ROYAL CARIBBEAN CRUISES LTD
RCL DEF 14A Report ended April 18, 2025
ROYAL CARIBBEAN CRUISES LTD
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a party other than the Registrant
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CHECK THE APPROPRIATE BOX:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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2025
Notice of Annual Meeting
and Proxy Statement
Who We Are
We are one of the largest and most successful cruise companies in the world operating
through our three global brands: Royal Caribbean, Celebrity Cruises and Silversea Cruises,
and also through our partner brands: TUI Cruises and Hapag-Lloyd Cruises, in which we own a
50% stake. Together, our brands represent a combined total of 67 ships in the cruise vacation
industry traveling to approximately 1,000 destinations around the world.
As used in this Proxy Statement, the terms “Royal Caribbean Group,” “RCG,” the “Company,” “we,” “our” and “us” refer to
Royal Caribbean Cruises Ltd. and our wholly owned global cruise brands. Our partner brands are unconsolidated investments
and therefore our operating results and other disclosures herein do not include these brands.
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2025 Proxy Statement
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i
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Letter from the
Chief
Executive Officer
Dear
fellow shareholders,
2024 was an exceptional year for Royal Caribbean Group,
marked by significant achievements and robust financial
performance. We delivered total revenues of $16.5 billion
and Net Income of $2.9 billion, or $3.2 billion on an
adjusted basis. This performance translates to Earnings
Per Share (EPS) of $10.94, or $11.80 Adjusted EPS,
nearly 70% higher than the prior year earnings. These
results not only exceeded our initial expectations – they
reflect the strong consumer appetite for our vacation
experiences and our team’s best-in-class execution. L
oad
factors averaged above 108%
and we achieved significant
pricing strength and onboard revenue growth versus 2023.
The bottom line: we surpassed the ambitious targets we
set, with earnings growth and margins that put us firmly
ahead of our recovery trajectory. We aren’t just back, we
are leading the industry into the future.
Strategic Highlights
Throughout 2024, we advanced key strategic initiatives to
enhance our offerings and fuel future growth. We achieved
our “Trifecta” financial goals a full 18 months early, hitting
all three objectives – over $100 in Adjusted EBITDA per
APCD, Return on Invested Capital in the teens, and
double-digit Adjusted EPS. This milestone speaks to the
effectiveness of our formula for success: moderate
capacity growth, moderate yield growth, and strong cost
control – a formula that continues to drive margin
expansion and solid returns.
We also expanded our fleet and announced further
expansion of our destination portfolio. Early in the year, we
celebrated the historic debut of Icon of the Seas, the first
in a revolutionary new class of ships and the culmination
of more than 50 years of innovation to create the ultimate
family vacation experience. The market response to Icon
exceeded all expectations. We followed this with the
launch of Utopia of the Seas – our newest Oasis-class
ship designed for short getaways – and Silversea's Silver
Ray, each contributing to our growth and commitment to
guest satisfaction.
Just this year, we broke ground on our first Royal Beach
Club in The Bahamas and announced plans for another in
Cozumel, expanding our portfolio of private destinations.
We also revealed that Perfect Day at CocoCay will be
joined by the even larger Perfect Day Mexico, opening in
2027. In addition, we announced that Silversea will further
enhance its Antarctica expedition offering with the new
southernmost hotel in Puerto Williams, Chile. Our strategic
initiatives – investing in new hardware, private
destinations, unique experiences, and digital innovation –
further our ability to capture a greater share of the global
$2 trillion vacation market in the years ahead.
Governance
We remain deeply committed to strong corporate
governance, effective oversight, and proactive shareholder
engagement. Our Board continues to be comprised of
highly qualified leaders who provide robust independent
oversight and play an active role in shaping our strategic
direction.
Equally important, our Board and management greatly
value dialogue with our owners. During 2024, in addition to
regular investor updates on our financial results, we
engaged with shareholders representing over half of our
shares outstanding to discuss topics including corporate
governance, corporate responsibility, and executive
compensation. This dialogue is invaluable, ensuring our
priorities remain aligned with shareholder interests and
best governance practices.
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ii
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2025 Proxy Statement
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Shareholder Returns and Financial Stewardship
Delivering value to our shareholders is at the core of our
strategy, and our financial stewardship is built on
disciplined growth. In 2024, we:
•
Reinstated our quarterly dividend at $0.40 per share,
increasing it 38% to $0.55 per share by year end,
signaling our confidence in the future and our
commitment to sharing in the success of our business;
•
Refinanced approximately $6.1 billion of high-cost
debt, significantly reducing our leverage and interest
expense; and
•
Fully restored our debt profile to an unsecured,
investment-grade structure.
These milestones, along with our improving cash flows,
demonstrate our commitment to financial strength and
position us well for the future.
Our People and Culture
Underlying all our accomplishments is the hard work and
passion of our team, and a culture that sets Royal
Caribbean Group apart. I want to recognize and thank our
employees and crew members for their extraordinary
efforts this year. Every day, across our ships, private
destinations and offices, our people exemplify the values
of hospitality, safety, innovation, and “above and beyond”
service that define the Group’s culture. It is their
commitment to excellence that earned us record-high
guest satisfaction scores in 2024 and a reputation for
delivering the best vacations.
I am also proud of the positive impact our teams make in
our communities – from volunteering and charitable giving,
to embracing our many corporate responsibility efforts.
During 2024, for example, Royal Caribbean Group hosted
a global Decarbonization Summit, convening more than 70
industry leaders to accelerate collaboration on achieving
net-zero cruising. This is just one example of how our
people are driving innovation not only in guest experience
but also in responsible business practices.
Our culture of integrity, teamwork, and creativity is truly a
*This letter contains non-GAAP measures. A reconciliation of these non-GAAP financial measures to their nearest GAAP comparable financial
measure is included in the Annex.
competitive advantage – helping us attract top talent,
deepen loyalty with guests, and continually push the
boundaries of what’s possible in travel.
Looking Ahead
As we turn toward the future, Royal Caribbean Group’s
course has never been clearer or more exciting.
Our new
Perfecta financial targets announced in March 202
5 will
inform our everyday decision-making, and 2025 is shaping
up to be another milestone year. But our vision extends
well beyond the next twelve months. We are entering a
new era of growth for Royal Caribbean Group – one where
we redefine what a vacation can be by leveraging our
industry-leading brands, the most innovative ships, and
our unique private destinations to expand our share of the
$2 trillion global vacation market.
While we evolve and
grow, one thing remains constant: our steadfast
commitment to delivering the best vacations responsibly --
and exceptional returns for our shareholders.
Thank you for your continued trust, investment and
partnership. With your support, and thanks to the
dedication of our remarkable team, I am confident that
Royal Caribbean Group’s best days are ahead of us.
Sincerely,
JASON
T. LIBERTY
President and Chief Executive Officer
Royal Caribbean Group
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2025 Proxy Statement
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iii
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2024
Performance
Highlights
Key 2024 Successes
Strong Demand Driving Strong Results*
23.8%
Gross Margin Yields
vs 2023
11.6%
Net Yields
vs 2023 in Constant
Currency
$16.5
Billion
Total revenues
$2.9
Billion
Net Income
$3.2
Billion
Adjusted Net Income
$6.0
Billion
Adjusted EBITDA
108%
Load Factor
9
Million
Vacations Delivered
with High Guest
Satisfaction Scores
Long Term Growth
3
new ships launched
Strong pipeline of
8
new ocean ships to
be delivered 2025-2028
Exclusive Collection of Land-Based
Experiences
4
new Land-Based Experiences
Opening 2025-2027
Removing friction, enabling a guest-centric
vacation experience
Leveraging data and AI to deepen
relationships with customers
Cross-brand loyalty across brands
Strong Balance Sheet and Shareholder Returns
Achieved investment
grade balance sheet
metrics
Reinstated quarterly dividend
and increased it 38%
throughout the year
Refinanced approximately
$6.1
Billion
of high-cost debt
Significantly reduced leverage and interest
expense
Delivering the Best Vacations
Responsibly
Achieved our goal to reduce
carbon intensity by double
digits—one year early
Diversified our energy
portfolio by growing our LNG
powered ships to four and
expanding our use of biofuel
Launched myLeadership
initiative to cultivate future
leaders
Grew local sourcing resulting
in a 15% reduction in
transportation miles for ship-
bound goods
*This section contains non-GAAP measures. A reconciliation of these non-GAAP financial measures to their nearest GAAP comparable financial
measure is included in the Annex.
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2025 Proxy Statement
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iv
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Notice of Annual Meeting
of Shareholders
DATE & TIME
May 28, 2025
9:00 A.M., ET
LOCATION
JW Marriott Marquis Miami
255 Biscayne Blvd. Way
Miami, FL 33131
RECORD DATE
Persons holding shares of our
common stock as of the close
of business on April 10, 2025
are entitled to notice of and to
vote at the Annual Meeting or
any adjournment thereof.
How to Vote
BY INTERNET
www.proxyvote.com
BY TELEPHONE
1-800-690-6903
BY MAIL
Mark, sign and date your
proxy card and return in the
postage-paid envelope we
have provided.
Shareholders also will transact such other business as may properly come before the Annual
Meeting and any adjournment thereof.
We will furnish our proxy materials over the Internet as permitted by the rules of the U.S.
Securities and Exchange Commission. As a result, we are sending a Notice of Internet
Availability of Proxy Materials rather than a full paper set of the proxy materials, unless you
previously requested to receive printed copies. The Notice of Internet Availability of Proxy
Materials contains instructions on how to access our proxy materials on the Internet, as well
as instructions on how shareholders may obtain a paper copy of the proxy materials. This
process reduces costs associated with printing and distributing our proxy materials.
Internet voting is available to make it easier for you to vote in advance of the Annual Meeting.
The instructions on the Notice of Internet Availability of Proxy Materials or your proxy card
describe how to use these convenient services.
All shareholders are cordially invited to attend the Annual Meeting in person. Whether
or not you expect to attend, you are urged to vote as soon as possible by Internet or
mail so that your shares may be voted in accordance with your wishes. Granting a
proxy does not affect your right to revoke it later or to vote your shares in the event
you attend the Annual Meeting.
R. ALEXANDER LAKE
Chief Legal Officer and Secretary
Royal Caribbean Cruises Ltd.
April 18, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 28, 2025
On or about April 18, 2025, we mailed a Notice of Internet Availability of Proxy Materials containing
instructions on how to access our proxy statement and 2024 Annual Report. These materials are
available online at
proxyvote.com
.
The complete mailing address, including zip code, of our principal executive offices is
1050 Caribbean Way, Miami, Florida 33132 and our telephone number is (305) 539-6000.
References to our website in this proxy statement or the 2024 Annual Report are for the conveniences
of readers, and information available at or through our website is not part of, nor is it incorporated
by reference in, these documents.
Items of Business
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Proposal
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Board
Recommendation
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Page
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1
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Election of 13 directors to the Board
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FOR
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2
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Say-on-pay: advisory vote to approve the compensation of
our named executive officers
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FOR
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3
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Ratification of the selection of PricewaterhouseCoopers LLP
as our independent registered public accounting
firm for 2025
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FOR
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Table
of Contents
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Letter from the Chief Executive Officer
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Annex - Non-GAAP Financial Metrics and Forward-Looking Statements
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2025 Proxy Statement
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1
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Proxy Summary
We look forward to welcoming you to our 2025 Annual Meeting of Shareholders. This important meeting provides the Board of
Directors and management with an opportunity to receive collective feedback from you, our shareholders. We place significant
value on your opinion, and we have strived to highlight in this summary key information for your consideration. We
recommend, however, that you read the entire proxy statement carefully before voting.
PROPOSAL 1
Election of Directors
The board recommends a
vote
“FOR”
each nominee.
Director Nominees*
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Name and Primary Occupation
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Committee
Membership
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|||||||
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Age
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Director Since
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AC
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TCC
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NGC
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SESH
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|||||
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John F. Brock
INDEPENDENT
Former Chairman & CEO, Coca-Cola European Partners
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76
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2014
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•
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•
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Richard D. Fain
INDEPENDENT
Chairman, Former CEO Royal Caribbean Group
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77
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1981
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|||||
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Stephen R. Howe, Jr.
INDEPENDENT
Former U.S. Chairman & Managing Partner, Ernst & Young
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63
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2018
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•
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•
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Michael O. Leavitt
INDEPENDENT
Co-Chairman, Health Management Associates and Chairman,
Leavitt Equity Partners
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74
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2022
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•
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||||
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Jason T. Liberty
President and CEO, Royal Caribbean Group
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49
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2021
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|||||
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Amy McPherson
INDEPENDENT
Former President & Managing Director, Europe, Marriott
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63
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2020
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•
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||||
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Maritza G. Montiel
INDEPENDENT
Former Deputy CEO & Vice Chairman, Deloitte
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73
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2015
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•
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•
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|||
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Ann S. Moore
INDEPENDENT
Former Chairman & CEO, Time
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74
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2012
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•
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||||
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Eyal M. Ofer
INDEPENDENT
Chairman, Ofer Global and Zodiac Group
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74
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1995
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•
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•
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|||
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Vagn O. Sørensen
INDEPENDENT
Former President & CEO, Austrian Airlines Group
|
65
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2011
|
•
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•
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|||
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Donald Thompson
INDEPENDENT
Former President & CEO, McDonald’s Corporation
|
62
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2015
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•
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•
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|||
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Arne Alexander Wilhelmsen
INDEPENDENT
Chairman, AWILHELMSEN AS
|
59
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2003
|
•
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•
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|||
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Rebecca Yeung
INDEPENDENT
Former Corporate Vice President at FedEx Corporation
|
53
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2023
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•
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||||
AC
Audit Committee
NGC
Nominating and Corporate Governance Committee
SESH
Safety, Environment, Sustainability and Health Committee
TCC
Talent and Compensation Committee
Chair
Member
e
*Mr. William Kimsey is not standing for re-election to the Board and his term will expire effective as of the date of the Annual Meeting.
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2
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2025 Proxy Statement
|
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Board
Snapshot
*
Demographics
Independence
Tenure
Age
Women
Hispanic
African American
Asian
* As of the date of this Proxy Statement.
Skills and Experience
Industry
Maritime
Executive
Leadership
Regulated
Business
Government /
Public Policy
Corporate
Responsibility /
Environmental
Finance /
Accounting
Global
Enterprise
Technology /
Innovation /
Cybersecurity
Consumer
Business
Risk
Management
Experience in relevant industries such as hospitality, travel, and leisure results
in a deep understanding of consumer expectations and business strategy
Experience in the maritime industry provides an understanding of marine
operations, including critical health, safety, and security aspects
Experience serving as public company CEO or other senior leadership role is valuable in
understanding and managing a range of corporate governance, risk management, strategic
planning, finance, operational and management and succession planning matters
Familiarity with highly regulated industries can provide the Board with insight and
understanding of effective strategies in managing the complex political and regulatory
landscape in which we operate
Helpful to oversee management’s interactions with governing authorities to
support desired business objectives
Valuable in contributing to and overseeing strong financial planning, reliable financial
information, robust controls and financial reporting
Experience with a global enterprise or with international markets aids the Board in
understanding diverse business environments, economic conditions, and cultures
associated with our global workforce and activities
Helps management address innovation and competitiveness in the digital age and
technology risks, including cybersecurity risks
Experience in a consumer-facing industry with an understanding of consumer expectations,
experiential marketing, and loyalty programs is valuable as the Company seeks to provide
all cruising guests with memorable vacation experiences and superior customer service
Enables directors to effectively anticipate and oversee the most significant
risks facing the Company
Strengthens the Board’s oversight and assures that strategic business imperatives and
long-term value creation are achieved within a sustainable, environmentally focused model
7
/14
6
/14
14
/14
8
/14
1
/14
8
/14
8
/14
13
/14
8
/14
9
/14
14
/14
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2025 Proxy Statement
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3
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The board recommends a
vote
“FOR”
this proposal
.
We place significant focus on the design of our executive compensation programs as we believe their effectiveness is crucial
PROPOSAL 2
Advisory Vote to Approve the Compensation
of Our Named Executive Officers
to our success as a company. We assess our programs regularly and strive to continuously make improvements as well as
incorporate shareholder feedback.
Executive Compensation Program
Align the interests of our
executives with the interests
of our shareholders
Reward positive contributions
to both short-and long-term
corporate performance
Recruit, retain, and
motivate an
elite management team
Principles
Implementation
Total direct compensation levels
should be competitive to attract,
motivate and retain the highest
quality executives.
Our Talent and Compensation Committee seeks to establish target total direct
compensation (salary, short-term incentive and long-term incentive) at
appropriate levels relative to our Market Comparison Group, providing our
executives the opportunity to be competitively rewarded for our financial and
operational performance. Total direct compensation opportunity (i.e., maximum
achievable compensation) should increase with position and responsibility.
Performance-based and “at-risk”
incentive compensation should
constitute a substantial portion of
total compensation.
We seek to foster a pay-for-performance culture, with a significant portion of
total direct compensation being performance-based and/or “at risk.” Executives
with greater responsibilities and the ability to directly impact our strategic and
operational goals and long-term results should bear a greater proportion of the
risk if these goals and results are not achieved. Therefore, the more senior the
executive, the greater the percentage of total compensation in the form of
performance-based and/or “at risk” compensation.
Long-term incentive compensation
should align executives’ interests
with our shareholders’ interests to
further the creation of long-term
shareholder value.
We focus on ensuring that executive compensation includes a high portion of
long-term performance-based equity compensation. Awards of equity-based
compensation encourage executives to focus on our long-term growth and
prospects and incentivize executives to manage our company from the
perspective of owners with a meaningful stake and to encourage them to remain
with us for long and productive careers. Our stock ownership guidelines further
enhance the incentive to create long-term shareholder value. Equity-based
compensation also subjects our executives to market risk, a risk also borne by
our shareholders.
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4
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2025 Proxy Statement
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We provide compensation to our executives consisting of three principal elements: base salary, performance-based annual
incentive bonus and long-term equity awards. The objectives and key features of each pay element are described below.
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Equity Compensation
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Cash Compensation
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||||||||
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Variable
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Fixed
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||||||||
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Time-Based Restricted
Stock Units
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Performance-Based
Restricted Shares
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Performance-Based
Annual Incentive
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Base
Salary
|
||||||
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Pay Elements (rounded)
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|||||||||
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Objective
|
|||||||||
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•
Multi-year vesting
requirements align our
executives’ interests with
our shareholders and
incentivize retention of our
executive talent
|
•
Structured to align with
shareholder interests,
reward the achievement
of long-term goals and
promote stability and
corporate loyalty among
the executives
|
•
To focus executives on
annual financial and
operational performance
•
To reward executives for
performance relative to
our short-term goals and
initiatives
|
•
Provide a base level of
income in line with
expertise, experience,
tenure, performance,
potential and scope of
responsibility
|
||||||
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Key Features
|
|||||||||
|
•
Vest in equal annual
installments over three-year
period commencing on the
first anniversary date of the
grant
•
Increases, when
appropriate, are
provided based on market
movements, scope of
responsibilities, and merit
|
•
Earned only if specified
financial performance
measures are met
•
Measures performance
over three years, with
annual performance
segments that have 25%,
25% and 50% weighting
•
PSU Awards granted in
2024 will be earned based
on Adjusted EPS, ROIC,
and carbon intensity
reduction
•
PSU Awards granted in
2024 for the period ending
December 2026 have
potential payouts that range
from 0% to 200% of target
|
•
Earned based on company-
wide and/or brand-specific
(based on area of
responsibility) financial and
operational objective
metrics and individual
performance against
previously established
strategic goals, including,
but not limited to, Adjusted
EPS (corporate), adjusted
brand operating income,
and a corporate
responsibility composite
•
For our President and
CEO, payout is entirely
based on corporate
performance
•
For our other NEOs, 2/3
rd
is
determined by corporate
and, if applicable, brand
performance, and 1/3
rd
is
based on individual
performance
•
Payouts range from 0% to
200% based on
achievement of results
during the year
|
•
Set annually based on
market competitiveness
and in-line with
performance and
contributions to the
achievement of Company
goals
•
Increases, when
appropriate, are
provided based on market
movements, scope of
responsibilities, and merit
|
||||||
24%
30%
46%
35%
16%
22%
8%
19%
CEO
Other NEOs
CEO
Other NEOs
CEO
Other NEOs
CEO
Other NEOs
|
|
2025 Proxy Statement
|
5
|
PROPOSAL 3
Ratification of Principal
Independent Registered Public
Accounting Firm
The board recommends a
vote
“FOR”
this proposal.
Aggregate fees for professional services rendered by PricewaterhouseCoopers LLP for the fiscal years ended December 31,
2024 and 2023 were:
|
2024
($)
|
2023
($)
|
||
|
Audit fees
(1)
|
4,678,355
|
4,352,366
|
|
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Audit-related fees
(2)
|
800,448
|
219,353
|
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Tax fees
(3)
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14,580
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13,132
|
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All other fees
(4)
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3,825
|
3,825
|
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Total
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5,497,208
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4,588,676
|
(1)
The audit fees for the fiscal years ended December 31, 2024 and 2023 were for professional services rendered for the integrated audits
of the Company’s consolidated financial statements and system of internal control over financial reporting, quarterly reviews, statutory
audits required by foreign jurisdictions, consents, issuance of comfort letters, and review of documents filed with the SEC.
(2)
The audit-related fees for the fiscal years ended December 31, 2024 and 2023 were for the audits of the Company’s retirement savings
plan, pre-implementation reviews of processes or systems, and other attest services.
(3)
Tax fees for the fiscal years ended December 31, 2024 and 2023 were for services performed in connection with international tax
compliance and transfer pricing.
(4)
All other fees for the fiscal years ended December 31, 2024 and 2023 were for subscription fees for accounting and auditing research
software.
|
6
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2025 Proxy Statement
|
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Corporate Governance
and Board Matters
The board recommends a
vote
“FOR”
each nominee.
]
PROPOSAL 1
Election of Directors
Our Board currently has 14 members. Mr. Kimsey will not stand for re-election and his term on the Board will expire as of the
date of the Annual Meeting. Our Bylaws provide that the Board of Directors shall consist of between ten and fifteen directors,
C
oncurrently with the Annual Meeting, the Board has set the current size of the Board to 13 directors.
On the recommendation
of the Nominating and Corporate Governance Committee, the Board has nominated each of our thirteen remaining directors
for re-election to hold office until the next annual meeting of shareholders and until their successors are duly elected and
qualified. Each candidate has consented to being named in this proxy statement and serving as a director, if elected. However,
if any nominee is not able to serve, the Board can either nominate a different person or reduce the size of the Board. If the
Board nominates another individual, the persons named as proxies may vote for that nominee.
The Board unanimously recommends that shareholders vote
“FOR”
the election
of each of the nominees for director named below.
Our Director Nominees
Our Board is made up of a diverse group of leaders with substantial experience in their respective fields. Our director
nominees hold, and have held, senior positions as leaders of various large and complex businesses and organizations and in
government, demonstrating their ability to develop and execute significant policy and operational objectives at the highest
levels. Our nominees include current and former chief executive officers, chief financial officers, chief operating officers and
other members of senior management of large, global businesses. Through these roles, our nominees have developed
expertise in, among other things, core business strategy, operations, finance, human capital management and leadership
development, compliance, controls and risk management, as well as the skills to respond to rapidly evolving business
environments and to foster innovation and business transformation. Additionally, our nominees’ experience serving in
government and on other boards brings valuable knowledge and expertise, including in the areas of public policy, governance,
succession planning, financial reporting and regulatory compliance. Our Board believes that the combination of the various
skills, qualifications and experiences of the director nominees contributes to an effective and well-functioning Board and that,
individually and as a whole, the director nominees possess the necessary qualifications to provide effective oversight and
strategic guidance.
|
|
2025 Proxy Statement
|
7
|
|
OUR DIRECTOR NOMINEES
|
We have included
below detailed biographical information for each director nominee, including career highlights, other public
directorships and select professional and community contributions, along with the top qualifications, experience, skills and
expertise we believe each director brings to our Board. Our Board considered all of these attributes when deciding to nominate
these
individuals to the
Board.
Richard D. Fain
BACKGROUND:
Mr. Brock retired as Chief Executive Officer of Coca Cola European Partners in December 2016,
having served in that role since the formation of that company in May 2016. Prior to that, Mr. Brock
served as Chairman and Chief Executive Officer of Coca Cola Enterprises Inc. since April 2008 and
as Chief Executive Officer since April 2006. From February 2003 until December 2005, Mr. Brock was
Chief Executive Officer of InBev, S.A., a global brewer, and from March 1999 until December 2002,
he was Chief Operating Officer of Cadbury Schweppes plc, an international beverage and
confectionery company. From April 2007 to December 2007, Mr. Brock served as a director of Dow
Jones & Company, Inc., a publisher and provider of global business and financial news. From 2004 to
2006, he served as a director of the Campbell Soup Company, a global manufacturer and marketer of
branded convenience food products. From 2003 to 2005, he served as a director of Interbrew /
Inbrew, a beer brewing company. He also served as a director of Reed Elsevier, a publisher, from
1997 to 2003. Mr. Brock is a Trustee of the Georgia Tech Foundation and a member of the
Smithsonian National Board. Mr. Brock is a member of the Board of Directors of ApJet, LLC and
thegameHERs, LLC and is Managing Director of Brock Holdings, LLC.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:
Mr. Brock brings senior leadership and strategic and global expertise from his most recent position as
Chairman and Chief Executive Officer of one of the world’s largest independent Coca-Cola bottlers.
Prior to his retirement, Mr. Brock demonstrated effective and efficient leadership of a complex,
publicly traded company competing in the highly competitive international beverage industry.
Age:
76
Director Since:
February 2014
Committees:
•
Nominating and
Corporate Governance
Committee (Chair)
•
Talent and
Compensation
Committee
Other Public
Company Boards:
•
None
Chairman of the Board
Age:
77
Director Since:
January 1981
Committees:
•
None
Other Public
Company Boards:
•
None
BACKGROUND:
Mr. Fain served as our Chief Executive Officer from 1988 through January 2022. He has been a
director of the Company since 1981 and our Chairman since 1988. Mr. Fain is a recognized industry
leader, having participated in shipping for over 50 years and having held a number of prominent
industry positions, such as Chairman of the Cruise Lines International Association (CLIA), the largest
cruise industry trade association. He currently serves on the University of Miami Board of Trustees
and the UHealth Board of Directors. He is former chairman of the University of Miami Board of
Trustees, the Miami Business Forum,the Greater Miami Convention and Visitors Bureau, the UHealth
Board of Directors, and the United Way of Miami Dade.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:
Mr. Fain’s breadth of experiences, tenure and leadership provide incomparable insights into the
history, operations, and strategic vision of the Company as well as the evolution and direction of the
cruise industry as a whole. Having served as Chairman & CEO for over 33 years, Mr. Fain helped
grow the Company from a one brand Caribbean centric operation with berthing capacity of
approximately 5,000 to the second largest cruise company in the world with a portfolio of global and
regional brands that operate around the globe.
John F. Brock
|
8
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2025 Proxy Statement
|
|
|
OUR DIRECTOR NOMINEES
|
Michael O. Leavitt
Age:
74
Director Since:
February 2022
Committees:
•
Safety, Environment,
Sustainability and
Health Committee
(Chair)
Other Public
Company Boards:
•
None
BACKGROUND:
Gov. Leavitt is the Co-Chairman of Health Management Associates, a health care consulting firm, and
Chairman of Leavitt Equity Partners, a private equity fund. From 2009 to 2021, he served as the
Chairman of Leavitt Partners, LLC, a health care consulting firm. He also previously served as the
United States Secretary of Health and Human Services from 2005 to 2009, the Administrator of the
Environmental Protection Agency from 2003 to 2009 and the Governor of the State of Utah from 1993
to 2003.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:
Gov. Leavitt brings to our Board extensive management and leadership experience, including service
as the Governor of Utah, a large state with a diverse body of constituents, and service in positions
with the U.S. government, where he oversaw and advised on issues of national concern such as
healthcare and environmental protection. These experiences were instrumental to his role as Co-
Chair of the Healthy Sail Panel in developing recommendations for cruise lines to advance their
public health response to COVID-19 and contributes to the Board’s oversight of these issues. Further,
his experience at the EPA provides the Board with valuable insight in relation to the Company’s
various environmental, social and governance initiatives.
