DEF 14A of Royal Caribbean Cruises LTD, Apr 17, 2024

DEF 14A of Royal Caribbean Cruises LTD

Filed Apr 17, 2024 · FY20230001140361-24-020353

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Name and Primary Occupation | | Age | Director Since | Committee Membership | | | | | | | | | AC | TCC | NGC | SESH | | | John F. Brock INDEPENDENT Former Chairman & CEO, Coca-Cola European Partners | 75 | 2014 | | • | • | | | | Richard D. Fain Chairman, Former CEO Royal Caribbean Group | 76 | 1981 | | | | | | | Stephen R. Howe, Jr. INDEPENDENT Former U.S. Chairman & Managing Partner, Ernst & Young | 62 | 2018 | • | | • | | | | William L. Kimsey LEAD INDEPENDENT DIRECTOR Former CEO, Ernst & Young Global | 81 | 2003 | • | | • | | | | Michael O. Leavitt INDEPENDENT Co-Chairman, Health Management Associates and Chairman, Leavitt Equity Partners | 73 | 2022 | | | | • | | | Jason T. Liberty President and CEO, Royal Caribbean Group | 48 | 2021 | | | | | | | Amy McPherson INDEPENDENT Former President & Managing Director, Europe, Marriott | 62 | 2020 | | • | | | | | Maritza G. Montiel INDEPENDENT Former Deputy CEO & Vice Chairman, Deloitte | 72 | 2015 | • | • | | | | | Ann S. Moore INDEPENDENT Former Chairman & CEO, Time | 73 | 2012 | | • | | | | | Eyal M. Ofer INDEPENDENT Chairman, Ofer Global and Zodiac Group | 73 | 1995 | | | • | • | | | Vagn O. Sørensen INDEPENDENT Former President & CEO, Austrian Airlines Group | 64 | 2011 | • | • | | | | | Donald Thompson INDEPENDENT Former President & CEO, McDonald’s | 61 | 2015 | | • | | • | | | Arne Alexander Wilhelmsen INDEPENDENT Chairman, AWILHELMSEN AS | 58 | 2003 | | | • | • | | | Rebecca Yeung INDEPENDENT Corporate Vice President at FedEx Corporation | 52 | 2023 | • | | | |

  3. Director Nominees

    | AC Audit Committee | SESH Safety, Environment, Sustainability and Health Committee | • Chair | | NGC Nominating and Corporate Governance Committee | TCC Talent and Compensation Committee | • Member |

  4. Director Nominees

    | | 2024 Proxy Statement | 3 |

  5. Our Director Nominees

    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.

  6. Our Director Nominees

    | 10 | 2024 Proxy Statement | |

  7. Our Director Nominees

    We have included below detailed biographical information for each director nominee, including career highlights, other public directorships and select professional and community contributions, along with the top qualifications, experience, skills and expertise we believe each director brings to our Board. Our Board considered all of these attributes when deciding to nominate these individuals to the Board.

  8. Our Director Nominees

    | | John F. Brock | | | 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: 75 Director Since: February 2014 Committees: Nominating and Corporate Governance Committee (Chair); Talent and Compensation Committee Other Public Company Boards: None | |

  9. Our Director Nominees

    | | 2024 Proxy Statement | 11 |

  10. Our Director Nominees

    | | Richard D. Fain | | | BACKGROUND: Mr. Fain has 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 45 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 with berthing capacity of approximately 160,000. | | Chairman of the Board Age: 76 Director Since: January 1981 Committees: None Other Public Company Boards: None | |

  11. Our Director Nominees

    | | Stephen R. Howe, Jr. | | | 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: 62 Director Since: December 2018 Committees: Audit Committee (Chair); Nominating and Corporate Governance Committee Other Public Company Boards: Lazard Inc. (New York Stock Exchange) | |

  12. Our Director Nominees

    | 12 | 2024 Proxy Statement | |

  13. Our Director Nominees

    | | William L. Kimsey | | | BACKGROUND: Mr. Kimsey was employed for 32 years through September 2002 with the independent public accounting firm Ernst & Young L.L.P. From 1998 through 2002, Mr. Kimsey served as the Chief Executive Officer of Ernst & Young Global and Global Executive Board member of Ernst & Young and from 1993 through 1998 as the Firm Deputy Chairman and Chief Operating Officer. From 2003 until 2018, Mr. Kimsey served on the board, the compensation committee, and the audit committee (serving as chair from 2011-2018) of Accenture Plc. From 2004 until 2008, he served on the board of NAVTEQ Corporation and was the chairman of its audit committee. From 2003 through 2014, Mr. Kimsey also served on the board and the audit committee of Western Digital Corporation. Mr. Kimsey is a certified public accountant and a member of the American Institute of Certified Public Accountants. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: As former Chief Executive Officer of one of the largest public accounting firms in the world, Mr. Kimsey brings substantial accounting and finance knowledge and expertise to the Board as well as experience serving on and chairing the audit committees of a number of other large, well regarded public corporations. | | Lead Director Age: 81 Director Since: April 2003 Committees: Audit Committee; Nominating and Corporate Governance Committee Other Public Company Boards: None | |

  14. Our Director Nominees

    | | Michael O. Leavitt | | | 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. | | Age: 73 Director Since: February 2022 Committees: Safety, Environment, Sustainability and Health Committee (Chair) Other Public Company Boards: None | |

  15. Our Director Nominees

    | | 2024 Proxy Statement | 13 |

  16. Our Director Nominees

    | | Jason T. Liberty | | | 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: 48 Director Since: November 2021 Committees: None Other Public Company Boards: WNS (Holdings) Limited (New York Stock Exchange) | |

  17. Our Director Nominees

    | | Amy McPherson | | | 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 and Nominating & Governance Committees. 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: 62 Director Since: December 2020 Committees: Talent and Compensation Committee Other Public Company Boards: PVH Corporation (New York Stock Exchange) | |

  18. Our Director Nominees

    | 14 | 2024 Proxy Statement | |

  19. Our Director Nominees

    | | Maritza G. Montiel | | | 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 Comcast Corporation, where she is a member of the audit committee, and a board member of McCormick & Company, where she chairs the audit committee. The Board has concluded that Ms. Montiel’s simultaneous service on three public company audit committees would not impair her ability to serve on the Audit Committee. 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: 72 Director Since: December 2015 Committees: Audit Committee; Talent and Compensation Committee Other Public Company Boards: Comcast Corporation (Nasdaq Global Select Market); McCormick & Company (New York Stock Exchange) | |

  20. Our Director Nominees

    | | 2024 Proxy Statement | 15 |

  21. Our Director Nominees

    | | Ann S. Moore | | | 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: 73 Director Since: May 2012 Committees: Talent and Compensation Committee Other Public Company Boards: None | |

  22. Our Director Nominees

    | | Eyal M. Ofer | | | BACKGROUND: Mr. Ofer 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 a diversified fleet of over 200 vessels worldwide, and its real estate arm, Global Holdings Group, a property holding conglomerate with over 10 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. 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. In 2017, Mr. Ofer launched O.G. Venture Partners, a single LP Venture Capital fund. Currently on Fund II, O.G. Venture Partners is primarily focused on early growth opportunities, typically B and C rounds. He also sits on the advisory board of the Bloomberg New Economy Forum. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Mr. Ofer brings to the Board over 30 years of significant leadership in the international maritime industry, including over 20 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 and banking and technology. | | Age: 73 Director Since: May 1995 Committees: Safety, Environment, Sustainability and Health Committee; Nominating and Corporate Governance Committee Other Public Company Boards: None | |

  23. Our Director Nominees

    | 16 | 2024 Proxy Statement | |

  24. Our Director Nominees

    | | Vagn O. Sørensen | | | 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, Parques Reunidos SA, CNH Industrial and Scandlines. 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: 64 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) | |

  25. Our Director Nominees

    | | 2024 Proxy Statement | 17 |

  26. Our Director Nominees

    | | Donald Thompson | | | 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: 61 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) | |

  27. Our Director Nominees

    | 18 | 2024 Proxy Statement | |

  28. Our Director Nominees

    | | Arne Alexander Wilhelmsen | | | BACKGROUND: Mr. Wilhelmsen is Chairman of the board of directors of AWAS HOLDING AS, the holding company for the AWILHELMSEN group of companies, after having served as the Chairman of the board of directors of AWILHELMSEN Management AS from 2008 through June 2013. He also founded, and has served since 2011 as Chairman of the Board of, AWECO AS, a family office with financial investments, significant philanthropy and social impact activities. Mr. Wilhelmsen was elected Chairman of the Board of AWILHELMSEN HOLDING AS in June 2016 and Aweco Cruise Holding AS in June 2017. He has held a variety of positions within the AWILHELMSEN group of companies since 1995. In addition, Mr. Wilhelmsen serves as Chairman of the board of his wholly-owned company, Pan Sirius AS. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: As the leader of an investment company with varied interests across a number of business segments, including shipping, cruise, real estate, retail, offshore oil services, and software development for health services, Mr. Wilhelmsen brings a diverse knowledge base and strategic insight to the Board. As the representative of one of the Company’s original founders, Mr. Wilhelmsen also provides a valuable historical perspective to the Board. | | Age: 58 Director Since: April 2003 Committees: Safety, Environment, Sustainability and Health Committee; Nominating and Corporate Governance Committee Other Public Company Boards: None | |

  29. Our Director Nominees

    | | Rebecca Yeung | | | BACKGROUND: Ms. Yeung serves 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. In her role, she is 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 has served in various marketing, innovation, and technology roles since then. Prior her current role, she was Vice President – Advanced Technology & Innovation at FedEx Corporation from 2015 to 2021. She has 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, logistics, 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, World 50, Reuters, and TechCrunch. In 2024, Ms. Yeung was recognized by Reuters Events as Top 20 Trailblazing Women in Enterprise AI. | | Age: 52 Director Since: March 2023 Committees: Audit Committee Other Public Company Boards: Columbus McKinnon (NASDAQ) | |

  30. Our Director Nominees

    | | 2024 Proxy Statement | 19 |

  31. Review and Approval Related Person Transactions

    | • | non-executive director compensation arrangements. |

  32. Our Compensation Philosophy and Principles

    | 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 (as defined below), 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. |

  33. Executive Compensation Practices

    | What We Do | | | Robust stock ownership guidelines - 6x base salary for CEO and 3x for other NEOs Clawback policy that applies to cash and equity incentive compensation “Double trigger” change in control provisions in employment agreements “Double trigger” change in control provision for acceleration of equity Both short-term and long-term incentive awards tied to performance metrics designed to deliver long-term growth, drive shareholder value, and align with our ESG commitments Equity plan requires minimum one-year vesting for all equity awards Independent compensation consultants, report directly to Talent and Compensation Committee Comprehensive annual assessment of compensation risks Annual say-on-pay vote | | | | What We Do Not Do | | | No extensive perquisites – All Other Compensation represented less than 2% of CEO’s 2023 Total Compensation No acceleration of vesting of equity awards in connection with terminations, absent a change in control No pledging or hedging of shares No tax gross-ups on perquisites or change in control benefits No pension or supplemental retirement plan benefits Equity plan does not permit liberal share recycling No liberal change of control definition in equity plan or employment agreements |

