ ​ ​ ​ 206,988 ​ ​ ​ ​ ​ (490,526) ​ ​
​ Deduction of fair value of awards granted prior to covered year that were forfeited during covered year ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​
​
Increase based upon incremental fair value of awards modified during year
​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 457,396 ​ ​
​
Total Adjustments
​ ​ ​ ​ (2,914,778) ​ ​ ​ ​ ​ (568,109) ​ ​ ​ ​ ​ (1,115,963) ​ ​
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Compensation Actually Paid vs. Company TSR
[MISSING IMAGE: bc_tsr-4c.jpg]
   
Compensation Actually Paid vs. Net Income [Text Block]
Compensation Actually Paid and Net Income
As discussed above, the compensation actually paid to our President and Chief Executive Officer and other NEOs declined over the last three fiscal years. Due to the impacts of the pandemic, our recovery timeline and costs to restart our operations, our net loss increased in 2021 and decreased in 2022, with a total decline from 2020 to 2022 of ~43%. The decline in compensation actually paid does not correlate to our improvement in net loss.
Compensation Actually Paid vs. Net Income (Loss)
[MISSING IMAGE: bc_loss-4c.jpg]
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]
Compensation Actually Paid and Average STI Adjusted Net Cruise Cost per Month
During our suspension of operations and post-recovery period, our Compensation Committee sought to focus our management team on conserving cash in an uncertain environment where our Company’s cruise operations only fully resumed in 2022. While our Compensation Committee used a number of financial and non-financial performance measures to motivate our management team through our compensation programs, our Company determined that STI Adjusted Net Cruise Cost per Month, as defined in “Terms Used in this Proxy Statement,” was the financial performance measure that, in our Company’s assessment, represented our most important performance measure used by the Compensation Committee to link compensation actually paid to our Company’s NEOs for the most recently completed fiscal year to our performance. During 2022, 100% out of a possible 200% of our annual incentive bonuses could be earned based on our STI Adjusted Net Cruise Cost per Month. Our STI Adjusted Net Cruise Cost per Month from 2020 through 2022 increased, as anticipated, due to the complete resumption of our cruise operations in 2022, which resulted in increased costs to operate our entire fleet. During 2020 and 2021, our STI Adjusted Net Cruise Cost per Month consisted of costs to maintain our fleet with reduced manning during large portions of those years when our cruise operations were suspended.
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Compensation Actually Paid vs. Average STI
Adjusted Net Cruise Cost per Month
[MISSING IMAGE: bc_averagesti-4c.jpg]
   
Total Shareholder Return Vs Peer Group [Text Block]
Company TSR vs. Peer Group TSR
[MISSING IMAGE: bc_peergrouptsr-4c.jpg]
   
Tabular List [Table Text Block]
Tabular List of Most Important Financial Performance Measures
The following provides a list of the financial performance measures that we believe are the most important financial performance measures used to link NEO compensation to our performance. For more information, see “Executive Compensation — Compensation Discussion and Analysis.” Although we do not in practice use any performance measures to link compensation “actually paid” ​(as calculated herein) to our performance, we are providing this list in accordance with Item 402(v) of Regulation S-K to provide information on performance measures used by our Compensation Committee to determine NEO compensation, as more fully described in “Executive Compensation — Compensation Discussion and Analysis.”
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​
2022 Financial Performance Metrics
​
​ Average STI Adjusted Net Cruise Cost per Month ​
​ STI Adjusted Gross Margin ​
​ Load Factor ​
​ ESG Metric: Based on TESS Committee’s determination that we made sufficient progress on setting greenhouse gas emissions reduction targets during 2022 ​
​ Vessel Service Readiness Target ​
   
Total Shareholder Return Amount $ 20.96 35.51 43.54
Peer Group Total Shareholder Return Amount 87.82 111.22 100.52
Net Income (Loss) $ (2,269,900,000) $ (4,506,600,000) $ (4,012,500,000)
Company Selected Measure Amount 225.6 114.4 110.9
PEO Name Frank J. Del Rio    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Average STI Adjusted Net Cruise Cost per Month    
Non-GAAP Measure Description [Text Block]
(6)
Average STI Adjusted Net Cruise Cost is a non-GAAP financial metric calculated in the same manner as Adjusted Net Cruise Cost Excluding Fuel presented in our Annual and Quarterly Reports on Form 10-K/Q less the following: (i) costs related to advertising and promotions, (ii) incremental costs associated with COVID-19 protocols, (iii) commissions and displacement charges associated with cancelled voyages, (iv) spoilage and inventory write-offs for voyages that were cancelled after the date the metrics were adopted by our Compensation Committee, (v) costs associated with the resumption of voyages, (vi) expenses related to financing activities included in general and administrative expense, (vii) expenses related to retention incentives, (viii) unscheduled dry-dock expenses that were not in the plan presented to our Compensation Committee when the metrics were adopted, (ix) severance and termination expenses, (x) expense changes created by deviations from the planned resumption timeline for vessels or assumed Load Factor as in effect on the date the metrics were adopted and (xi) other one-time adjustments in our Compensation Committee’s discretion, presented as a monthly average for 12 months ended December 31, 2022.
   
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name STI Adjusted Gross Margin    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Load Factor    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name ESG Metric: Based on TESS Committee’s determination that we made sufficient progress on setting greenhouse gas emissions reduction targets during 2022    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name Vessel Service Readiness Target    
PEO [Member] | Amounts Reported Under The “Stock Awards” Column In The Summary Compensation Table [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (10,999,980) $ (14,063,639) $ (17,952,220)
PEO [Member] | Fair Value Of Awards Granted During Year That Remain Outstanding As Of Covered Year End [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 7,285,701 8,166,156 10,139,017
PEO [Member] | Change In Fair Value From Prior Year-End To Covered Year-End Of Awards Granted Prior To Covered Year That Were Outstanding And Unvested As Of Year-End [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (8,445,341) (493,102) (6,582,105)
PEO [Member] | Change In Fair Value From Prior Year-End To Vesting Date Of Awards Granted Prior To Covered Year That Vested During Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (372,902) 907,766 (4,328,622)
PEO [Member] | Incremental Fair Value Of Awards Modified During Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     3,780,009
PEO [Member] | Total Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (12,532,522) (5,482,819) (14,943,921)
Non-PEO NEO [Member] | Amounts Reported Under The “Stock Awards” Column In The Summary Compensation Table [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,895,383) (2,158,701) (4,367,966)
Non-PEO NEO [Member] | Fair Value Of Awards Granted During Year That Remain Outstanding As Of Covered Year End [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 941,538 1,852,165 4,452,437
Non-PEO NEO [Member] | Change In Fair Value From Prior Year-End To Covered Year-End Of Awards Granted Prior To Covered Year That Were Outstanding And Unvested As Of Year-End [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (894,404) (468,561) (1,167,304)
Non-PEO NEO [Member] | Change In Fair Value From Prior Year-End To Vesting Date Of Awards Granted Prior To Covered Year That Vested During Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,380,374) 206,988 (490,526)
Non-PEO NEO [Member] | Incremental Fair Value Of Awards Modified During Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     457,396
Non-PEO NEO [Member] | Total Adjustments [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (2,914,778) $ (568,109) $ (1,115,963)
Non-PEO NEO [Member] | Fair Value Of Awards Granted During Year That Vested During Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 313,845