BACKGROUND:
Mr. Howe served as U.S. Chairman and Managing Partner and Americas Area Managing Partner of
Ernst & Young (“EY”) and was a member of EY’s Global Executive Board from 2006 until his
retirement in 2018. In these roles, Mr. Howe directed strategy and operations for EY’s businesses of
over 75,000 people delivering professional services across all industry sectors. While leading EY, Mr.
Howe also was responsible for the firm’s board governance and regulatory relationships and was
executive sponsor for the firm’s focus on diversity and inclusiveness. He was with EY for 37 years.
Mr. Howe is also a member of the Board of Trustees of Carnegie Hall, the Board of the Peterson
Institute for International Economics and the Board of Trustees (Chairman) of the Liberty Science
Center. Mr. Howe was previously a member of multiple boards including Colgate University, the
Center for Audit Quality and the Financial Accounting Foundation. He currently serves as a member
of the Board of Directors of Lazard Inc.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:
Mr. Howe brings to the Board considerable financial and leadership experience through his service as
U.S. Chairman and Managing Partner and Americas Managing Partner of EY. He provides the board
with meaningful insight gained from his strategic and operational experience and from his extensive
board experience both at EY and in interactions with EY clients.
Age:
63
Director Since:
December 2018
Committees:
•
Audit Committee
(Chair)
•
Nominating and
Corporate Governance
Committee
Other Public
Company Boards:
•
Lazard, Inc
.
(New York
Stock Exchange)
Stephen R. Ho
we, Jr
.
|
|
2025 Proxy Statement
|
9
|
|
OUR DIRECTOR NOMINEES
|
BACKGROUND:
Ms. McPherson served in various positions at Marriott International, Inc. for over 30 years. Most
recently, from 2009 through 2019, she served as President & Managing Director, Europe. Under her
leadership, Marriott launched five new brands in Europe and completed the successful integration of
Starwood Hotels in Europe. Since 2017, Ms. McPherson has served as a non-executive member of
the board of directors of PVH Corporation and is a member of its Audit Committee and Chair of its
Nominating & Governance Committee. In December 2023, Ms. McPherson was appointed as non-
executive member of the board of directors for Merlin Entertainments Ltd and is a member of the
Remuneration and Health, Safety & Security Committees.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:
Ms. McPherson brings to the board considerable experience in overseeing business operations and
development in Europe, having overseen multiple brands of hotels for Marriott. She has overseen
acquisitions and strategic partnerships and implemented and executed strategies on both a regional
and global basis. In addition, Ms. McPherson has experience managing Marriott’s global and field
sales, marketing, loyalty program, revenue management, e-commerce, worldwide reservation sales
and customer care, and sales channel strategy and analysis.
Age:
63
Director Since:
December 2020
Committees:
•
Talent and
Compensation
Committee
Other Public
Company Boards:
•
PVH Co
rporation
(New York Stock
Exchange)
Amy McPherson
BACKGROUND:
Mr. Liberty has served as President and Chief Executive Officer since January 2022. Mr. Liberty has
held several roles since joining the Company in 2005, including most recently as Executive Vice
President and Chief Financial Officer since 2017 and, prior to that, as Senior Vice President and
Chief Financial Officer since 2013. Before his role as Chief Financial Officer, Mr. Liberty served as
Senior Vice President, Strategy and Finance from 2012 through 2013; as Vice President of Corporate
and Revenue Planning from 2010 through 2012; and as Vice President of Corporate and Strategic
Planning from 2008 to 2010. Before joining Royal Caribbean Group, Mr. Liberty was a Senior
Manager at the international public accounting firm of KPMG LLP. Mr. Liberty currently serves on the
Board of Directors of WNS Holdings.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:
Mr. Liberty has years of broad-based, diverse senior management experience at the Company,
including service as Executive Vice President and Chief Financial Officer, where he was responsible
for finance, strategy, shared service operations, legal, and technology matters, among other areas.
His experience and industry knowledge make him a valuable member of our Board.
Age:
49
Director Since:
N
ovember 2021
Committees:
•
None
Other Public
Company Boards:
•
WNS (H
oldings)
Limited (New York
Stock Exchange)
Jason T.
Liberty
|
10
|
2025 Proxy Statement
|
|
|
OUR DIRECTOR NOMINEES
|
BACKGROUND:
Ms. Montiel served as Deputy Chief Executive Officer and Vice Chairman of Deloitte LLP from 2011
through her retirement in May 2014. Prior to these positions, she held numerous senior management
roles at Deloitte, including Managing Partner (Leadership Development and Succession, Deloitte
University) from 2009 to 2011, and Regional Managing Partner from 2001 to 2009. During Ms.
Montiel’s tenure at Deloitte, she was the Advisory Partner for many public company registrants in
addition to overseeing Deloitte’s risk function. Ms. Montiel is a board member of McCormick &
Company, where she chairs the audit committee. She also served as a member of the Board of
Directors of Comcast Corporation from June 2018 to June 2024.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:
Leveraging her more than 35 years of advising companies (including providing attestation services for
public companies) across a wide cross section of industries, Ms. Montiel brings to the Board
significant financial and advisory experience. The Board also benefits from her deep and broad
working knowledge of the strategic and governance challenges faced by today’s large organizations
and her experience overseeing risk and compliance in her role as Deputy CEO of Deloitte.
Age:
73
Director Since:
December 2015
Committees:
•
Audit Committee
•
Talent and
Compensation
Committee
Other Public
Company Boards
:
•
McCormick & Company
(New York Stock
Exchange)
Maritza G.
Montiel
BACKGROUND:
Ms. Moore served as Chair and Chief Executive Officer of Time Inc. from July 2002 to September
2010 and served as Chair through December 2010. Prior to that, Ms. Moore was Executive Vice
President of Time Inc., where she had executive responsibilities for a portfolio of magazines including
Time, People, InStyle, Teen People, People en Español and Real Simple. Ms. Moore joined Time Inc.
in 1978 in Corporate Finance. Since then, she held consumer marketing positions at Sports
Illustrated, Fortune, Money and Discover, moving to general management of Sports Illustrated in
1983 and to publisher of People in 1991. From 1993 to May 2014, Ms. Moore served on the Board of
Directors of Avon Products Inc. She was also a director of the Wallace Foundation from 2004 through
June 2016.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:
Ms. Moore’s extensive experience in consumer driven publishing and media brings to the Board
recognized management and entrepreneurial capabilities. As the leader of one of the largest
magazine companies in the United States, Ms. Moore successfully expanded the footprint of many of
the company’s flagship brands and oversaw her company’s transition to digital platforms.
Age:
74
Director Since:
May 20
12
Committees:
•
Talent and
Compensation
Committee
Other Public
Company Boards:
•
None
Ann S. Moore
|
|
2025 Proxy Statement
|
11
|
|
OUR DIRECTOR NOMINEES
|
BACKGROUND:
Eyal Ofer has served as a director of the Company since May 1995. He is Chairman of his multi-
generational family group, Ofer Global, leading a private portfolio of international businesses
principally focused on maritime shipping, real estate, energy, technology, banking and large public
investments. These include its shipping division, Zodiac Group, an international shipping enterprise
operating one of the world's largest private diversified fleets, and its real estate arm, Global Holdings
Group, a property holding conglomerate with over 12 million square feet of real estate, specializing in
large-scale office buildings, hotels and luxury residential developments, as well as other investment
and development assets. In 2017, Eyal Ofer launched O.G. Venture Partners, a single LP Venture
Capital fund which has in excess of $1bn AUM. He also leads the group’s O.G. Energy division,
which has interests including renewable energy projects focused on wind, solar and forestry, and is a
global leader in the provision of FSO and FPSO units through Omni Offshore Terminals.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:
Mr. Ofer brings to the Board over 35 years of significant leadership in the international maritime
industry, including 30 years of service on our Board of Directors. Mr. Ofer also provides considerable
expertise in both real estate and finance matters, having played a leading role throughout his career
in both expanding and diversifying his family’s shipping enterprise into sectors including real estate,
cruise lines, hotels, banking and technology.
Age:
74
Director Since:
May 1995
Committees:
•
Safety
, Environment,
Sustainability and
Health
Committee
•
Nominating and
Corporate Governance
Committee
Other Public
Company Boards:
•
None
Eyal M.
Ofer
BACKGROUND:
Mr. Sørensen brings to the Board over 20 years of experience in the aviation industry, having served
as the President and Chief Executive Officer of Austrian Airlines Group from 2001 through 2006. Prior
to that, he served in a variety of roles with Scandinavian Airlines Systems, including as Executive
Vice President and Deputy CEO. He currently serves as a board member and chairman for a number
of corporations throughout Europe and Canada, including Air Canada, Pantheon Infrastructure Trust,
Parques Reunidos SA, CNH Industrial and Vakantie Discounter. Mr. Sørensen also previously served
on the board of Scandic Hotels AB, SSP Group and DFDS.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:
Mr. Sørensen’s breadth of experience in the aviation industry and the insurance industry brings useful
insight to the Board, especially with respect to matters impacting the travel industry and risk
management. He also provides significant experience within the shipping industry gained through his
prior service as Deputy Chairman of DFDS A/S, one of the largest short seas operators in Europe.
Through his service on a number of other boards in Europe and Canada, Mr. Sørensen also provides
the Board with diverse perspectives.
Age:
65
Director Since:
July 2011
Committees:
•
Audit Committee
•
Talent and
Compensation
Committee
(Chair)
Other Public
Company Boards
:
•
Air Canada (
Toronto
Stock Exchange)
•
CNH Industrial (New
York Stock Exchange
and Milan Stock
Exchange)
•
Pantheon Infrastructure
Plc (London Stock
Exchange)
Vagn O. Sørensen
|
12
|
2025 Proxy Statement
|
|
|
OUR DIRECTOR NOMINEES
|
BACKGROUND:
Mr. Thompson currently serves as Chief Executive Officer of Cleveland Avenue, LLC, a food,
beverage and technology investment company, which he founded in 2015. From 2012 to March 2015,
Mr. Thompson served as President and Chief Executive Officer of McDonald’s Corporation.
Previously, Mr. Thompson served as President and Chief Operating Officer of McDonald’s
Corporation from 2010 to 2012 and President of McDonald’s USA from 2006 to 2010. Prior to joining
McDonald’s, Mr. Thompson served six years as an Electrical Engineer for the Northrop Corporation,
where he specialized in power supply design and manufacturing for high technology radar systems.
Mr. Thompson served as director of McDonald’s Corporation from 2011 to March 2015, a director of
Exelon Corporation from 2007 to 2013 and a director of Beyond Meat, Inc. from 2015 to May 2021.
He also served as an Advisory Board member of DocuSign, Inc. from 2015 to 2018 and a Trustee of
Purdue University from 2009 to 2022. Mr. Thompson has served as a director of Northern Trust
Corporation since March 2015 and has been a member of the board of directors of Footprint
International HoldCo Inc. since April 2021, and has served as chairman of the board since June 2021.
He also serves on numerous civic and philanthropic boards. He is a member of the Commercial and
Economic Clubs of Chicago, World Business Chicago and the Arthur M. Brazier Foundation. He
serves as a director for Northwestern Memorial HealthCare and a Trustee on the board of the
Cleveland Avenue Foundation for Education.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:
Mr. Thompson brings to the Board significant strategic leadership and collaboration skills as well as
valuable global business perspective. His 25-year career at McDonald’s, the world’s leading global
foodservice retailer, culminated in him leading the company from 2012 through 2015. In his role as
President & CEO of McDonald’s, Mr. Thompson directed strategy and operations for over 30,000
restaurants in over 100 countries, working closely with thousands of independent owner/operators,
corporate staff and restaurant employees around the world.
Age:
62
Director Since:
May 2015
Committees:
•
Safety, Environment,
Sustainability and
Health Committee
•
Talent and
Compensation
Committee
Other Public
Company Boards:
•
Northern Trust
Corporation (N
asd
aq
Global Select Market)
Donald
Thompson
BACKGROUND:
Mr. Wilhelmsen is Chairman of the board of directors of AWAS Holding AS, the holding company for
the Awilhelmsen group, one of Norway’s largest family-owned investments companies. Mr.
Wilhelmsen has been the Chairman of the board of directors since 2008 and was prior to this the
Chief Executive Officer of the Awilhelmsen group from 2005 to 2008. From 1995 to 2005 Mr.
Wilhelmsen held a variety of positions withing the Awilhelmsen Group. From 2011 until its merger into
the Awilhelmsen group in 2023, Mr. Wilhelmsen also served as Chairman of the Board of Aweco
Invest AS, a family office with financial investments, philanthropy and social impact activities.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:
As the leader of an investment company with varied interests across a number of business segments,
including cruise, software development for health services, insurance, real estate, retail, offshore
wind, shipping and offshore oil service, Mr. Wilhelmsen brings a diverse knowledge base and
strategic insight to the Board. As the representative of one of the Company’s largest shareholders
and one of the Company’s original founders, Mr. Wilhelmsen also provides a valuable historical
perspective to the Board.
Age:
59
Director Since:
April 2003
Committees:
•
Safety
, Environment,
Sustainability
and
Health Committee
•
Nominating and
Corporate Governance
Committee
Other Public
Company Boards:
•
None
Arne Alexander Wilhelmsen
|
|
2025 Proxy Statement
|
13
|
|
OUR DIRECTOR NOMINEES
|
BACKGROUND:
Ms. Yeung served as Corporate Vice President, Operations Science and Advanced Technology at
FedEx Corporation, a global logistics company with a broad portfolio of transportation, e-commerce
and business services until December 2024. In her role, she was responsible for driving critical
aspects of FedEx’s innovation and transformation strategy including scaling up robotics and
automation technology, autonomous vehicles, decision science, and electromobility. Ms. Yeung joined
FedEx in 1998 and served in various marketing, innovation, and technology roles since then. Prior to
her most recent role, she was Vice President – Advanced Technology & Innovation at FedEx
Corporation from 2015 to 2021. She also previously served as a Board of Director for the Mid-South
Food Bank between 2013 and 2022.
SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:
Ms. Yeung brings to the Board nearly 30 years of global experience in strategy, innovation,
technology, global operations, supply chain, digitization, and sustainability. She is a well recognized
expert in both advanced technology/AI and logistics operations space, frequently speaking at high
profile industry forums including Fortune, CES, Reuters, TechCrunch, MIT, and World50. In 2024,
Rebecca was recognized by Reuters Events as one of the Top 20 Women in Enterprise AI.
Age:
53
Director Since:
March 2023
Committees:
•
Aud
it C
ommittee
Other Public
Company Boards:
•
Columb
us
McKinnon
(NASDA
Q)
Rebecca
Yeung
|
14
|
2025 Proxy Statement
|
|
|
OUR BOARD'S COMPOSITION
|
TABLE OF CONTENTS
|
Our Board’s Composition
Our Board is made up of a diverse group of leaders with substantial experience in their respective fields. We believe that our
directors should possess the highest personal and professional ethics, integrity and values, demonstrate the ability to act
candidly, show a willingness and ability to evaluate, challenge and stimulate, have demonstrated leadership ability and a
proven record of accomplishment as well as expertise in business, professional, academic, political or community affairs, and
be committed to representing the long-term interests of the shareholders. Our Board believes that the combination of the
various skills, qualifications and experiences of the director nominees contributes to an effective and well-functioning Board
and that, individually and
as a whole, the director nominees possess the necessary qualifications to provide effective oversight
and insightful strategic guidance.
Board
Snapshot
*
* As of the date of this Proxy Statement.
Demographics
Independence
Tenure
Age
Women
Hispanic
African American
Asian
|
|
2025 Proxy Statement
|
15
|
|
TABLE OF CONTENTS
|
OUR BOARD'S COMPOSITION
|
Skills and Experience
Our Board periodically reviews the appropriate skills and expertise required of the Board in order to successfully carry out its
responsibilities both in the near term and into the future. This assessment includes business experience and expertise – all in
the context of an assessment of the perceived needs of the Board at that time.
|
Skills and Experience
|
Brock
|
Fain
|
Howe, Jr.
|
Kimsey
|
Leavitt
|
Liberty
|
McPherson
|
Montiel
|
Moore
|
Ofer
|
Sørensen
|
Thompson
|
Wilhelmsen
|
Yeung
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Risk
Management
Industry
Maritime
Executive
Leadership
Regulated
Business
Government /
Public Policy
Corporate
Responsibility /
Environmental
Finance /
Accounting
Global
Enterprise
Technology /
Innovation /
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Consumer
Business
|
16
|
2025 Proxy Statement
|
|
|
BOARD SELECTION AND EVALUATION
|
TABLE OF CONTENTS
|
Board Selection and Evaluation
PROCESS FOR IDENTIFYING AND ADDING NEW DIRECTORS
We believe that our directors should possess the highest personal and professional ethics, integrity and values, demonstrate
the ability to act candidly, show a willingness and ability to evaluate, challenge and stimulate, have demonstrated leadership
ability and a proven record of accomplishment as well as expertise in business, professional, academic, political or community
affairs, and be committed to representing the long-term interests of our shareholders.
1. Assessment of Potential Candidates
The Board recognizes the value of diverse backgrounds and endeavors to have a Board composed of individuals
with a wealth of leadership experience, diverse viewpoints, knowledge, skills and business experience in the
substantive areas that impact our business and align with our strategy. The Board is currently composed of fourteen
directors with a variety of attributes that contribute to the Board’s collective strength.
The Nominating and Corporate Governance Committee assesses potential candidates based on their history of
achievement, the breadth of their business experiences, whether they bring specific skills or expertise in areas that
the committee has identified as desired and whether they possess personal attributes and experiences that will
contribute to the sound functioning of our Board. In addition, the Board evaluation process described below is an
important determinant for Board refreshment.
2. Use of a Third-Party Search Firm
The Nominating and Corporate Governance Committee typically uses a professional search firm to help identify,
evaluate and conduct due diligence on potential director candidates. Using a professional search firm supports the
committee in conducting a broad search and looking at a diverse pool of potential candidates.
The Nominating and Corporate Governance Committee also maintains an ongoing list of potential candidates and
considers recommendations made by members of the Board.
3. Shareholder Nominations
In addition, the Nominating and Corporate Governance Committee considers all shareholder recommendations for
director candidates and applies the same standards in considering candidates submitted by shareholders as it does
in evaluating all other candidates. Shareholders can recommend candidates by writing to the Nominating and
Corporate Governance Committee in care of the Company’s Corporate Secretary, at 1050 Caribbean Way, Miami,
Florida 33132 or via email to
corporatesecretary@rccl.com
.
Shareholders who wish to submit nominees for election
at an ann
ual or special meeting of shareholders should
|
|
2025 Proxy Statement
|
17
|
|
TABLE OF CONTENTS
|
BOARD SELECTION AND EVALUATION
|
Director Onboarding and Continuing Education
We maintain a comprehensive director onboarding program to familiarize all new directors with the Company’s business,
including its plans, significant financial, accounting and risk management issues, policies and compliance processes, strategic
priorities and members of senior management. Each director’s onboarding is tailored to take into account the individual’s prior
experience and background and to ensure the director becomes knowledgeable about the most important issues affecting the
Company and its business. The onboarding process includes a series of meetings with members of senior management and
their staff for briefings.
We also provide directors with membership to the National Association of Corporate Directors (NACD), which provides
directors with access to continuing education, research materials, and publications relating to corporate governance, board
leadership, corporate responsibility matters, and other topical information relevant to their interests. From time to time,
members of management also present to the Board or its committees on new developments in areas relevant to the Company.
Our Board Evaluation Process
The Nominating and Corporate Governance Committee has oversight responsibility for the annual Board and committee
evaluation process and uses feedback from the evaluation to identify director nominees.
Review of the Format
The Nominating and Corporate Governance Committee periodically reviews the format of the Board and committee
evaluation process to ensure that actionable feedback is solicited on the performance of the Board and the
committees. From time to time, these evaluations may be conducted using a third-party consultant.
Discussions with Directors Utilizing Questionnaires
For the 2024 evaluation process, the Chair of the Nominating and Corporate Governance Committee had one-on-
one discussions with all directors utilizing questionnaires. The questionnaires solicited commentary on various
topics, including Board and committee composition and performance, meeting materials, access to management,
among other matters. Directors were also invited to discuss the performance of other Directors.
Use of Results to Guide Board Enhancement
The Chair of the Nominating and Corporate Governance Committee aggregated the feedback received from
individual discussions with directors and presented the findings to the Chair of each Committee as it relates to his
or her respective committee. The data identified any themes or issues that had emerged and included suggestions
for areas of improvement. The Chair of the Nominating and Corporate Governance Committee also presented the
aggregated feedback to the full Board. The Board used these results to review and assess the Board’s and each
committee’s composition and required skill sets, responsibilities, structure, processes and effectiveness.
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EXECUTIVE SUCCESSION PLANNING
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TABLE OF CONTENTS
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Executive Succession Planning
Succession planning and execution is one of the Board’s most important responsibilities, and the success of the Company’s
recent leadership transitions is a testament to the care and diligence that the Board has devoted to this key topic. The Board’s
succession planning activities are strategic, long-term and supported by the Board’s committees and external consultants. In
accordance with our Corporate Governance Principles, our Talent and Compensation Committee has primary responsibility for
reviewing our talent development programs and initiatives for senior executives and for periodically reviewing our programs
and practices for overseeing the continuity of capable management. The Nominating and Corporate Governance Committee
has primary responsibility for overseeing a CEO transition.
Consistent with the emphasis on preparedness and succession planning, the Board periodically reviews an emergency CEO
succession plan, which details the actions to be taken by specific individuals in the event the CEO suddenly dies or becomes
incapacitated. The plan is designed to ensure that appropriate steps can be taken to minimize disruption to the Board and the
company’s governance.
Evaluation of Potential Successors
A key responsibility of the Talent and Compensation Committee is the identification and evaluation of potential
successors for the CEO position and other executives. This includes our CEO, CFO, Brand Presidents and other
positions that have been identified as integral to our business. Regularly, the Talent and Compensation
Committee, in consultation with the CEO and with the assistance of external consultants, as necessary, reviews
the skills, experiences and attributes that the Committee believes are required and/or desirable for the CEO and
other executives in light of the Company’s then current business strategy, prospects and challenges. For each
candidate, the Committee evaluates strengths, contributions, candidate readiness, and areas for development.
Recommendations from the CEO
The CEO makes available his recommendations and evaluations of potential successors, along with a review of
any development plans recommended for such individuals.
CEO Transition Process
In the event of a CEO transition, the Nominating and Corporate Governance Committee, in consultation with the
CEO, provides oversight of the CEO transition process.
Ongoing Review by the Board
The Board routinely engages with the Company’s leadership team on matters of talent and culture, including
around the development of the Company’s talent pipeline and succession plans for key executive positions.
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2025 Proxy Statement
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TABLE OF CONTENTS
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CORPORATE GOVERNANCE
|
Corporate Governance
BOARD LEADERSHIP STRUCTURE
The Board is responsible for the overall performance of the Company through oversight of management and stewardship of
the Company. Consequently, the Board believes that the independent directors should have strong defined leadership roles.
The current leadership structure of the Board consists of:
|
Name
|
Title
|
|
Richard Fain
|
Chair of the Board
|
|
William Kimsey
|
Lead Independent Director
|
|
Stephen R. Howe, Jr.
|
Chair of Audit Committee
|
|
Vagn O. Sørensen
|
Chair of Talent and Compensation Committee
|
|
John F. Brock
|
Chair of Nominating and Corporate Governance Committee
|
|
Gov. Michael Leavitt
|
Chair of Safety, Environment, Sustainability and Health Committee
|
SEPARATION OF CHAIR AND CEO POSITION
The Board recognizes that the leadership structure and combination or separation of the CEO and Chair roles are driven by
the needs of the Company. As a result, no static policy exists requiring the combination or separation of leadership roles. The
Board regularly reviews Board leadership structure and concluded that separating the positions of Chair and CEO is
appropriate at this point in time.
LEAD INDEPENDENT DIRECTOR
Our Corporate Governance Principles provides for a strong defined leadership role for a Lead Independent Director (Lead
Director). Our current Lead Director is Mr. Kimsey who has served in that role since 2013. Mr. Kimsey will not be standing for
re-election at the Annual Meeting.
The Board plans to designate a new Lead Independent Director to replace Mr. Kimsey
following his departure.
Lead Independent Director
Under our Corporate Governance Principles, the independent directors annually elect an independent director to serve as
Lead Director. While the Board has currently separated the positions of Chair and CEO, the Board believes that a lead
independent director continues to bring balance to our Board management.
Key Responsibilities
•
Calls meetings of the independent directors.
•
Presides at all meetings of the Board at which the Chair is not present, including executive sessions of the independent
directors.
•
Facilitates communication between the independent directors, our Chair and our CEO.
•
Provides independent Board leadership.
•
Advises on meeting agendas, and other information sent to the board, taking into account requests of other Board
members, as appropriate.
•
Engages with our other independent directors to identify matters for discussion at executive sessions of independent
directors and advises our Chair and our CEO of any decisions reached, and suggestions made at the executive
sessions.
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2025 Proxy Statement
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CORPORATE GOVERNANCE
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TABLE OF CONTENTS
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INDEPENDENCE
Under our corporate governance principles, at least two thirds of our directors are required to be independent within the
meaning of the NYSE standards of independence for directors. Our Corporate Governance Principles contain guidelines
established by the Board to assist it in determining director independence in accordance with these NYSE standards. The
Board believes that directors who do not meet the NYSE independence standards also make valuable contributions to the
Board and to the Company by reason of their experience and wisdom, and the Board expects that some minority of its Board
will not meet the NYSE independence standards.
To be considered independent under the NYSE independence standards, the Board must determine that a director does not
have any direct or indirect material relationship with the Company or any of its subsidiaries. The Board has established
guidelines to assist it in determining director independence in accordance with those standards, which are available on the
corporate governance section on our website at www.rclinvestor.com.
Each director must regularly disclose to the Board whether his or her relationships satisfy these independence tests. Based on
these disclosures and other information available to it, the Board has determined that all of the directors are independent with
the exception of Mr. Liberty due to his current service as CEO.
MEETINGS
The Board held 5 meetings during 2024. In 2024, each of our directors attended at least 75% of an aggregate of all meetings
of the Board and of any committees on which he or she served during the period the director was on the Board or committee.
Our independent directors regularly meet in executive session without management directors present. The Lead Director
presides at such meetings.
We do not have a formal policy regarding Board member attendance at the annual shareholders meeting. Three of our Board
members were in attendance at our 2024 shareholders meeting in person.
Board Committees
The Board has established four standing committees: the Audit Committee, the Nominating and Corporate Governance
Committee, the Safety, Environment, Sustainability and Health Committee, and the Talent and Compensation Committee.
Each of the standing committees is composed solely of independent directors. Each standing committee has adopted a written
charter, meets periodically throughout the year, reports its actions and recommendations to the Board, receives reports from
senior management, annually evaluates its performance and has the authority to retain outside advisors in its discretion. The
primary responsibilities of each committee are summarized in the charts below and set forth in more detail in each committee’s
written charter, which can be found in the corporate governance section on our we
bsite at www.rclinvestor.com.