  34. 2023 Compensation Decisions

    | | Snapshot of 2023 Executive Compensation Actions | | Executive Bonus Plan | • Continued the use of both financial measures and operational measures, such as safety and guest and employee engagement, in our annual incentive program. • Increased weighting of financial performance measures so that Adjusted EPS and Adjusted Brand Operating Income account for 65% of company-wide and brand performance metrics, respectively, to reflect the continued focus on profitable growth. • Re-introduced Net Yield and Net Cruise Costs, excluding fuel, as KPIs for both company-wide and brand performance, which are important indicators of our pricing and cost performance. • Continued the use of ESG metrics as part of our corporate and brand KPIs. These metrics take into account performance with respect to our goals on employee engagement, cyber maturity rating from the National Institute of Standards and Technology (NIST), pay equity, and a carbon intensity reduction goal. | | Time-Based Restricted Stock Units | • As a result of comprehensive peer and market benchmarking, as well as consultation with our independent compensation consultant, changed vesting schedule of time-based RSUs from four to three years to better align with market practice. | | Performance-Based Restricted Shares | • Adopted new performance metrics consistent with our Trifecta program, such that payouts are now based on Adjusted EBITDA per APCD, Adjusted EPS, ROIC, and carbon intensity reduction targets. Performance ranges for each metric were set at target levels reflecting year-over-year growth, with the maximum payouts for 2025 for Adjusted EBITDA per APCD and Adjusted EPS results representing outperformance relative to the publicly disclosed 2025 Trifecta targets. • Changed the measurement period for PSU Awards to reflect one-year, two-year and three-year performance segments, with 50% of total payout tied to performance for the third segment. Performance targets for all three years established at the time of grant. • To incentivize superior performance by our management specific to the Trifecta period, we introduced an additional payout opportunity for 2023 PSU Awards of up to 100% of target amount based on the number of financial metrics achieving maximum payout in 2025. Accordingly, the number of shares that could be earned for the 2023 PSU Awards ranges from 0% to 300% of the target. For the 2024 PSU awards for the performance period ending December 2026, the Talent and Compensation Committee returned to utilizing a maximum payout of 200%, without the additional payout opportunity. |

  35. Compensation Elements

    | | | | Pay Elements (rounded) | | Objective | Key Features | | | | | CEO | Other NEOs | | | | Fixed | Cash Compensation | Base Salary | | | • Provide a base level of income in line with expertise, experience, tenure, performance, potential and scope of responsibility | • 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 | | Variable | | Performance-Based Annual Incentive | | | • To focus executives on annual financial and operational performance • To reward executives for performance relative to our short-term goals and initiatives | • Earned based on company-wide and/or brand-specific (based on area of responsibility) financial and operational objective metrics and individual performance against previously established strategic goals, including, but not limited to, Adjusted EPS (corporate), adjusted brand operating income, if applicable, and an ESG composite • For our President and CEO, payout is entirely based on corporate performance. • For other NEOs, 2/3rd is determined by corporate and, if applicable, brand performance, 1/3rd based on individual performance • Payouts range from 0% and 200% based on achievement of results during the year | | | Equity Compensation | Performance-Based Restricted Shares | | | • Structured to align with shareholder interests, reward the achievement of long-term goals and promote stability and corporate loyalty among the executives | • Earned only if specified financial performance measures are met • Measures three-year performance, with annual performance segments with a 25%, 25% and 50% weighting • Aligned with Trifecta program; PSU Awards granted in 2023 will be earned based on Adjusted EBITDA per APCD, Adjusted EPS, ROIC, and carbon intensity reduction • PSU Awards granted in 2023 for the period ending December 2025 can range from 0% to 200% of target, with opportunity to obtain up to an additional 100% of target for achievement of performance metrics at maximum levels in 2025 | | | | Time-Based Restricted Stock Units | | | • Multi-year vesting requirements align our executives’ interests with our shareholders and incentivize retention of our executive talent | • 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 |

  36. Base Salary

    | • scope of responsibilities • expertise and experience • tenure with the organization | • competitiveness as measured against the Market Comparison Group as well as general market data • performance and potential to further our business objectives |

  37. Base Salary

    The Talent and Compensation Committee reviews salaries in the early part of each year and, if appropriate, adjusts them to reflect changes in the above considerations and to respond to market and competitive pressures. Our 2023 Base Salary Decisions. The Talent and Compensation Committee approved base salary increases for 2023 as reflected in the table below. The salary increases for each of Mr. Liberty and Mr. Holtz reflect their significant achievements in their first year as Chief Executive Officer and Chief Financial Officer, respectively. Mr. Holtz’ salary was also increased to bring his target cash compensation amount more in line with the peer group median. The Talent and Compensation Committee also approved modest base salary increases for the other NEOs in line with our overall merit increase budget for employees. Ms. Hodges was promoted to President of Celebrity Cruises on May 1, 2023 and her salary was set based on the responsibilities associated with her new position and peer group data.

  38. Performance-Based Annual Incentive

    Performance-Based Annual Incentive Why we pay annual performance-based compensation. We believe that annual incentive programs focus executives on annual financial and operational performance enabling them to better manage the cyclical nature of our business and to reward executives for performance relative to our annual goals and initiatives. We pay our annual performance-based compensation pursuant to our Executive Short-Term Bonus Plan (the “Executive Bonus Plan”). The Executive Bonus Plan is designed to reward our executives for the achievement of RCG’s annual financial and/or strategic goals and to recognize individual contributions. For 2023, the Executive Bonus Plan represented approximately 16% of the CEO’s total target direct compensation and 20% for the other NEOs. How we determine annual target bonus. Each year, the Talent and Compensation Committee considers the responsibilities of each executive and the competitiveness of our target bonus opportunity compared to our Market Comparison Group. The Talent and Compensation Committee then sets the annual Executive Bonus Plan target for each NEO as a percentage of base salary. For 2023, the Talent and Compensation Committee approved an increase to the Executive Bonus Plan target for Mr. Holtz to reposition his target cash compensation closer to median. Mr. Bayley received a modest increase in recognition of his individual performance. Ms. Hodges’ bonus opportunity was approved by the Talent and Compensation Committee in connection with her new role. There were no changes to the target percentages for the other NEOs.

  39. Performance-Based Annual Incentive

    | Name(1) | 2022 Bonus Target (% of base salary) | 2023 Bonus Target (% of base salary) | 2023 Bonus Target | | Jason T. Liberty | 200% | 200% | $2,500,000 | | Naftali Holtz | 100% | 120% | $960,000 | | Michael W. Bayley | 140% | 145% | $1,573,250 | | Harri U. Kulovaara(2) | 100% | 100% | $880,000 | | Laura Hodges Bethge | N/A | 100% | $750,000 |

  40. Performance-Based Annual Incentive

    | (1) For actions taken with respect to Ms. Lutoff-Perlo’s compensation prior to and in connection with her May 1, 2023 transition from President and Chief Executive Officer of Celebrity Cruises to Vice Chairman, External Affairs for the Company, please see page 57, “Executive Officer Transition.” |

  41. Performance-Based Annual Incentive

    | (2) Based on his unique and focused responsibilities, in addition to his bonus target, Mr. Kulovaara’s employment agreement provides that he is entitled to a bonus of $150,000 for each ship delivered during a fiscal year. During fiscal year 2023, the Company took delivery of three new ships. |

  42. Performance-Based Annual Incentive

    How we measure annual performance. For 2023, the Talent and Compensation Committee continued to evaluate annual performance based on:

  43. Performance-Based Annual Incentive

    | (1) company-wide performance as well as brand performance, depending on the NEO’s areas of responsibility; and |

  44. Performance-Based Annual Incentive

    | (2) for NEOs other than the CEO, individual performance against previously established strategic objectives. |

  45. Performance-Based Annual Incentive

    Company-wide and brand performance is measured 65% based on financial measures (adjusted earnings per share for company-wide performance and adjusted brand-specific operating income for brand performance) and 35% based on a composite of financial, operational, and ESG-related key performance indicators (“KPIs”). In setting the goals for each metric, the Talent and Compensation Committee considered 2022 business results and the 2023 operating plan, which takes into account our anticipated performance, our growth and profitability objectives as well as the economic climate. The target goal for the company-wide financial performance metrics (Adjusted EPS, Net Yield and Net Cruise Costs, excluding fuel) were set at a level consistent with the Company’s public guidance issued in February 2023, which represented challenging performance goals as compared to actual 2022 results. Actual award payouts are determined following the completion of the program year by measuring actual performance against each metric target goal. For 2023, the framework of the Executive Bonus Plan was as follows:

  46. Performance-Based Annual Incentive

    | | 2023 Executive Bonus Plan Framework | | | | Name(1) | Company- Wide Performance | Brand Performance | Individual Performance Against Strategic Objectives | | Jason T. Liberty | 100% | – | – | | Naftali Holtz | 66.7% | – | 33.3% | | Michael W. Bayley(2) | 33.3% | 33.4% | 33.3% | | Harri Kulovaara | 66.7% | – | 33.3% | | Laura Hodges Bethge(3) | 33.3% | 33.4% | 33.3% |

  47. Performance-Based Annual Incentive

    | (1) For actions taken with respect to Ms. Lutoff-Perlo’s compensation prior to and in connection with her May 1, 2023 transition from President and Chief Executive Officer of Celebrity Cruises to Vice Chairman, External Affairs for the Company, please see page 57, “Executive Officer Transition.” |

  48. Performance-Based Annual Incentive

    | (2) Brand performance based on Royal Caribbean International |

  49. Performance-Based Annual Incentive

    | (3) Brand performance was based on Celebrity Cruises |

  50. Performance-Based Annual Incentive

    | | 2024 Proxy Statement | 49 |

  51. Metrics Comprising the Executive Bonus Plan

    Metrics Comprising the Executive Bonus Plan Company-Wide Financial Metric. For 2023, the Talent and Compensation Committee continued using Adjusted EPS as a financial metric for evaluating annual company-wide performance and increased its weighing from 60% to 65% of the company-wide performance calculation, reflecting our continued focus on delivering profitable growth. For compensation purposes, the target Adjusted EPS for 2023 was set at $3.30, the mid-point of the earnings guidance we announced in February 2023 and materially above our actual Adjusted EPS for 2022. The table below sets forth the targets and the performance results for this company-wide financial metric.

  52. Metrics Comprising the Executive Bonus Plan

    | Metric | Weighting | Payout as a % of Target | | | | | | | 2023 Actual Results | Payout % | | | | 0% | 50% | 90% | 100% | 110% | 150% | 200% | | | | Adjusted EPS | 65% | $2.00 | $2.40 | $3.00 | $3.30 | $3.60 | $4.20 | $4.60 | $6.77(1)(2) | 200% |

  53. Metrics Comprising the Executive Bonus Plan

    | (1) Refer to Annex A for more detail regarding the reconciliation to the most directly comparable U.S. GAAP measure. |

  54. Metrics Comprising the Executive Bonus Plan

    | (2) In accordance with the terms of the Executive Bonus Plan, the Talent and Compensation Committee approved certain adjustments to reported Adjusted EPS. However, these adjustments had no impact on the total payout percentage as the actual results for Adjusted EPS significantly outperformed expectations without regard to any of the permissible adjustments. |

  55. Metrics Comprising the Executive Bonus Plan

    | 50 | 2024 Proxy Statement | |

  56. Metrics Comprising the Executive Bonus Plan

    2023 KPIs for Company and Brand Performance. In establishing the 2023 Executive Bonus Plan KPIs for both company-wide and brand performance, the Talent and Compensation Committee focused on selecting metrics that were tied to the Company’s goals in key strategic areas and that would also incentivize strong financial performance across the Company’s brands. The table below sets forth each KPI and how they were measured. The target achievement level for each KPI was set to require significantly challenging, but attainable, results.

