ThZeal - The Zeal


	2025 Proxy Statement	i


TABLE OF CONTENTS

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. Load

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.


ii	2025 Proxy Statement


		TABLE OF CONTENTS

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 2025 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


	2025 Proxy Statement	iii


TABLE OF CONTENTS

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.


	2025 Proxy Statement	iv


		TABLE OF CONTENTS

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


Proposal		Board Recommendation	Page

1	Election of 13 directors to the Board	FOR	6
2	Say-on-pay: advisory vote to approve the compensation of our named executive officers	FOR	34
3	Ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025	FOR	71


	2025 Proxy Statement	1


TABLE OF CONTENTS

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*


Name and Primary Occupation				Committee Membership
		Age	Director Since
		Age	Director Since	AC	TCC	NGC	SESH


	John F. Brock INDEPENDENT Former Chairman & CEO, Coca-Cola European Partners	76	2014		•	•
	Richard D. Fain INDEPENDENT Chairman, Former CEO Royal Caribbean Group	77	1981
	Stephen R. Howe, Jr. INDEPENDENT Former U.S. Chairman & Managing Partner, Ernst & Young	63	2018	•		•
	Michael O. Leavitt INDEPENDENT Co-Chairman, Health Management Associates and Chairman, Leavitt Equity Partners	74	2022				•
	Jason T. Liberty President and CEO, Royal Caribbean Group	49	2021
	Amy McPherson INDEPENDENT Former President & Managing Director, Europe, Marriott	63	2020		•
	Maritza G. Montiel INDEPENDENT Former Deputy CEO & Vice Chairman, Deloitte	73	2015	•	•
	Ann S. Moore INDEPENDENT Former Chairman & CEO, Time	74	2012		•
	Eyal M. Ofer INDEPENDENT Chairman, Ofer Global and Zodiac Group	74	1995			•	•
	Vagn O. Sørensen INDEPENDENT Former President & CEO, Austrian Airlines Group	65	2011	•	•
	Donald Thompson INDEPENDENT Former President & CEO, McDonald’s Corporation	62	2015		•		•
	Arne Alexander Wilhelmsen INDEPENDENT Chairman, AWILHELMSEN AS	59	2003			•	•
	Rebecca Yeung INDEPENDENT Former Corporate Vice President at FedEx Corporation	53	2023	•

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.


2	2025 Proxy Statement


PROXY SUMMARY		TABLE OF CONTENTS

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

13/14

8/14

9/14

14/14


	2025 Proxy Statement	3


TABLE OF CONTENTS		PROXY SUMMARY

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.


4	2025 Proxy Statement


PROXY SUMMARY		TABLE OF CONTENTS

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.


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, and a corporate responsibility composite •For our President and CEO, payout is entirely based on corporate performance •For our other NEOs, 2/3rd is determined by corporate and, if applicable, brand performance, and 1/3rd 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%

19%

CEO

Other NEOs

CEO

Other NEOs

CEO

Other NEOs

CEO

Other NEOs


	2025 Proxy Statement	5


TABLE OF CONTENTS		PROXY SUMMARY

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
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

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	2025 Proxy Statement


		TABLE OF CONTENTS

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,

Concurrently 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


TABLE OF CONTENTS		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	2025 Proxy Statement


OUR DIRECTOR NOMINEES		TABLE OF CONTENTS

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. Howe, Jr.


	2025 Proxy Statement	9


TABLE OF CONTENTS		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 Corporation

(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:

November 2021

Committees:

•None

Other Public

Company Boards:

•WNS (Holdings)

Limited (New York

Stock Exchange)

Jason T. Liberty


10	2025 Proxy Statement


OUR DIRECTOR NOMINEES		TABLE OF CONTENTS

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 2012

Committees:

•Talent and

Compensation

Committee

Other Public

Company Boards:

•None

Ann S. Moore


	2025 Proxy Statement	11


TABLE OF CONTENTS		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		TABLE OF CONTENTS

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 (Nasdaq

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


TABLE OF CONTENTS		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:

•Audit Committee

Other Public

Company Boards:

•Columbus McKinnon

(NASDAQ)

Rebecca Yeung


	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

•

Risk

Management

Industry

Maritime

Executive

Leadership

Regulated

Business

Government /

Public Policy

Corporate

Responsibility /

Environmental

Finance /

Accounting

Global

Enterprise

Technology /

Innovation /

Cybersecurity

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 annual or special meeting of shareholders should

follow the procedure beginning on page 78.


	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.


18	2025 Proxy Statement


EXECUTIVE SUCCESSION PLANNING		TABLE OF CONTENTS

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.


	2025 Proxy Statement	19


TABLE OF CONTENTS		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.