In addition to
these committees, the Board, from time to time, authorizes additional Board committees to assist the Board in executing its
responsibilities.
|
Name
|
Committee Membership
|
||||
|
AC
|
TCC
|
NGC
|
SESH
|
||
|
John F. Brock
|
•
|
•
|
|||
|
Richard D. Fain
|
|||||
|
Stephen R. Howe, Jr.
|
•
|
•
|
|||
|
William L. Kimsey
|
•
|
•
|
|||
|
Michael O. Leavitt
|
•
|
||||
|
Jason T. Liberty
|
|||||
|
Amy McPherson
|
•
|
||||
|
Maritza G. Montiel
|
•
|
•
|
|||
|
Ann S. Moore
|
•
|
||||
|
Eyal M. Ofer
|
•
|
•
|
|||
|
Vagn O. Sørensen
|
•
|
•
|
|||
|
Donald Thompson
|
•
|
•
|
|||
|
Arne Alexander Wilhelmsen
|
•
|
•
|
|||
|
Rebecca Yeung
|
•
|
||||
AC
Audit Committee
NGC
Nominating and Corporate Governance Committee
SESH
Safety, Environment, Sustainability and Health Committee
TCC
Talent and Compensation Committee
Chair
Member
|
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2025 Proxy Statement
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21
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TABLE OF CONTENTS
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CORPORATE GOVERNANCE
|
RESPONSIBILITIES:
•
Identification of individuals qualified to become Board members
•
Recommendation to the Board of director nominees
•
Recommendation to the Board of Corporate Governance Principles
•
Recommendation to the Board of Board committee membership, structure and operations
structure, operations and Board reporting
•
Oversee corporate governance matters (other than matters delegated by the Board to other Board
Committees)
•
Oversee evaluation of Board and management performance
•
Oversee any CEO transition
INDEPENDENCE:
•
The Board has determined that each member of the Nominating and Corporate Governance
Committee is independent within the meaning of the NYSE standards of independence for directors
Nominating
and Corporate
Governance
Committee
Members:
•
John F. Brock (Chair)
•
Stephen R. Howe, Jr.
•
William L. Kimsey
•
Eyal M Ofer
•
Arne Alexander
Wilhelmsen
4
Meetings Held
During 2024
RESPONSIBILITIES:
•
Oversight of:
◦
the quality and integrity of our financial statements
◦
the qualifications and independence of our principal independent auditor
◦
the performance of our internal audit function and principal independent auditor
◦
our compliance with the legal and regulatory requirements in connection with the foregoing
•
Review of and discussions with management and the principal independent auditor regarding the
annual audited and quarterly financial statements of the Company and related disclosures
•
Discuss with management the guidelines and policies by which management assesses and
manages the Company’s exposure to risk, including a discussion of the Company’s major
enterprise risk exposures and the steps management has taken to monitor and mitigate such
exposures
•
Discuss with management policies regarding the Company’s information system and data privacy
controls, and cybersecurity
•
Review of the controls and procedures related to the Company’s environmental, social and
governance disclosures
INDEPENDENCE AND FINANCIAL EXPERTISE:
•
The Board has determined that each member of the Audit Committee is independent within the
meaning of the NYSE and SEC standards of independence for directors and audit committee
members
•
The Board has concluded that Mr. Howe, Mr. Kimsey, Ms. Montiel and Mr. Sørensen each qualify as
an “audit committee financial expert” within the meaning of SEC rules
Audit
Committee
Members:
•
Stephen R. Howe Jr.
(Chair)
•
William L. Kimsey
•
Maritza G. Montiel
•
Vagn O. S
ør
ensen
•
Rebecca Yeung
7
Meetings Held
During 2024
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2025 Proxy Statement
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CORPORATE GOVERNANCE
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TABLE OF CONTENTS
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RESPONSIBILITIES:
•
Approving and evaluating the executive compensation plans, policies and programs of the Company
•
Annual determination of CEO compensation levels, taking into account corporate goals and CEO
performance against these goals
•
Annual determination of senior executive compensation levels
•
Periodic review and recommendations for director compensation
•
At least annual review of potential successors for the CEO position and periodic review of emergency
succession planning
•
Periodic review of talent development programs and initiatives for senior management, and human
capital management strategies
•
Review and approve the creation or revision of any clawback policy
•
Oversight of stock ownership guidelines
INDEPENDENCE:
•
The Board has determined that each member of the Talent and Compensation Committee is
independent within the meaning of the NYSE and SEC standards of independence for directors
and compensation committee members
Talent and
Compensation
Committee
Members:
•
Vagn O. S
ør
ensen
(Chair)
•
John F. Brock
•
Amy McPherson
•
Maritza G. Montiel
•
Ann S. Moore
•
Donald Thompson
4
Meetings Held
During 2024
RESPONSIBILITIES:
•
Oversight of our management concerning the implementation and monitoring of our safety
(including security), environmental, sustainability and health programs and policies
•
Review and monitor our overall strategies, policies and programs that impact the safety,
environment and health of our guests, crew, the communities where we operate and the ports
where our ships call
•
Monitor our overall development of strategies, policies and practices in the areas of energy
consumption, greenhouse gas, physical and transition risks related to climate change and other
criteria, pollutant emissions, waste disposal and water use
•
Review significant safety, environmental and health incidents
•
Review of our programs and policies relative to environmental sustainability and our environmental
sustainability reporting
Safety,
Environment,
Sustainability
and Health
Committee
Members:
•
Michael O. Leavitt
(Chair)
•
Eyal M. Ofer
•
Donald Thompson
•
Arne Alexander
Wilhelmsen
4
Meetings Held
During 2024
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2025 Proxy Statement
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|
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TABLE OF CONTENTS
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CORPORATE GOVERNANCE
|
Board Risk Oversight
Board Oversight
The Board oversees the Company’s risk profile and management’s processes for assessing and managing risk, through
both the whole Board and its committees. At least annually, the Board reviews strategic risks and opportunities facing
the Company and its businesses. The Board also holds regular stand-alone reviews on specific risks identified in
management's enterprise risk assessment. Other imp
ortant categories of risk are assigned to designated Board
committees that report back to the full Board.
Committees of the Board
Committees of the Board consider and review with management at regularly scheduled committee meetings ongoing
financial, strategic, operational, legal and compliance risks inherent in the business activities applicable to each
committee’s area of responsibility.
The committee chairs inform the Board of the outcome of these reviews through reports to the Board at the regularly
scheduled Board meetings.
Audit Committee
•
Reviews the Company’s guidelines and policies with respect to risk assessment
•
Oversees management of risks relating to financial accounting and compliance matters, including risks associated
with financial reporting, internal controls, t
he internal audit function
, the Company’s cybersecurity plans, and the
Ethics and Compliance Program
Nominating and Corporate Governance Committee
•
Oversees Company’s overall corporate governance, including its corporate governance principles, Board and
committee structure and composition, Board’s evaluation process, director nominations, and the Board reporting
arrangements of the various committees
Talent and Compensation Committee
•
Oversees risks that are inherent in the design of the Company’s compensation plans, policies and practices
Safety, Environment, Sustainability and Health Committee
•
Oversees risks related to the Company’s programs and policies in the areas of safety, environment, sustainability,
and health
Management
Management annually performs a Company-wide enterprise risk assessment under the supervision of the Audit &
Advisory Services department. This assessment:
•
is updated at least once during the course of the year;
•
identifies those risks inherent in our business plans and strategies with the greatest potential to impact the
achievement of our business objectives; and
•
is used to provide us with a risk-based approach to managing our business.
Management reviews and discusses the risk assessment report and updates thereto with the Audit Committee and the
Board.
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2025 Proxy Statement
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CORPORATE GOVERNANCE
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TABLE OF CONTENTS
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Cybersecurity Risk Oversight
Our Board, in coordination with the Audit Committee, is actively engaged in reviewing management's processes for assessing
and managing cybersecurity risks. The Board reviews cybersecurity at least annually. The Audit Committee provides oversight
on the Company’s management of cybersecurity risks. On a quarterly basis or as needed, the Audit Committee receives
updates from management on cybersecurity risks resulting from risk assessments, progress of risk reduction initiatives,
external auditor feedback, control maturity assessments, and relevant internal and industry cybersecurity incidents. In addition,
the Chair of the Audit Committee regularly informs the Board of the outcome of the Audit Committee's reviews at scheduled
Board meetings.
Our cybersecurity program is led by our Chief Information Officer (CIO) and the Chief Information Security Officer (CISO).
They are supported by Information Security Officers who work closely with our operational teams. Our CIO and CISO have
more than 35 years of collective experience in the cybersecurity field. The CISO reports to the CIO and is generally
responsible for management of cybersecurity risk and the protection and defense of our networks and systems. The CISO
regularly informs our internal Disclosure Committee, Chief Financial Officer, and our President and Chief Executive Officer of
cybersecurity risks and incidents as per our internal cyber risk framework. This also helps ensure that the highest levels of
management are kept abreast of our cybersecurity posture and potential risks.
Executive Compensation Risk
Oversight
We monitor the risks associated with our compensation programs and individual executive compensation decisions on an
ongoing basis. Each year, management undertakes a review of our various compensation programs to assess the risks arising
from our compensation policies and practices. In 2024, management reviewed each plan and program for risk features and
presented its findings to the Talent and Compensation Committee. The risk assessments included a review of the primary
design features of our compensation plans, the process to determine compensation pools and awards for employees and an
analysis of how those features could directly or indirectly encourage or mitigate risk-taking.
As part of the risk assessments, the Talent and Compensation Committee considered the following factors, among others:
•
the Company’s annual incentive plan has capped payouts and other appropriate safeguards in place, including minimum
performance thresholds that must be met before funding occurs;
•
performance metrics support the Company's business strategy and are reasonable in light of past performance;
•
historically a large percentage of executive compensation has been paid in the form of long-term equity awards;
•
equity awards vest over a multiple-year cycle, which aligns incentives with appropriate risk-taking;
•
senior management is subject to share ownership and clawback policies; and
•
no special awards were granted during 2024.
Based on this review, management and the Talent and Compensation Committee believe that the nature of our business, and
the material risks we face, are such that the compensation plans, policies and programs we have put in place are not
reasonably likely to give rise to risks that would have a material adverse effect on our business.
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2025 Proxy Statement
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|
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TABLE OF CONTENTS
|
OTHER CORPORATE GOVERNANCE HIGHLIGHTS
|
|
Shareholder Engagement
WHY WE ENGAGE
Engage with shareholders to gather feedback on
compensation and governance practices ahead of the
Annual Meeting of Shareholders.
Fall
Winter
Who we contacted
In 2024, we reached out to all of
our top
25 shareholders
, representing 60% of
our outstanding shares of common stock.
Who is involved in engagement
•
Members of our Investor Relations team as well as our
•
CEO;
•
CFO;
•
Chief People and Outreach Officer; and
•
Relevant subject matter experts from the management
team participated in these meetings as appropriate.
Who we engaged
Based on this outreach, we scheduled
and held meetings with 9
of our top 25
investors
who held an aggregate 40% of
the outstanding shares of our common
stock (or 70% of the common stock held
by our top 25 investors).
Topics of engagement
During our meetings with investors, we discussed:
•
Board composition; and
•
Current business performance.
60%
40%
SHAREHOLDER ENGAGEMENT PROCESS
We maintain an ongoing, proactive outreach effort with our shareholders. Throughout the year, members of our
Investor Relations team and members of senior management engage with shareholders in order to:
•
Provide visibility and transparency into our business, our performance, and our corporate governance,
Corporate Responsibility and compensation practices;
•
Discuss with our shareholders the issues that are important to them and share our views; and
•
Assess emerging issues that may affect our business, inform our decision-making, enhance our corporate
disclosures, and help shape our future practices.
2024 SHAREHOLDER ENGAGEMENT
Spring
Summer
Review results from the Annual Meeting of Shareholders
and conduct targeted responsive engagements with
shareholders who did not express support for
management proposals.
Conduct comprehensive engagement with
shareholders to discuss developments in the
Company’s business and strategy, corporate
governance matters, executive compensation design,
and business priorities for the upcoming year.
Review shareholder feedback from Fall engagement
and discuss with Board potential changes to executive
compensation or governance practices in light of
feedback received, as well as recommend
enhancements to our public disclosures.
This engagement outreach was in addition to other meetings and discussions that management and our Investor Relations
team had throughout the year with shareholders through quarterly earnings calls, individual meetings, road shows,
conferences and investor days.
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2025 Proxy Statement
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OTHER CORPORATE GOVERNANCE HIGHLIGHTS
|
TABLE OF CONTENTS
|
|
Other Governance Highlights
We are committed to maintaining st
rong governance policies and practices, som
e of which we highlight below:
Current Board Composition and
Refreshment
ü
3 independent directors joined
the Board within the last 5 years
ü
The members of our Board
represent a range of
backgrounds and experiences
ü
4 “audit committee financial
experts” on our Audit Committee
Current Board Independence
ü
92% of our directors are
independent (13 out of 14). Our
Corporate Governance
Principles require two-thirds of
our directors to be independent
ü
Lead Independent Director with
robust duties and responsibilities
ü
All members of our Board
Committees are independent
Board Responsibilities and
Practices
ü
All directors attended at least
75% of Board and applicable
Board committee meetings
ü
Our independent directors
regularly meet in executive
session without management
present, during which the Lead
Director presides
ü
On an annual basis, the
Nominating and Corporate
Governance Committee
oversees an evaluation of Board
and Board committees'
performance
ü
The Board, with the support of
the Nominating and Corporate
Governance Committee and the
Talent and Compensation
Committee, is actively involved
in overseeing CEO succession
planning
Rights of Shareholders
ü
Annual election of directors
ü
Majority of votes cast
ü
Shareholders with at least 50%
of the outstanding shares can
call Special Meetings
ü
Annual advisory say-on-pay vote
ü
No poison pill
Political Contributions Disclosure
ü
Maintain a U.S. Political
Contributions and Disclosure
Policy
◦
No independent expenditures
directly in support of or in
opposition to any candidate
◦
Permissible contributions must
be approved by Senior Vice
President, Corporate Affairs
(or U.S. subsidiary’s most
senior officer)
ü
Policy and annual voluntary
disclosures posted on RCG’s
website
Compensation Accountability
ü
Equity ownership guidelines
◦
CEO — 6x salary
◦
Other named executive
officers — 3x salary
◦
Board of Directors —
$500,000
ü
Prohibits members of the Board
of Directors and Section 16
officers from hedging or pledging
company securities
ü
Equity and annual incentive
plans provide for recoupment in
case of a restatement for
material non-compliance with
financial reporting requirements
|
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2025 Proxy Statement
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TABLE OF CONTENTS
|
OTHER CORPORATE GOVERNANCE HIGHLIGHTS
|
|
Cert
ain Relationships and Related Person Transactions
REVIEW AND APPROVAL RELATED PERSON TRANSACTIONS
We have a written Related Person Transaction Policy that requires review of all relationships and transactions in which the
Company is a participant and in which a “related person” (including any director, director nominee, executive officer or greater
than 5% beneficial owner of the Company or any immediate family member of the foregoing) has a direct or indirect material
interest. Under this policy, each director, director nominee and executive officer is required to promptly notify the Corporate
Secretary of any such transaction. The Corporate Secretary then presents such transactions to the Audit Committee, which is
responsible for reviewing and determining whether to approve or ratify the transactions. The following types of transactions are
deemed not to create or involve a material interest on the part of the related person and do not require approval or ratification
under the policy, unless the Audit Committee determines that the facts and circumstances of the transaction warrant its review:
•
transactions involving the purchase or sale of products or services in the ordinary course of business, not exceeding
$120,000;
•
transactions in which the related person’s interest derives solely from his or her service as a director of another corporation
or organization that is a party to the transaction;
•
transactions in which the related person’s interest derives solely from his or her ownership of less than 10% of the equity
interest in another person (other than a general partnership interest) which is a party to the transaction;
•
transactions in which the related person’s interest derives solely from his or her ownership of a class of equity shares of the
Company and all holders of that class of equity securities received the same benefit on a pro rata basis;
•
compensation arrangements of any executive officer, other than an individual who is an immediate family member of a
related person; and
•
non-executive director compensation arrangements.
In reviewing transactions submitted to them, the Audit Committee reviews and considers all relevant facts and circumstances
to determine whether the transaction is in, or not inconsistent with, the best interests of the Company and its shareholders,
including, without limitation:
•
the commercial reasonableness of the terms;
•
the benefit and perceived benefit, or lack thereof, to the Company;
•
opportunity costs of alternative transactions;
•
the character of the related person’s interest; and
•
the actual or apparent conflict of interest of the related person.
If after the review described above, the Audit Committee determines not to approve or ratify the transaction, it will be cancelled
or unwound as the Audit Committee considers appropriate and practicable.
RELATED PERSON TRANSACTIONS
There were no related person transactions during 2024.
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OTHER CORPORATE GOVERNANCE HIGHLIGHTS
|
TABLE OF CONTENTS
|
|
Delinquent Section
16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our directors and executive officers and
persons who own more than 10% of the outstanding Common Stock to file reports of ownership and changes in ownership of
Common Stock and other equity securities with the SEC. Based on our review of such reports and written representations from
our directors and officers, we believe that such persons complied on a timely basis with all Section 16(a) filing requirements
during the fiscal year ended December 31, 2024, except that, due to administrative oversight with EDGAR access codes, two
Forms 4 reporting the grant of restricted stock awards for William Kimsey and Amy McPherson were filed late.
Corporate Governance Principles
We have adopted Corporate Governance Principles which, along with our Board committee charters, provide the framework
for the governance of the Company. The Corporate Governance Principles address such matters as director qualifications,
director independence, director compensation, Board committees and committee evaluations. Copies of these principles and
our Board committee charters are posted in the corporate governance section on our website at
www.rclinvestor.com.
Code of Ethics
The Board has adopted a Code of Business Conduct and Ethics that applies to all our employees, including our executive
officers, and our directors. A copy of the Code of Business Conduct and Ethics is posted in the corporate governance section
of our website at www.rclinvestor.com and is available in print, without charge, to shareholders upon written request to our
Corporate Secretary at Royal Caribbean Cruises Ltd., 1050 Caribbean Way, Miami, Florida 33132. Any amendments to the
code or any waivers from any provisions of the code granted to executive officers or directors that require disclosure under the
applicable SEC or NYSE rules will be posted on our website at www.rclinvestor.com.
Trading in Company Securities
We have adopted a
Securities Trading Policy
governing the purchase, sale and other dispositions of our securities by our
directors, officers, and employees. We believe that the Securities Trading Policy is reasonably designed to promote
compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of the Securities
Trading Policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2024.
From time to time, the Company may engage in transactions in its own securities. It is the Company's policy to comply with all
applicable laws, rules and regulations (including appropriate approvals by the Board or appropriate committee, if required)
when engaging in transactions of its securities.
Compensation Committee Interlocks and Insider Participation
During 2024, none of the members of the Talent and Compensation Committee (a) was an officer or employee of the Company
or any of its subsidiaries, (b) was a former officer of the Company or any of its subsidiaries or (c) had any related party
relationships requiring disclosure under Item 404 of SEC Regulation S K. During 2024, no executive officer of the Company
served as a member of the board of directors or on the compensation committee of any other company, one of whose
executive officers or directors serve or served as a member of the Board or the Talent and Compensation Committee of the
Company.
Contacting Members of the Board
The Board welcomes questions and comments. Shareholders and interested parties who wish to communicate with non-
management members of the Board can address their communications to the attention of our Corporate Secretary at our
principal address at 1050 Caribbean Way, Miami, Florida 33132 or via email to corporatesecretary@rccl.com. The Corporate
Secretary maintains a record of all such communications and promptly forwards to the Lead Director those communications
that the Corporate Secretary believes require immediate attention. The Lead Director in turn, notifies the Board or the chairs of
the relevant committees of the Board of those matters that he believes are appropriate for further action or discussion.
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CORPORATE RESPONSIBILITY, CULTURE AND GOVERNANCE OVERVIEW
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Corporate Responsibility, Culture and Governance
Overview
Board Oversight
Our Board provides oversight and guidance on the Company’s performance and management of corporate
responsibility issues, including climate change, environmental stewardship, supply chain risk management, human
rights, culture and corporate responsibility reporting. Each Board Committee is tasked with oversight of certain
corporate responsibility matters that align with their areas of responsibility, as detailed in each Committee’s respective
charter.
Safety, Environment, Sustainability and Health Committee
Reviews and monitors overall strategies, policies and programs that impact the safety, environment,
sustainability and health of our guests, crew, the communities where we operate and the ports where our
ships call, as well as our overall development of strategies, policies, and practices in the areas of energy
consumption, greenhouse gas, physical and transition risks related to climate change and other criteria,
pollutant emissions, waste disposal and water use.
Talent and Compensation Committee
Oversees the Company’s human capital management strategies, including talent development, succession
planning and corporate culture.
Audit Committee
Discusses with management any potential enterprise risks associated with corporate responsibility and the
controls and procedures concerning the Company’s corporate responsibility disclosures.
Nominating and Corporate Governance Committee
Oversees various aspects of corporate governance and reviews and makes recommendations to our Board
concerning Board and committee structure and composition, consistent with the Board’s endeavor to be
composed of individuals with varying skills and backgrounds and experience in business and in other areas
that may be relevant to the Company’s activities, including those related to corporate responsibility.
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Principles and Corporate Responsibility Framework
SEA the Future
is our commitment to sustain the planet, energize the communities we visit, and accelerate innovation to
improve our planet. It is at the core of our business and is built using five key principles:
Champion Communities and the Environment
We recognize our responsibility to the guests who travel with us, the people who work for us, the communities
and destinations that we visit, and the oceans we traverse.
Promote Health and Safety
We owe it to our guests to make their trips as relaxing, safe and healthy as possible. We honor their trust and
loyalty by continually raising the bar in health and safety, data privacy and other areas central to our guests’
wellbeing.
Foster Human Rights and be an Employer of Choice
We treat our guests, employees, crew, and suppliers with dignity and respect. We act ethically and with
integrity so we all can thrive.
Advance Net Zero Innovation
We are committed to reducing emissions across our operations through innovation, collaborative
partnerships, and an accelerated transition to cleaner fuels, smarter technologies, and improved energy
efficiencies.
Govern Responsibly
We believe that good governance and transparency are critical to corporate responsibility and help us align
corporate decision-making to our corporate responsibility strategy and performance. We take an integrated
approach to board oversight, risk management and stakeholder engagement and we embed appropriate
policies and practices for ethics, compliance, and data security within our operations.
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CORPORATE RESPONSIBILITY, CULTURE AND GOVERNANCE OVERVIEW
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Responsible Operations
Throughout 2024
, Royal Caribbean Group’s efforts were concentrated on the critical needs of, and issues for, the cruise
industry:
Environmental Stewardship
Protecting the environment has been a longstanding core value for us. Thriving, healthy and sustainable
oceans are inextricably tied to the health of our business, which is why we set ambitious targets in a variety of
facets of our business to improve our operations including waste and water management, emission reduction,
and sustainable sourcing. We are proud of achieving our first significant milestone toward net zero, reducing
our carbon intensity by 10.7% from a 2019 baseline - one year ahead of our target date. Building on the
success of this initial milestone, we’ve set a new goal to reduce our carbon intensity by 15% or greater from a
2024 baseline by 2027. Additionally we continue our efforts to reduce our footprint across operations with
other targets around water consumption, purification, and waste reduction.
Energy Efficiency and Emissions Reductions
We are committed to reducing the impacts of our operations through meaningful innovation, partnerships, and
action. We have been monitoring emissions and tracking our energy consumption since 2010. In 2021, we
announced our Destination Net Zero strategy which is focused on achieving a net zero cruise ship by 2035
and net zero emissions by 2050. The strategy is built on a four-pronged approach which includes the
modernization of our global brands fleet through the introduction of new energy-efficient and alternatively
fueled vessels, continued investment in energy efficiency programs, development of alternative fuel and
alternative power solutions, and optimized deployment and integration of strategic shore-based supply
chains. Together with our partners, we are
imagining
and developing solutions to reach our efficiency and
emission reduction goals.
Creating Unforgettable Experiences
We have long maintained some of the industry’s most rigorous and thoughtful health and safety protocols. We
honor our guests’ trust and loyalty by continually raising the bar in health and safety, data privacy and other
areas central to their wellbeing. In 2024, we continued implementing initiatives to take care of our guests and
crew through innovations in public health, medical care and overall wellness.
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Responsible Tourism
At its core, tourism
depends on the beauty of the environment. Ensuring the destinations we visit are vibrant and
healthy far into the future is critical to the success of our business.
A Partnership for our Oceans
In 2016, we joined forces with World Wildlife Fund to help ensure the long-term health of the
oceans by setting, and achieving, ambitious corporate responsibility targets to lessen the
Company’s environmental impact, raise awareness of ocean conservation for our guests and
crew, and support ocean conservation projects around the world.
Exploring the World Sustainably
We deepened our commitment to responsible tourism in 2016, when we set a goal to offer our
guests 1,000 destination tours certified by the Global Sustainable Tourism Council (GSTC) by
2020. By 2021, we had more than doubled our 2020 goal, with 2,000-plus GSTC-certified
tours available to guests. GSTC-certified tour operators agree to protect the overall health of
destinations, preserve local heritage, maximize social and economic benefits to the
community, and reduce negative impacts to the environment from travel-related waste. In
2022, we continued to expand this commitment and have now set a goal to have 60% of all
tours offered by RCG certified to the GSTC standard by 2026. We are also currently pursuing
certification from GSTC for our Perfect Day at CocoCay private destination in the Bahamas.
Sourcing Sustainably
Our supply chain, through a large and diverse network of suppliers, fuels everything we do.
As a result, we collaborate with partners to support the sustainable sourcing movement and
the improvement of animal welfare throughout the food supply. Most notably we are working
with World Wildlife Fund to source Marine Stewardship Council (MSC) and Aquaculture
Stewardship Council (ASC) seafood and supporting fishery improvement projects that boost
the overall supply of responsibly produced seafood and ensure the livelihoods of artisanal
fishers and their communities. In 2024 we concluded the work towards achieving MSC and
ASC Chain of Custody certification for our vessels, ensuring full traceability of the certified
seafood we serve. With this certification, we can offer guests clear, verified information about
where their seafood comes from.
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Human Capital Management
Great vacations begin with great employees
. Each day, our employees from all around the world go above and beyond
to deliver exceptional vacations to our guests. Our leadership team, with oversight from our Board of Directors, strives
to maintain a work environment that reinforces collaboration, motivation and innovation, and believes that a strong
employee-focused culture is essential to a good business.
Our People Strategy
We’ve enhanced our human capital strategy to align with the dynamic needs of our business. In 2022, we
kicked off a transformational journey to strengthen our human capital strategy, ensuring we stay competitive
and remain an employer of choice in today’s ever-changing job market. In 2024, our focus was on end-to-end
optimization to accelerate progress with smarter decisions, better insights and less rework. This involved
refining data strategies to inform decision-making, enhancing crew management and mobility, expanding
shipboard learning and development, upskilling our leaders and workforce, and using technology to improve
the efficiency and impact of our people processes.
Culture
Our ships sail the seven seas, and we have offices around the world. Our culture reflects our global nature.
It’s brought to life through every interaction and shared experience. It flourishes when people feel valued,
empowered to be themselves and supported in reaching their full potential. We have always promoted a
workplace – both on land and at sea – that values the contribution of individual talents, skills and ideas, and
fosters belonging, trust and respect for all.
Employee Engagement and Development
We seek to attract and retain top global talent by making Royal Caribbean Group an amazing place to work.
We strive to deliver a best-in-class employee experience, ensuring our people feel valued and engaged at
every stage of their journey with us. We measure employee engagement on a semi-annual basis on land and
monthly on our ships. We’ve also increased our wellness programs and improved our employee assistance
program.
Our employee development programs are designed to support the growth and advancement of our
employees by developing premier learning, mentorship, coaching and planning programs. We are also
focused on succession planning and increasing the readiness of internal talent to take on business-critical
roles. Our Talent and Compensation Committee regularly reviews our succession planning process and
pipeline talent.
Corporate Responsibility Reporting
We believe in transparency, accountability and continuous improvement. Our reporting reflects our belief that what gets
measured gets better. This is why we have and continue to publish a comprehensive corporate responsibility report
since 2008. To maximize the breadth and depth of our disclosures, we reference the guidelines of the Global Reporting
Initiative and align with the Sustainability Accounting Standards Board (SASB) Industry Standards for Cruise Lines. We
have also reported the details of our climate related performance and governance to the CDP Climate Change (formerly
known as the Carbon Disclosure Project) since 2010 and have been recognized for taking coordinated action on climate
issues. In 2022, we published our initial report following the recommendations of the Task Force on Climate Related
Financial Disclosures (TCFD). Our corporate website provides detailed information about our environmental
performance goals and corporate responsibility initiatives.