  57. Metrics Comprising the Executive Bonus Plan

    | KPIs | Weight | Description | | Financial | | | | Net Yield | 6% | This metric measures Net Yield change versus 2019 fiscal year results, determined on a constant currency basis. Net Yield is an important measure of our pricing performance. Net Yield represents Adjusted Gross Margin per APCD(1), where Gross Margin is adjusted for payroll and related expenses, food, fuel, other operating expenses, and depreciation and amortization expenses. Gross Margin is calculated pursuant to GAAP as total revenues less total cruise operating expenses, and depreciation and amortization. | | Net Cruise Costs, excluding fuel | 6% | This metric evaluates Net Cruise Costs excluding fuel per APCD change versus fiscal year 2019, calculated on a constant currency basis. In measuring our ability to control costs in a manner that positively impacts net income, we believe changes in Net Cruise Costs excluding fuel to be among the most relevant indicators of our cost performance. This metric represents gross cruise costs excluding commissions, transportation and other expenses, onboard and other expenses, and fuel expenses. For the 2023 and 2019 periods, Net Cruise Costs excluding fuel exclude (i) the gain on sale of controlling interest; (ii) impairment and credit losses; and (iii) for 2019 only, restructuring charges and other initiative expenses; the transaction and integration costs related to the Silversea Cruises acquisition; and the costs related to the Oasis of the Seas incident included within other operating expenses in our financial statements. | | Non-Financial | | | | Net Promoter Scores (NPS) / Guest Satisfaction | 6% | Third party surveys / net promoter scores, measuring customer satisfaction with their most recent cruise, his or her intent to cruise again with us and his or her willingness to recommend that others cruise with us. | | Safety, Environment, Security & Health | 6% | Composite score comprised of safety incident frequency and severity, audit and compliance scores, and other safety, security, environment and health measures, which we believe are key to continuing to meet our extremely high safety and security standards and our goal of being a good steward of the environmental resources we manage. | | Employee Engagement | 6% | Biannual pulse surveys, conducted by outside firm, of shoreside and shipboard employees measuring both employee satisfaction and employee engagement, which is defined as the tendency of employees to exert discretionary effort for our benefit. | | ESG | | | | ESG Composite Index | 5% | Composite of the following three equally-weighted quantitative ESG metrics that measure our progress with respect to our goals on (1) improvement of cybersecurity maturity rating from the National Institute of Standards and Technology (NIST), (2) programs related to global employee pay equity, and (3) carbon intensity reduction from 2019. The cyber maturity rating evaluates our compliance with the National Institute of Standards and Technology (NIST) requirements and helps improve our company-wide cyber security implementations. Pay equity measures the compensation of employees with those who have similar job functions with comparably equal pay, regardless of their gender. Our target is the difference in pay between these groups on a global scale. The carbon intensity metric represents Well-to-Wake (upstream + downstream) grams of carbon dioxide equivalent emissions divided by the product of gross tonnage and nautical miles traveled. The carbon intensity KPI calculates the reduction in this metric from 2019. This metric tracks our decarbonization efforts across the company resulting from increasing regulations and compliance standards and aligns with our Trifecta target to achieve double-digit carbon intensity by 2025, on a progressive basis. |

  58. Metrics Comprising the Executive Bonus Plan

    | (1) Available Passenger Cruise Days (“APCD”) is our measurement of capacity and represents double occupancy per cabin multiplied by the number of cruise days for the period, which excludes canceled cruise days and cabins not available for sale. We use this measure to perform capacity and rate analysis to identify our main non-capacity drivers that cause our cruise revenue and expenses to vary. |

  59. Metrics Comprising the Executive Bonus Plan

    | | 2024 Proxy Statement | 51 |

  60. Metrics Comprising the Executive Bonus Plan

    The Talent and Compensation Committee established performance levels for each metric at which executives could earn from a threshold of 50% up to a maximum of 200%, along with performance measures identified at 90%, 100%, 110%, and 150%. The Talent and Compensation Committee capped the maximum performance at 200% for both the company-wide and brand performance metrics and the individual performance metric. Achievement in between these performance levels would be calculated on a linear basis. In evaluating the company-wide performance under each the above KPIs:

  61. Metrics Comprising the Executive Bonus Plan

    | • | With regard to our Financial KPIs, average payout was 100% driven by outperformance with regard to the target on net cruise costs, excluding fuel. |

  62. Metrics Comprising the Executive Bonus Plan

    | • | Our Non-Financial KPIs paid out on average at 109% of target, primarily attributable to exceeding the benchmarks for employee engagement and safety and security; and |

  63. Metrics Comprising the Executive Bonus Plan

    | • | Our ESG composite index exceeded target, with an average payout across the three subcomponents of 174% of target. For this component, the Talent and Compensation Committee considered that the Company successfully delivered on specific goals related to pay equity initiatives and NIST cybersecurity maturity rating. |

  64. Metrics Comprising the Executive Bonus Plan

    Individual Performance. The individual performance component of our Executive Bonus Plan awards is intended to reward managerial decision-making, behavioral interaction, and overall contribution. As discussed above, individual performance represented 33.3% of the bonus opportunity for each of our NEOs except for Mr. Liberty, as his bonus was based 100% on corporate performance. None of the individual goals are material to understanding the Executive Bonus Program or how annual targets were determined for 2023. The Talent and Compensation Committee approves the final individual achievement and bonus payout for each of the other NEOs based on the CEO’s recommendation. The Talent and Compensation Committee considered each NEOs achievement of his or her individual goals and the results of specific projects they were responsible for during the year. In evaluating the performance of each NEO during 2023, the Talent and Compensation Committee highlighted the following Company achievements, among others:

  65. Metrics Comprising the Executive Bonus Plan

    | • | Exceeded ambitious financial guidance set at the start of 2023, propelled by significant demand for its brands from new and repeat guests; |

  66. Metrics Comprising the Executive Bonus Plan

    | • | Demonstrated continued commitment to strengthening the balance sheet, with approximately $4 billion of debt paid off in 2023; |

  67. Metrics Comprising the Executive Bonus Plan

    | • | Performance during 2023 accelerated growth and put the Company on track to deliver two of three key goals of the Trifecta program ahead of expected timeframe; |

  68. Metrics Comprising the Executive Bonus Plan

    | • | Delivered two new classes of ships: Icon of The Seas, which generated wide media coverage and garnered positive reviews and record bookings, and Silver Nova, an ultra-luxury cruise ship with an emphasis on sustainable operations; |

  69. Metrics Comprising the Executive Bonus Plan

    | • | Continued advancing the Company’s destination development strategy with the expansion of Perfect Day® at Coco Cay with Hideaway Beach opening in December 2023, and the Royal Beach Club® at Paradise Island, which is expected to open in 2025; |

  70. Metrics Comprising the Executive Bonus Plan

    | • | Delivered high guest satisfaction scores and attracted a record number of both new and loyal guests; |

  71. Metrics Comprising the Executive Bonus Plan

    | • | Continued to deepen relationships with our customers, improving our e-commerce tools, optimizing revenue management, and enhancing our mobile app; and |

  72. Metrics Comprising the Executive Bonus Plan

    | • | Continued focus on innovations, including preparing for the delivery in 2025 of Celebrity Xcel, which is expected to be the first methanol-capable tri-fuel engine. |

  73. 2023 Executive Bonus Plan Payouts

    2023 Executive Bonus Plan Payouts Based on the above KPIs and financial performance results, the following table shows the 2023 Executive Bonus Plan payout as a percentage of target for each award component and the total payout amount.

  74. 2023 Executive Bonus Plan Payouts

    | Name(1) | Payout % per Component | | | Total Payout % (rounded) | Target 2023 Payout | Total 2023 Payout | | | Corporate | Brand | Individual | | | | | Jason T. Liberty | 171.2% | N/A | N/A | 171% | $2,500,000 | $4,280,000 | | Naftali Holtz | 171.2% | N/A | 135% | 159% | $960,000 | $1,527,680 | | Michael W. Bayley | 171.2% | 171.8% | 150% | 164% | $1,573,250 | $2,585,374 | | Harri U. Kulovaara | 171.2% | N/A | 140% | 161% | $880,000 | $1,415,040 | | Laura Hodges Bethge | 171.2% | 111.3% | 135% | 139% | $750,000 | $1,043,750 |

  75. 2023 Executive Bonus Plan Payouts

    | (1) Ms. Lutoff-Perlo’s received a payout level at target pursuant to the terms of her Transition and Separation Agreement, as described on page 57, under “Executive Officer Transition.” |

  76. 2023 Executive Bonus Plan Payouts

    | 52 | 2024 Proxy Statement | |

  77. 2023 Executive Bonus Plan Payouts

    In addition to his award under the Executive Bonus Plan, the Compensation Committee awarded Mr. Kulovaara a special performance bonus of $450,000 for the delivery of 3 new ships in 2023: Icon of the Seas of the Seas, Silver Nova, and Celebrity Ascent. This success also contributed to Mr. Kulovaara’s individual performance payout.

  78. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards Why we pay equity-based compensation. Our long-term incentive award program is the most significant element of our overall compensation program. During 2023, annual long-term incentive awards represented 75% of our CEO’s target total direct compensation and an average of 63% of target total direct compensation for our other NEOs. The Talent and Compensation Committee’s philosophy is that a majority of an executive’s compensation should be based directly upon the value of long-term incentive compensation in the form of time-based restricted stock units and performance-based restricted stock units so as to align with shareholder interests, reward the achievement of long-term goals and promote stability and corporate loyalty among the executives. The Talent and Compensation Committee believes that providing executives with the opportunities to acquire significant stakes in our growth and prosperity (through grants of equity-based compensation), while maintaining other components of our compensation program at competitive levels, will incentivize and reward executives for sound business management, develop a high-performance team environment, foster the accomplishment of short-term and long-term strategic and operational objectives and compensate executives for improvement in shareholder value, all of which are essential to our ongoing success. How equity-based compensation is determined. Annually, the Talent and Compensation Committee evaluates the appropriate form and mix of equity-based compensation that the Company will grant as part of its long-term incentive compensation and approves the dollar value of long-term equity awards that will be granted to each NEO. In the beginning of each year, the Talent and Compensation Committee determines the target equity award value (“LTI Value”) to be delivered to each NEO. In determining the appropriate long-term incentive award value, the Talent and Compensation Committee considers:

  79. Long-Term Equity Incentive Awards

    | • | the compensation paid to comparable executives in the Market Comparison Group; |

  80. Long-Term Equity Incentive Awards

    | • | a review of each of the elements of total direct compensation; and |

  81. Long-Term Equity Incentive Awards

    | • | the NEO’s contribution to the overall results of the Company. |

  82. Long-Term Equity Incentive Awards

    To strike an appropriate balance between performance and retention incentives, we use a combination of time-based restricted stock units/shares, which we refer to as Time-Based RSUs, and performance-based restricted stock units/shares, which we refer to as PSUs. Time-Based Equity. To promote retention and align our executive’s interests with long-term stock appreciation, the Time-Based RSUs vest in equal annual installments over three-year period commencing on the first anniversary date of the grant. As Time-Based RSUs are inherently tied to the performance of our common stock, we consider a vesting schedule based on continued service appropriate to incentivize retention and performance. In 2023, the Talent and Compensation Committee decided to change the vesting of the time-based awards from four years to three years to better align with market practices. Performance-Based Equity. Each PSU is expressed as a target number of PSUs based upon the fair market value of our common stock on such date. Annually, the Talent and Compensation Committee determines (1) the metrics that will be used for the PSUs, (2) the weighting of each metric, and (3) a threshold, target and maximum performance level. The threshold, target and maximum performance levels are set based on prior year performance and our long-term growth targets.

  83. Long-Term Equity Incentive Awards

    | | 2024 Proxy Statement | 53 |

  84. 2023 Equity Awards

    2023 Equity Awards The Talent and Compensation Committee felt it appropriate to take more aggressive steps in 2023 to better position our executives in terms of target pay opportunity, in recognition that (i) LTI values had remained the same for most NEOs since 2020; (ii) the NEOs will have a significant influence on achievement of Trifecta goals and the increased targets will further incentivize their performance over the Trifecta period; and (iii) the LTI values are intended to support retention in light of the overall equity position of the respective executive. For Mr. Holtz, the changes were also intended to bring his overall compensation closer to market median. Accordingly, the Talent and Compensation Committee approved the following target LTI values for each of our NEOs in 2023:

  85. 2023 Equity Awards

    | Name(1) | 2022 LTI Value | 2023 LTI Value | % Change | | Jason T. Liberty | $7,000,000 | $11,500,000 | 64.3% | | Naftali Holtz | $1,400,000 | $2,520,000 | 80.0% | | Michael W. Bayley | $5,000,000 | $7,000,000 | 40.0% | | Harri U. Kulovaara | $1,500,000 | $1,790,000 | 19.3% | | Laura Hodges Bethge | N/A | $1,500,000 | N/A |

  86. 2023 Equity Awards

    | (1) For actions taken with respect to Ms. Lutoff-Perlo’s compensation prior to and in connection with her May 1, 2023 transition from President and Chief Executive Officer of Celebrity Cruises to Vice Chairman, External Affairs for the Company, please see page 57, “Executive Officer Transition.” |

  87. 2023 Equity Awards

    As discussed above, the Talent and Compensation Committee then allocated the total LTI Value between Time-Based RSUs and PSUs. For the 2023 compensation program, we provided long-term incentive awards for all NEOs allocated as set forth below. The Talent and Compensation Committee believes that the use of both Time-Based RSUs and PSUs is consistent with competitive market practice and that the allocation set forth below effectively and efficiently balances both performance and retention objectives.