20	2025 Proxy Statement


CORPORATE GOVERNANCE		TABLE OF CONTENTS

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 website 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


	2025 Proxy Statement	21


TABLE OF CONTENTS		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

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

•Preparation of Report of the Audit Committee (page 73)

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. Sørensen

•Rebecca Yeung

Meetings Held

During 2024


22	2025 Proxy Statement


CORPORATE GOVERNANCE		TABLE OF CONTENTS

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

•Preparation of Report of the Talent and Compensation Committee (page 55)

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. Sørensen

(Chair)

•John F. Brock

•Amy McPherson

•Maritza G. Montiel

•Ann S. Moore

•Donald Thompson

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

Meetings Held

During 2024


	2025 Proxy Statement	23


TABLE OF CONTENTS		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 important 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, the 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.


24	2025 Proxy Statement


CORPORATE GOVERNANCE		TABLE OF CONTENTS

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.


	2025 Proxy Statement	25


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.


26	2025 Proxy Statement


OTHER CORPORATE GOVERNANCE HIGHLIGHTS		TABLE OF CONTENTS

Other Governance Highlights

We are committed to maintaining strong governance policies and practices, some of which we highlight below:

Current Board Composition and

Refreshment

ü3 independent directors joined

the Board within the last 5 years

üThe members of our Board

represent a range of

backgrounds and experiences

ü4 “audit committee financial

experts” on our Audit Committee

Current Board Independence

ü92% of our directors are

independent (13 out of 14). Our

Corporate Governance

Principles require two-thirds of

our directors to be independent

üLead Independent Director with

robust duties and responsibilities

üAll members of our Board

Committees are independent

Board Responsibilities and

Practices

üAll directors attended at least

75% of Board and applicable

Board committee meetings

üOur independent directors

regularly meet in executive

session without management

present, during which the Lead

Director presides

üOn an annual basis, the

Nominating and Corporate

Governance Committee

oversees an evaluation of Board

and Board committees'

performance

üThe 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

üAnnual election of directors

üMajority of votes cast

üShareholders with at least 50%

of the outstanding shares can

call Special Meetings

üAnnual advisory say-on-pay vote

üNo poison pill

Political Contributions Disclosure

üMaintain 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)

üPolicy and annual voluntary

disclosures posted on RCG’s

website

Compensation Accountability

üEquity ownership guidelines

◦CEO — 6x salary

◦Other named executive

officers — 3x salary

◦Board of Directors —

$500,000

üProhibits members of the Board

of Directors and Section 16

officers from hedging or pledging

company securities

üEquity and annual incentive

plans provide for recoupment in

case of a restatement for

material non-compliance with

financial reporting requirements


	2025 Proxy Statement	27


TABLE OF CONTENTS	OTHER CORPORATE GOVERNANCE HIGHLIGHTS

Certain 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.


28	2025 Proxy Statement


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.


	2025 Proxy Statement	29


TABLE OF CONTENTS	CORPORATE RESPONSIBILITY, CULTURE AND GOVERNANCE OVERVIEW

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.


30	2025 Proxy Statement


CORPORATE RESPONSIBILITY, CULTURE AND GOVERNANCE OVERVIEW		TABLE OF CONTENTS

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.


	2025 Proxy Statement	31


TABLE OF CONTENTS	CORPORATE RESPONSIBILITY, CULTURE AND GOVERNANCE OVERVIEW

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.


32	2025 Proxy Statement


CORPORATE RESPONSIBILITY, CULTURE AND GOVERNANCE OVERVIEW		TABLE OF CONTENTS

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.


	2025 Proxy Statement	33


TABLE OF CONTENTS	CORPORATE RESPONSIBILITY, CULTURE AND GOVERNANCE OVERVIEW

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.


34	2025 Proxy Statement


PROPOSAL 2		TABLE OF CONTENTS

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.


	2025 Proxy Statement	35


TABLE OF CONTENTS	COMPENSATION DISCUSSION AND ANALYSIS

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

Royal Carribean Executive Officer Photos 2.gif

Royal Carribean Executive Officer Photos4.gif

Royal Carribean Executive Officer Photos.gif

Harri U. Kulovaara

Executive Vice

President, Maritime

Laura Hodges Bethge

President, Celebrity

Cruises

Table of Contents


Table of Contents
RCG’s 2024 Performance – Key 2024 Successes	36
Compensation Overview	37
2024 Compensation Elements	40
Base Salary	41
Performance-Based Annual Incentive	42
Long-Term Equity Incentive Awards	47
Other Elements of Compensation	50
Compensation Policies and Procedures	51
Clawback Policies	53
Equity Grant Practices	53
Stock Ownership Guidelines	54
Prohibition of Pledging/Hedging	54


36	2025 Proxy Statement


COMPENSATION DISCUSSION AND ANALYSIS		TABLE OF CONTENTS

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.


	2025 Proxy Statement	37


TABLE OF CONTENTS	COMPENSATION DISCUSSION AND ANALYSIS

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.