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PROPOSAL 2
|
The board recommends a
vote
“FOR”
this proposal.
PROPOSAL 2
Advisory Vote to Approve the Compensation
of Our Named Executive Officers
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our shareholders
have the opportunity to cast an annual advisory vote to approve the compensation of our NEOs.
As described in detail under the heading “Compensation Discussion and Analysis,” we adhere to a pay-for-performance
The Board unanimously recommends that shareholders vote
“FOR”
to approve
the compensation of our named Executive Officers.
philosophy and, to this end, our executive compensation programs are designed to align the interests of our executives with
the interests of our shareholders, recruit, retain and motivate a talented and high-performing management team and reward
our NEOs for their positive contributions to both short-term and long-term corporate performance. Shareholders are urged to
read the Compensation Discussion and Analysis, which discusses in detail how our compensation policies and procedures
implement our compensation philosophy.
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Compensation Discussion and Analysis
RCG’s executive compensation program is designed to align executive compensation with the long-term interests of our
shareholders. This CD&A provides shareholders with information about our business, 2024 performance, our disciplined
approach to compensation and 2024 compensation decisions for our Named Executive Officers (“NEOs”) listed below.
RCG’s 2024 NAMED EXECUTIVE
OFFICERS
Jason Liberty
President and Chief
Executive Officer
(“CEO”)
Naftali Holtz
Chief Financial Officer
(“CFO”)
Michael Bayley
President and Chief
Executive Officer, Royal
Caribbean
Harri U. Kulovaara
Executive Vice
President, Maritime
Laura Hodges Bethge
President, Celebrity
Cruises
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2024 Performance Highlights
Key 2024 Successes
23.8%
Gross Margin Yields
vs 2023
11.6%
Net Yields
vs 2023 in Constant
Currency
$16.5
Billion
Total revenues
$2.9
Billion
Net Income
$3.2
Billion
Adjusted Net Income
$6.0
Billion
Adjusted EBITDA
108%
Load Factor
9
Million
Vacations Delivered
with High Guest
Satisfaction Scores
Strong Demand Driving Strong Results*
Long Term Growth
3
new ships launched
Strong pipeline of
8
new ocean ships to
be delivered 2025-2028
Exclusive Collection of Land-Based
Experiences
4
new Land-Based Experiences
Opening 2025-2027
Removing friction, enabling a guest-centric
vacation experience
Leveraging data and AI to deepen
relationships with customers
Cross-brand loyalty across brands
Strong Balance Sheet and Shareholder Returns
Achieved investment
grade balance sheet
metrics
Reinstated quarterly dividend
and increased it 38%
throughout the year
Refinanced approximately
$6.1
Billion
of high-cost debt
Significantly reduced leverage and interest
expense
Delivering the Best Vacations Responsibly
Achieved our goal to reduce
carbon intensity by double
digits—one year early
Diversified our energy
portfolio by growing our LNG
powered ships to four and
expanding our use of biofuel
Launched myLeadership
initiative to cultivate future
leaders
Grew local sourcing resulting
in a 15% reduction in
transportation miles for ship-
bound goods
*This section contains non-GAAP measures. A reconciliation of these non-GAAP financial measures to their nearest GAAP comparable financial
measure is included in the Annex.
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COMPENSATION DISCUSSION AND ANALYSIS
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Compensation Overview
OUR COMPENSATION PHILOSOPHY AND
PRINCIPLES
We adhere to a pay-for-performance philosophy. In line with this philosophy, we have designed our compensation programs to
support three main goals:
Align the interests of our
executives with the interests
of our shareholders
Reward positive contributions
to both short-and long-term
corporate performance
Recruit, retain, and
motivate an
elite management team
Principles
Implementation
Total direct compensation levels
should be competitive to attract,
motivate and retain the highest
quality executives.
Our Talent and Compensation Committee seeks to establish target total direct
compensation (salary, short-term incentive and long-term incentive) at
appropriate levels relative to our Market Comparison Group, providing our
executives the opportunity to be competitively rewarded for our financial and
operational performance. Total direct compensation opportunity (i.e., maximum
achievable compensation) should increase with position and responsibility.
Performance-based and “at-risk”
incentive compensation should
constitute a substantial portion of
total compensation.
We seek to foster a pay-for-performance culture, with a significant portion of
total direct compensation being performance-based and/or “at risk.” Executives
with greater responsibilities and the ability to directly impact our strategic and
operational goals and long-term results should bear a greater proportion of the
risk if these goals and results are not achieved. Therefore, the more senior the
executive, the greater the percentage of total compensation in the form of
performance-based and/or “at risk” compensation.
Long-term incentive compensation
should align executives’ interests
with our shareholders’ interests to
further the creation of long-term
shareholder value.
We focus on ensuring that executive compensation includes a high portion of
long-term performance-based equity compensation. Awards of equity-based
compensation encourage executives to focus on our long-term growth and
prospects and incentivize executives to manage our company from the
perspective of owners with a meaningful stake and to encourage them to remain
with us for long and productive careers. Our stock ownership guidelines further
enhance the incentive to create long-term shareholder value. Equity-based
compensation also subjects our executives to market risk, a risk also borne by
our shareholders.
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EXECUTIVE COMPENSATION PRACTICES
Our Talent and Compensation Committee seeks to align our compensation practices with strong corporate governance
practices. As reflected below, we believe that robust corporate governance practices are integrated into our 2024 executive
compensation program.
PAY MIX
What We Do Not Do
û
No extensive perquisites – All Other
Compensation r
epresented approximately
1.3%
of CEO’s 2024 Total Compensation
û
No acceleration of vesting of equity awards in
connection with terminations, absent a change
in control
û
No pledging or hedging of shares
û
No tax gross-ups on perquisites
or change in
control benefits
û
No pension or supplemental retirement plan
benefits
û
Equity plan does not permit liberal share
recycling
û
No liberal change of control definition in equity
plan or employment agreements
What We Do
ü
Robust stock ownership guidelines - 6x base salary for
CEO and 3x for other NEOs
ü
Clawback policy that applies to cash and equity incentive
compensation
ü
“Double trigger” change in control provisions in employment
agreements
ü
“Double trigger” change in control provision for acceleration
of equity
ü
Both short-term and long-term incentive awards tied to
performance metrics designed to deliver long-term growth,
drive shareholder value, and align with our corporate
responsibility commitments
ü
Equity plan requires minimum one-year vesting for all equity
awards
ü
Independent compensation consultants, report directly to
Talent and Compensation Committee
ü
Comprehensive annual assessment of compensation risks
ü
Annual advisory say-on-pay vote
Our commitment to performance-based compensation is illustrated by the following charts, which show the mix of each
President and CEO
Other NEOs
compensation component at target levels for our President & CEO and for our other NEOs for
2024
. Approximately
92%
of the
President and CEO’s target annual total compensation is at risk and approximately
81%
of the other NEOs’ compensation, on
average, is at risk.
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2024
COMPENSATION DECISIONS
Our executive compensation program ties a significant portion of our NEOs’ compensation to the financial, strategic, and
operational performance of our company. Our 2024 program is summarized
below
.
SHAREHOLDER
ENGAGEMENT
Snapshot of 2024 Executive Compensation Actions
Executive Bonus
Plan
•
Continued the use of the same financial and operational measures in our annual incentive
program.
•
Maintained same weighting of financial performance measures so that Adjusted EPS and
Adjusted Brand Operating Income account for 65% of company-wide and brand performance
metrics, respectively, to reflect the continued focus on profitable growth.
•
C
ontinued the use of corporate responsibility metrics
as part of our corporate and brand KPIs.
These metrics take into account performance with respect to our goals on employee
engagement, cyber maturity rating from the National Institute of Standards and Technology
(NIST), pay equity, and a carbon intensity reduction goal.
Time-Based
Restricted Stock
Units
•
No changes from 2023; These awards vest in equal annual installments
over a t
hree-year period
commencing on the first anniversary date of the grant.
Performance-Based
Restricted Shares
•
For 2024, the Talent and Compensation Committee decided to return to the historical financial
metrics of Adjusted EPS and ROIC. The Committee removed Adjusted EBITDA per APCD, which
was a metric specific to the awards granted in 2023 to incentivize achievement of our financial
goals under the Trifecta program that was announced to investors in November 2022.
•
Continued the measurement period for PSU Awards to reflect one-year, two-year and three-year
performance segments, with 50% of total payout tied to performance for the third segment.
Performance targets for all three years are established at the time of grant.
•
Returned to utilizing a maximum payout of 200% without any additional payout opportunity for
outperformance in the last year of the performance cycle.
It is our long-standing practice to actively engage with our shareholders throughout the year. We believe it is important to
directly engage with our shareholders as a means of soliciting their views on matters such as corporate governance, executive
compensation and environmental and social initiatives, among other important topics. In 2024, management directly engaged
with shareholders representing approximatel
y
40%
of ou
r outstanding shares. During this outreach, shareholders did not
express any concerns about our executive compensation program.
In addition to ongoing conversations and formal annual engagement, we also consider the voting outcome of our say-on-pay
advisory proposals each year. At the 2024 Annual Meeting of Shareholders, 97% of the votes cast by shareholders supported
the advisory vote on executive compensation. We believe the 2024 voting results and input from our shareholder engagement
affirmed our shareholders' support of our overall executive compensation program. In light of the shareholder support, the
Talent and Compensation Committee did not make any significant changes to its approach to executive compensation.
The Talent and Compensation Committee values the opinions of our shareholders and will continue to consider shareholder
feedback and the outcomes of future say-on-pay advisory votes when designing compensation programs and making
compensation decisions for our NEOs. We currently hold a say-on-pay advisory vote every year.
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2024 Compensation Elements
COMPENSATION ELEMENTS
We provide compensation to our executives consisting of three principal elements: base salary, performance-based annual
inactive bonus and long-term equity awards. The objectives and key features of each pay element are described below.
|
Equity Compensation
|
Cash Compensation
|
||||||||
|
Variable
|
Fixed
|
||||||||
|
Time-Based Restricted
Stock Units
|
Performance-Based
Restricted Shares
|
Performance-Based
Annual Incentive
|
Base
Salary
|
||||||
|
Pay Elements (rounded)
|
|||||||||
|
Objective
|
|||||||||
|
•
Multi-year vesting
requirements align our
executives’ interests with
our shareholders and
incentivize retention of our
executive talent
|
•
Structured to align with
shareholder interests,
reward the achievement
of long-term goals and
promote stability and
corporate loyalty among
the executives
|
•
To focus executives on
annual financial and
operational performance
•
To reward executives for
performance relative to
our short-term goals and
initiatives
|
•
Provide a base level of
income in line with
expertise, experience,
tenure, performance,
potential and scope of
responsibility
|
||||||
|
Key Features
|
|||||||||
|
•
Vest in equal annual
installments over three-year
period commencing on the
first anniversary date of the
grant
•
Increases, when
appropriate, are
provided based on market
movements, scope of
responsibilities, and merit
|
•
Earned only if specified
financial performance
measures are met
•
Measures performance
over three years, with
annual performance
segments that have 25%,
25% and 50% weighting
•
PSU Awards granted in
2024 will be earned based
on Adjusted EPS, ROIC,
and carbon intensity
reduction
•
PSU Awards granted in
2024 for the period ending
December 2026 have
potential payouts that range
from 0% to 200% of target
|
•
Earned based on company-
wide and/or brand-specific
(based on area of
responsibility) financial and
operational objective
metrics and individual
performance against
previously established
strategic goals, including,
but not limited to, Adjusted
EPS (corporate), adjusted
brand operating income, if
applicable, and a Corporate
Responsibility composite
•
For our President and
CEO, payout is entirely
based on corporate
performance
•
For other NEOs, 2/3
rd
is
determined by corporate
and, if applicable, brand
performance, 1/3
rd
based
on individual performance
•
Payouts range from 0% to
200% based on
achievement of results
during the year
|
•
Set annually based on
market competitiveness
and in-line with
performance and
contributions to the
achievement of Company
goals
•
Increases, when
appropriate, are
provided based on market
movements, scope of
responsibilities, and merit
|
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24%
30%
46%
35%
16%
22%
8%
19%
CEO
Other NEOs
CEO
Other NEOs
CEO
Other NEOs
CEO
Other NEOs
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BASE SALARY
Why we pay base salaries.
During 2024, b
ase salaries represented
8%
of target total direct compensation for our CEO and
an average of
19%
for our other NEOs. However, base salaries are an important and customary element of pay for attracting
and retaining executives. The Talent and Compensation Committee seeks to pay each NEO a level of base salary that
competitively reflects their scope of responsibility.
The primary considerations used in setting base salary levels include each NEO’s:
•
scope of responsibilities
•
expertise and experience
•
tenure with the organization
•
competitiveness as measured against the Market Comparison Group as
well as general market data
•
performance and potential to further our business objectives
The
Talent and Compensation Committee reviews salaries in the early part of each year and, if appropriate, adjusts them to
reflect changes in the above considerations and to respond to market and competitive pressures.
Our 2024
Base Salary Decisions.
T
he Talent and Compensation Committee approved base salary increases for 2024 for Mr.
Liberty and Mr. Holtz as reflected in the table below to better align their pay with marke
t and to recognize positive performance
and Company results. Ms. Hodges Bethge's increased salary was based on the responsibilities associated with her new
position and peer group data.The Talent and Compensation Committee also approved modest base salary increases for the
other NEOs in line with our overall merit increase budget for employees.
|
Base Salary
|
Percent
Change
(%)
|
|||
|
Name
(1)
|
2023
($)
|
2024
($)
|
||
|
Jason T. Liberty
|
1,250,000
|
1,350,000
|
8.0
|
|
|
Naftali Holtz
|
800,000
|
905,000
|
13.1
|
|
|
Michael W. Bayley
|
1,085,000
|
1,123,000
|
3.5
|
|
|
Laura Hodges Bethge
(1)
|
750,000
|
803,000
|
7.1
|
|
|
Harri U. Kulovaara
|
880,000
|
907,000
|
3.1
|
|
(1)
Ms. Hodges Bethge was promoted to her position as of May 1, 2023. The 2023 figure represents her annual salary approved upon her
promotion.
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COMPENSATION DISCUSSION AND ANALYSIS
|
TABLE OF CONTENTS
|
|
PERFORMANCE-BASED ANNUAL INCENTIVE
Why we pay annual performance-based compensation.
We believe that annual incentive programs focus executives on
annual financial and operational performance enabling them to better manage the cyclical nature of our business and to
reward executives for performance relative to our annual goals and initiatives. We pay our annual performance-based
compensation pursuant to our Executive Short-Term Bonus Plan (the “Executive Bonus Plan”). The Executive Bonus Plan is
designed to reward our executives for the achievement of RCG’s annual financial and/or strategic goals and to recognize
individual contributions. For 2024, the Executive Bonus Plan represented approximately
16%
of the CEO’s total target direct
compensation and
22%
for the other NEOs.
How we determine annual target bonus.
Each year, the Talent and Compensation Committee considers the responsibilities
of each executive and the competitiveness of our target bonus opportunity compared to our Market Comparison Group. The
Talent and Compensation Committee then sets the annual Executive Bonus Plan target for each NEO as a percentage of base
salary. For 2024, the Talent and Compensation Committee approved an increase to the Executive Bonus Plan target for Ms.
Hodges Bethge in recognition of her expanded responsibilities after her promotion. There were no changes to the target
percentages for the other NEOs.
|
Name
|
2023 Bonus Target
(% of base salary)
|
2024 Bonus Target
(% of base salary)
|
2024 Bonus Target
($)
|
|
|
Jason T. Liberty
|
200
|
200
|
2,700,000
|
|
|
Naftali Holtz
|
120
|
120
|
1,086,000
|
|
|
Michael W. Bayley
|
145
|
145
|
1,628,350
|
|
|
Laura Hodges Bethge
|
100
|
110
|
883,300
|
|
|
Harri U. Kulovaara
(1)
|
100
|
100
|
907,000
|
(1)
Based on his unique and focused responsibilities, in addition to his bonus target, Mr. Kulovaara’s employment agreement provides that he
is entitled to a bonus of $150,000 for each ship delivered during a fiscal year.
During fiscal year 2024, the Company took delivery of three
new ships.
How we measure annual performance.
For 2024, the Talent and Compensation
Committee continued to evaluate annual
performance based on:
(1)
company-wide performance as well as brand performance, depending on the NEO’s areas of responsibility; and
(2)
for NEOs other than the CEO, individual performance against previously established strategic objectives.
Company-wide and brand performance is measured 65% based on financial measures (adjusted earnings per share for
company-wide performance and adjusted brand-specific operating income for brand performance) and 35% based on a
composite of financial, operational, and other key performance indicators (“KPIs”). In setting the goals for each metric, the
Talent and Compensation Committee considered 2023 business results and the 2024 operating plan, which takes into account
our anticipated performance, our growth and profitability objectives as well as the economic climate.
The target goal for the
company-wide financial performance metrics (Adjusted EPS, Net Yield, and Net Cruise Costs, excluding fuel) were set at a
level consistent with the Company’s public guidance issued in February 2024, which represented challenging performance
goals as compared to actual 2023 results.
Actual award payouts are determined following the completion of the program year
by measuring actual performance against each metric target goal.
|
|
2025 Proxy Statement
|
43
|
|
TABLE OF CONTENTS
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
For 2024, the framework of the Executive Bonus Plan was as follows:
|
2024 Executive Bonus Plan Framework
|
|||
|
Name
|
Company- Wide
Performance
(%)
|
Brand
Performance
(%)
|
Individual
Performance
Against Strategic
Objectives
(%)
|
|
Jason T. Liberty
|
100
|
–
|
–
|
|
Naftali Holtz
|
66.7
|
–
|
33.3
|
|
Michael W. Bayley
(1)
|
33.3
|
33.4
|
33.3
|
|
Laura Hodges Bethge
(2)
|
33.3
|
33.4
|
33.3
|
|
Harri U. Kulovaara
|
66.7
|
–
|
33.3
|
(1)
Brand performance based on Royal Caribbean
(2)
Brand performance was based on Celebrity Cruises
METRICS COMPRISING THE EXECUTIVE BONUS
PLAN
Company-Wide Performance
Brand Performance
Individual Performance
65%
Adjusted EPS
65%
Adjusted Brand Operating Income
100%
Evaluation by Talent and
Compensation Committee of
individual performance for NEOs
other than the CEO (based on
recommendations of the CEO)
35%
Financial, Operational
and other KPIs
6%
Net Yield
6%
Net Cruise Costs,
excluding fuel
6%
Net Promoter Score/
Guest Satisfaction
6%
Safety, Environment,
Security and Health
6%
Employee Engagement
5%
Corporate Responsibility
Composite Index
35%
Financial, Operational
and other KPIs
6%
Net Yield
6%
Net Cruise Costs,
excluding fuel
6%
Net Promoter Score/
Guest Satisfaction
6%
Safety, Environment,
Security and Health
6%
Employee Engagement
5%
Corporate Responsibility
Composite Index
|
44
|
2025 Proxy Statement
|
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
TABLE OF CONTENTS
|
|
COMPANY-WIDE FINANCIAL METRIC
For 2024, the Talent and Compensation Committee continued using Adjusted EPS as a financial metric for evaluating annual
company-wide performance, reflecting our continued focus on delivering profitable growth. F
or compensation purposes, the
target Adjusted EPS for 2024 was set at $9.60, the mid-point of the earnings guidance we announced in February 2024 and
materially above our actual Adjusted EPS for 2023.
The table below sets forth the targets and the performance results for this company-wide financial metric.
|
Metric
|
Weighting
(%)
|
Payout as a % of Target
|
2024
Actual
Results
($)
|
Payout
(%)
|
|||||||||||||||
|
0%
($)
|
50%
($)
|
90%
($)
|
100%
($)
|
110%
($)
|
150%
($)
|
200%
($)
|
|||||||||||||
|
Adjusted EPS
|
65
|
9.05
|
9.30
|
9.50
|
9.60
|
9.70
|
9.90
|
10.15
|
11.80
|
(1)(2)
|
200
|
||||||||
(1)
Refer to the Annex for more detail regarding the reconciliation to the most directly comparable U.S. GAAP measure.
(2)
In accordance with the terms of the Executive Bonus Plan, the Talent and Compensation Committee approved certain adjustments to
reported Adjusted EPS. However, these adjustments had no impact on the total payout percentage as the actual results for Adjusted EPS
significantly outperformed expectations without regard to any of the permissible adjustments.
|
|
2025 Proxy Statement
|
45
|
|
TABLE OF CONTENTS
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
2024 KPIs for Company and Brand Performance.
In establishing the 2024 Executive Bonus Plan KPIs for both company-
wide and brand performance, the Talent and Compensation Committee focused on selecting metrics that were tied to the
Company’s goals in key strategic areas and that would also incentivize strong financial performance across the Company’s
brands. The table below sets forth each KPI and how they were measured. The target achievement level for each KPI was set
to require significantly challenging, but attainable, results.
|
KPIs
|
Weight
|
Description
|
||
|
Financial
|
||||
|
Net Yield
|
6%
|
This metric measures Net Yield change versus 2023 fiscal year results, determined on a
constant currency basis. Net Yield is an important measure of our pricing performance.
Net Yield represents Adjusted Gross Margin per APCD
(1)
, where Gross Margin is adjusted for
payroll and related expenses, food, fuel, other operating expenses, and depreciation and
amortization expenses. Gross Margin is calculated pursuant to GAAP as total revenues less
total cruise operating expenses, and depreciation and amortization.
|
||
|
Net Cruise Costs,
excluding fuel
|
6%
|
This metric evaluates Net Cruise Costs excluding fuel per APCD change versus fiscal year
2023, calculated on a constant currency basis. In measuring our ability to control costs in a
manner that positively impacts net income, we believe changes in Net Cruise Costs
excluding fuel to be among the most relevant indicators of our cost performance. This metric
represents gross cruise costs excluding commissions, transportation and other expenses,
onboard and other expenses, and fuel expenses. For the 2024 and 2023 periods, Net Cruise
Costs and Net Cruise Costs excluding Fuel exclude (i) impairment and credit losses; (ii)
restructuring charges and other initiative expense; and (iii) the gain on sale of controlling
interests.
|
||
|
Non-Financial
|
||||
|
Net Promoter Scores
(NPS) / Guest Satisfaction
|
6%
|
Third party surveys / net promoter scores, measuring customer satisfaction with their most
recent cruise, his or her intent to cruise again with us and his or her willingness to
recommend that others cruise with us.
|
||
|
Safety, Environment,
Security & Health
|
6%
|
Composite score comprised of safety incident frequency and severity, audit and compliance
scores, and other safety, security, environment and health measures, which we believe are
key to continuing to meet our extremely high safety and security standards and our goal of
being a good steward of the environmental resources we manage.
|
||
|
Employee Engagement
|
6%
|
Biannual pulse surveys, conducted by outside firm, of shoreside and shipboard employees
measuring both employee satisfaction and employee engagement, which is defined as the
tendency of employees to exert discretionary effort for our benefit.
|
||
|
Corporate Responsibility
|
||||
|
Corporate Responsibility
Composite Index
|
5%
|
Composite of the following three equally-weighted quantitative corporate responsibility
metrics that measure our progress with respect to our goals on (1) improvement of
cybersecurity maturity rating from the National Institute of Standards and Technology (NIST),
(2) programs related to global employee pay equity, and (3) carbon intensity reduction from
2019.
The cyber maturity rating evaluates our compliance with the NIST requirements and helps
improve our company-wide cyber security implementations.
Pay equity measures the compensation of employees with those who have similar job
functions with comparably equal pay, regardless of their gender. Our target is the difference
in pay between these groups on a global scale.
The carbon intensity metric represents Well-to-Wake (upstream + downstream) grams of
carbon dioxide equivalent emissions divided by the product of gross tonnage and nautical
miles traveled. The carbon intensity KPI calculates the reduction in this metric from 2019.
|
||
(1)
Available Passenger Cruise Days (“APCD”) is our measurement of capacity and represents double occupancy per cabin multiplied by the
number of cruise days for the period, which excludes canceled cruise days and cabins not available for sale. We use this measure to
perform capacity and rate analysis to identify our main non-capacity drivers that cause our cruise revenue and expenses to vary.
|
46
|
2025 Proxy Statement
|
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
TABLE OF CONTENTS
|
|
The Talent and Compensation Committee established performance levels for each metric at which executives could earn from
a threshold of 0% up to a maximum of 200%, along with performance measures identified at 90%, 100%, 110%, and 150%.
The Talent and Compensation Committee capped
the maximum performance at 200% for both the company-wide and brand
performance metrics and the individual performance metric.
Achievement in between these performance levels would be
calculated on a linear basis.
In evaluating the company-wide performance under each the above KPIs:
•
With regard to our
Financial KPIs
,
the Company outperformed the target on net yield change, resulting in 200% payout,
but did not meet the threshold level of performance with regard to net cruise costs.
•
Our
Non-Financial KPIs
paid out on average at
166%
of target, primarily attributable to exceeding the benchmarks for
employee engagement and guest satisfaction; and
•
Our
Corporate Responsibility composite index
achieved
200%
payout across the three subcomponents.
Individual Performance.
The individual performance component of our Executive Bonus Plan awards is intended to reward
managerial decision-making, behavioral interaction, and overall contribution. As discussed above, individual performance
represented 33.3% of the bonus opportunity for each of our NEOs except for Mr. Liberty, as his bonus was based 100% on
corporate performance. None of the individual goals are material to understanding the Executive Bonus Program or how
annual targets were determined for 2024. The Talent and Compensation Committee approves the final individual achievement
and bonus payout for each of the other NEOs based on the CEO’s recommendation.
The Talent and Compensation Committee considered each NEOs achievement of his or her individual goals and the results of
specific projects they were responsible for during the year. In evaluating the performance of each NEO during 2024, the Talent
and Compensation Committee considered the following Company achievements, among others:
•
Ex
ceeded ambitious financial guidance set at the start of 2024, propelled by significant demand for its brands from new and
repeat guests;
•
Achieved long-term
Trifecta
financial goals eighteen months ahead of schedule;
•
Demonstrated continued commitment to strengthening the balance sheet, refinancing approximately $6.1 billion of high
cost debt, eliminating restrictions on our ability to return capital to shareholders, and eliminating all security and
guarantees;
•
Announced expansions to the private destinations portfolio, and continued to generate enthusiasm and interest in industry-
leading brands and innovative ships;
•
Focused on innovation in sourcing model and yield management tools, to capture demand from new consumer bases and
to attract the highest-yielding guests;
•
Took delivery of three ships:
Utopia of the Sea
s,
Silver Ray, and Mein Schiff 7
(through TUI Cruises, our 50% joint venture);
and
•
Continued focus on innovations, including preparing for the del
ivery in 2025 of
Celebrity Xcel
, which is expected to have
the first methanol-capable tri-fuel engine.
|
|
2025 Proxy Statement
|
47
|
|
TABLE OF CONTENTS
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
2024 EXECUTIVE BONUS PLAN PAYOUTS
Based on the above KPIs and financial performance results, the following table shows the 2024 Executive Bonus Plan payout
as a percentage of target for each award component and the total payout amount.
|
Name
|
Payout % per Component
|
Total Payout
(% rounded)
|
Target
2024 Payout
($)
|
Total
2024 Payout
($)
|
||||
|
Corporate
|
Brand
|
Individual
|
||||||
|
Jason T. Liberty
|
181.9
|
N/A
|
N/A
|
182
|
2,700,000
|
4,911,300
|
||
|
Naftali Holtz
|
181.9
|
N/A
|
140
|
168
|
1,086,000
|
1,823,908
|
||
|
Michael W. Bayley
|
181.9
|
181.7
|
140
|
168
|
1,628,350
|
2,733,685
|
||
|
Laura Hodges Bethge
|
181.9
|
167
|
140
|
163
|
883,300
|
1,438,181
|
||
|
Harri U. Kulovaara
|
181.9
|
—
|
135
|
166
|
907,000
|
1,958,180
|
||
In addition to his award under the Executive Bonus Plan, the Compensation Committee awarded Mr. Kulovaara a special
performance bonus of $450,000 for the delivery of three new ships in 2024:
Utopia of the Seas
,
Silver Ray
, and
Mein Schiff 7
(through TUI Cruises, our 50% joint venture). This success also contributed to Mr. Kulovaara’s individual performance payout.