  88. 2023 Equity Awards

    | 54 | 2024 Proxy Statement | |

  89. 2023-2025 Performance-Based Equity Awards

    2023-2025 Performance-Based Equity Awards For the PSU Awards granted in 2023 for the period ending December 2025, the Talent and Compensation Committee approved performance metrics that align with the Company’s Trifecta program announced in November of 2022. Management and the Talent and Compensation Committee believe these metrics are essential to successful execution of our strategic priorities. The performance ranges for each metric were set at target levels above 2022 results and reflecting year-over-year growth, with the corresponding maximum payouts for 2025 Adjusted EBITDA per APCD and Adjusted EPS results representing outperformance relative to the publicly disclosed 2025 Trifecta goals.

  90. 2023-2025 Performance-Based Equity Awards

    | Metric | Weight | Description | | Adjusted EBITDA per APCD | 30% | Represents Adjusted EBITDA, as reported by the Company in its Form 10-K for the relevant performance periods, per APCD for the relevant performance periods. EBITDA is a non-GAAP measure that represents net income (loss) for the relevant performance periods, excluding (i) interest income; (ii) interest expense, net of interest capitalized; (iii) depreciation and amortization expenses; and (iv) income tax expense. As reported, Adjusted EBITDA excludes certain items for which we believe adjusting for is meaningful when assessing our profitability on a comparative basis. For 2023 these items included (i) non-operating (income) expenses; (ii) gain on sale of controlling interest in cruise terminal facilities in Italy; (iii) impairment and credit losses; (iv) restructuring charges and other initiatives expenses; and (v) equity investments impairment and recovery of losses. | | Adjusted Earnings per Share (EPS) | 30% | Represents Adjusted EPS as reported by the Company in its Form 10-K for the relevant performance periods. Adjusted EPS is Adjusted Net Income (Loss) as reported by the Company in its Form 10-K for the relevant performance periods divided by weighted average shares outstanding or by diluted weighted average shares outstanding, as applicable. As reported, Adjusted Net Income (Loss) represents net income (loss) less net income attributable to noncontrolling interest and excludes certain items for which we believe adjusting for is meaningful when assessing our operating performance on a comparative basis. For compensation purposes, Adjusted EPS may also be modified for certain other items as described above in “Metrics Comprising the Executive Bonus Plan – Company-Wide Financial Metric.” | | Return on Invested Capital (ROIC) | 30% | Represents Adjusted Operating Income (Loss) as reported by the Company in its Form 10-K for the relevant performance periods divided by Invested Capital. Adjusted Operating Income (Loss) represents operating income (loss) including income (loss) from equity investments and income taxes but excluding certain items for which we believe adjusting for is meaningful when assessing our operating performance on a comparative basis. Invested Capital represents the most recent five-quarter average of total debt (i.e., current portion of long-term debt plus long-term debt) plus total shareholders’ equity. | | Carbon Intensity Reduction | 10% | The carbon intensity metric represents Well-to-Wake (upstream + downstream) grams of carbon dioxide equivalent emissions divided by the product of gross tonnage and nautical miles traveled. The carbon intensity metrics calculates the reduction in this metric from 2019. This metric tracks our decarbonization efforts across the company resulting from increasing regulations and compliance standards. |

  91. Determination of Earned PSUs

    Determination of Earned PSUs Performance with regard to the metrics described above will be measured each year during the three-year performance period and combined at the end of using the following weighing:

  92. Determination of Earned PSUs

    | Year | Weighting | | Year 1 - 2023 | 25% | | Year 2 - 2024 | 25% | | Year 3 - 2025 | 50% |

  93. Determination of Earned PSUs

    | | 2024 Proxy Statement | 55 |

  94. Determination of Earned PSUs

    The number of shares that could be earned for the PSU Awards ranges from 0% to 300% of the target. This comprises two components:

  95. Determination of Earned PSUs

    | • | Performance during the three-year period (2023-2025) with a payout range of 0% to 200%; and |

  96. Determination of Earned PSUs

    | • | An additional opportunity to earn up to 100% of target depending on whether one or more of the three financial performance metrics for 2025 achieves a payout of 200% as per the chart below. This is intended to serve as an additional incentive for management to achieve the Trifecta financial targets. |

  97. Determination of Earned PSUs

    | Performance Metrics Achieving 200% Payout | Additional Payout Opportunity (as a % of Target) | | 1 | 33.3% | | 2 | 66.7% | | 3 | 100% |

  98. Determination of Earned PSUs

    Although the PSU Awards measure performance across three one-year periods, the targets for all three years are established up front at the time of grant to ensure a longer-term orientation. In addition, the mix of one-year, two-year and three-year performance goals (with heavier weight attributed to the final year) is intended to keep executives focused on consistent performance and growth throughout the duration of the three-year performance period. The aggregate payout level for the PSU grants made in 2023 will be determined by our Talent and Compensation Committee in early 2026. For the 2024 PSU awards for the performance period ending December 2026, the Talent and Compensation Committee returned to utilizing a maximum payout of 200% without the additional payout opportunity.

  99. Payout under 2021-2023 Performance-Based Equity Awards

    Payout under 2021-2023 Performance-Based Equity Awards The three-year performance period for the PSUs granted in 2021 ended on December 31, 2023, and the Talent and Compensation Committee assessed our performance in the first quarter of 2024. The following table summarizes performance for such PSU Awards, which resulted in a total payout level of 125% of target. Other than with regard to Adjusted EPS, the Talent and Compensation Committee did not exercise discretion to adjust the final payout results noted below.

  100. Payout under 2021-2023 Performance-Based Equity Awards

    | Performance Metric | Weight | Target | Approved results | Payout (as a % of target) | | Adjusted EPS(1) | 40% | $5.56 | $7.13(2) | 119.0% | | ROIC(3) | 40% | 9.6% | 12.3% | 134% | | Leverage Ratio (Net Debt/Adjusted EBITDA)(3)(4) | 20% | 5.6 | 4.9 | 118% |

  101. Payout under 2021-2023 Performance-Based Equity Awards

    | (1) Refer to Annex A for more detail regarding the reconciliation to the most directly comparable U.S. GAAP measure. |

  102. Payout under 2021-2023 Performance-Based Equity Awards

    | (2) Adjusted EPS represents Adjusted EPS of $6.77 as further adjusted for the dilution impact ($0.36) of our outstanding convertible notes. This adjustment avoids penalizing our NEOs for the hypothetical dilution impact resulting from potential conversion of the notes. |

  103. Payout under 2021-2023 Performance-Based Equity Awards

    | (3) Refer to page 55 above for definitions of ROIC and Adjusted EBITDA. |

  104. Payout under 2021-2023 Performance-Based Equity Awards

    | (4) Net Debt represents total debt (i.e., the current portion of long-term debt plus long-term debt), plus operating lease liabilities, less cash and cash equivalents as reported in the Company’s financial statements for the period. |

  105. Payout under 2021-2023 Performance-Based Equity Awards

    The table below sets forth the final payout amounts for each NEO.

  106. Payout under 2021-2023 Performance-Based Equity Awards

    | Name(1) | Target Shares | Final Payout % | Shares Earned | | Jason T. Liberty | 24,755 | 125% | 30,944 | | Naftali Holtz | 4,597 | 125% | 5,746 | | Michael W. Bayley | 35,365 | 125% | 44,206 | | Harri U. Kulovaara | 10,609 | 125% | 13,261 | | Laura Hodges Bethge | 4,244 | 125% | 5,305 |

  107. Payout under 2021-2023 Performance-Based Equity Awards

    | (1) Ms. Lutoff-Perlo received a payout of 125% of target, resulting in 24,314 shares earned. |

  108. Payout under 2021-2023 Performance-Based Equity Awards

    | 56 | 2024 Proxy Statement | |

  109. Payout under 2021 Special Equity Awards

    Payout under 2021 Special Equity Awards As described in our 2022 Proxy Statement, the Talent and Compensation Committee implemented a retention program in connection with our CEO transition in 2022 by granting special equity awards in March 2021 to three NEOs – Messrs. Liberty and Bayley and Ms. Lutoff-Perlo – each of whom it believed were critically important to retain in order to ensure a smooth leadership transition and drive continued enterprise growth. Each of these awards was (i) 50% in the form of Time-Based RSUs and (ii) 50% in the form of PSUs. The Time-Based RSUs vest 50% on the second anniversary of the grant date and the 50% on the third anniversary of the grant date. The PSUs are earned (1) 50% on a two-year performance period, January 1, 2021 through December 31, 2022 and (2) 50% on a three-year performance period from January 1, 2021 through December 31, 2023 (“Second Tranche”). The financial metrics upon which the PSUs were earned are Adjusted EPS, ROIC and Leverage (Net Debt/Adjusted EBITDA), the same as those utilized for the PSU Awards granted in 2021 for the period ending December 2023 noted above. Consistent with the payout percentage for the PSUs granted in 2021 for the performance period ended December 2023, the Second Tranche of the PSU component of the special equity awards vested at 125% of target. Please refer to the “Option Exercises and Stock Vested in 2023” table on page 68 for the number of shares acquired upon vesting.

  110. Roles and Responsibilities

    | | Compensation Consultant |

  111. Roles and Responsibilities

    | • | the composition of our Market Comparison Group; |

  112. Roles and Responsibilities

    | • | current trends in executive and director compensation design; |

  113. Market Comparison Group

    Market Comparison Group Our Market Comparison Group is an integral component of our annual compensation review — which begins in September and runs through February — and is used to help guide the Talent and Compensation Committee’s decisions regarding competitive pay levels and design architecture.

  114. How We Choose Our Market Comparison Group

    How We Choose Our Market Comparison Group In making its determinations for fiscal year 2023 compensation, the Talent and Compensation Committee considered publicly available information of a select group of peer companies to inform the pay levels and structures for the NEOs. The list of companies that comprise our Market Comparison Group was reviewed and approved by Meridian, our independent compensation consultant. Although we strive for consistency, the list is reviewed annually by the Talent and Compensation Committee using the following criteria:

  115. How We Choose Our Market Comparison Group

    | • | Availability of public information — company is publicly-traded and compensation data is available in public filings |

  116. How We Choose Our Market Comparison Group

    | • | Relevant industry group — company included within the consumer discretionary sector under the Global Industry Classification Standard (GICS) |

  117. How We Choose Our Market Comparison Group

    | • | Equivalent revenue — company is within approximately 0.5 to 2 times our revenue |

  118. How We Choose Our Market Comparison Group

    | • | Similar business strategy — company falls under hospitality, hotels and motels, leisure time, leisure products or resort industry categories |

  119. How We Choose Our Market Comparison Group

    | • | Global Footprint — company has significant operations outside of the United States |

  120. How We Choose Our Market Comparison Group

    | • | Historical precedent — company included in the prior year’s Market Comparison Group |

  121. How We Choose Our Market Comparison Group

    Based on considerations of the factors above, Meridian did not recommend, and the Talent and Compensation Committee did not make, any changes to the Market Comparison Group from 2022. The 2023 peer group below comprised the Market Comparison Group used to inform 2023 compensation decisions. Following the Talent and Compensation Committee's annual review of both current and potential peer companies, several changes were made to the Company’s peer group for 2024 compensation planning purposes as detailed below. The changes were based on review of industry group, market capitalization, revenue range and global footprint.

  122. How We Choose Our Market Comparison Group

    | 2023 PEERS | | PEER ADDED | | 2024 PEERS | | Booking Holdings Inc. Caesars Entertainment Corp. Carnival Corp. Darden Restaurants, Inc. eBay Inc. Expedia Inc. Hilton Worldwide Holdings, Inc. Las Vegas Sands Corp. Live Nation Entertainment, Inc. Marriott International Inc. McDonald’s Corporation MGM Resorts International Norwegian Cruise Line Holdings Ltd. Starbucks Corp. Travel + Leisure Co. Wynn Resort Ltd. Yum Brands Inc. | + | American Airlines Group Inc. Delta Air Lines, Inc. United Airlines Holdings, Inc. Chipotle Mexican Grill, Inc. Domino’s Pizza Hyatt Hotels Corporation | = | American Airlines Group Inc. Booking Holdings Inc. Caesars Entertainment, Inc. Carnival Corp. Chipotle Mexican Grill, Inc. Darden Restaurants, Inc. Delta Air Lines, Inc. Domino's Pizza, Inc. Expedia Group, Inc. Hilton Worldwide Holdings Inc. Hyatt Hotels Corporation Las Vegas Sands Corp. Marriott International, Inc. McDonald's Corporation MGM Resorts International Norwegian Cruise Line Holdings Ltd. Starbucks Corp. United Airlines Holdings, Inc. Wynn Resorts, Ltd. Yum! Brands, Inc. | | | - | PEER REMOVED eBay Inc. Live Nation Entertainment, Inc. Travel + Leisure Co. | | |

  123. How We Choose Our Market Comparison Group

    | | 2024 Proxy Statement | 59 |

  124. Clawback Policy

    | | Amended and Restated Incentive Plan and Executive Bonus Plan | Royal Caribbean Cruises Ltd. Clawback Policy(1) | | Clawback Trigger(s) | (i) If there is a financial restatement due to a material non-compliance with financial reporting requirements; or (ii) with respect to PSU Awards, there is a high likelihood that an out-of-period adjustment to the Company’s financial statements covering the performance period would be deemed material because there is alleged misconduct associated with the adjustment. | Restatement due to material noncompliance with financial reporting requirements under the securities laws as required by the Dodd-Frank Act and corresponding NYSE listing standards. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct in connection with the restatement. | | Compensation Covered | PSU Awards and cash bonus | PSU Awards and cash bonus | | Recoupment Amount | An amount equal to the difference between the amount actually awarded based on the erroneous financial data and the amount of compensation that should have been awarded under the accounting restatement or the adjusted financial statements, as applicable, as determined by the Talent and Compensation Committee. | Amount of compensation granted, vested or paid to a covered person during the performance period that exceeds the amount of compensation that would otherwise have been granted, vested or paid to the person had such amount been determined based on the applicable restatement. | | Look-Back Period | For PSU Awards: Two-year period following the end of the applicable performance period for each award | The three fiscal year period preceding the date in which the Company concludes or reasonably should have concluded a restatement is required |

  125. Equity Grant Practices

    Equity Grant Practices Timing of Equity Awards: The Talent and Compensation Committee generally grants annual equity awards to NEOs and other members of management at the first regularly scheduled Talent and Compensation Committee meeting of the calendar year, usually held in February. Equity awards may be granted outside of the annual grant cycle in connection with events such as hiring, promotion or extraordinary performance or as part of a special retention effort. Vesting Into Retirement Policy: Certain of our executives may be eligible for accelerated or continued vesting of applicable long-term equity awards under our “Vesting Into Retirement” policy. In recognition that different motivations and considerations prevail for officers approaching retirement, awards granted to executives who are at least 62 years of age and who have been employed by RCG for at least 15 years are generally not subject to forfeiture upon termination of employment after the later of the first anniversary of the grant date and the first anniversary of the date that the officer meets both the age and service criteria. In order to maintain an alignment of interest with our shareholders, these awards continue to be subject to restrictions on transfer that will lift over the vesting schedule for the RSUs and PSUs awards.

  126. Equity Grant Practices

    | 60 | 2024 Proxy Statement | |

  127. Summary Compensation Table

    Summary Compensation Table The following table presents certain summary information for the fiscal years ended December 31, 2021, 2022 and 2023 concerning compensation earned for services rendered in all capacities by our NEOs.

  128. Summary Compensation Table

    | Name and Principal Position | Year | Salary / Fees | Stock Awards(1)(2) | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and NQDC Earnings | All Other Compensation(4) | Total | | Jason T. Liberty President & Chief Executive Officer and Former Chief Financial Officer | 2023 | $1,246,986 | $11,500,037 | $4,280,000 | $— | $189,252 | $17,216,276 | | | 2022 | $1,200,000 | $7,000,056 | $2,344,800 | $— | $219,402 | $10,764,258 | | | 2021 | $950,000 | $10,500,003 | $1,377,500 | $88,519 | $118,660 | $13,034,682 | | Naftali Holtz Chief Financial Officer | 2023 | $792,466 | $2,520,003 | $1,527,680 | $— | $45,283 | $4,885,432 | | | 2022 | $675,000 | $1,400,011 | $709,645 | $— | $33,396 | $2,818,052 | | Michael W. Bayley President and CEO, RCI | 2023 | $1,082,890 | $7,000,026 | $2,585,374 | $— | $141,325 | $10,809,615 | | | 2022 | $1,046,849 | $5,000,029 | $1,590,035 | $— | $128,847 | $7,765,760 | | | 2021 | $1,000,000 | $14,999,980 | $1,400,000 | $18,969 | $132,217 | $17,551,166 | | Harri U. Kulovaara EVP, Maritime | 2023 | $878,222 | $1,790,040 | $1,865,040 | $— | $126,294 | $4,659,596 | | | 2022 | $847,948 | $1,500,001 | $1,151,632 | $— | $115,759 | $3,615,340 | | | 2021 | $810,000 | $1,499,964 | $1,110,000 | $83,691 | $109,980 | $3,613,635 | | Laura Hodges Bethge(5) President, Celebrity Cruises | 2023 | $724,104 | $1,487,832 | $1,043,750 | | $90,971 | $3,346,657 | | Lisa Lutoff-Perlo(6) Former President and CEO, Celebrity Cruises | 2023 | $540,377 | $3,850,003 | $1,152,879 | $— | $4,228,852 | $9,772,111 | | | 2022 | $858,416 | $2,749,988 | $1,032,747 | $— | $115,514 | $4,756,665 | | | 2021 | $820,000 | $8,250,057 | $1,066,000 | $130,258 | $151,810 | $10,418,125 |

  129. Summary Compensation Table

    | (1) The amounts in this column reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. With respect to the performance-based share awards, pursuant to the applicable FASB ASC Topic 718 rules, the “grant date” for accounting purposes will not be determined until the performance period has been completed because of the Talent and Compensation Committee’s ability to make adjustments to the payout levels. Consequently, the amount reported in this column represents the fair value of the award at the service inception date (i.e., the date the Talent and Compensation Committee authorized the award) based upon the then-probable outcome of the performance conditions. See Note 11 of the consolidated financial statements in the Company’s Annual Report for the year ended December 31, 2023, regarding assumptions underlying the valuation of each of these types of awards. |

  130. Summary Compensation Table

    | (2) Amounts for 2023 include the grant date fair value of both the time-based awards and performance-based annual equity awards granted to each NEO in February 2023. The values on the service inception date of the performance-based awards granted to the NEOs as part of the February 2023 annual equity awards (assuming that the highest level of performance conditions will be achieved (i.e., 300%)) are the following: Mr. Liberty - $25,300,052 Mr. Holtz – $5,543,978, Mr. Bayley - $15,400,087; Mr. Kulovaara - $3,938,088, and Ms. Bethge - $3,071,868, Ms. Lutoff-Perlo - $8,469,947; |

  131. Summary Compensation Table

    | (3) Represents amounts earned pursuant to the annual Executive Bonus Plan. We make payments under our annual Executive Bonus Plan in the first quarter following the fiscal year in which they were earned. In addition to the amounts earned under the Executive Bonus Plan, Mr. Kulovaara is entitled to receive a bonus of $150,000 per ship delivered during the year. During 2023, RCG took delivery of three ships and Mr. Kulovaara received a ship delivery bonus of $450,000, in addition to the $1,415,040 he earned under the Executive Bonus Plan for 2023. |

  132. Summary Compensation Table

    | (4) Please see the table below titled “2023 All Other Compensation” for an itemized disclosure of this element of compensation. |

  133. Summary Compensation Table

    | (5) Ms. Bethge was promoted in May 2023 to her position as President, Celebrity Cruises. |

  134. Summary Compensation Table

    | (6) In connection with her separation, Ms. Lutoff-Perlo entered into a Transition and Separation Agreement with the Company. For a summary of terms, refer to page 57. |

  135. Summary Compensation Table

    | | 2024 Proxy Statement | 63 |

  136. Grants of Plan Based Awards in 2023

    Grants of Plan Based Awards in 2023 The following table provides information about cash (non-equity) and equity incentive compensation awarded to our NEOs in 2023, including (1) the range of possible cash payouts under our annual Executive Bonus Plan; (2) the grant date of equity awards; (3) the number of time-based and performance-based restricted stock units granted; and (4) the grant date fair value of the time-based and performance-based equity grants calculated in accordance with FASB ASC Topic 718. The time-based and performance-based equity awards were granted under the Company’s 2008 Performance and Equity Incentive Plan, which is discussed in greater detail in this proxy statement under the caption “Compensation Discussion and Analysis.”

  137. Grants of Plan Based Awards in 2023

    | Name | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Grant Date | Type of Awards | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stocks or Units | Grant Date Fair Value of Stock Awards(4) | | | Threshold | Target | Maximum | | | Threshold | Target | Maximum | | | | Jason T. Liberty | 0 | $2,500,000 | $5,000,000 | | | | | | — | — | | | | | | 2/9/23 | PSU(5) | 0 | 92,512 | 277,536 | — | $6,900,008 | | | | | | 2/9/23 | RSU(6) | | | | 61,675 | $4,600,030 | | Naftali Holtz | 0 | $960,000 | $1,920,000 | | | | | | — | — | | | | | | 2/9/23 | PSU(5) | 0 | 20,272 | 60,816 | — | $1,511,987 | | | | | | 2/9/23 | RSU(6) | | | | 13,515 | $1,008,016 | | Michael W. Bayley | 0 | $1,573,250 | $3,146,500 | | | | | | — | — | | | | | | 2/9/23 | PSA(5) | 0 | 56,312 | 168,936 | — | $4,200,031 | | | | | | 2/9/23 | RSU(6) | | | | 37,541 | $2,799,995 | | Harri U. Kulovaara | 0 | $880,000 | $1,760,000 | | | | | | — | — | | | | $450,000(2) | | | | | | | — | — | | | | | | 2/9/23 | PSA(5) | 0 | 14,400 | 43,200 | — | $1,074,024 | | | | | | 2/9/23 | RSU(6) | | | | 9,600 | $716,016 | | Laura Hodges Bethge | 0 | $750,000 | $1,500,000 | | | | | | — | — | | | | | | 2/9/23 | PSU(5) | 0 | 10,619 | 31,857 | — | $792,018 | | | | | | 2/9/23 | RSU(6) | | | | 9,121 | $695,814 | | Lisa Lutoff-Perlo | 0 | $1,152,879 | $2,305,758 | | | | | | — | — | | | | | | 2/9/23 | PSA(5) | 0 | 30,971 | 92,913 | — | $2,309,972 | | | | | | 2/9/23 | RSU(6) | | | | 20,648 | $1,540,031 |