LONG-TERM EQUITY INCENTIVE AWARDS
Why we pay equity-based compensation.
Our long-term incentive award program is the most significant element of our
overall compensation program. During 2024, long-term incentive awards represented
76%
of our CEO’s target total direct
compensation and an average of
59%
of target total direct compensation for our other NEOs. The Talent and Compensation
Committee’s philosophy is that a majority of an executive’s compensation should be based directly upon the value of long-term
incentive compensation in the form of time-based restricted stock units and performance-based restricted stock units so as to
align with shareholder interests, reward the achievement of long-term goals and promote stability and corporate loyalty among
the executives. The Talent and Compensation Committee believes that providing executives with the opportunities to acquire
significant stakes in our growth and prosperity (through grants of equity-based compensation), while maintaining other
components of our compensation program at competitive levels, will incentivize and reward executives for sound business
management, develop a high-performance team environment, foster the accomplishment of short-term and long-term strategic
and operational objectives and compensate executives for improvement in shareholder value, all of which are essential to our
ongoing success.
How equity-based compensation is determined.
Annually, the Talent and Compensation Committee evaluates the
appropriate form and mix of equity-based compensation that the Company will grant as part of its long-term incentive
compensation and approves the dollar value of long-term equity awards that will be granted to each NEO.
In the beginning of each year, the Talent and Compensation Committee determines the target equity award value (“LTI Value”)
to be delivered to each NEO. In determining the appropriate long-term incentive award value, the Talent and Compensation
Committee considers:
•
the compensation paid to comparable executives in the Market Comparison Group;
•
a review of each of the elements of total direct compensation; and
•
the NEO’s contribution to the overall results of the Company.
To strike an appropriate balance between performance and retention incentives, we use a combination of time-based restricted
stock units/shares, which we refer to as Time-Based RSUs, and performance-based restricted stock units/shares, which we
refer to as PSUs.
Time-Based Equity.
To promote retention and align our executive’s interests with long-term stock appreciation, the Time-
Based RSUs vest in equal annual installments over three-year period commencing on the first anniversary date of the grant.
As Time-Based RSUs are inherently tied to the performance of our common stock, we consider a vesting schedule based on
continued service appropriate to incentivize retention and performance.
Performance-Based Equity.
Each PSU is expressed as a target number of PSUs based upon the fair market value of our
common stock on the grant
date.
Annually, the Talent and Compensation Committee approves (1) the metrics that will be used
for the PSUs, (2) the weighting of each metric, and (3) a threshold, target and maximum performance level. The threshold,
target and maximum performance levels are set based on prior year performance and our long-term growth targets.
|
48
|
2025 Proxy Statement
|
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
TABLE OF CONTENTS
|
|
2024 EQUITY AWARDS
Ensuring that NEO compensation continues to motivate senior leadership to act consistent with long-term shareholder
interests and fostering the retention of our senior leadership remain key priorities of our executive compensation program.
Coming off another strong performance year, the Talent and Compensation Committee approved increases in LTI Values for
certain NEOs as noted below. The Committee increased Mr. Liberty's LTI Values in recognition of his strong performance and
to improve market competitiveness of his total compensation.
For Mr. Holtz and Ms. Hodges Bethge, the changes were
intended to bring their LTI Values closer to market median
. For Mr. Bayley and Mr. Kulovaara, their LTI Values were reduced in
recognition that their LTI values from 2023 reflected enhanced values tied to performance over the
Trifecta
period and their
2024 total compensation was market competitive. Accordingly, the Talent and Compensation Committee approved the
following target LTI values for each of our NEOs in 2024:
|
Name
|
2023 LTI Value
($)
|
2024 LTI Value
($)
|
Percentage Change
(%)
|
|
|
Jason T. Liberty
|
11,500,000
|
13,000,000
|
13.0
|
|
|
Naftali Holtz
|
2,520,000
|
3,100,000
|
23.0
|
|
|
Michael W. Bayley
|
7,000,000
|
5,000,000
|
(28.6)
|
|
|
Laura Hodges Bethge
|
1,500,000
|
2,000,000
|
33.3
|
|
|
Harri U. Kulovaara
|
1,790,000
|
1,750,000
|
(2.2)
|
As discussed above, the Talent and Compensation Committee then allocated the total LTI Value between Time-Based RSUs
and PSUs. For the 2024 compensation program, we provided long-term incentive awards for all NEOs allocated as set forth
below which is consistent with the 2023 allocation. The Talent and Compensation Committee believes that the use of both
Time-Based RSUs and PSUs is consistent with competitive market practice and that the allocation set forth below effectively
and efficiently balances both performance and retention objectives.
|
|
2025 Proxy Statement
|
49
|
|
TABLE OF CONTENTS
|
COMPENSATION DISCUSSION AND ANALYSIS
|
|
2024-2026 PERFORMANCE-BASED EQUITY AWARDS
For the PSU Awards granted in 2024 for the period ending De
cember 2026, the Talent and Compensation Committee
determined to keep the design and equity mix substantially consistent with those implemented in fiscal year 2023, with the
exception of the removal of Adjusted EBITDA per APCD as a performance metric, which was specific to the 2023-2025
performance period in order to align to the financial goals of the Trifecta program.
Management and the Talent and
Compensation Committee believe Adjusted EPS and ROIC metrics (as described below) continue to be essential to successful
execution of our strategic priorities. The performance ranges for each metric were set at target levels above 2023 results and
reflecting year-over-year growth.
|
Metric
|
Weight
|
Description
|
||
|
Adjusted Earnings per Share
(Adjusted EPS)
|
45%
|
Represents Adjusted EPS as reported by the Company in its Form 10-K for the relevant
performance periods.
Adjusted EPS is Adjusted Net Income (Loss) as reported by the Company in its Form 10-K
for the relevant performance periods divided by weighted average shares outstanding or by
diluted weighted average shares outstanding, as applicable. As reported, Adjusted Net
Income (Loss) represents net income (loss) less net income attributable to noncontrolling
interest and excludes certain items for which we believe adjusting for is meaningful when
assessing our operating performance on a comparative basis.
|
||
|
Return on Invested Capital
(ROIC)
|
45%
|
Represents Adjusted Operating Income (Loss) as reported by the Company in its Form 10-K
for the relevant performance periods divided by Invested Capital.
Adjusted Operating Income (Loss) represents operating income (loss) including income
(loss) from equity investments and income taxes but excluding certain items for which we
believe adjusting for is meaningful when assessing our operating performance on a
comparative basis.
Invested Capital represents the most recent five-quarter average of total debt (i.e., current
portion of long-term debt plus long-term debt) plus total shareholders’ equity.
|
||
|
Carbon Intensity Reduction
|
10%
|
The carbon intensity metric represents Well-to-Wake (upstream + downstream) grams of
carbon dioxide equivalent emissions divided by the product of gross tonnage and nautical
miles traveled. The carbon intensity metrics calculates the reduction in this metric from 2019.
This metric tracks our decarbonization efforts across the company resulting from increasing
regulations and compliance standards.
|
DETERMINATION OF EARNED PSUs
Performance with regard to the metrics described above will be measured each year during the three-year performance period
|
Year
|
Weighting
(%)
|
|
Year 1 - 2024
|
25
|
|
Year 2 - 2025
|
25
|
|
Year 3 - 2026
|
50
|
and
combined
at the end of using the following weighing:
For
the 2024 PSU awards for the performance period ending December 2026, the Talent and Compensation Committee
returned to utilizing a maximum payout of 200% without any additional payout opportunity. Although the PSU Awards measure
performance across three one-year periods, the targets for all three years are established up front at the time of grant to
ensure a longer-term orientation. In addition, the mix of three annual performance goals with heavier weight attributed to the
final year is intended to keep executives focused on consistent performance and growth throughout the duration of the three-
year performance period. The aggregate payout level for the PSU grants made in 2024 will be determined by our Talent and
Compensation Committee in early 2027.
|
50
|
2025 Proxy Statement
|
|
|
COMPENSATION DISCUSSION AND ANALYSIS
|
TABLE OF CONTENTS
|
|
PAYOUT UNDER 2022-2024 PERFORMANCE-BASED EQUITY AWARDS
The three-year performance period for the PSUs granted in 2022 ended on December 31, 2024, and the Talent and
Compensation Committee assessed our performance in the first quarter of 2025. The following table summarizes performance
of the financial metrics for such PSU Awards:
|
Financial Performance Metrics
|
Weight
(%)
|
Target
|
Approved
results
|
Payout
(as a % of target)
|
|||
|
Adjusted EPS
(1)
|
30
|
$10.00
|
$11.80
|
114
|
|||
|
ROIC
(1)
|
30
|
10.0%
|
16.1%
|
150
|
|||
|
Leverage Ratio (Net Debt/Adjusted EBITDA)
(2)
|
20
|
3.5
|
3.4
|
103
|
|||
(1)
Refer to page 49 above for definitions of Adjusted EPS and ROIC.
(2)
Net Debt represents total debt (i.e., the current portion of long-term debt plus long-
term debt), plus operating lease liabilities, less cash
and cash equivalents as reported in the Company’s financial statements for the period. Adjusted EBITDA is a non-GAAP measure that
represents EBITDA, excluding certain items that we believe adjusting for is meaningful when assessing our profitability on a comparative
basis. EBITDA is a non-GAAP measure that represents Net Income (Loss) excluding (i) interest income; (ii) interest expense, net of
interest capitalized; (iii) depreciation and amortization expenses; and (iv) income tax expense.
In addition to the financial performance metrics, the PSUs granted in 2022 included a corporate responsibility composite metric
consisting of three categories, each weighing 6.7% for a combined weighing of 20% of target payout:
•
Environmental initiatives relating to energy efficiency and fuel for our vessels - the Company achieved four of the five
initiatives, resulting in a payout of 150% of target.
•
Employee engagement scores determined based on the corporate average of bi-annual pulse surveys, conducted by an
outside firm, of shoreside and shipboard employees measuring both employee satisfaction and employee engagement.
This metric achieved a payout of 199% of target.
•
Cyber maturity rating based on NIST requirements, which achieved a payout of 200% of target.
The table below sets forth the final payout amounts for each NEO based on the achievements
described
above.
|
Name
|
Target Shares
(#)
|
Final Payout
(%)
|
Shares Earned
(#)
|
|
Jason T. Liberty
|
52,632
|
136
|
71,580
|
|
Naftali Holtz
|
10,526
|
136
|
14,316
|
|
Michael W. Bayley
|
37,594
|
136
|
51,128
|
|
Laura Hodges Bethge
|
7,519
|
136
|
10,226
|
|
Harri U. Kulovaara
|
11,278
|
136
|
15,339
|
Other Elements of Compensation
In an effort to offer our employees a competitive remuneration package, we provide them with certain retirement, medical and
welfare benefits, including a qualified non-contributory profit-sharing retirement plan. The NEOs are eligible to participate and/
or receive such benefits on a basis commensurate with that of other employees.
Since January 1, 2009, as a result of Section 457A of the U.S. Internal Revenue Code, in lieu of contributions to the Royal
Caribbean Cruises Ltd. Supplemental Executive Retirement Plan (the “SERP”), each NEO receives, on an annual basis, a
lump-sum cash payment of the benefits that would have been accrued under the SERP for services in a given year but for a
change in tax laws. Amounts earned in 2024 in lieu of the SERP benefit are disclosed in the Summary Compensation Table —
All Other Compensation column, as further detailed in the “2024 All Other Compensation Table.”
We also offer the NEOs certain perquisites which include: Company paid automobile leases, annual executive physicals, and
life insurance coverage. NEOs also receive free and discounted Company cruises,
all of which is provided at no incremental
cost
. During 2024, the Company also approved Mr. Liberty's use of chartered aircraft for personal trips up to a predetermined
threshold of $100,000 as well as additional security enhancements for Mr. Liberty and Mr. Bayley, including residential security
monitoring and personnel.
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COMPENSATION DISCUSSION AND ANALYSIS
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|
Compensation Policies and Procedures
ROLES AND RESPONSIBILITIES
Talent and Compensation Committee
Our executive compensation program is overseen by the Talent and Compensation Committee. As part of their
responsibilities, the Talent and Compensation Committee:
•
annually reviews and approves corporate goals and objectives relevant to the CEO’s compensation,
evaluates the CEO’s performance in light of those goals and objectives and sets the CEO’s compensation
based on this evaluation; and
•
annually reviews and approves the compensation levels of other executives of the Company based on the
recommendations of the CEO.
The Talent and Compensation Committee may delegate its authority to the Chair subject to such conditions as the Talent
and Compensation Committee deems appropriate and in the best interests of the Corporation. In addition, the Talent and
Compensation Committee may delegate administrative tasks to employees of the Company.
Members of the Talent and Compensation Committee are appointed by our Board based on a variety of factors, including
their knowledge and experience in compensation matters. Talent and Compensation Committee members meet the
independence and other requirements of the NYSE and other applicable laws and regulations.
CEO
For each NEO other than the CEO, the Talent and Compensation Committee consults with and receives the
recommendation of the CEO, but the Talent and Compensation Committee is ultimately responsible for determining
whether to accept such recommendations. The CEO makes recommendations to Talent and Compensation Committee on
compensation for executive officers, including NEOs, based on holistic assessment of each executive’s individual
performance and overall Company financial and strategic goals.
Compensation Consultant
As
provided for in its charter, the Talent and Compensation Committee has sole discretion to retain a compensation
consultant and is directly responsible for the appointment, compensation and oversight for such consultant’s work. In
2024, the Talent and Compensation Committee continued to engage Meridian Compensation Partners, LLC (“Meridian”)
as its independent compensation consultant
to assist with the design and administration of the Company’s executive
compensation pay practices, including the following:
•
the composition of our Market Comparison Group;
•
our compensation plan risk;
•
current trends in executive and director compensation design;
•
the overall levels of compensation and types and blend of various compensation elements; and
•
changes in the regulatory or governance environment for executive compensation issues.
Meridian attended meetings of the Talent and Compensation Committee and had direct access to the Talent and
Compensation Committee’s members during the period of its engagement in 2024. In addition, Meridian regularly conferred
with our senior management and human resources department to collect, analyze and present data requested by the Talent
and Compensation Committee.
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Market Comparison Group
Our Market Comparison Group is an integral component of our annual compensation review — which begins in September
and runs through February — and is used to help guide the Talent and Compensation Committee’s decisions regarding
competitive pay levels and design architecture.
HOW WE CHOOSE OUR MARKET COMPARISON GROUP
In making its determinations for fiscal year 2024 compensation, the Talent and Compensation Committee considered publicly
available information of a select group of peer companies to inform the pay levels and structures for the NEOs. The list of
companies that comprise our Market Comparison Group is reviewed annually in consultation with Meridian, our independent
compensation consultant. The Talent and Compensation Committee evaluated the peer group using the following criteria:
•
Availability of public information — company is publicly-traded and compensation data is available in public filings
•
Relevant industry group — company included within the consumer discretionary sector under the Global Industry
Classification Standard (GICS)
•
Equivalent revenue — company is within approximately 0.5 to 2 times our revenue
•
Similar business strategy — company falls under hospitality, hotels and motels, leisure time, leisure products or resort
industry categories
•
Global Footprint — company has significant operations outside of the United States
•
Historical precedent — company included in the prior year’s Market Comparison Group
Based on considerations of the factors above, Meridian recommended, and the Talent and Compensation Committee
approved, certain changes to the Market Comparison Group from 2023 as detailed below. The changes were based on review
of industry group, market capitalization, revenue range and global footprint.
PEERS ADDED
American Airlines Group Inc.
Delta Air Lines, Inc.
United Airlines Holdings, Inc.
Chipotle Mexican Grill, Inc.
Domino’s Pizza
Hyatt Hotels Corporation
2023 PEERS
Booking Holdings Inc.
Caesars Entertainment Corp.
Carnival Corp.
Darden Restaurants, Inc.
eBay Inc.
Expedia Inc.
Hilton Worldwide Holdings, Inc.
Las Vegas Sands Corp.
Live Nation Entertainment, Inc.
Marriott International Inc.
McDonald’s Corporation
MGM Resorts International
Norwegian Cruise Line
Holdings Ltd.
Starbucks Corp.
Travel + Leisure Co.
Wynn Resort Ltd.
Yum Brands Inc.
PEER REMOVED
eBay Inc.
Live Nation Entertainment, Inc.
Travel + Leisure Co.
2024 PEERS
American Airlines Group Inc.
Booking Holdings Inc.
Caesars Entertainment, Inc.
Carnival Corp.
Chipotle Mexican Grill, Inc.
Darden Restaurants, Inc.
Delta Air Lines, Inc.
Domino's Pizza, Inc.
Expedia Group, Inc.
Hilton Worldwide Holdings Inc.
Hyatt Hotels Corporation
Las Vegas Sands Corp.
Marriott International, Inc.
McDonald's Corporation
MGM Resorts International
Norwegian Cruise Line Holdings Ltd.
Starbucks Corp.
United Airlines Holdings, Inc.
Wynn Resorts, Ltd.
Yum! Brands, Inc.
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COMPENSATION DISCUSSION AND ANALYSIS
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Clawback Policy
We seek to recover, to the extent practicable, performance-based compensation from any executive officer and certain other
members of senior management under certain circumstances. The Company has two arrangements to clawback or cancel
awards. The table below summarizes certain key terms of our policies:
Amended and Restated Incentive Plan and
Executive Bonus Plan
Royal Caribbean Cruises Ltd. Clawback Policy
(1)
Clawback
Trigger(s)
Restatement due to material noncompliance with
financial reporting requirements under the securities laws
as required by the Dodd-Frank Act and corresponding
NYSE listing standards.
The recovery of such compensation applies regardless of
whether an executive officer engaged in misconduct in
connection with the restatement.
(i) If there is a financial restatement due to a material
non-compliance with financial reporting requirements;
or
(ii) with respect to PSU Awards, there is a high
likelihood that an out-of-period adjustment to the
Company’s financial statements covering the
performance period would be deemed material
because there is alleged misconduct associated with
the adjustment.
Compensation
Covered
PSU Awards and cash bonus
PSU Awards and cash bonus
Recoupment
Amount
Amount of compensation granted, vested or paid to a
covered person during the performance period that
exceeds the amount of compensation that would
otherwise have been granted, vested or paid to the
person had such amount been determined based on the
applicable restatement.
An amount equal to the difference between the amount
actually awarded based on the erroneous financial data
and the amount of compensation that should have been
awarded under the accounting restatement or the
adjusted financial statements, as applicable, as
determined by the Talent and Compensation Committee.
Look-Back Period
The three fiscal year period preceding the date in which
the Company concludes or reasonably should have
concluded a restatement is required
For PSU Awards: Two-year period following the end of
the applicable performance period for each award
(1)
We filed the Clawback Policy as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Clawback
Trigger(s)
Restatement due to material noncompliance with
financial reporting requirements under the securities laws
as required by the Dodd-Frank Act and corresponding
NYSE listing standards.
The recovery of such compensation applies regardless of
whether an executive officer engaged in misconduct in
connection with the restatement.
(i) If there is a financial restatement due to a material
non-compliance with financial reporting requirements;
or
(ii) with respect to PSU Awards, there is a high
likelihood that an out-of-period adjustment to the
Company’s financial statements covering the
performance period would be deemed material
because there is alleged misconduct associated with
the adjustment.
Compensation
Covered
PSU Awards and cash bonus
PSU Awards and cash bonus
Recoupment
Amount
Amount of compensation granted, vested or paid to a
covered person during the performance period that
exceeds the amount of compensation that would
otherwise have been granted, vested or paid to the
person had such amount been determined based on the
applicable restatement.
An amount equal to the difference between the amount
actually awarded based on the erroneous financial data
and the amount of compensation that should have been
awarded under the accounting restatement or the
adjusted financial statements, as applicable, as
determined by the Talent and Compensation Committee.
Look-Back Period
The three fiscal year period preceding the date in which
the Company concludes or reasonably should have
concluded a restatement is required
For PSU Awards: Two-year period following the end of
the applicable performance period for each award
Equity Grant Practices
other members of management at the
first regularly scheduled Talent and Compensation Committee meeting
of the calendar
year, usually held in February. Equity awards may be granted outside of the annual grant cycle in connection with events such
as hiring, promotion or extraordinary performance or as part of a special retention effort.
We do not currently grant stock
options to our employees. The Talent and Compensation Committee
did not take material nonpublic information into account
Vesting Into Retirement Policy:
Certain of our executives may be eligible for accelerated or continued vesting of applicable
long-term equity awards under our “Vesting Into Retirement” policy. In recognition that different motivations and considerations
prevail for officers approaching retirement, awards granted to executives who are at least 62 years of age and who have been
employed by RCG for at least 15 years are generally not subject to forfeiture upon termination of employment after the later of
the first anniversary of the grant date and the first anniversary of the date that the officer meets both the age and service
criteria. In order to maintain an alignment of interest with our shareholders, these awards continue to be subject to restrictions
on transfer that will lift over the vesting schedule for the RSUs and PSUs awards.
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Stock Ownership Guidelines
We recognize the importance of aligning our management’s interests with those of our shareholders. As a result, the Board, at
the recommendation of the Talent and Compensation Committee, has established stock ownership guidelines for all of our
officers. Under these guidelines, the NEOs are expected to accumulate over a designated period, Company stock having a fair
market value equal to the multiples of their base salaries as shown in the table below.
|
Name
|
Stock Ownership
Amount (base salary
multiple)
|
|
Chief Executive Officer
|
6 times
|
|
All Other NEOs
|
3 times
|
Stock owned outright, unvested time-based restricted stock, and the earned portion of performance-based stock awards count
towards the stock ownership amount. Officers are required to retain 50% of the net after-tax shares received under any equity
awards until they meet the applicable ownership amount. Once an officer’s target stock ownership is achieved, or upon
expiration of the applicable accumulation period, an officer will be permitted to sell Company stock only to the extent that,
immediately following such sale, the officer continues to meet the applicable ownership amount. Each NEO is currently in
compliance with the stock ownership guidelines.
Prohibition of Pledging/Hedging
Our Securities Trading Policy prohibits hedging transactions in Company securities by officers, directors and employees,
including through the use of instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, and
from short selling our securities. In addition, it prohibits directors and officers who are subject to Section 16 of the Securities
Exchange Act of 1934 from holding Company securities in a margin account or otherwise pledging Company securities as
collateral for a loan.
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REPORT OF THE TALENT AND COMPENSATION COMMITTEE
|
|
Report of the Talent and Compensation Committee
The Talent and Compensation Committee has reviewed and discussed with management the Compensation Discussion &
Analysis and, based on such review and discussion, has recommended to the Board that the Compensation Discussion &
Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for 2024.
THE TALENT AND COMPENSATION COMMITTEE
•
Vagn O. Sørensen, Chair
•
John F. Brock
•
Amy McPherson
•
Maritza Montiel
•
Ann S. Moore
•
Donald Thompson
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EXECUTIVE COMPENSATION TABLES
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TABLE OF CONTENTS
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Executive Compensation Tables
SUMMARY COMPENSATION TABLE
The following table presents certain summary information for the fiscal years ended December 31, 2022, 2023 and 2024
concerning compensation earned for services rendered in all capacities by our NEOs.
|
Name and
Principal Position
|
Year
|
Salary /
Fees
($)
|
Stock
Awards
(1)(2)
($)
|
Non-Equity
Incentive Plan
Compensation
(3)
($)
|
Change in
Pension
Value
and NQDC
Earnings
($)
|
All Other
Compensation
(5)
($)
|
Total
($)
|
|||||||
|
Jason T. Liberty
President and Chief Executive
Officer
|
2024
|
1,342,308
|
12,999,935
|
4,911,300
|
244,278
|
19,497,820
|
||||||||
|
2023
|
1,246,986
|
11,500,037
|
4,280,000
|
-
|
189,252
|
17,216,275
|
||||||||
|
2022
|
1,200,000
|
7,000,056
|
2,344,800
|
-
|
219,402
|
10,764,258
|
||||||||
|
Naftali Holtz
Chief Financial Officer
|
2024
|
896,923
|
3,099,991
|
1,823,908
|
57,081
|
5,877,903
|
||||||||
|
2023
|
792,466
|
2,520,003
|
1,527,680
|
-
|
45,283
|
4,885,432
|
||||||||
|
2022
|
675,000
|
1,400,011
|
709,645
|
-
|
33,396
|
2,818,052
|
||||||||
|
Michael W. Bayley
President and CEO, Royal
Caribbean
|
2024
|
1,120,077
|
4,999,919
|
2,733,685
|
156,373
|
9,010,054
|
||||||||
|
2023
|
1,082,890
|
7,000,026
|
2,585,374
|
-
|
141,325
|
10,809,615
|
||||||||
|
2022
|
1,046,849
|
5,000,029
|
1,590,035
|
-
|
128,847
|
7,765,760
|
||||||||
|
Laura Hodges Bethge
(4)
President, Celebrity Cruises
|
2024
|
798,923
|
1,999,943
|
1,438,181
|
102,167
|
4,339,215
|
||||||||
|
2023
|
724,104
|
1,487,832
|
1,043,750
|
-
|
90,971
|
3,346,657
|
||||||||
|
Harri U. Kulovaara
EVP, Maritime
|
2024
|
904,923
|
1,749,966
|
1,958,180
|
134,584
|
4,747,653
|
||||||||
|
2023
|
878,222
|
1,790,040
|
1,865,040
|
-
|
126,294
|
4,659,596
|
||||||||
|
2022
|
847,948
|
1,500,001
|
1,151,632
|
-
|
115,759
|
3,615,340
|
(1)
The amounts in this column reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718.
|
Name and
Principal Position
|
Year
|
Salary /
Fees
($)
|
Stock
Awards
(1)(2)
($)
|
Non-Equity
Incentive Plan
Compensation
(3)
($)
|
Change in
Pension
Value
and NQDC
Earnings
($)
|
All Other
Compensation
(5)
($)
|
Total
($)
|
|||||||
|
Jason T. Liberty
President and Chief Executive
Officer
|
2024
|
1,342,308
|
12,999,935
|
4,911,300
|
244,278
|
19,497,820
|
||||||||
|
2023
|
1,246,986
|
11,500,037
|
4,280,000
|
-
|
189,252
|
17,216,275
|
||||||||
|
2022
|
1,200,000
|
7,000,056
|
2,344,800
|
-
|
219,402
|
10,764,258
|
||||||||
|
Naftali Holtz
Chief Financial Officer
|
2024
|
896,923
|
3,099,991
|
1,823,908
|
57,081
|
5,877,903
|
||||||||
|
2023
|
792,466
|
2,520,003
|
1,527,680
|
-
|
45,283
|
4,885,432
|
||||||||
|
2022
|
675,000
|
1,400,011
|
709,645
|
-
|
33,396
|
2,818,052
|
||||||||
|
Michael W. Bayley
President and CEO, Royal
Caribbean
|
2024
|
1,120,077
|
4,999,919
|
2,733,685
|
156,373
|
9,010,054
|
||||||||
|
2023
|
1,082,890
|
7,000,026
|
2,585,374
|
-
|
141,325
|
10,809,615
|
||||||||
|
2022
|
1,046,849
|
5,000,029
|
1,590,035
|
-
|
128,847
|
7,765,760
|
||||||||
|
Laura Hodges Bethge
(4)
President, Celebrity Cruises
|
2024
|
798,923
|
1,999,943
|
1,438,181
|
102,167
|
4,339,215
|
||||||||
|
2023
|
724,104
|
1,487,832
|
1,043,750
|
-
|
90,971
|
3,346,657
|
||||||||
|
Harri U. Kulovaara
EVP, Maritime
|
2024
|
904,923
|
1,749,966
|
1,958,180
|
134,584
|
4,747,653
|
||||||||
|
2023
|
878,222
|
1,790,040
|
1,865,040
|
-
|
126,294
|
4,659,596
|
||||||||
|
2022
|
847,948
|
1,500,001
|
1,151,632
|
-
|
115,759
|
3,615,340
|
Consequently, the amount reported in this column represents the fair value of the award at the service inception date (i.e., the date the
Talent and Compensation Committee authorized the award) based upon the probable outcome of the performance conditions. See Note
11 of the consolidated financial statements in the Company’s Annual Report for the year ended December 31, 2024, regarding
assumptions underlying the valuation of each of these types of awards.
(2)
Amounts for 2024 include the grant date fair value of both the time-based awards and performance-based annual equity awards granted
to each NEO in February 2024. The values on the service inception date of the performance-based awards granted to the NEOs as part
of the February 2024 annual equity awards (assuming that the highest level of performance conditions will be achieved (i.e., 200%)) are
the following: Mr. Liberty – $20,799,920; Mr. Holtz – $4,960,010; Mr. Bayley – $7,999,895; Mr. Kulovaara – $2,799,945; and Ms. Bethge –
$3,199,885.
(3)
Represents amounts earned pursuant to the annual Executive Bonus Plan. We make payments under our annual Executive Bonus Plan
in the first quarter following the fiscal year in which they were earned. In addition
to the amounts earned under the Executive Bonus Plan,
Mr. Kulovaara is entitled to receive a bonus of $150,000 per ship delivered during the year. D
uring 2024, RCG took delivery of three ships
and Mr. Kulovaara received a ship delivery bonus of
$450,000
, in addition to the
$1,508,180
he earned under the Executive Bonus Plan
for 2024.
(4)
Ms. Bethge was promoted in May 2023 to her position as President, Celebrity Cruises.
(5)
Please see the table below titled “2024 All Other Compensation” for an itemized disclosure of this element of compensation.
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TABLE OF CONTENTS
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EXECUTIVE COMPENSATION TABLES
|
2024 ALL OTHER COMPENSATION
|
Name
|
Company
Contributions to
Qualified
Deferred
Compensation
Plans
(1)
($)
|
Benefit
Payouts
(2)
($)
|
Life Insurance
Policies
(3)
($)
|
Other
Perquisites
(4)
($)
|
Total
($)
|
|||||
|
Jason T. Liberty
|
34,500
|
99,731
|
4,299
|
105,749
|
244,278
|
|||||
|
Naftali Holtz
|
13,800
|
22,077
|
2,004
|
19,200
|
57,081
|
|||||
|
Michael W. Bayley
|
34,500
|
77,508
|
13,831
|
30,535
|
156,373
|
|||||
|
Laura Hodges Bethge
|
34,500
|
45,392
|
2,040
|
20,235
|
102,167
|
|||||
|
Harri U. Kulovaara
|
34,500
|
55,992
|
24,892
|
19,200
|
134,584
|
(1)
Represents Company contributions to the Royal Caribbean Cruises Ltd. Retirement Savings Plan.
(2)
Represents amounts payable to the NEOs for service in 2024 in lieu of amounts that would have been contributed by the Company to the
Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan but for the adoption of Section 457A of the Internal Revenue
Code effective as of January 1, 2009.
(3)
Represents payments for premiums paid by the Company on life insurance policies for each NEO.
(4)
Ot
her perquisites and benefits include:
•
payments or allowance for auto lease, maintenance and repairs, registration and insurance for each NEO;
•
the aggregate incremental cost of personal use by Mr. Liberty of chartered aircraft, which was determined based on all costs billed
by the third-party charterer for such travel;
•
For Mr. Liberty,
$26,380
for the
total cost incurred by the Company in residential security installation and monitoring as well as the
provision of security personnel at Mr. Liberty's residence during December 2024 and for a personal trip outside of the United States;
•
$
36,497
for the cost of the periodic use of a Company car and driver for commuting purposes for Mr. Liberty. The incremental cost
attributable to the personal use of the car was calculated by allocating the cost of the fuel between non-business and business use
based on total mileage travelled. The incremental cost of the driver was determined based on the cost of the driver’s salary and
benefits for the proportion of time the driver was used for non-business trips;
•
For Mr. Bayley, the total cost of residential security personnel during the month of December 2024; and
•
For Ms. Hodges Bethge, the cost of an annual physical exam.
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EXECUTIVE COMPENSATION TABLES
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TABLE OF CONTENTS
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Grants of Plan Based Awards in 2024
The following table provides information about cash (non-equity) and equity incentive compensation awarded to our NEOs in
2024, including (1) the range of possible cash payouts under our annual Executive Bonus Plan; (2) the grant date of equity
awards; (3) the number of time-based and performance-based restricted stock units granted; and (4)
the grant date fair value
of the time-based and performance-based equity grants calculated in accordance with FASB ASC Topic 718.
The time-based
and performance-based equity awards were granted under the Company’s 2008 Equity Incentive Plan, which is discussed in
greater detail in this proxy statement under the caption “Compensation Discussion and Analysis.”
|
Name
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
(1)
|
Grant
Date
|
Type of
Awards
|
Estimated Future
Payouts Under Equity
Incentive Plan Awards
(3)
|
All Other
Stock
Awards:
Number of
Shares of
Stocks or
Units
(#)
|
Grant Date
Fair Value
of Stock
Awards
(4)
($)
|
|||||||||||||||
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
||||||||||||||||
|
Jason T.
Liberty
|
0
|
2,700,000
|
5,400,000
|
–
|
–
|
||||||||||||||||
|
2/8/24
|
PSU
(5)
|
–
|
64,496
|
128,992
|
--
|
7,799,985
|
|||||||||||||||
|
2/8/24
|
RSU
(6)
|
--
|
--
|
42,997
|
5,199,950
|
||||||||||||||||
|
Naftali
Holtz
|
0
|
1,086,000
|
2,172,000
|
--
|
--
|
--
|
--
|
||||||||||||||
|
2/8/24
|
PSU
(5)
|
–
|
15,380
|
30,760
|
--
|
1,860,019
|
|||||||||||||||
|
2/8/24
|
RSU
(6)
|
--
|
--
|
10,253
|
1,239,972
|
||||||||||||||||
|
Michael W.
Bayley
|
0
|
1,628,350
|
3,256,700
|
--
|
--
|
--
|
--
|
||||||||||||||
|
2/8/24
|
PSA
(5)
|
–
|
24,806
|
49,612
|
--
|
2,999,976
|
|||||||||||||||
|
2/8/24
|
RSU
(6)
|
--
|
--
|
16,537
|
1,999,943
|
||||||||||||||||
|
Laura
Hodges
Bethge
|
0
|
883,300
|
1,766,600
|
--
|
--
|
--
|
--
|
||||||||||||||
|
2/8/24
|
PSU
(5)
|
–
|
9,922
|
19,844
|
--
|
1,199,942
|
|||||||||||||||
|
2/8/24
|
RSU
(6)
|
6,615
|
800,002
|
||||||||||||||||||
|
Harri U.
Kulovaara
|
0
|
907,000
|
1,814,000
|
--
|
--
|
--
|
--
|
||||||||||||||
|
450,000
|
(2)
|
--
|
--
|
--
|
--
|
||||||||||||||||
|
2/8/24
|
PSA
(5)
|
–
|
8,682
|
17,364
|
--
|
1,049,979
|
|||||||||||||||
|
2/8/24
|
RSU
(6)
|
--
|
--
|
5,788
|
699,986
|
||||||||||||||||
(1)
These values represent the threshold, target and maximum payouts under the Executive Bonus Plan. As discussed above, payouts under
our Executive Bonus Plan range from 0% to 200% based on the company-wide and, if applicable, brand-specific performance level
achieved and, except in the case of Mr. Liberty, the individual performance level achieved. For additional details on the final payout for
(2)
In addition to the amounts that may be earned pursuant to the Executive Bonus Plan,
Mr. Kulovaara is eligible to receive an incentive
payment equal to $150,000 for each ship delivered during the year. There were three ship deliveries for 2024.
(3)
These values represent the threshold, target and maximum number of shares that may be earned pursuant to the performance-based
award for the relevant performance period. As discussed above, payout on the performance-based awards range from 0% to 200%
based on the company-wide performance level achieved. For the annual performance-based awards granted in 2024, the PSUs or PSAs
will vest based on the achievement of certain performance metrics as further described in the Compensation Discussion and Analysis,
(4)
G
rant date fair value is calculated in accordance with FASB ASC Topic 718. With respect to the performance-based share awards, the
amount reported in this column represents the fair value of the award at the service inception date (i.e., the date the Talent and
Compensation Committee authorized the award) based upon the probable outcome of the performance conditions (i.e., target). See Note
11 of the consolidated financial statements in the Company’s Annual Report for the year ended December 31, 2024, regarding
assumptions underlying the valuation of each of these types of awards.
(5)
Represents annual performance-based awards granted on February 8, 2024, which will be earned based on RCG’s performance for the
three-year period ending December 31, 2026.
(6)
Represents the annual time-based RSUs granted on February 8, 2024, which will vest, or for which the transfer restrictions will lapse, in
three equal annual installments.
|
|
2025 Proxy Statement
|
59
|
|
TABLE OF CONTENTS
|
EXECUTIVE COMPENSATION TABLES
|
Outstanding Equity Awards at 2024 Fiscal Year End
The following table provides information concerning unvested restricted stock units and performance share awards for each
NEO outstanding as of the end of the fiscal year ended December 31, 2024. Each award is shown separately for each NEO.
|
Stock Awards
|
|||||||||||
|
Equity Incentive Plan Awards
|
|||||||||||
|
Name
|
Equity
Award
Grant Date
|
# of
Shares or
Units of Stock
That Have
Not Vested
(#)
|
Market value
of Shares or
Units of Stock
That Have
Not Vested
(1)
($)
|
# of
Unearned
Shares/Units
or Other
Rights
That Have
Not Vested
(#)
|
Market or
Payout
Value of
Unearned
Shares/Units or
Other Rights
that Have
Not Vested
(1)
($)
|
||||||
|
Jason T. Liberty
|
2/7/2022
|
105,264
|
(3)
|
24,283,352
|
|||||||
|
2/9/2023
|
277,536
|
(4)
|
64,024,780
|
||||||||
|
2/8/2024
|
128,992
|
(5)
|
29,757,164
|
||||||||
|
3/24/2021
|
4,126
|
(2)
|
951,827
|
||||||||
|
2/7/2022
|
17,544
|
(2)
|
4,047,225
|
||||||||
|
2/9/2023
|
41,119
|
(2)
|
9,485,742
|
||||||||
|
2/8/2024
|
42,997
|
(2)
|
9,918,978
|
||||||||
|
105,786
|
24,403,772
|
511,792
|
118,065,296
|
||||||||
|
Naftali Holtz
|
2/7/2022
|
21,052
|
(3)
|
4,856,486
|
|||||||
|
2/9/2023
|
60,816
|
(4)
|
14,029,643
|
||||||||
|
2/8/2024
|
30,760
|
(5)
|
7,096,024
|
||||||||
|
3/24/2021
|
766
|
(2)
|
176,709
|
||||||||
|
2/7/2022
|
3,508
|
(2)
|
809,261
|
||||||||
|
2/9/2023
|
9,010
|
(2)
|
2,078,517
|
||||||||
|
2/8/2024
|
10,253
|
(2)
|
2,365,265
|
||||||||
|
23,537
|
5,429,751
|
112,628
|
25,982,153
|
||||||||
|
Michael W. Bayley
|
2/7/2022
|
75,188
|
(3)
|
17,345,120
|
|||||||
|
2/9/2023
|
168,936
|
(4)
|
38,971,846
|
||||||||
|
2/8/2024
|
49,612
|
(5)
|
11,444,992
|
||||||||
|
2/8/2024
|
16,537
|
(2)
|
3,814,921
|
||||||||
|
16,537
|
3,814,921
|
293,736
|
67,761,958
|
||||||||
|
Laura Hodges Bethge
|
2/7/2022
|
15,038
|
(3)
|
3,469,116
|
|||||||
|
2/9/2023
|
31,857
|
(4)
|
7,349,091
|
||||||||
|
2/8/2024
|
19,844
|
(5)
|
4,577,812
|
||||||||
|
3/24/2021
|
773
|
(2)
|
178,323
|
||||||||
|
2/7/2022
|
2,506
|
(2)
|
578,109
|
||||||||
|
2/9/2023
|
4,720
|
(2)
|
1,088,857
|
||||||||
|
6/1/2023
|
1,361
|
(2)
|
313,969
|
||||||||
|
2/8/2024
|
6,615
|
(2)
|
1,526,014
|
||||||||
|
15,975
|
3,685,273
|
66,739
|
15,396,020
|
||||||||
|
60
|
2025 Proxy Statement
|
|
|
EXECUTIVE COMPENSATION TABLES
|
TABLE OF CONTENTS
|
|
Stock Awards
|
|||||||||||
|
Equity Incentive Plan Awards
|
|||||||||||
|
Name
|
Equity
Award
Grant Date
|
# of
Shares or
Units of Stock
That Have
Not Vested
(#)
|
Market value
of Shares or
Units of Stock
That Have
Not Vested
(1)
($)
|
# of
Unearned
Shares/Units
or Other
Rights
That Have
Not Vested
(#)
|
Market or
Payout
Value of
Unearned
Shares/Units or
Other Rights
that Have
Not Vested
(1)
($)
|
||||||
|
Harri U. Kulovaara
|
2/7/2022
|
22,556
|
(3)
|
5,203,444
|
|||||||
|
2/9/2023
|
43,200
|
(4)
|
9,965,808
|
||||||||
|
2/8/2024
|
17,364
|
(5)
|
4,005,701
|
||||||||
|
2/8/2024
|
5,788
|
(2)
|
1,335,234
|
||||||||
|
5,788
|
1,335,234
|
83,120
|
19,174,953
|
||||||||
(1)
Calculated based on the closing stock price of $
230.69
of the Company’s common stock on December 31, 2024.
|
Stock Awards
|
|||||||||||
|
Equity Incentive Plan Awards
|
|||||||||||
|
Name
|
Equity
Award
Grant Date
|
# of
Shares or
Units of Stock
That Have
Not Vested
(#)
|
Market value
of Shares or
Units of Stock
That Have
Not Vested
(1)
($)
|
# of
Unearned
Shares/Units
or Other
Rights
That Have
Not Vested
(#)
|
Market or
Payout
Value of
Unearned
Shares/Units or
Other Rights
that Have
Not Vested
(1)
($)
|
||||||
|
Harri U. Kulovaara
|
2/7/2022
|
22,556
|
(3)
|
5,203,444
|
|||||||
|
2/9/2023
|
43,200
|
(4)
|
9,965,808
|
||||||||
|
2/8/2024
|
17,364
|
(5)
|
4,005,701
|
||||||||
|
2/8/2024
|
5,788
|
(2)
|
1,335,234
|
||||||||
|
5,788
|
1,335,234
|
83,120
|
19,174,953
|
||||||||
(2)
Outstanding time-based RSUs vest in accordance with the following schedule: remaining time-based RSUs granted in 2021 through 2022
will vest in four equal annual installments commencing on the first anniversary of the award date; remaining time-based RSUs granted in
2023 and 2024 will vest in three equal annual installments commencing on the first anniversary of the award date. Time-based RSUs
awarded to NEOs eligible under the “Vesting into Retirement” policy vest on the later of the first anniversary of the grant date and the first
anniversary of the date the officer meets both the age and service criteria; however, these awards remain subject to restrictions on
transfer that lapse over the same period during which the RSUs otherwise would have been scheduled to vest.
(3)
Represents the 2022 PSU Awards for the three-year period ending December 31, 2024, which were earned based on RCG's
performance through December 31, 2024 and that vested on February 11, 2025 when the Talent and Compensation Committee
determined the actual payout level. See Compensation Discussion and Analysis – “Payout under 2022-2024 Performance-Based Equity
Awards" on page 50.
(4)
Represents the 2023 PSU Awards for the three-year period ending December 31, 2025 that, to the extent earned, will vest on the date in
2026 that the Talent and Compensation Committee sets the actual payout level for purposes of such grant. Reflects the maximum
number of PSUs/PSAs that may be earned. For the 2023 PSU Awards, maximum payout is reflected at 300%.
(5)
Represents the 2024 PSU Awards for the three-year period ending December 31, 2026 that, to the extent earned, will vest on the date in
2027 that the Talent and Compensation Committee sets the actual payout level for purposes of such grant. Reflects the maximum
number of PSUs/PSAs that may be earned.
|
|
2025 Proxy Statement
|
61
|
|
TABLE OF CONTENTS
|
EXECUTIVE COMPENSATION TABLES
|
Option Exercises and Stock Vested in 2024
The following table provides information for the NEOs on stock option exercises and the time-based RSUs and performance-
based awards that vested during 2024, including the number of shares acquired upon exercise or vesting and the value
realized, before payment of any applicable withholding tax and broker commissions.
|
Option Awards
|
Stock Awards
(1)
|
|||||
|
Name
|
Number
of Shares
Acquired on
Exercise
(#)
|
Number
of Shares
Acquired on
Vesting
(2)
(#)
|
Value
Realized on
Vesting
(3)
($)
|
|||
|
Jason T. Liberty
|
–
|
113,990
|
14,914,922
|
|||
|
Naftali Holtz
|
–
|
13,335
|
1,692,859
|
|||
|
Michael W. Bayley
|
–
|
148,056
|
19,445,346
|
|||
|
Harri U. Kulovaara
|
–
|
22,862
|
2,936,166
|
|||
|
Laura Hodges Bethge
|
–
|
10,667
|
1,388,747
|
|||
(1)
These columns reflect RSUs, PSUs, and PSAs previously awarded to the named executive officers that vested during 2024. For those
executives eligible to participate in the “Vesting into Retirement” policy on the grant date, the time-based RSUs and the PSAs vest on the
first anniversary of the grant date; however, the restrictions on transfer or sale of the time-based RSUs only lapse on the anniversary
dates of the grant date during the applicable vesting schedule, while the PSAs are only earned at the same time as the PSUs at the end
of the relevant performance period when the Talent and Compensation Committee approves the payout level. For those that become
eligible to participate in the “Vesting into Retirement” policy between the grant date and the vesting date, the time-based RSUs and the
PSUs vest on the later of (i) the first anniversary of the grant date and (ii) the first anniversary of the date the officer meets both the age
and service criteria; however, these awards remain subject to the same restrictions on transfer and the same criteria for being earned.
(2)
Of these amounts, shares were withheld by us to cover tax withholding obligations as follows: Mr. Liberty –
43,788
shares; Mr. Holtz –
4,336
; Mr. Bayley –
57,169
shares; Mr. Kulovaara –
7,888
shares, and Ms. Bethge –
3,685
shares.
(3)
Calculated based on the average of the high and low sales price of the Company’s common stock on the applicable vesting dates.
|
62
|
2025 Proxy Statement
|
|
|
EXECUTIVE COMPENSATION TABLES
|
TABLE OF CONTENTS
|
Executive Employment Agreements
We have employment agreements with each of our current NEOs. These agreements are intended to enhance the retention
and motivation of these key employees and include provisions protecting the Company such as non-competition and non-
solicitation clauses. The material terms of the employment agreements applicable as of December 31, 2024 are summarized
below. Ms. Bethge’s agreement is with Celebrity Cruises Inc.
Each NEO is entitled to receive an annual base salary, which may be increased, but not decreased, at any time during the
term at our sole discretion. Each NEO is also eligible to participate in and receive awards, in our discretion, pursuant to any
cash incentive compensation programs and any equity or long-term incentive plans on terms available to similarly situated
executives of the Company.
Each NEO’s employment can be terminated by us or by them at any time. For NEOs other than Mr. Holtz, if we terminate their
employment without “cause” or if such NEO resigns for “good reason” (as both terms are defined in the applicable employment
agreement), the NEO would be entitled to (i) two times the NEO’s then current base salary payable over the two year period
following termination, and (ii) two times the NEO’s “target” bonus under the annual Executive Bonus Plan for the year in which
the termination of employment occurs. With regard to Mr. Holtz, he would be entitled to a payment equal to his current base
salary payable over the one-year period following termination. In addition, the NEOs would be entitled to continued payment of
health and medical benefits for a period of two years (one year for Mr. Holtz and Ms. Hodges Bethge) commencing on the date
of termination, or until such time that he or she commences employment with a new employer, whichever occurs first, and
payment of reasonable professional search fees relating to outplacement. At our sole discretion, the NEOs (except for Ms.
Hodges Bethge) would also be eligible to receive a one-time lump sum termination bonus to be paid two years (one year for
Mr. Holtz) after the date of termination in an amount not to exceed 50% of the NEO’s base salary as of the date of termination.
All of these payments would be conditioned on the NEO executing a general release of claims for the benefit of the Company.
For NEOs other than Mr. Holtz and Ms. Hodges Bethge, if the NEO’s employment is terminated as a result of the NEO’s death
or disability, the NEO, or the NEO’s legal representative, would be entitled to, (i) payment equal to two times the NEO’s base
salary in effect at the time of termination of employment, (ii) payment of two times the NEO’s “target” bonus he or she would
have been entitled to receive under the annual Executive Bonus Plan in each year during the two year period commencing on
the date of termination, and (iii) any death or disability benefit, as applicable, provided in accordance with the terms of the
Company’s employee benefit plans then in effect. Mr. Holtz and Ms. Hodges Bethge, or their legal representative, would be
entitled to receive payment of compensation equal to the NEO’s base salary in effect though the date of termination, payment
of accrued benefits, and any benefits provided in accordance with applicable plans then in effect.
If the NEO’s employment is terminated for cause, we have no obligation to provide severance payments.
Any outstanding equity grants held by the NEO at the time of termination would be treated in the manner provided for in each
equity grant. Please see further information regarding treatment of equity grants under the heading “Payment Upon
Termination of Employment.”
Each NEO has agreed not to compete with the Company or its affiliates during the term of employment and for two years (one
year for Mr. Holtz) following termination of employment and to refrain from (i) employing the Company’s or its affiliates’
employees during such period or (ii) soliciting employees, consultants, lenders, suppliers or customers from discontinuing,
modifying or reducing the extent of their relationship with the Company during such period. During the term of the agreements
and subsequent thereto, the NEOs have agreed not to disclose or use any confidential information.
Payments Upon Termination of Employment
The following table
represents
payments and benefits to which the current NEOs would be entitled upon termination of their
employment in accordance with their employment agreements and our equity plans and agreements. Termination of
employment is assumed to occur, for purposes of this table, on December 31, 2024. Entitlements upon termination of
employment are governed by the NEOs’ employment agreements with the Company, which are described under the heading
“Employment Agreements.” In addition, the treatment of outstanding equity awards, which are unvested as of the time of
termination, are treated in accordance with the agreement and plan applicable to the particular award, as described below. We
do not provide any cash payments in the event of a change of control absent an employment termination nor do we increase
the amount of cash severance that would be due to a NEO in the event of his or her termination of employment in connection
with a change of control.
|
|
2025 Proxy Statement
|
63
|
|
TABLE OF CONTENTS
|
EXECUTIVE COMPENSATION TABLES
|
The table does not include amounts a NEO would be entitled to receive without regard to the circumstances of termination,
such as accrued vested equity awards or accrued retirement benefits (if retirement eligible) and deferred compensation.
Please see the “Outstanding Equity Awards at 2024 Fiscal Year-End” table for more information.
|
Termination Type
|
||||||||
|
Name
|
Benefit
|
Death or
Disability
($)
|
Termination
w/o Cause or for
Good Reason
(2)
($)
|
“Change of
Control w/
Termination”
($)
|
||||
|
Jason T. Liberty
|
Severance Payment
|
2,700,000
|
2,700,000
|
2,700,000
|
||||
|
Settlement of Outstanding Annual Bonus Award
|
5,400,000
|
5,400,000
|
5,400,000
|
|||||
|
Settlement of Outstanding Equity Awards
(1)
|
72,765,624
|
--
|
123,112,628
|
|||||
|
Medical and Dental Benefits Continuation
|
--
|
34,129
|
34,129
|
|||||
|
Outplacement Services
|
--
|
25,000
|
25,000
|
|||||
|
Total
|
80,865,624
|
8,159,129
|
131,271,756
|
|||||
|
Naftali Holtz
|
Severance Payment
|
--
|
905,000
|
905,000
|
||||
|
Settlement of Outstanding Annual Bonus Award
|
--
|
--
|
--
|
|||||
|
Settlement of Outstanding Equity Awards
(1)
|
16,082,553
|
--
|
27,103,288
|
|||||
|
Medical and Dental Benefits Continuation
|
--
|
17,064
|
17,064
|
|||||
|
Outplacement Services
|
--
|
25,000
|
25,000
|
|||||
|
Total
|
16,082,553
|
947,064
|
28,050,353
|
|||||
|
Michael W. Bayley
|
Severance Payment
|
2,246,000
|
2,246,000
|
2,246,000
|
||||
|
Settlement of Outstanding Annual Bonus Award
|
3,256,700
|
3,256,700
|
3,256,700
|
|||||
|
Settlement of Outstanding Equity Awards
(1)
|
31,200,592
|
--
|
61,474,756
|
|||||
|
Medical and Dental Benefits Continuation
|
--
|
21,127
|
21,127
|
|||||
|
Outplacement Services
|
--
|
25,000
|
25,000
|
|||||
|
Total
|
36,703,292
|
5,548,827
|
67,023,583
|
|||||
|
Harri U. Kulovaara
|
Severance Payment
|
1,814,000
|
1,814,000
|
1,814,000
|
||||
|
Settlement of Outstanding Annual Bonus Award
|
1,814,000
|
1,814,000
|
1,814,000
|
|||||
|
Settlement of Outstanding Equity Awards
(1)
|
9,261,742
|
--
|
17,276,508
|
|||||
|
Medical and Dental Benefits Continuation
|
--
|
24,073
|
24,073
|
|||||
|
Outplacement Services
|
--
|
25,000
|
25,000
|
|||||
|
Total
|
12,889,742
|
3,677,073
|
20,953,581
|
|||||
|
Laura Hodges Bethge
|
Severance Payment
|
--
|
1,606,000
|
1,606,000
|
||||
|
Settlement of Outstanding Annual Bonus Award
|
--
|
1,766,600
|
1,766,600
|
|||||
|
Settlement of Outstanding Equity Awards
(1)
|
10,158,434
|
--
|
16,205,502
|
|||||
|
Medical and Dental Benefits Continuation
|
--
|
12,208
|
12,208
|
|||||
|
Outplacement Services
|
--
|
25,000
|
25,000
|
|||||
|
Total
|
10,158,434
|
3,409,808
|
19,615,309
|
|||||
(1)
The cost of Settlement of Outstanding Equity Awards, reflects the following based on the terms of the Plan and the relevant awards
agreements:
a.
upon a termination due to death or disability, (i) all unvested time-based RSUs will immediately vest and (ii) all unearned
performance-based awards will be earned at target and, to the extent not yet vested, immediately vest; and
b.
upon a termination of the executive’s employment by the Company without “cause” or by the executive for “good reason” within
18 months following a “change of control”, (i) all unvested time-based RSUs will immediately vest and (ii) all unearned
performance-based awards will be earned based upon the Talent and Compensation Committee’s then best estimate of the
shares that have been earned will be awardable at the end of the performance period, and, to the extent not yet vested,
immediately vest.
For purposes of the table above, we assumed that the Company would meet target for each of the
performance-based awards.
(2)
Outstanding equity awards for each of Mr. Bayley and Mr. Kulovaara will continue to vest in accordance with their terms based on having
met the age and service criteria under our Vesting into Retirement Policy.
|
64
|
2025 Proxy Statement
|
|
|
CEO PAY RATIO
|
TABLE OF CONTENTS
|
CEO Pay Ratio
In August 2015, pursuant to a mandate of the Dodd Frank Wall Street Reform and Consumer Protection Act, the SEC adopted
a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual
compensation of the Principal Executive Officer (“PEO”). Due to maritime requirements and the practical implications of
employment on ships with worldwide operations, our shipboard employees receive certain benefits and accommodations that
are not typically provided to shoreside employees including housing and meals while on the ship and medical care for any
injuries or illnesses that occur while in the service of the ship. These benefits and accommodations are free of cost to each
shipboard employee. Additionally, because our shipboard employees are away from home for extended periods of time while
on the ship, they do not work for the entire year. Our shipboard employees also generally reside outside of the U.S., where the
cost of living may be significantly lower than in the United States.