  138. Grants of Plan Based Awards in 2023

    | (1) These values represent the threshold, target and maximum payouts under the Executive Bonus Plan. As discussed above, payouts under our Executive Bonus Plan range from 0% to 200% based on the company-wide and, if applicable, brand-specific performance level achieved and, except in the case of Mr. Liberty, the individual performance level achieved. For additional details on the final payout for each NEO, refer to “2023 Executive Bonus Plan Payouts” on page 52. |

  139. Grants of Plan Based Awards in 2023

    | (2) In addition to the amounts that may be earned pursuant to the Executive Bonus Plan, Mr. Kulovaara is eligible to receive an incentive payment equal to $150,000 for each ship delivered during the year. There were three ship deliveries for 2023. |

  140. Grants of Plan Based Awards in 2023

    | (3) These values represent the threshold, target and maximum number of shares that may be earned pursuant to the performance-based award for the relevant performance period. As discussed above, payout on the performance-based awards range from 0% to 300% based on the company-wide performance level achieved. For the annual performance-based awards granted in 2023, the PSUs or PSAs will vest based on the achievement of certain performance metrics as further described in the Compensation Discussion and Analysis, beginning on page 42. |

  141. Grants of Plan Based Awards in 2023

    | (4) With respect to time-based RSUs, the grant date fair value is calculated in accordance with FASB ASC Topic 718. With respect to the performance-based share awards, pursuant to the applicable FASB ASC Topic 718 rules, the “grant date” for accounting purposes will not be determined until the performance period has been completed because of the Talent and Compensation Committee’s ability to make adjustments to the payout levels. Consequently, the amount reported in this column represents the fair value of the award at the service inception date (i.e., the date the Talent and Compensation Committee authorized the award) based upon the then probable outcome of the performance conditions (i.e., target). |

  142. Grants of Plan Based Awards in 2023

    | (5) Represents annual performance-based awards granted on February 9, 2023, which will be earned based on RCG’s performance for the three-year period ending December 31, 2025. |

  143. Grants of Plan Based Awards in 2023

    | (6) Represents the annual time-based RSUs granted on February 9, 2023, which will vest, or for which the transfer restrictions will lapse, in three equal annual installments. |

  144. Grants of Plan Based Awards in 2023

    | | 2024 Proxy Statement | 65 |

  145. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table provides information concerning unvested restricted stock units and performance share awards for each NEO outstanding as of the end of the fiscal year ended December 31, 2023. Each award is shown separately for each NEO.

  146. Outstanding Equity Awards at 2023 Fiscal Year End

    | | | Stock Awards | | | | | | | | | Equity Incentive Plan Awards | | | Name | Equity Award Grant Date | # of Shares or Units of Stock That Have Not Vested (#) | Market value of Shares or Units of Stock That Have Not Vested ($)(1) | # of Unearned Shares/Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares/Units or Other Rights that Have Not Vested ($)(1) | | Jason T. Liberty | 3/24/2021 | | | 41,258(4) | 5,342,499 | | | 3/24/2021 | | | 49,510(5) | 6,411,050 | | | 2/7/2022 | | | 105,264(6) | 13,630,636 | | | 2/9/2023 | | | 277,536(7) | 35,938,138 | | | 2/20/2020 | 3,176(2) | 411,260 | | | | | 3/24/2021 | 8,252(2) | 1,068,552 | | | | | 3/24/2021 | 20,629(3) | 2,671,249 | | | | | 2/7/2022 | 26,316(2) | 3,407,659 | | | | | 2/9/2023 | 61,675(2) | 7,986,296 | | | | | | 120,048 | 15,545,016 | 473,568 | 61,322,323 | | Naftali Holtz | 3/24/2021 | | | 9,194(5) | 1,190,531 | | | 2/7/2022 | | | 21,052(6) | 2,726,024 | | | 2/9/2023 | | | 60,816(7) | 7,875,064 | | | 2/20/2020 | 562(2) | 72,773 | | | | | 3/24/2021 | 1,532(2) | 198,379 | | | | | 2/7/2022 | 5,263(2) | 681,506 | | | | | 2/9/2023 | 13,515(2) | 1,750,057 | | | | | | 20,872 | 2,702,715 | 91,062 | 11,791,619 | | Michael W. Bayley | 3/24/2021 | | | 58,940(4) | 7,632,141 | | | 3/24/2021 | | | 70,730(5) | 9,158,828 | | | 2/7/2022 | | | 75,188(6) | 9,736,094 | | | 2/9/2023 | | | 168,936(7) | 21,875,523 | | | 3/24/2021 | 29,470(3) | 3,816,070 | | | | | 2/9/2023 | 37,541(2) | 4,861,184 | | | | | | 67,011 | 8,677,255 | 373,794 | 48,402,587 | | Harri U. Kulovaara | 3/24/2021 | | | 21,218(5) | 2,747,519 | | | 2/7/2022 | | | 22,556(6) | 2,920,777 | | | 2/9/2023 | | | 43,200(7) | 5,593,968 | | | 2/9/2023 | 9,600(2) | 1,243,104 | | | | | | 9,600 | 1,243,104 | 86,974 | 11,262,264 | | Laura Hodges Bethge | 3/24/2021 | | | 8,488(5) | 1,099,111 | | | 2/7/2022 | | | 15,038(6) | 1,947,271 | | | 2/9/2023 | | | 31,857(7) | 4,125,163 | | | 2/20/2020 | 295(2) | 38,200 | | | | | 3/24/2021 | 1,547(2) | 200,321 | | | | | 2/7/2022 | 3,759(2) | 486,753 | | | | | 2/9/2023 | 7,079(2) | 916,660 | | | | | 6/1/2023 | 2,042(2) | 264,419 | | | | | | 14,722 | 1,906,352 | 55,383 | 7,171,545 |

  147. Outstanding Equity Awards at 2023 Fiscal Year End

    | 66 | 2024 Proxy Statement | |

  148. Outstanding Equity Awards at 2023 Fiscal Year End

    | | | Stock Awards | | | | | | | | | Equity Incentive Plan Awards | | | Name | Equity Award Grant Date | # of Shares or Units of Stock That Have Not Vested (#) | Market value of Shares or Units of Stock That Have Not Vested ($)(1) | # of Unearned Shares/Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares/Units or Other Rights that Have Not Vested ($)(1) | | Lisa Lutoff-Perlo | 3/24/2021 | | | 32,418(4) | 4,197,807 | | | 3/24/2021 | | | 38,902(5) | 5,037,420 | | | 2/7/2022 | | | 41,354(6) | 5,354,930 | | | 2/9/2023 | | | 92,913(7) | 12,031,305 | | | 3/24/2021 | 16,209(3) | 2,098,903 | | | | | 2/9/2023 | 20,648(2) | 2,673,710 | | | | | | 36,857 | 4,772,613 | 205,587 | 26,621,462 |

  149. Outstanding Equity Awards at 2023 Fiscal Year End

    | (1) Calculated based on the closing stock price of $129.49 of the Company’s common stock on December 29, 2023. |

  150. Outstanding Equity Awards at 2023 Fiscal Year End

    | (2) Outstanding time-based RSUs vest in accordance with the following schedule: remaining time-based RSUs granted in 2020 through 2022 will vest in four equal annual installments commencing on the first anniversary of the award date; remaining time-based RSUs granted in 2023 will vest in three equal annual installments commencing on the first anniversary of the award date. Time-based RSUs awarded to NEOs eligible under the “Vesting into Retirement” policy vest on the later of the first anniversary of the grant date and the first anniversary of the date the officer meets both the age and service criteria; however, these awards remain subject to restrictions on transfer that lapse over the same period during which the RSUs otherwise would have been scheduled to vest. |

  151. Outstanding Equity Awards at 2023 Fiscal Year End

    | (3) Represents the time-based RSUs granted as part of the Special Equity Awards which vested 50% on the second anniversary of the grant date, and 50% will vest on the third anniversary of the grant date. |

  152. Outstanding Equity Awards at 2023 Fiscal Year End

    | (4) Represents PSUs granted as part of the Special Equity Awards, which were earned based on RCG’s performance – 50% based on the two-year period ending December 31, 2022 and 50% based on the three-year period ending on December 31, 2023. See Compensation Discussion and Analysis – “Payout under 2021 Special Equity Awards,” on page 57. |

  153. Outstanding Equity Awards at 2023 Fiscal Year End

    | (5) Represents the 2021 PSU Awards for the three-year period ending December 31, 2023 that vested on March 21, 2024 when the Talent and Compensation Committee sets the actual payout level for purposes of such grant. Reflects the maximum number of PSUs/PSAs that may be earned. |

  154. Outstanding Equity Awards at 2023 Fiscal Year End

    | (6) Represents the 2022 PSU Awards for the three-year period ending December 31, 2024 that, to the extent earned, will vest on the date in 2025 that the Talent and Compensation Committee sets the actual payout level for purposes of such grant. Reflects the maximum number of PSUs/PSAs that may be earned. |

  155. Outstanding Equity Awards at 2023 Fiscal Year End

    | (7) Represents the 2023 PSU Awards for the three-year period ending December 31, 2025 that, to the extent earned, will vest on the date in 2026 that the Talent and Compensation Committee sets the actual payout level for purposes of such grant. Reflects the maximum number of PSUs/PSAs that may be earned. |

  156. Outstanding Equity Awards at 2023 Fiscal Year End

    | | 2024 Proxy Statement | 67 |

  157. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table provides information for the NEOs on stock option exercises and the time-based RSUs and performance-based awards that vested during 2023, including the number of shares acquired upon exercise or vesting and the value realized, before payment of any applicable withholding tax and broker commissions.

  158. Option Exercises and Stock Vested in 2023

    | | Option Awards | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting(2) | Value Realized on Vesting(3) | | Jason T. Liberty | — | — | 52,966 | $3,465,217 | | Naftali Holtz | — | — | 4,265 | $301,851 | | Michael W. Bayley | — | — | 74,377 | $4,929,625 | | Harri U. Kulovaara | — | — | 13,689 | $1,078,370 | | Laura Bethge | — | — | 3,982 | $300,761 | | Lisa Lutoff-Perlo | — | — | 40,908 | $2,711,333 |

  159. Option Exercises and Stock Vested in 2023

    | (1) These columns reflect RSUs, PSUs, and PSAs previously awarded to the named executive officers that vested during 2023. For those executives eligible to participate in the “Vesting into Retirement” policy on the grant date, the time-based RSUs and the PSAs vest on the first anniversary of the grant date; however, the restrictions on transfer or sale of the time-based RSUs only lapse on the anniversary dates of the grant date during the applicable vesting schedule, while the PSAs are only earned at the same time as the PSUs at the end of the relevant performance period when the Talent and Compensation Committee approves the payout level. For those that become eligible to participate in the “Vesting into Retirement” policy between the grant date and the vesting date, the time-based RSUs and the PSUs vest on the later of (i) the first anniversary of the grant date and (ii) the first anniversary of the date the officer meets both the age and service criteria; however, these awards remain subject to the same restrictions on transfer and the same criteria for being earned. |

  160. Option Exercises and Stock Vested in 2023

    | (2) Of these amounts, shares were withheld by us to cover tax withholding obligations as follows: Mr. Liberty – 19,176 shares; Mr. Holtz – 1,339; Mr. Bayley – 27,486 shares; Ms. Lutoff-Perlo – 14,283 shares; and Mr. Kulovaara – 4,295 shares, and Ms. Bethge – 1,148 shares. |

  161. Option Exercises and Stock Vested in 2023

    | (3) Calculated based on the average of the high and low sales price of the Company’s common stock on the applicable vesting dates. |

  162. Option Exercises and Stock Vested in 2023

    | 68 | 2024 Proxy Statement | |

  163. Payments Upon Termination of Employment

    Payments Upon Termination of Employment The following table represents payments and benefits to which the current NEOs would be entitled upon termination of their employment in accordance with their employment agreements and our equity plans and agreements. Termination of employment is assumed to occur, for purposes of this table, on December 31, 2023. Entitlements upon termination of employment are governed by the NEOs’ employment agreements with the Company, which are described under the heading “Employment Agreements.” In addition, the treatment of outstanding equity awards, which are unvested as of the time of termination, are treated in accordance with the agreement and plan applicable to the particular award, as described below. We do not provide any cash payments in the event of a change of control absent an employment termination nor do we increase the amount of cash severance that would be due to a NEO in the event of his or her termination of employment in connection with a change of control. The table does not include amounts a NEO would be entitled to receive without regard to the circumstances of termination, such as accrued vested equity awards or accrued retirement benefits (if retirement eligible) and deferred compensation. Please see the “Outstanding Equity Awards at 2022 Fiscal Year-End” table for more information.

  164. Payments Upon Termination of Employment

    | | | Termination Type | | | | Name(1) | Benefit | Death or Disability | Termination w/o Cause or for Good Reason(3) | “Change of Control w/ Termination” | | Jason T. Liberty | Severance Payment | $2,500,000 | $2,500,000 | $2,500,000 | | | Settlement of Outstanding Annual Bonus Award | $5,000,000 | $5,000,000 | $5,000,000 | | | Settlement of Outstanding Equity Awards(2) | $40,216,488 | — | $53,388,242 | | | Medical and Dental Benefits Continuation | — | $30,534 | $30,534 | | | Outplacement Services | — | $25,000 | $25,000 | | | Total | $47,716,488 | $7,555,534 | $60,943,777 | | Naftali Holtz | Severance Payment | — | $800,000 | $800,000 | | | Settlement of Outstanding Annual Bonus Award | — | — | $0 | | | Settlement of Outstanding Equity Awards(2) | $7,286,014 | — | $9,986,151 | | | Medical and Dental Benefits Continuation | — | $15,267 | $15,267 | | | Outplacement Services | — | $25,000 | $25,000 | | | Total | $7,286,014 | $840,267 | $10,826,419 | | Michael W. Bayley | Severance Payment | $2,170,000 | $2,170,000 | $2,170,000 | | | Settlement of Outstanding Annual Bonus Award | $3,146,500 | $3,146,500 | $3,146,500 | | | Settlement of Outstanding Equity Awards(2) | $29,232,628 | — | $38,526,797 | | | Medical and Dental Benefits Continuation | — | $16,810 | $16,810 | | | Outplacement Services | — | $25,000 | $25,000 | | | Total | $34,549,128 | $5,358,310 | $43,885,107 | | Harri Kulovaara | Severance Payment | $1,760,000 | $1,760,000 | $1,760,000 | | | Settlement of Outstanding Annual Bonus Award | $1,760,000 | $1,760,000 | $1,760,000 | | | Settlement of Outstanding Equity Awards(2) | $5,941,908 | — | $8,146,870 | | | Medical and Dental Benefits Continuation | — | $21,496 | $21,496 | | | Outplacement Services | — | $25,000 | $25,000 | | | Total | $9,461,908 | $3,566,496 | $11,713,366 | | Laura Bethge | Severance Payment | — | $1,500,000 | $1,500,000 | | | Settlement of Outstanding Annual Bonus Award | — | $1,500,000 | $1,500,000 | | | Settlement of Outstanding Equity Awards(2) | $4,804,597 | — | $6,304,400 | | | Medical and Dental Benefits Continuation | — | $19,654 | $19,654 | | | Outplacement Services | — | $25,000 | $25,000 | | | Total | $4,804,597 | $3,044,654 | $9,349,054 |

  165. Payments Upon Termination of Employment

    | (1) Pursuant to the terms of her Transition and Separation Agreement, Ms. Lutoff-Perlo transitioned from her role as President and Chief Executive Officer of Celebrity Cruises to Vice Chairman, External Affairs for the Company effective May 1, 2023. In accordance with the terms of her Transition and Separation Agreement, Ms. Lutoff-Perlo’s base salary was reduced to $360,000 effective May 1, 2023 through her separation on April 25, 2024 and she was eligible to continue to earn her annual bonus target for 2023 (which was deemed met at target). In addition, she is entitled to certain payments upon her separation from the Company on April 25, 2024. These consist of (i) severance in the amount of $4,112,201, equal to two times her annual salary prior to her transition ($1,773,660) and two times the target bonus for 2023 under the |

  166. Payments Upon Termination of Employment

    | 70 | 2024 Proxy Statement | |

  167. Payments Upon Termination of Employment

    Executive Bonus Plan ($2,305,758), (ii) $7,783 of continued coverage of health and medical benefits for a period of two years, or until such time that she commences employment with a new employer, whichever occurs first, and (iii) $25,000 for professional search fees relating to outplacement. In addition, based on her meeting the age and service criteria under our Vesting into Retirement Policy, her outstanding equity awards will continue vest in accordance with their terms.

  168. Payments Upon Termination of Employment

    | (2) The cost of Settlement of Outstanding Equity Awards, reflects the following based on the terms of the Plan and the relevant awards agreements: |

  169. Payments Upon Termination of Employment

    | • | upon a termination due to death or disability, (i) all unvested time-based RSUs will immediately vest and (ii) all unearned performance-based awards will be earned at target and, to the extent not yet vested, immediately vest; and |

  170. Payments Upon Termination of Employment

    | • | upon a termination of the executive’s employment by the Company without “cause” or by the executive for “good reason” within 18 months following a “change of control”, (i) all unvested time-based RSUs will immediately vest and (ii) all unearned performance-based awards will be earned based upon the Talent and Compensation Committee’s then best estimate of the shares that have been earned will be awardable at the end of the performance period, and, to the extent not yet vested, immediately vest. For purposes of the table above, we assumed that the Company would meet target for each of the performance-based awards. |

  171. Payments Upon Termination of Employment

    | (3) Outstanding equity awards for each of Mr. Bayley and Mr. Kulovaara will continue to vest in accordance with their terms based on having met the age and service criteria under our Vesting into Retirement Policy. |

  172. Payments Upon Termination of Employment

    | | 2024 Proxy Statement | 71 |

  173. CEO Pay Ratio

    CEO Pay Ratio In August 2015, pursuant to a mandate of the Dodd Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the Principal Executive Officer (“PEO”). Due to maritime requirements and the practical implications of employment on ships with worldwide operations, our shipboard employees receive certain benefits and accommodations that are not typically provided to shoreside employees including housing and meals while on the ship and medical care for any injuries or illnesses that occur while in the service of the ship. These benefits and accommodations are free of cost to each shipboard employee. Additionally, because our shipboard employees are away from home for extended periods of time while on the ship, they do not work for the entire year. Our shipboard employees also generally reside outside of the U.S., where the cost of living may be significantly lower than in the United States. We calculated median gross wages of our global employee population as of December 31, 2023 (excluding shipboard employees who were not assigned to any sailing during the year and thus did not receive any compensation) to identify our median employee. We did not annualize the pay for our employees when identifying our median. We determined that this person was a crew member whose total compensation for 2023, calculated consistent with Item 402(c) of Regulation S-K, was $18,073. This figure includes shipboard pension and gratuities directly billed to our guests but excludes any cash gratuities paid directly to the employee by guests. Based upon this methodology and the CEO’s total compensation, as set forth in the Summary Compensation Table, we estimate the ratio of our CEO’s pay to the median employee’s pay is 953 to 1.

  174. CEO Pay Ratio

    | 72 | 2024 Proxy Statement | |

  175. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the Company’s financial performance.

  176. Tabular Disclosure of Compensation Actually Paid versus Performance

    Tabular Disclosure of Compensation Actually Paid versus Performance The following table discloses information on “compensation actually paid” (CAP) to our principal executive officer (PEO) and (on average) to our other NEOs during the specified years alongside total shareholder return (TSR) and net income metrics, as well as a Company-selected measure of Adjusted EPS. The Company selected this measure as the most important in linking compensation actually paid to our NEOs for 2023 to Company performance, as Adjusted EPS was the predominant metric used in evaluating company-wide performance under our Executive Bonus Plan (65%) and comprised 30% of PSU awards granted to our NEOs in 2023 for the performance period ending December 2025, as described in more detail in the “Compensation Discussion and Analysis” beginning on page 42. The CAP amounts in the table below reflect a re-valuation of equity awards granted to our Principal Executive Officer(s) (PEOs) and other NEOs. SEC regulations instruct us to back out the grant date fair value of equity awards that is used in the Summary Compensation Table and replace it with values for unvested equity awards at each year end and change in fair value of shares that vested in the year. Accordingly, the CAP is an alternative way of calculating the value for executive equity awards that uses the stock price at year end for unvested grants and at vest dates for those that vest in the year, instead of the stock price at grant for only those awards newly granted in the year. For NEOs that have served for more than the current year, the CAP values are higher because they include values for all prior grants, not just the current year. The Summary Compensation Table already incorporates the value of the cash incentive paid for each year, so that performance-related compensation component is unchanged in the CAP amounts in the table. For 2023, the CAP to our PEO and average CAP to our other NEOs is significantly higher than the amounts shown in the Summary Compensation Table, primarily due to the significant increase in the price of our common stock after the applicable equity award grant dates. Accordingly, the value of our equity awards at vest and the value of unvested awards was higher than the value at grant shown in the Summary Compensation Table. This stock price increase is aligned with increases in the Company’s Adjusted EPS results for 2023. In addition, the Company cumulative shareholder return in 2023 significantly outpaced the Dow Jones U.S. Travel & Leisure Index. Our stock price increased by 162% from year end 2022 to year end 2023. For the full year 2023, the company reported Net Income of $1.7 billion or $6.31 per share compared to Net Loss of $(2.2) billion or $(8.45) per share in the prior year. In line with this improved financial performance and stock price increase, the 2023 CAP for our PEO and other NEOs represents a significant increase from 2022.

  177. Tabular Disclosure of Compensation Actually Paid versus Performance

    | | | | | | | | Value of initial fixed $100 investment based on: | | | | | Fiscal Year | SCT Total Compensation for PEO(1) | Compensation Actually Paid to PEO(2) | SCT Total Compensation for Former PEO | Compensation Actually Paid to Former PEO | Average SCT Total Compensation for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Company TSR(4) | Peer Group TSR(4) | Net Income ($M)(5) | Adjusted EPS(6) | | 2023 | $17,216,276 | $44,177,396 | n/a | n/a | $6,694,683 | $15,584,264 | $97.95 | $141.75 | $1,697 | $6.77 | | 2022 | $10,764,258 | $3,846,340 | $300,006 | -$4,371,814 | $4,738,954 | $1,390,884 | $37.39 | $116.17 | ($2,156) | ($6.82) | | 2021 | — | — | $15,812,027 | $15,310,661 | $11,154,402 | $10,506,637 | $58.17 | $127.35 | ($5,261) | ($19.19) | | 2020 | — | — | $12,083,504 | $-462,571 | $5,360,290 | $498,183 | $56.50 | $101.09 | ($5,798) | ($18.31) |

  178. Tabular Disclosure of Compensation Actually Paid versus Performance

    | (1) Reflects total compensation of our current CEO, Mr. Jason Liberty, as calculated in the Summary Compensation Table (SCT). |

  179. Tabular Disclosure of Compensation Actually Paid versus Performance

    | (2) The dollar amounts shown in these columns reflect “compensation actually paid” to the NEOs calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to either individual during the applicable years. The adjustments made to each officer’s total compensation for each year to determine CAP are shown in the table below. For Mr. Liberty, information is only included with respect to 2022 and 2023, the years in which he served as CEO. |