We calculated median gross wages of our global employee population as of December 31, 2024 (excluding shipboard
employees who were not assigned to any sailing during the year and thus did not receive any compensation) to identify our
median employee. We did not annualize the pay for our employees when identifying our median. We determined that this
person was a crew member whose total compensation for 2024, calculated consistent with Item 402(c) of Regulation
$18,799
.
This figure includes shipboard pension and gratuities directly billed to our guests but excludes any cash gratuities paid directly
to the employee by guests. Based upon this methodology and the CEO’s total compensation, as set forth in the Summary
Compensation Table, we estimate the ratio of our CEO’s pay to the median employee’s pay is
1037
to 1.
Pay Versus
Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of
Regulation S-K, we are providing the following information about the relationship between executive compensation actually
paid and the Company’s financial performance.
TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE
The following table discloses information on “compensation actually paid” (CAP) to our principal executive officer (PEO) and
(on average) to our other NEOs during the specified years alongside total shareholder return (TSR) and net income metrics, as
well as a Company-selected measure of Adjusted EPS. The Company selected this measure as the most important in linking
compensation actually paid to our NEOs for 2024 to Company performance, as Adjusted EPS was the predominant metric
used in evaluating company-wide performance under our Executive Bonus Plan (65%) and comprised 45% of PSU awards
granted to our NEOs in 2024 for the performance period ending December 2026, as described in more detail in the
The CAP amounts in the table below reflect a re-valuation of equity awards granted to our Principal Executive Officer(s)
(PEOs) and other NEOs. SEC regulations instruct us to back out the grant date fair value of equity awards that is used in the
Summary Compensation Table and replace it with values for unvested equity awards at each year end and change in fair value
of shares that vested in the year. Accordingly, the CAP is an alternative way of calculating the value for executive equity
awards that uses the stock price at year end for unvested grants and at vest dates for those that vest in the year, instead of the
stock price at grant for only those awards newly granted in the year. For NEOs that have served for more than the current year,
the CAP values are higher because they include values for all prior grants, not just the current year. The Summary
Compensation Table already incorporates the value of the cash incentive paid for each year, so that performance-related
compensation component is unchanged in the CAP amounts in the table.
For 2024, the CAP to our PEO and average CAP to our other NEOs is significantly higher than the amounts shown in the
Summary Compensation Table, primarily due to the significant increase in the price of our common stock after the applicable
equity award grant dates. Accordingly, the value of our equity awards at vest and the value of unvested awards was higher
than the value at grant shown in the Summary Compensation Table.
Our stock price increased by
78%
from year end 2023 to
year end 2024.
This stock price increase is aligned with increases in the Company’s Adjusted EPS results for 2024.
In addition,
the Company's cumulative shareholder return in 2024 was
80%
, which significantly outpaced the Dow Jones U.S. Travel &
Leisure Index with 2024 TSR of
20%
%.
For the full year 2024, the company reported Net Income of $2.9 billion or $10.94 per share compared to Net Income of $1.7
billion or $6.31 per share in the prior year. In line with this improved financial performance and stock price increase, the 2024
CAP for our PEO and other NEOs represents a significant increase from 2023.
|
|
2025 Proxy Statement
|
65
|
|
TABLE OF CONTENTS
|
PAY VERSUS PERFORMANCE
|
|
Value of initial fixed
$100 investment
based on:
|
|||||||||||||||||||
|
Fiscal
Year
|
SCT Total
Compensation
for PEO
(1)
($)
|
Compensation
Actually Paid
to PEO
(2)
($)
|
SCT Total
Compensation
for Former
PEO
($)
|
Compensation
Actually Paid to
Former PEO
($)
|
Average
SCT Total
Compensation
for Non-PEO
NEOs
(3)
($)
|
Average
Compensation
Actually Paid
to Non-PEO
NEOs
(2)
($)
|
Company
TSR
(4)
($)
|
Peer
Group
TSR
(4)
($)
|
Net
Income
(5)
($M)
|
Adjusted
EPS
(6)
($)
|
|||||||||
|
2024
|
|
|
–
|
–
|
|
|
|
|
|
|
|||||||||
|
2023
|
|
|
n/a
|
n/a
|
|
|
|
|
|
|
|||||||||
|
2022
|
|
|
|
(
|
|
|
|
|
(
|
(
|
|||||||||
|
2021
|
|
|
|
|
|
|
|
|
(
|
(
|
|||||||||
|
2020
|
|
|
|
(
|
|
|
|
|
(
|
(
|
|||||||||
(2)
The
dollar
amounts shown in these columns reflect “compensation actually paid” to the NEOs calculated in accordance with SEC rules.
As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future
periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to
either individual during the applicable years. The adjustments made to each officer’s total compensation for each year to determine CAP
are shown in the table below. For
Mr. Liberty
, information is only included with respect to 2022 through 2024, the years in which he served
as CEO.
|
2024
|
2023
|
2022
|
2021
|
2020
|
||||||||
|
Current PEO
($)
|
Current PEO
($)
|
Current PEO
($)
|
Former PEO
($)
|
Former PEO
($)
|
Former PEO
($)
|
|||||||
|
Total Reported in Summary Compensation
Table (SCT)
|
|
|
|
|
|
|
||||||
|
Deduct Change in Pension Value and
NQDC Earnings Reported in SCT
|
|
|
|
|
(
|
(
|
||||||
|
Add Pension Service Cost and Impact of
Pension Plan Amendments
|
|
|
|
|
|
|
||||||
|
Deduct Value of Stock Awards Reported in
SCT
|
(
|
(
|
(
|
(
|
(
|
(
|
||||||
|
Add Year-End Fair Value of Awards
Granted in Fiscal Year that are Unvested
and Outstanding
|
|
|
|
|
|
|
||||||
|
Add Change in Fair Value of Prior Year
Awards that are Outstanding and Unvested
|
|
|
(
|
(
|
|
(
|
||||||
|
Add Change in Fair Value (from Prior Year-
End) of Prior Year Awards that Vested in
Year
|
|
|
|
|
|
|
||||||
|
Add Fair Value of Awards Granted in Fiscal
Year that Vested in the Same Fiscal Year
|
|
|
(
|
|
|
(
|
||||||
|
Deduct Prior Year Fair Value of Prior Year
Awards that Failed to Vest this Year
|
|
|
|
|
|
|
||||||
|
Total Adjustments
|
|
|
(
|
(
|
(
|
(
|
||||||
|
Compensation Actually Paid for Fiscal Year
|
|
|
|
(
|
|
(
|
||||||
|
66
|
2025 Proxy Statement
|
|
|
PAY VERSUS PERFORMANCE
|
TABLE OF CONTENTS
|
|
2024
|
2023
|
2022
|
2021
|
2020
|
||||||
|
Other NEOs
($)
|
Other NEOs
($)
|
Other NEOs
($)
|
Other NEOs
($)
|
Other NEOs
($)
|
||||||
|
Total Reported in Summary Compensation
Table (SCT)
|
|
|
|
|
|
|||||
|
Deduct Change in Pension Value and
NQDC Earnings Reported in SCT
|
|
|
|
(
|
(
|
|||||
|
Add Pension Service Cost and Impact of
Pension Plan Amendments
|
|
|
|
|
|
|||||
|
Deduct Value of Stock Awards Reported in
SCT
|
(
|
(
|
(
|
(
|
(
|
|||||
|
Add Year-End Fair Value of Awards Granted
in Fiscal Year that are Unvested and
Outstanding
|
|
|
|
|
|
|||||
|
Add Change in Fair Value of Prior Year
Awards that are Outstanding and Unvested
|
|
|
(
|
|
(
|
|||||
|
Add Change in Fair Value (from Prior Year-
End) of Prior Year Awards that Vested in
Year
|
(
|
|
|
|
|
|||||
|
Add Fair Value of Awards Granted in Fiscal
Year that Vested in the Same Fiscal Year
|
|
|
(
|
|
(
|
|||||
|
Deduct Prior Year Fair Value of Prior Year
Awards that Failed to Vest this Year
|
|
|
|
|
|
|||||
|
Total Adjustments
|
|
|
(
|
(
|
(
|
|||||
|
Compensation Actually Paid for Fiscal Year
|
|
|
|
|
|
NEOs included in the table above are the following individuals: for 2024: Naftali Holtz, Michael Bayley, Harri U. Kulovaara, and Laura
Hodges Bethge; for 2023: Naftali Holtz, Michael Bayley, Lisa Lutoff-Perlo, Harri U. Kulovaara, and Laura Hodges Bethge; for 2022: Naftali
Holtz, Michael Bayley, Lisa Lutoff-Perlo, and Harri U. Kulovaara; for 2021: Jason Liberty, Michael W. Bayley, Lisa Lutoff-Perlo and Harri U.
group referenced for purpose of the TSR comparison is the group of companies included in the Dow Jones U.S. Travel and Leisure
Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Talent
(5)
Reflects after-tax net income (loss) attributable to shareholders prepared in accordance with GAAP for each of the years shown.
average shares outstanding or by diluted weighted average shares outstanding, as applicable. Adjusted Net Income (Loss) represents
net income (loss) less net income attributable to noncontrolling interest, excluding certain items for which we believe adjusting for is
meaningful when assessing our performance on a comparative basis. Refer to the Annex of this Proxy Statement.
TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING COMPENSATION ACTUALLY PAID DURING
2024 TO COMPANY PERFORMANCE
As required, we disclose below the most important measures (unranked) used by the Company to link compensation actually
paid to our NEOs for 2024 to Company performance. For further information regarding these performance metrics and their
function in our executive compensation program, please see “Compensation Discussion and Analysis” beginning on page
35
.
|
|
|
|
|
|
|
|
2025 Proxy Statement
|
67
|
|
TABLE OF CONTENTS
|
PAY VERSUS PERFORMANCE
|
DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL
PERFORMANCE MEASURES
The below graphical illustrations demonstrate the relationship between compensation actually paid to the NEOs over the last
three fiscal years as compared to TSR, Net Income, and Adjusted EPS over the last five fiscal years. Generally, compensation
actually paid (for both the PEO(s) and NEOs) since fiscal 2020 has increased or decreased as each of TSR, Net Income, and
Adjusted EPS has increased or decreased, respectively. However, the compensation in fiscal 2021 for the N
EOs does not
align with that trend as Mr. Liberty, Mr. Bayley, and Ms. Lutoff-Perlo received special retention equity grants. In accordanc
e
with Item 402(v) of Regulation S-K, the Company is providing the following descriptions (shown graphically) of the
relationships between information presented in the Pay versus Performance
table
.
|
68
|
2025 Proxy Statement
|
|
|
PAY VERSUS PERFORMANCE
|
TABLE OF CONTENTS
|
|
|
2025 Proxy Statement
|
69
|
|
TABLE OF CONTENTS
|
Director Compensation for 2024
We pay annual cash retainers of $100,000 to our directors for their service on the Board. We also pay annual cash retainers
for chairing and service on various Board committees. The amount of these retainers in 2024 for a full year of service was as
follows:
|
Committee Role
|
Audit
Committee
($)
|
Talent &
Compensation
Committee
($)
|
Nominating &
Corporate Governance
Committee
($)
|
Safety, Environment,
Sustainability &
Health Committee
($)
|
||||
|
Chairman
|
35,000
|
25,000
|
20,000
|
20,000
|
||||
|
Member
|
20,000
|
12,000
|
10,000
|
10,000
|
Directors do not earn fees for each meeting attended; however, they are reimbursed for their travel expenses and,
occasionally, for those of an accompanying guest. Our Lead Director received a further annual cash retainer of $75,000 for
2024. In addition, our Chair of the Board, is entitled to an additional cash retainer of $225,000 annually. Mr. Liberty does not
receive any compensation for his service as director.
In February 2024, each non-employee director received restricted stock units with a fair market value of $286,864 as of the
grant date, based on $220,000 annual grant date value of awards prorated to reflect that there would be fifteen rather than
twelve months between grants in 2023 - 2024. These restricted stock units will vest in full after the earlier of (i) one year and
(ii) the next annual meeting. Effective February 2024, our stock ownership guidelines require directors to accumulate
ownership of at least $500,000 of our common stock (which is five times their annual cash retainer for Board service),
including the value of restricted stock and restricted stock units, within three years of becoming a director. If the value of their
stock holdings falls below this amount, directors cannot sell shares of our common stock until the value once again exceeds
the required amount. In addition, non-employee directors may not be granted awards with a dollar value, which together with
cash compensation paid to such director for such calendar year, would exceed $750,000.
In order to increase their knowledge and understanding of our business, we encourage our non-employee Board members and
their families to experience our cruises. As a result, we have adopted a Non-Management Director Cruise Policy. Under this
policy, with certain limited exceptions, a Board member is entitled to up to two complimentary staterooms on two cruises per
year for the Board member and any immediate family accompanying the Board member on the cruise. Additional guests
traveling with a Board member will receive a 20% discount off the lowest available fare for up to five staterooms, consistent
with the benefit provided to other Company employees. These benefits are provided at no incremental cost to the Company.
The CEO may grant exceptions to this policy at his discretion but did not do so in 2024.
|
70
|
2025 Proxy Statement
|
|
|
TABLE OF CONTENTS
|
The table
below summarizes the compensation of each person serving as a non-employee director in 2024.
|
Name
|
Fees Earned or
Paid in Cash
($)
|
Stock
Awards
(1)(2)
($)
|
All Other
Compensation
)
($)
|
Total
($)
|
||||
|
John F. Brock
|
130,572
|
286,864
|
–
|
417,435
|
||||
|
Richard D. Fain
|
325,000
|
286,864
|
–
|
611,864
|
||||
|
Stephen R. Howe, Jr.
|
144,286
|
286,864
|
–
|
431,149
|
||||
|
William L. Kimsey
|
207,143
|
286,864
|
–
|
494,007
|
||||
|
Michael O. Leavitt
|
120,000
|
286,864
|
–
|
406,864
|
||||
|
Amy McPherson
|
112,000
|
286,864
|
–
|
398,864
|
||||
|
Maritza G. Montiel
|
130,285
|
286,864
|
–
|
417,149
|
||||
|
Ann S. Moore
|
112,000
|
286,864
|
–
|
398,864
|
||||
|
Eyal M. Ofer
|
120,000
|
286,864
|
–
|
406,864
|
||||
|
Vagn O. Sørensen
|
145,000
|
286,864
|
–
|
431,864
|
||||
|
Donald Thompson
|
122,000
|
286,864
|
–
|
408,864
|
||||
|
Arne Alexander Wilhelmsen
|
120,000
|
286,864
|
–
|
406,864
|
||||
|
Rebecca Yeung
|
117,143
|
286,864
|
–
|
404,006
|
(1)
The column titled “Stock Awards” reports the fair value of restricted stock unit awards at their grant date in
2024
calculated in accordance
with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For the
assumptions used in valuing these awards for purposes of computing this expense, please see Note 11 of the consolidated financial
statements in the Company’s Annual Report for the year ended December 31, 2024.
(2)
As of December 31, 2024, each non-employee director listed in the table held 2,372 unvested RSUs that vest one year following the
grant date.
|
|
2025 Proxy Statement
|
71
|
The board recommends a
vote
“FOR”
this proposal.
PROPOSAL 3
Ratification of Principal
Independent Registered Public
Accounting Firm
The Audit Committee has appointed PricewaterhouseCoopers LLP as our principal independent auditor for the fiscal year
ending December 31, 2025. PricewaterhouseCoopers LLP has served in this capacity since at least 1989. A representative of
PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting to respond to questions from the shareholders
and to make a statement if the representative desires to do so.
Although ratification by the shareholders of the appointment of our principal independent auditor is not required, the Board is
submitting the selection of PricewaterhouseCoopers LLP for ratification because the Board values the views of our
shareholders on the selection and believes doing so is consistent with good corporate governance. If the shareholders do not
approve this proposal, the Audit Committee will re-evaluate its selection, taking into consideration the shareholder vote.
However, the Audit Committee is solely responsible for selecting and terminating our independent registered public accounting
firm and may do so at any time at its discretion.
The Board unanimously recommends a vote
"FOR"
ratification of the selection of PricewaterhouseCoopers LLP
as our principal independent auditor for the 2025 fiscal year.
|
72
|
2025 Proxy Statement
|
|
|
AUDIT FEES
|
Audit Fees
Aggregate fees for professional services rendered by PricewaterhouseCoopers LLP for the fiscal years ended December 31,
2024, and 2023 were:
|
2024
($)
|
2023
($)
|
||
|
Audit fees
(1)
|
4,678,355
|
4,352,366
|
|
|
Audit-related fees
(2)
|
800,448
|
219,353
|
|
|
Tax fees
(3)
|
14,580
|
13,132
|
|
|
All other fees
(4)
|
3,825
|
3,825
|
|
|
Total
|
5,497,208
|
4,588,676
|
(1)
The audit fees for the fiscal years ended December 31, 2024 and 2023 were for professional services rendered for the integrated audits
|
2024
($)
|
2023
($)
|
||
|
Audit fees
(1)
|
4,678,355
|
4,352,366
|
|
|
Audit-related fees
(2)
|
800,448
|
219,353
|
|
|
Tax fees
(3)
|
14,580
|
13,132
|
|
|
All other fees
(4)
|
3,825
|
3,825
|
|
|
Total
|
5,497,208
|
4,588,676
|
of the Company’s consolidated financial statements and system of internal control over financial reporting, quarterly reviews, statutory
audits required by foreign jurisdictions, consents, issuance of comfort letters, and review of documents filed with the SEC.
(2)
The audit-related fees for the fiscal years ended December 31, 2024 and 2023 were for the audits of the Company’s retirement savings
plan, pre-implementation reviews of processes or systems, and other attest services.
(3)
Tax fees for the fiscal years ended December 31, 2024 and 2023 were for services performed in connection with international tax
compliance and transfer pricing.
(4)
All other fees for the fiscal years ended December 31, 2024 and 2023 were for subscription fees for accounting and auditing research
software.
Pursuant to the terms of its charter, the Audit Committee approves all audit and audit related engagement fees and terms and
all non-audit engagements with the principal independent auditor. The Chair of the Audit Committee also has the authority to
approve any non-audit engagements with the independent registered public accounting firm but must report any such
approvals to the Audit Committee at its next meeting. Our Audit Committee was not called upon in the fiscal year ended
December 31, 2024, to approve, after the fact, any non-audit, review or attest services pursuant to the pre-approval waiver
provisions of the auditor independence rules of the SEC and the Audit Committee charter.
Consistent with these policies and procedures, the Audit Committee approved all of the services rendered by
PriceWaterhouseCoopers LLP during fiscal year 2024, as described above. Additionally, the Audit Committee has considered
and determined that the services provided by PricewaterhouseCoopers LLP are compatible with maintaining
PricewaterhouseCoopers LLP’s independence.
|
|
2025 Proxy Statement
|
73
|
|
REPORT OF THE AUDIT COMMITTEE
|
Report of the Audit Committee
The Audit Committee is composed of five non-management directors, each of whom meets the independence and financial
literacy requirements of the New York Stock Exchange and SEC rules. In addition, four of the members qualify as “audit
committee financial experts” as defined by the SEC.
The Audit Committee operates under a written charter adopted by the Board of Directors, which may be accessed on our
website at www.rclinvestor.com. The Audit Committee reviews and assesses the adequacy of its charter on an annual basis. In
accordance with the charter, the Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with
respect to the quality and integrity of the Company’s financial statements; the qualifications, independence and performance of
the Company’s principal independent auditor; the performance of the Company’s internal audit function; and the Company’s
compliance with legal and regulatory requirements in connection with the foregoing.
It is the responsibility of the Company’s management to prepare the Company’s financial statements and to develop and
maintain adequate systems of internal control over financial reporting. The internal auditor’s responsibility is to review and,
when appropriate, audit the internal control over financial reporting. The Company’s principal independent auditor has the
responsibility to express an opinion on the financial statements and internal control over financial reporting based on an audit
conducted in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”).
As part of its oversight of the Company’s financial statements, the Audit Committee reviews and discusses with both
management and the Company’s principal independent auditor all annual and quarterly financial statements prior to their
issuance. During 2024, management advised the Audit Committee that each set of financial statements reviewed had been
prepared in accordance with generally accepted accounting principles, and management reviewed significant accounting and
disclosure issues with the Audit Committee. These reviews included discussion with the principal independent auditor of
matters required to be discussed by the applicable requirements of the PCAOB and the SEC, including the quality of the
Company’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial
statements. The Audit Committee also discussed with the principal independent auditor matters relating to its independence,
including the written disclosures and letter from the principal independent auditor to the Audit Committee required by
applicable PCAOB requirements regarding the independent accountants’ communications with the Audit Committee
concerning independence. The Audit Committee has also considered whether the provision of non-audit services is compatible
with maintaining the independence of the principal independent auditor.
The Audit Committee also has reviewed and discussed with management, the internal auditor and the principal independent
auditor the Company’s internal controls report and the auditor’s attestation of the report.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the
audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31,
2024, for filing with the SEC.
THE AUDIT COMMITTEE
•
Stephen R. Howe, Jr. Chair
•
William Kimsey
•
Maritza G. Montiel
•
Vagn O. Sørensen
•
Rebecca Yeung
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2025 Proxy Statement
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|
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
||
Security Ownership of Certain Beneficial Owners and Management
PRINCIPAL SHAREHOLDERS
This table sets forth information as of April 1, 2025 about persons we know to beneficially own
(1)
more than five percent of our
common stock.
|
Name of Beneficial Owner
|
Shares of
Common Stock
(#)
|
Percentage of
Ownership
(2)
(%)
|
||
|
Capital Research Global Investors
|
28,233,528
|
(3)
|
10.4%
|
|
|
The Vanguard Group
|
25,813,725
|
(4)
|
9.5%
|
|
|
AWILHELMSEN AS
|
18,167,507
|
(5)
|
6.7%
|
|
|
BlackRock, Inc.
|
16,222,105
|
(6)
|
6.0%
|
|
|
Capital World Investors
|
13,802,642
|
(7)
|
5.1%
|
|
(1)
A per
son is deemed to be the beneficial owner of securities to which such person has the right to acquire within 60 days from April 1,
|
Name of Beneficial Owner
|
Shares of
Common Stock
(#)
|
Percentage of
Ownership
(2)
(%)
|
||
|
Capital Research Global Investors
|
28,233,528
|
(3)
|
10.4%
|
|
|
The Vanguard Group
|
25,813,725
|
(4)
|
9.5%
|
|
|
AWILHELMSEN AS
|
18,167,507
|
(5)
|
6.7%
|
|
|
BlackRock, Inc.
|
16,222,105
|
(6)
|
6.0%
|
|
|
Capital World Investors
|
13,802,642
|
(7)
|
5.1%
|
|
2025, including upon the exercise of options, warrants and other convertible securities.
(2)
Applicable percentage ownership is rounded and based on 271,509,334 shares of common stock outstanding as of April 1, 2025.
(3)
Represents shares beneficially owned by Capital Research Global Investors, 333 South Hope Street, 55th Floor, Los Angeles, California
90071. Of the total shares owned, the nature of beneficial ownership is as follows: sole voting power over 28,231,156 shares; and sole
dispositive power over 28,233,528 shares. The foregoing information is based on Amendment 3 to Schedule 13G/A filed by Capital
Research Global Investors with the SEC on February 13, 2025.
(4)
Represents shares beneficially owned by The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355. Of the total shares owned, the
nature of beneficial ownership is as follows: shared voting power over 300,138 shares; sole dispositive power over 24,774,072 shares;
and shared dispositive power over 1,039,653 shares. The foregoing information is based solely on Amendment 10 to Schedule 13G/A
filed by The Vanguard Group with the SEC on July 10, 2024.
(5)
AWILHELMSEN AS is a Norwegian corporation, the indirect beneficial owners of
which are members of the Wilhelmsen family of Norway.
The shares reported in the table include 5,035,259 shares owned by AWECO Invest AS, an affiliate of AWILHELMSEN AS.
AWILHELMSEN AS has the power to vote and dispose of the shares owned by AWECO Invest AS pursuant to an agreement between
AWILHELMSEN AS and AWECO Invest AS. The address of AWILHELMSEN AS is Beddingen 8, Aker Brygge, 1250 Oslo P.O. Box 1583,
Vika N 0118 Oslo, Norway. The foregoing information is based on Amendment 6 to Schedule 13G/A filed by AWILHELMSEN AS with the
SEC on February 12, 2025 and Form 4 filed by Arne Alexander Wilhelmsen with the SEC on November 21, 2024.
(6)
Represents shares beneficially owned by BlackRock, Inc., 50 Hudson Yards, New York, NY 10001. Of the total shares owned, the nature
of beneficial ownership is as follows: sole voting power over 14,880,280 shares; and sole dispositive power over 16,222,105 shares. The
foregoing information is based solely on Amendment 3 to Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 2, 2024.
(7)
Represents shares beneficially owned by Capital World Investors, 333 South Hope Street, 55th Floor, Los Angeles, California 90071. Of
the total shares owned, the nature of beneficial ownership is as follows: sole voting power over 13,678,305 shares and sole dispositive
power over 13,802,642 shares. The foregoing information is based on Schedule 13G filed by Capital World Investors with the SEC on
November 13, 2024.
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|
|
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
|
||
Security Ownership of Directors and Executive Officers
This table sets forth information as of April 1, 2025 about the number of shares of common stock beneficially owned
(1)
by (i) our
directors; (ii) the named executive officers listed in the “Compensation Discussion and Analysis” above; and (iii) our directors
and executive officers as a group.
The number of shares beneficially owned by each named person or entity is determined under rules of the SEC, and the
information is not necessarily indicative of beneficial ownership for any other purpose.
No shares of common stock held by our directors or named executive officers have been pledged.
|
Name of Beneficial Owner
|
Shares of
Common Stock
(#)
|
Percentage of
Ownership
(2)
(%)
|
||
|
Michael W. Bayley
|
25,542
|
*
|
||
|
John F. Brock
|
26,330
|
*
|
||
|
Richard D. Fain
|
305,892
|
(3)
|
*
|
|
|
Naftali Holtz
|
23,291
|
*
|
||
|
Laura Hodges Bethge
|
7,201
|
*
|
||
|
Stephen R. Howe, Jr.
|
13,427
|
*
|
||
|
William L. Kimsey
|
32,386
|
*
|
||
|
Harri U. Kulovaara
|
29,889
|
*
|
||
|
Michael O. Leavitt
|
7,310
|
*
|
||
|
Jason T. Liberty
|
62,101
|
*
|
||
|
Amy McPherson
|
9,702
|
*
|
||
|
Maritza G. Montiel
|
15,964
|
*
|
||
|
Ann S. Moore
|
28,133
|
*
|
||
|
Eyal M. Ofer
|
42,055
|
*
|
||
|
Vagn O. Sørensen
|
25,837
|
*
|
||
|
Donald Thompson
|
38,691
|
*
|
||
|
Arne Alexander Wilhelmsen
|
18,174,326
|
(4)
|
6.69
|
|
|
Rebecca Yeung
|
4,833
|
*
|
||
|
All directors and executive officers as a group (19 persons)
|
18,890,830
|
6.95
|
||
*
Denotes beneficial ownership of less than 1% of the outstanding shares of common stock
(1)
A person is deemed to be the beneficial owner of securities to which such person has the right to acquire within 60 days from April 1,
2025. For each of the directors, the total holdings includes 2,372 restricted stock units that are scheduled to vest on May 28, 2025.
(2)
Applicable percentage ownership is based on 271,509,334 shares of common stock outstanding as of April 1, 2025.
(3)
Includes 50,624 shares owned by the Fain Family Foundation. This column does not include shares owned by trusts for the benefit of
members of the Fain family in which Mr. Fain does not have any beneficial interest or shares directly or indirectly owned by Mr. Fain’s
adult children.