  180. Tabular Disclosure of Compensation Actually Paid versus Performance

    | | 2024 Proxy Statement | 73 |

  181. Tabular Disclosure of Compensation Actually Paid versus Performance

    | | 2023 | 2022 | | 2021 | 2020 | | | Current PEO | Current PEO | Former PEO | Former PEO | Former PEO | | Total Reported in 2023 Summary Compensation Table (SCT) | $17,216,276 | $10,764,258 | $300,006 | $15,812,027 | $12,083,504 | | Deduct Change in Pension Value and NQDC Earnings Reported in SCT | — | — | — | $(156,971) | $(154,879) | | Add Pension Service Cost and Impact of Pension Plan Amendments | — | — | — | — | — | | Deduct Value of Stock Awards Reported in SCT | $(11,500,037) | $(7,000,056) | $(200,006) | $(11,250,070) | $(11,171,146) | | Add Year-End Fair Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $24,266,273 | $4,336,000 | — | $10,198,401 | $7,624,579 | | Add Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | $13,323,495 | $(4,049,875) | $(4,835,434) | $292,027 | $(5,771,819) | | Add Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested in Year | $871,390 | — | $252,107 | — | — | | Add Fair Value of Awards Granted in Fiscal Year that Vested in the Same Fiscal Year | — | $(203,987) | $111,514 | $415,247 | $(3,072,810) | | Deduct Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | — | — | — | — | — | | Total Adjustments | $26,961,121 | $(6,917,918) | $(4,671,820) | $(501,366) | $(12,546,075) | | Compensation Actually Paid for Fiscal Year | $44,177,396 | $3,846,340 | $(4,371,814) | $15,310,661 | $(462,571) |

  182. Tabular Disclosure of Compensation Actually Paid versus Performance

    | | 2023 | 2022 | 2021 | 2020 | | | Other NEOs | Other NEOs | Other NEOs | Other NEOs | | Total Reported in 2023 Summary Compensation Table (SCT) | $6,694,683 | $4,738,954 | $11,154,402 | $5,360,290 | | Deduct Change in Pension Value and NQDC Earnings Reported in SCT | | — | $(80,359) | $(93,950) | | Add Pension Service Cost and Impact of Pension Plan Amendments | — | — | — | — | | Deduct Value of Stock Awards Reported in SCT | $(3,329,581) | $(2,662,507) | $(8,812,501) | $(3,093,676) | | Add Year-End Fair Value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $7,007,819 | $1,649,220 | $7,988,699 | $2,160,278 | | Add Change in Fair Value of Prior Year Awards that are Outstanding and Unvested | $4,686,454 | $(2,150,970) | $96,223 | $(2,576,592) | | Add Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested in Year | $524,889 | — | — | — | | Add Fair Value of Awards Granted in Fiscal Year that Vested in the Same Fiscal Year | — | $(183,813) | $160,173 | $(1,258,168) | | Deduct Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year | — | — | — | — | | Total Adjustments | $8,889,581 | $(3,348,070) | $(647,765) | $(4,862,107) | | Compensation Actually Paid for Fiscal Year | $15,584,264 | $1,390,884 | $10,506,637 | $498,183 |

  183. Tabular Disclosure of Compensation Actually Paid versus Performance

    | (3) Reflects the average total compensation of our non-PEO NEOs, as calculated in the SCT for each of the years shown. Our non-PEO NEOs included in the table above are the following individuals: for 2023: Naftali Holtz, Michael Bayley, Lisa Lutoff-Perlo, Harri U. Kulovaara, and Laura Hodges Bethge; for 2022: Naftali Holtz, Michael Bayley, Lisa Lutoff-Perlo, and Harri U. Kulovaara; for 2021: Jason Liberty, Michael W. Bayley, Lisa Lutoff-Perlo and Harri U. Kulovaara; and for 2020: Jason Liberty, Michael W. Bayley, Lisa Lutoff-Perlo and Harri U. Kulovaara. |

  184. Tabular Disclosure of Compensation Actually Paid versus Performance

    | (4) Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2019. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the Dow Jones U.S. Travel and Leisure Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Talent and Compensation Committee for purposes of determining compensation paid to our executive officers is described on page 59. |

  185. Tabular Disclosure of Compensation Actually Paid versus Performance

    | (5) Reflects after-tax net income (loss) attributable to shareholders prepared in accordance with GAAP for each of the years shown. |

  186. Tabular Disclosure of Compensation Actually Paid versus Performance

    | (6) Adjusted Earnings (Loss) per Share is a non-GAAP financial measure that represents Adjusted Net Income (Loss) divided by weighted average shares outstanding or by diluted weighted average shares outstanding, as applicable. Adjusted Net Income (Loss) represents net income (loss) less net income attributable to noncontrolling interest, excluding certain items for which we believe adjusting for is meaningful when assessing our performance on a comparative basis. Refer to Annex A of this Proxy Statement. |

  187. Tabular Disclosure of Compensation Actually Paid versus Performance

    | 74 | 2024 Proxy Statement | |

  188. Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance

    Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance As required, we disclose below the most important measures (unranked) used by the Company to link compensation actually paid to our NEOs for 2023 to Company performance. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis” beginning on page 42.

  189. Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance

    | Adjusted EPS | | ROIC | | Adjusted EBITDA per APCD | | Leverage (Net Debt/Adjusted EBITDA) |

  190. Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures The below graphical illustrations demonstrate the relationship between compensation actually paid to the NEOs over the last three fiscal years as compared to TSR, Net Income, and Adjusted EPS over the last four fiscal years. Generally, compensation actually paid (for both the PEO(s) and NEOs) since fiscal 2020 has increased or decreased as each of TSR, Net Income, and Adjusted EPS has increased or decreased, respectively. However, the compensation in fiscal 2021 for the PEOs does not align with that trend as Mr. Liberty, Mr. Bayley, and Ms. Lutoff-Perlo received special retention equity grants. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions (shown graphically) of the relationships between information presented in the Pay versus Performance table.

  191. Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    | | 2024 Proxy Statement | 75 |

  192. Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    | 76 | 2024 Proxy Statement | |

  193. Director Compensation for 2023

    Director Compensation for 2023 We pay annual cash retainers of $100,000 to our directors for their service on the Board. We also pay annual cash retainers for chairing and service on various Board committees. The amount of these retainers in 2023 for a full year of service was as follows:

  194. Director Compensation for 2023

    | Committee Role | Audit Committee | Talent & Compensation Committee | Nominating & Corporate Governance Committee | Safety, Environment, Sustainability & Health Committee | | Chairman | $35,000 | $25,000 | $20,000 | $20,000 | | Member | $20,000 | $12,000 | $10,000 | $10,000 |

  195. Director Compensation for 2023

    Directors do not earn fees for each meeting attended; however, they are reimbursed for their travel expenses and, occasionally, for those of an accompanying guest. Our Lead Director received a further annual cash retainer of $75,000 for 2023. In addition, our Chair of the Board, is entitled to an additional cash retainer of $225,000 annually. Mr. Liberty does not receive any compensation for his service as director. In February 2023, each non-employee director received restricted stock units with a fair market value of $200,037 as of the grant date, except for Ms. Yeung who joined the Board on March 15, 2023 and received a prorated amount. These restricted stock units vested in full immediately upon grant and settled one year following the date of grant. Effective February 2024, our stock ownership guidelines require directors to accumulate ownership of at least $500,000 of our common stock (which is five times their annual cash retainer for Board service), including the value of restricted stock and restricted stock units, within three years of becoming a director. If the value of their stock holdings falls below this amount, directors cannot sell shares of our common stock until the value once again exceeds the required amount. In addition, non-employee directors may not be granted awards with a dollar value, which together with cash compensation paid to such director for such calendar year, would exceed $750,000. In order to increase their knowledge and understanding of our business, we encourage our non-employee Board members and their families to experience our cruises. As a result, we have adopted a Non-Management Director Cruise Policy. Under this policy, with certain limited exceptions, a Board member is entitled to up to two complimentary staterooms on two cruises per year for the Board member and any immediate family accompanying the Board member on the cruise. Additional guests traveling with a Board member will receive a 20% discount off the lowest available fare for up to five staterooms, consistent with the benefit provided to other Company employees. These benefits are provided at no incremental cost to the Company. The CEO may grant exceptions to this policy at his discretion but did not do so in 2023.

  196. Director Compensation for 2023

    | | 2024 Proxy Statement | 77 |

  197. Director Compensation for 2023

    The table below summarizes the compensation of each person serving as a non-employee director in 2023.

  198. Director Compensation for 2023

    | Name | Fees Earned or Paid in Cash | Stock Awards(1)(2) | All Other Compensation(7) | Total | | John F. Brock | $122,000 | $200,037 | — | $322,037 | | Richard D. Fain(3) | $325,000 | $200,037 | — | $525,037 | | Stephen R. Howe, Jr. | $140,000 | $200,037 | $11,263 | $351,300 | | William L. Kimsey | $220,000 | $200,037 | — | $420,037 | | Michael O. Leavitt(4) | $119,278 | $200,037 | $16,008 | $335,323 | | Amy McPherson | $112,000 | $200,037 | — | $312,037 | | Maritza G. Montiel | $120,000 | $200,037 | — | $320,037 | | Ann S. Moore | $112,000 | $200,037 | — | $312,037 | | Eyal M. Ofer | $120,000 | $200,037 | — | $320,037 | | Wiliam K. Reilly(5) | $8,666 | — | — | $8,666 | | Vagn O. Sørensen | $145,000 | $200,037 | — | $345,037 | | Donald Thompson | $122,000 | $200,037 | — | $322,037 | | Arne Alexander Wilhelmsen | $120,000 | $200,037 | — | $320,037 | | Rebecca Yeung(6) | $79,722 | $159,977 | $10,777 | $250,476 |

  199. Director Compensation for 2023

    | (1) The column titled “Stock Awards” reports the fair value of restricted stock unit awards at their grant date in 2023 calculated in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For the assumptions used in valuing these awards for purposes of computing this expense, please see Note 11 of the consolidated financial statements in the Company’s Annual Report for the year ended December 31, 2023. |

  200. Director Compensation for 2023

    | (2) As of December 31, 2023, each non-employee director listed in the table held 2,682 vested RSUs that are issuable one year following the grant date, except for Rebecca Yeung, who held 2,461 vested RSUs issuable one year following the grant date. Richard Fain also held an additional 198,928 in unvested PSA award. |

  201. Director Compensation for 2023

    | (3) Does not include the $225,000 Chair retainer for Mr. Fain for 2022 fiscal year-end, which was paid subsequent to the 2022 year-end. |

  202. Director Compensation for 2023

    | (4) Mr. Leavitt received a prorated cash retainer for service as Chair of the Safety, Environment, Sustainability, and Health Committee following Mr. Reilly’s departure. |

  203. Director Compensation for 2023

    | (5) Mr. Reilly retired from the Board of Directors on January 26, 2023 and received a prorated cash retainer. |

  204. Director Compensation for 2023

    | (6) Ms. Yeung was appointed to the Board of Directors on March 15, 2023 and received a prorated cash retainer and stock award. |

  205. Director Compensation for 2023

    | (7) Represents travel expenses related to the attendance of such Director’s spouse at a Board meeting where spouses were invited to attend. |

  206. Director Compensation for 2023

    | 78 | 2024 Proxy Statement | |

  207. Director Compensation for 2023

    | PROPOSAL 3 Ratification of Principal Independent Registered Public Accounting Firm | | The board recommends a vote “FOR” this proposal. |

  208. Director Compensation for 2023

    The Audit Committee has appointed PricewaterhouseCoopers LLP as our principal independent auditor for the fiscal year ending December 31, 2024. PricewaterhouseCoopers LLP has served in this capacity since at least 1989. A representative of PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting to respond to questions from the shareholders and to make a statement if the representative desires to do so. Although ratification by the shareholders of the appointment of our principal independent auditor is not required, the Board is submitting the selection of PricewaterhouseCoopers LLP for ratification because the Board values the views of our shareholders on the selection and believes doing so is consistent with good corporate governance. If the shareholders do not approve this proposal, the Audit Committee will re-evaluate its selection, taking into consideration the shareholder vote. However, the Audit Committee is solely responsible for selecting and terminating our independent registered public accounting firm and may do so at any time at its discretion.

  209. Director Compensation for 2023

    | | The Board unanimously recommends a vote “FOR” ratification of the selection of PricewaterhouseCoopers LLP as our principal independent auditor for the 2024 fiscal year. |

  210. Director Compensation for 2023

    | | 2024 Proxy Statement | 79 |