(4)
Includes 18,167,507 shares beneficially owned by AWILHELMSEN AS. Mr. Wilhelmsen disclaims beneficial ownership of these shares.
|
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|
|
EQUITY COMPENSATION PLAN INFORMATION
|
||
Equity Compensation Plan Information
The following table summarizes our equity plan information as of December 31, 2024.
|
Plan Category
|
Column A:
Number of Securities to
Be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
(#)
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
($)
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column A)
(#)
|
||||
|
Equity compensation plans
approved by security holders
|
1,549,375
|
(1)
|
–
|
9,411,994
|
(2)
|
||
|
Equity compensation plans
not approved by security holders
|
–
|
–
|
–
|
||||
|
Total
|
1,549,375
|
–
|
9,411,994
|
||||
(1)
Includes unvested or unsettled restricted stock units and unvested performance share units under our 2008 Equity Incentive Plan.
(2)
Includes 8,413,137 shares available for issuance under our 2008 Equity Incentive Plan, as amended and restated, plus
998,857
shares
remaining available, as well as the number of shares subject to purchase during any current purchase period, under the 1994 Employee
Stock Purchase Plan.
|
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2025 Proxy Statement
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77
|
General Information
AVAILABILITY OF PROXY MATERIALS
Under the rules adopted by the SEC, we are furnishing proxy materials to our shareholders primarily over the Internet. We
believe that this process expedites shareholders’ receipt of these materials, lowers the costs of our Annual Meeting and helps
to conserve natural resources. On or about April 18, 2025, we mailed to each of our shareholders (other than those who
previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on
how to access and review the proxy materials, including this proxy statement and our Annual Report on Form 10-K for the year
ended December 31, 2024, on the Internet and how to access a proxy card to vote on the Internet. The Notice of Internet
Availability of Proxy Materials also contains instructions on how to receive a paper copy of the proxy materials. If you received
a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you
request one. If you received paper copies of our proxy materials, you may also view these materials at www.proxyvote.com.
WHO MAY VOTE
Each share of our common stock outstanding as of the close of business on April 10, 2025 (the “Record Date”) is entitled to
one vote at the Annual Meeting. At the close of business on the Record Da
te, 271,555,785 s
hares of our common stock were
outstanding and entitled to vote. You may vote all of the shares owned by you as of the close of business on the Record Date.
These shares include shares that are (1) held of record directly in your name (in which case, you are a “Record Holder” with
respect to such shares) and (2) held for you as the beneficial owner through a broker, bank or other nominee (in which case,
you are a “Beneficial Holder” with respect to such shares). There are some distinctions between being a Record Holder and a
Beneficial Holder as described herein.
SHARES HELD OF RECORD
If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered
the Record Holder with respect to those shares, and the proxy materials were sent directly to you by Royal Caribbean. As the
Record Holder, you have the right to grant your voting proxy directly to us or to vote in person at the Annual Meeting. If you
requested to receive printed proxy materials, we have enclosed or sent a proxy card for you to use. You may also vote on the
Internet as described in the Notice of Internet Availability of Proxy Materials and below under the heading “How to Vote.”
SHARES OWNED BENEFICIALLY
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the Beneficial Holder
of shares held in street name, and the proxy materials were forwarded to you by your broker or other nominee who is
considered, with respect to those shares, the shareholder of record. As the Beneficial Holder, you have the right to direct your
broker or other nominee on how to vote the shares in your account, and you are also invited to attend the Annual Meeting.
REQUIREMENTS TO ATTEND THE ANNUAL MEETING
You are invited to attend the Annual Meeting if you are a Record Holder or Beneficial Holder as of the Record Date. If you are
a Record Holder, you must bring proof of identification, such as a valid driver’s license, for admission to the Annual Meeting. If
you are a Beneficial Holder, you will need to provide proof of ownership by bringing either your proxy card provided to you by
your broker or a copy of your brokerage statement showing your share ownership as of the Record Date.
HOW TO VOTE
Voting in Person
Shares held in your name as the Record Holder may be voted in person at the Annual Meeting. Shares for which you are the
Beneficial Holder may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker or other
nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we
recommend that you also vote by proxy in advance of the meeting so that your vote will be counted if you later decide not to
attend the meeting.
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2025 Proxy Statement
|
|
|
GENERAL INFORMATION
|
Voting Without Attending the Annual Meeting
Regardless of how you hold your shares, you may vote your shares without attending the Annual Meeting. You may vote by
granting a proxy or, for shares held as a Beneficial Holder, by submitting voting instructions to your broker or other nominee.
You may also vote using the Internet or by mail as outlined in the Notice of Internet Availability of Proxy Materials or on your
proxy card. Please see the Notice of Internet Availability of Proxy Materials, your proxy card or the information your bank,
broker or other holder of record provided to you for more information on these options. Votes cast by Internet have the same
effect as votes cast by submitting a written proxy card.
HOW PROXIES WORK
All properly executed proxies will be voted in accordance with the instructions contained thereon and, if no choice is specified,
the proxies will be voted:
(1)
FOR
the election of the thirteen nominees for director named below (Proposal No. 1);
(2)
FOR
the approval of the compensation of our named executive officers (Proposal No. 2); and
(3)
FOR
the ratification of the selection of PricewaterhouseCoopers LLP (Proposal No. 3).
Under New York Stock Exchange (“NYSE”) rules, if you are a Beneficial Holder and do not provide specific voting instructions
in a timely fashion to your broker or other nominee that holds your shares, such broker or nominee will not be authorized to
vote your shares on any matters other than Proposal No. 3 regarding the ratification of the auditors. Therefore, failure to
provide your broker or other nominee with specific voting instructions in a timely fashion will result in “broker non-votes” with
respect to Proposals No. 1 and 2.
MATTERS TO BE PRESENTED
We are not aware of any matters to be presented for a vote at the Annual Meeting other than those described in this proxy
statement. If any matters not described in this proxy statement are properly presented at the meeting, the proxies will use their
own judgment to determine how to vote your shares. If the meeting is postponed or adjourned, the proxies will vote your
shares on the new meeting date in accordance with your previous instructions unless you have revoked your proxy.
VOTES NECESSARY TO APPROVE PROPOSALS
We will hold the Annual Meeting if we have a quorum, which requires the presence, in person or represented by proxy, of
holders of a majority of the outstanding shares of common stock as of the Record Date. If you vote via the Internet or sign and
return your proxy card, your shares will be counted to determine whether we have a quorum, even if you abstain or fail to vote
on any of the proposals listed on the proxy card. If the persons present or represented by proxy at the Annual Meeting
constitute the holders of less than a majority of the outstanding shares of common stock as of the Record Date, we will not
have a quorum and the Annual Meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum.
The affirmative vote of a majority of the votes cast is required to approve each proposal.
Although abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present, they will
not have any effect on the outcome of any proposal.
Prior to the Annual Meeting, we will select one or more inspectors of election for the meeting. Such inspectors shall determine
the number of shares of common stock represented at the Annual Meeting, the existence of a quorum and the validity and
effect of proxies. They shall also receive, count and tabulate ballots and votes and determine the results thereof.
REVOKING A PROXY
Any proxy may be revoked by a shareholder at any time prior to the final vote at the Annual Meeting by voting again on a later
date via the Internet (only your latest Internet proxy submitted prior to the Annual Meeting will be counted), by signing and
submitting a later dated proxy or by attending the Annual Meeting and voting in person. However, your attendance at the
Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request
that your prior proxy be revoked by delivering to our Corporate Secretary at 1050 Caribbean Way, Miami, Florida 33132 a
written notice of revocation prior to the Annual Meeting.
Proposals of Shareholders for Next Year
Proposals of shareholders intended to be considered for inclusion in our proxy statement for our 2026 Annual Meeting of
Shareholders must be received by our Corporate Secretary no late
r than December 19, 2025 at ou
r executive offices: 1050
Caribbean Way, Miami, Florida 33132. Such proposals will need to comply with SEC regulations regarding the inclusion of
shareholder proposals in company sponsored proxy statements. Any proposals for consideration at our next annual meeting of
shareholders, but not included in our proxy statement, must be received by the Corporate Secretary of the Company no later
than
January 28, 2026
in accordance with our Bylaws.
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2025 Proxy Statement
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79
|
|
GENERAL INFORMATION
|
In addition, in order for shareholders to give timely notice of nominations for directors for inclusion on a universal proxy card in
connection with the 2026 Annual Meeting, notice must be submitted by the same deadline as disclosed above under the
advance notice provisions of our Bylaws and must include the information in the notice required by our Bylaws and by Rule
14a-19(b)(2) and Rule 14a-19(b)(3) under the Exchange Act.
Solicitation of Proxies
This proxy statement is furnished in connection with the solicitation of proxies by the Company on behalf of the Board. We will
pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, we expect that a number of our employees will
solicit shareholders for the same type of proxy, personally and by telephone or other electronic means. None of these
employees will receive any additional or special com
pensation for assisting us in soliciting proxies. Okapi Partners has been
retained to assist in soliciting proxies at a fee of approximately $16,500, p
lus distribution costs and other expenses. We will, on
request, reimburse banks, brokerage firms and other nominees for their expenses in sending proxy materials to their
customers who are beneficial owners of our common stock and obtaining their voting instructions.
Notice Regarding Delivery of Security Holder Documents
Under the SEC rules, delivery of one proxy statement and annual report to two or more investors sharing the same mailing
address is permitted, under certain conditions. This procedure, called “householding,” applies to you if all of the following
criteria are met:
(1)
You have the same address as other security holders registered on our books;
(2)
You have the same last name as the other security holders; and
(3)
Your address is a residential address or post office box.
If you meet these criteria, you are eligible for householding and the following terms apply. If you are not eligible, please
disregard this notice.
FOR REGISTERED SHAREHOLDERS
Only one proxy statement and annual report will be delivered to the shared mailing address. You will, however, still receive
separate mailings of important and personal information, as well as a separate proxy card.
What do I need to do to receive just one set of annual disclosure materials?
You do not have to do anything. Unless Broadridge is notified otherwise within 60 days of the mailing of this notice, your
consent is implied and only one set of materials will be sent to your household. This consent is considered perpetual, which
means you will continue to receive a single proxy statement/ annual report in the future unless you notify us otherwise.
What if I want to receive multiple sets of materials?
If you would like to receive multiple sets of materials, call or write Broadridge at 800-542-1061 or 51 Mercedes Way,
Edgewood, NY 11717. A separate set of materials will be sent to you promptly.
What if I consent to have one set of materials mailed now, but change my mind later?
Call or write Broadridge to turn off the householding instructions for yourself. You will then be sent a separate proxy statement
and annual report within 30 days of receipt of your instruction.
The reason I receive multiple sets of materials is that some of the stock belongs to my children. What happens when
they move out and no longer live in my household?
When there is an address change for one of the members of the household, materials will be sent directly to the shareholder at
his or her new address.
Annual Report on Form 10-K
We will provide without charge to each person solicited by this proxy statement, upon the written request of such person, a
copy of our annual report on Form 10-K, as filed with the SEC, for our most recent fiscal year. Such written requests should be
directed to investor relations, Royal Caribbean Cruises Ltd., 1050 Caribbean Way, Miami, Florida 33132.
|
|
2025 Proxy Statement
|
A-1
|
Annex
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Proxy Statement relating to, among other things, financial results for 2025 and beyond; demand for
Royal Caribbean Cruises Ltd. (the "Company") brands; future capital expenditures; and future corporate responsibility goals
and initiatives constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Words such as
"anticipate," "believe," "considering," "could," "driving," "estimate," "expect," "goal," "intend," "may," "plan," "project," "seek,"
"should," "shaping up" "would" and similar expressions are intended to help identify forward-looking statements.
Forward-looking statements reflect management's current expectations, are based on judgments, are inherently uncertain and
are subject to risks, uncertainties and other factors, which could cause actual results, performance or achievements to differ
materially from the future results, performance or achievements expressed or implied in those forward-looking statements.
Examples of these risks, uncertainties and other factors include, but are not limited to, the following: the impact of the
economic and geopolitical environment on key aspects of the Company's business, such as the demand for cruises,
passenger spending and operating costs; changes in operating costs; the unavailability or cost of air service; disease
outbreaks and increased concern about the risk of illness on the Company's ships or when traveling to or from the Company's
ships, which could cause a decrease in demand, guest cancellations and ship redeployments; incidents or adverse publicity
concerning the Company's ships, port facilities, land destinations and/or passengers or the cruise vacation industry in general;
the effects of weather, climate events and/or natural disasters on the Company's business; risks related to the Company's
corporate responsibility activities; the impact of issues at shipyards, including ship delivery delays, ship cancellations or ship
construction cost increases; shipyard unavailability; unavailability of ports of call; vacation industry competition and increase in
industry capacity and overcapacity; inability to manage the Company's cost and capital allocation strategies; the uncertainties
of conducting business globally and expanding into new markets and new ventures, including potential acquisitions; issues
with travel advisers that sell and market the Company's cruises; reliance on third-party service providers; potential
unavailability of insurance coverage; the risks and costs related to cyber security attacks, data breaches, protecting the
Company's systems and maintaining data integrity and security; uncertainties of a foreign legal system as the Company is not
incorporated in the United States; the Company's ability to obtain sufficient financing or capital to fund the Company's capital
expenditures, operations, debt repayments and other financing needs; the Company's expectation and ability to pay a cash
dividend on the Company's common stock in the future; changes to the Company's dividend policy; growing anti-tourism
sentiments and environmental concerns; changes in U.S. or other countries' foreign travel policy; impact of new or changing
legislation and regulations (including environmental regulations) or governmental orders on the Company's business;
fluctuations in foreign currency exchange rates, fuel prices and interest rates; further impairments of the Company's goodwill,
long-lived assets, equity investments and notes receivable; an inability to source the Company's crew or the Company's
provisions and supplies from certain places; the Company's ability to recruit, develop and retain high quality personnel; and
pending or threatened litigation, investigations and enforcement actions.
Forward-looking statements should not be relied upon as predictions of actual results. Undue reliance should not be placed on
the forward-looking statements in this Proxy Statement, which are based on information available to the Company on the date
hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
SELECTED OPERATIONAL AND FINANCIAL METRICS
Adjusted EBITDA
is a non-GAAP measure that represents EBITDA (as defined below) excluding certain items that we
believe adjusting for is meaningful whe
n assessing our profitability on a comparative basis. For the p
eriods presented, these
items included (i) Other (income) expense, which includes the 2024 release of the loss contingency recorded in 2022 in
connection with the Havana Docks litigation inclusive of related legal fees and costs; (ii) impa
irment and credit losses
; (iii)
equity investment impairment, recovery of losses and other;
(iv) restru
cturing charges and other initiatives expense; and (v)
gain on sale of controlling interest
. A reconciliation of
Net Income (Loss) attributable to Royal Caribbean Cruises Ltd.
to
Adjusted EBITDA is provided below under Results of Operations.
Adjusted Earnings per Share ("Adjusted EPS")
is a non-GAAP measure that
represents Adjusted Net Income attributable
to Royal Caribbean Cruises Ltd. (as defined below) divided by weighted average shares outstanding or by diluted weighted
average shares outstanding, as applicable. We believe that this non-GAAP measure is meaningful when assessing our
performance on a comparative basis.
|
A-2
|
2025 Proxy Statement
|
|
Adjusted Gross Margin r
epresents Gross Margin, adjusted for payroll and related, food, fuel, other operating, and
depreciation and amortization expenses. Gross Margin is calculated pursuant to GAAP as total revenues less total cruise
operating expenses, and depreciation and amortization
Adjusted Net Income attributable to Royal Caribbean Cruises Ltd.
is a non-GAAP measure that
represents net income
less net income attributable to noncontrolling interest, excluding certain items that we believe adjusting for is meaningful when
assessing our performance on a comparative basis. For the periods presented, these items included
(i) loss on extinguishment
of debt; (ii) litigation loss contingency, which includes the 2024 release of the loss contingency recorded in 2022 in connection
with the Havana Docks litigation inclusive of related legal fees and costs; (iii) impairment and credit losses; (iv) equity
investment impairment, recovery of losses and other; (v) restructuring charges and other initiatives expense; (vi) the
amortization of the Silversea Cruises intangible assets resulting from the Silversea Cruises acquisition in 2018; (vii) tax on the
sale of PortMiami noncontrolling interest; (viii)
Silver Whisper
deferred tax liability release; and (ix) gain on sale of controlling
interest
Adjusted Operating Income
is a non-GAAP measure that represents operating income (loss) including income from equity
investments and income taxes but excluding (i) impairment and credit losses; (ii) equity investment impairment, recovery of
losses and other; (iii) restructuring charges and other initiatives expense; (iv) the amortization of the Silversea Cruises
intangible assets resulting from the Silversea Cruises acquisition in 2018; and (v) tax on the sale of PortMiami noncontrolling
interest. We use this non-GAAP measure to calculate ROIC (as defined below).
Available Passenger Cruise Days
("APCD") is our measurement of capacity and represents double occupancy per cabin
multiplied by the number of cruise days for the period, which excludes canceled cruise days and cabins not available for sale.
We use this measure to perform capacity and rate analysis to identify our main non-capacity drivers that cause our cruise
revenue and expenses to vary
EBITDA
is a non-GAAP measure that represents Net Income attributable to Royal Caribbean Cruises Ltd. excluding (i)
interest income; (ii) interest expense, net of interest capitalized; (iii) depreciation and amortization expenses; and (iv) income
tax benefit or expense. We believe that this non-GAAP measure is meaningful when assessing our operating performance on
a comparative basis.
Gross Margin Yield
represent Gross Margin per APCD.
Invested Capital
represents the most recent five-quarter average of total debt (i.e., Current portion of long-term debt plus
Long-term debt) plus the most recent five-quarter average of Total shareholders' equity. We use this measure to calculate
ROIC (as defined below).
Net Yields
represent Adjusted Gross Margin per APCD. We utilize Adjusted Gross Margin and Net Yields to manage our
business on a day-to-day basis as we believe that they are the most relevant measures of our pricing performance because
they reflect the cruise revenues earned by us net of our most significant variable costs, which are commissions, transportation
and other expenses, and onboard and other expenses.
Occupancy
("Load factor"), in accordance with cruise vacation industry practice, is calculated by dividing Passenger
Cruise Days (as defined below) by APCD. A percentage in excess of 100% indicates that three or more passengers occupied
some cabins
Return on Invested Capital
("ROIC") represents Adjusted Operating Income divided by Invested Capital. We believe ROIC
is a meaningful measure because it quantifies how efficiently we generated operating income relative to the capital we have
invested in the business.
Trifecta
refers to the multi-year Adjusted EBITDA per APCD, Adjusted EPS and ROIC goals we publicly announced in
November 2022. We designed these goals to help us better execute and achieve our business goals by clearly articulating
longer-term financial objectives. Under Trifecta, we are targeting Adjusted EBITDA per APCD of at least $100, Adjusted EPS of
at least $10, and ROIC of 13% or higher by the end of 2025. On July 25, 2024, we announced the company achieved all three
of its Trifecta goals 18 months ahead of schedule, on a trailing twelve-month basis
Constant Currency is a significant measure for our revenues and expenses, which are denominated in currencies other than
the U.S. Dollar. Because our reporting currency is the U.S. Dollar, the value of these revenues and expenses in U.S. Dollar will
be affected by changes in currency exchange rates. Although such changes in local currency prices are just one of many
elements impacting our revenues and expenses, it can be an important element. For this reason, we also monitor our
revenues and expenses in "Constant Currency" - i.e., as if the current period's currency exchange rates had remained
constant with the comparable prior period's rates. For the 2024 period presented, we calculate "Constant Currency" by
applying the average for 2023 period exchange rates for each of the corresponding months, so as to calculate what the results
would have been had exchange rates been the same throughout both periods. We do not make predictions about future
exchange rates and use current exchange rates for calculations of future periods. It should be emphasized that the use of
Constant Currency is primarily used by us for comparing short-term changes and/or projections. Over the longer term,
changes in guest sourcing and shifting the amount of purchases between currencies can significantly change the impact of the
purely currency-based fluctuations.
|
|
2025 Proxy Statement
|
A-3
|
R
econciliation of Non-GAAP and GAAP Financial
Measures
In this proxy statement, we have provided certain non-GAAP financial information to aid shareholders in better understanding
our 2024 business performance and executive compensation programs.
We reported Net Income attributable to Royal Caribbean Cruises Ltd., Adjusted Net Income attributable to Royal Caribbean
Cruises Ltd., Earnings per Share and Adjusted Earnings per Share as shown in the following table (in millions, except per
share data):
|
Year Ended
December 31
|
||||
|
2024
|
2023
|
|||
|
Net Income attributable to Royal Caribbean Cruises Ltd.
|
$
2,877
|
$
1,697
|
||
|
Loss on extinguishment of debt
(1)
|
463
|
121
|
||
|
Litigation loss contingency
(2)
|
(124)
|
—
|
||
|
Impairment and credit losses
(3)
|
9
|
8
|
||
|
Equity investment impairment, recovery of losses and other
|
(1)
|
12
|
||
|
Restructuring charges and other initiatives expense
|
10
|
5
|
||
|
Amortization of Silversea Cruises intangible assets resulting from the Silversea Cruises
acquisition
(4)
|
6
|
6
|
||
|
PortMiami tax on sale of noncontrolling interest
(5)
|
(3)
|
7
|
||
|
Silver Whisper deferred tax liability release
(6)
|
(26)
|
|||
|
Gain on sale of controlling interest
(7)
|
(3)
|
|||
|
Adjusted Net Income attributable to Royal Caribbean Cruises Ltd.
|
$
3,237
|
$
1,827
|
||
|
Basic:
|
||||
|
Earnings per Share
|
$
11.00
|
$
6.63
|
||
|
Adjusted Earnings per Share
|
$
12.38
|
$
7.14
|
||
|
Diluted:
|
||||
|
Earnings per Share
(8)
|
$
10.94
|
$
6.31
|
||
|
Adjusted Earnings per Share
(9)
|
$
11.80
|
$
6.77
|
||
|
Weighted-Average Shares Outstanding:
|
||||
|
Basic
|
261
|
256
|
||
|
Diluted
|
279
|
283
|
||
(1)
For 2024, includes $119 million of inducement expense related to the partial settlement of our 6.00% convertible notes due 2025. These
amounts are included in Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss).
(2)
For 2024, represents the release of the loss contingency recorded in 2022, in connection with the Havana Docks litigation inclusive of
related legal fees and costs. These amounts are included in Other income (expense) within our consolidated statements of
comprehensive income (loss).
(3)
For 2024, primarily represents property and equipment impairment charges related to certain construction in progress assets, which we
determined would no longer be completed. For 2023, represents asset impairments and credit losses recoveries for notes receivables for
which credit losses were previously recorded. These amounts are included in Other operating within our consolidated statements of
comprehensive income (loss). Additionally, for 2023, includes an $11 million impairment related to ceasing the use of certain real estate
assets in our shoreside operations. This amount is included in Marketing, selling and administrative expenses within our consolidated
statements of comprehensive income (loss).
(4)
Represents the amortization of the Silversea Cruises intangible assets resulting from the 2018 Silversea Cruises acquisition.
(5)
For 2024, represents adjustments to tax impacts on the 2023 PortMiami sale of noncontrolling interest. For 2023, represents tax on the
PortMiami sale of noncontrolling interest. These amounts are included in Other income (expense) in our consolidated statements of
comprehensive income (loss).
(6)
Represents the release of the deferred tax liability subsequent to the execution of the bargain purchase option for the Silver Whisper.
These amounts are included in Other (expense) income within our consolidated statements of comprehensive income (loss).
(7)
Represents gain on sale of controlling interest in cruise terminal facilities in Italy. These amounts are included in Other operating within
our consolidated statements of comprehensive income (loss).
|
A-4
|
2025 Proxy Statement
|
|
(8)
Diluted EPS includes the add-back of $175 million and $88 million of dilutive inducement and interest expense related to our convertible
notes for the years ended December 31, 2024, and 2023, respectively.
(9)
Adjusted Diluted EPS includes the add-back of dilutive interest expense related to our convertible notes of $56 million and $88 million for
the years ended December 31, 2024, and 2023, respectively.
EBITDA and Adjusted EBITDA were calculated as follows for the year ended December 31, 2024 (in millions, except APCD
and per APCD data.):
|
Year Ended
December 31, 2024
($)
|
|
|
Net Income attributable to Royal Caribbean Cruises Ltd.
|
2,877
|
|
Interest income
|
(16)
|
|
Interest expense, net of interest capitalized
|
1,590
|
|
Depreciation and amortization expenses
|
1,600
|
|
Income tax expense (benefit)
(1)
|
46
|
|
EBITDA
|
6,097
|
|
Other (income) expense
(2)
|
(149)
|
|
Impairment and credit losses
(3)
|
9
|
|
Equity investment impairment, recovery of losses and other
|
4
|
|
Restructuring charges and other initiatives expense
|
10
|
|
Adjusted EBITDA
|
5,971
|
|
APCD
|
50,552,731
|
|
Adjusted EBITDA per APCD
|
118.13
|
(1)
T
hese amounts are included in Other (expense) income within our consolidated statements of comprehensive income (loss).
(2)
Represents net non-operating (income) expense. For 2024, primarily represents the release of the loss contingency recorded in 2022 in
connection with the Havana Docks litigation inclusive of related legal fees and costs. The amount excludes income tax expense, included
in the EBITDA calculation above.
(3)
Primarily represents property and equipment impairment charges related to certain construction in progress assets, which we determined
would no longer be completed.
|
|
2025 Proxy Statement
|
A-5
|
Gross Margin Yields and Net Yields were calculated by dividing Gross Margin and Adjusted Gross Margin by APCD as follows
(in millions, except APCD and Yields):
|
Year Ended December 31,
|
|||||
|
2024
($)
|
2024 On a Constant
Currency Basis
($)
|
2023
($)
|
|||
|
Total revenues
|
16,484
|
16,494
|
13,900
|
||
|
Less:
|
|||||
|
Cruise operating expenses
|
8,652
|
8,655
|
7,775
|
||
|
Depreciation and amortization expenses
|
1,600
|
1,600
|
1,455
|
||
|
Gross Margin
|
6,231
|
6,239
|
4,670
|
||
|
Add:
|
|||||
|
Payroll and related
|
1,301
|
1,302
|
1,197
|
||
|
Food
|
934
|
934
|
819
|
||
|
Fuel
|
1,160
|
1,160
|
1,150
|
||
|
Other operating
|
2,098
|
2,099
|
1,799
|
||
|
Depreciation and amortization expenses
|
1,600
|
1,600
|
1,455
|
||
|
Adjusted Gross Margin
|
13,325
|
13,333
|
11,090
|
||
|
APCD
|
50,552,731
|
50,552,731
|
46,916,259
|
||
|
Gross Margin Yields
|
123.27
|
123.41
|
99.54
|
||
|
Net Yields
|
263.59
|
263.75
|
236.38
|
||
|
A-6
|
2025 Proxy Statement
|
|
Adjusted Operating Income and ROIC, were calculated as follows: (in millions, except ROIC.)
|
For the Twelve Months Ended
December 31, 2024
($)
|
|
|
Operating Income
|
4,106
|
|
Including:
|
|
|
Equity investment income
|
260
|
|
Income tax expense
|
(46)
|
|
Adjustments:
|
|
|
Impairment and credit losses (1)
|
9
|
|
Equity investment impairment, recovery of losses and other
|
4
|
|
Restructuring charges and other initiatives expense
|
10
|
|
Amortization of Silversea Cruises intangible assets related to Silversea Cruises acquisition (2)
|
6
|
|
PortMiami tax on sale of noncontrolling interest (3)
|
(3)
|
|
Adjusted Operating Income
|
4,347
|
|
Invested Capital
|
27,074
|
|
ROIC
|
16.1
%
|
(1)
For 2024, primarily represents property and equipment impairment charges related to certain construction in progress assets, which we
determined would no longer be completed. This amount is included in Other operating within our consolidated statements of
comprehensive income (loss).
(2)
Represents the amortization of the Silversea Cruises intangible assets resulting from the 2018 Silversea Cruises acquisition.
(3)
Represents adjustments to tax impacts on the 2023 PortMiami sale of noncontrolling interest.
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