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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

 

Royal Caribbean Cruises Ltd.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

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GRAPHIC


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PROXY SUMMARY

Our Annual Meeting is an important event and we look forward to welcoming you. It provides Management and the Board of Directors with an opportunity to receive collective feedback from our shareholders on how we are performing. We place significant value on your opinion and we have strived to highlight in this summary key information for your consideration. It is important, however, that you read the entire proxy statement carefully before voting.

Annual Meeting of Shareholders

When:

 

May 30, 2019
9:00 AM EDT

Where:

 

JW Marriott Marquis Miami
255 Biscayne Boulevard Way
Miami, Florida 33131

Record Date:

 

April 10, 2019

Voting:

 

Shareholders as of the record date are
entitled to vote.

Admission to Meeting:

 

We encourage our shareholders to attend the
meeting. Proof of share ownership will be
required for admission. See "General
Information" for details.
  Meeting Agenda
 

·

Elect directors

·

Approve executive compensation

·

Ratify Pricewaterhouse Coopers LLP as our independent auditor

·

Vote on the shareholder proposal regarding political contributions disclosure

·

Other business that may properly come before the meeting

Voting Matters and Vote Recommendation

        Page for
More
Information
      Board Vote Recommendation
Election of twelve directors     19     FOR
Vote on executive compensation       30       FOR
Ratification of Pricewaterhouse Coopers LLP as our independent auditor     55     FOR
Shareholder proposal regarding political contributions disclosure       57       AGAINST

Board Nominees

                    Director                   Committee
Memberships
Name         Age         Since       Principal Occupation       Independent       AC       TCC       NGC       SEH    
John F. Brock     70     2014     Former Chairman & CEO, Coca-Cola European Partners     Yes         M     M      
Richard D. Fain         71         1981       Chairman & CEO, Royal Caribbean       No                                    
Stephen R. Howe, Jr.     57     2018     Former U.S. Chairman & Managing Partner, Ernst & Young     Yes     M              
William L. Kimsey         76         2003       Former CEO, Ernst & Young Global       Yes       C               M            
Maritza G. Montiel     67     2015     Former Deputy CEO & Vice Chairman, Deloitte     Yes     M              
Ann S. Moore         68         2012       Former Chairman & CEO, Time       Yes               M                    
Eyal M. Ofer     68     1995     Chairman, Ofer Global and Zodiac Group     Yes             M     M  
Thomas J. Pritzker         68         1999       Executive Chairman, Hyatt Hotels       Yes                       C            
William K. Reilly     79     1998     Founding Partner, Aqua International Partners     Yes                 C  
Vagn O. Sørensen         59         2011       Former President & CEO, Austrian Airlines Group       Yes       M       M               M    
Donald Thompson     56     2015     Former President & CEO, McDonald's     Yes         M         M  
Arne Alexander Wilhelmsen         53         2003       Chairman, AWILHELMSEN AS       Yes                       M            

AC   Audit Committee   C   Chair
NGC   Nominating and Corporate Governance Committee   M   Member
SEH   Safety, Environment and Health Committee   TCC   Talent and Compensation Committee

On February 8, 2019, Mr. Reitan informed the Board that after his many years as a member of the Board he will not stand for re-election and will retire from the Board effective as of the date of the Annual Meeting.

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Governance Highlights

We are committed to maintaining strong governance practices and believe that our shareholders are best served by an independent, diverse, well-functioning Board with an appropriate balance between continuity and fresh perspective. In December 2018, the Board appointed Stephen R. Howe, Jr., former U.S. Chairman and Managing Partner and Americas Area Managing Partner of Ernst & Young, as a new Board member, further contributing to the diversity in experience, attributes and skills of our Board. Below, we highlight our key corporate governance practices and policies:

Board of Directors    
Current Size of Board   13 directors
Current Director Independence   92% of our directors are independent (12 out of 13). Our Corporate Governance Principles require two-thirds of our directors to be independent
Lead Independent Director ("Lead Director")   William L. Kimsey
Standing Board Committees   Audit Committee, Nominating and Corporate Governance Committee, Safety, Environment and Health Committee, and Talent and Compensation Committee
Board Committee Independence   All Board committees consist entirely of independent directors
Director Attendance   All directors attended at least 75% of Board and applicable Board committee meetings
Executive Sessions   Our independent directors regularly meet in executive session without management present, which the Lead Director presides
Board Evaluation Process   On an annual basis, the Nominating and Corporate Governance Committee oversees an evaluation of Board and Board committee performance
Board Refreshment   4 of 12 non-management directors joined the Board within the last 6 years
CEO Succession Planning   Overseen by the Talent and Compensation Committee, in consultation with the CEO. The Talent and Compensation Committee reports at least annually to full Board
Financial Expertise   4 "audit committee financial experts" on our Audit Committee
Rights of Shareholders    
Annual Election of Directors   Yes
Voting for Directors   Majority of votes cast
Right to Call Special Meetings   Shareholders with at least 50% of the outstanding shares can call Special Meetings
Advisory Say-on-Pay Vote   Annual
Poison Pill   No
Compensation Accountability    
Equity Ownership Guidelines  

CEO — 8x salary

Other named executive officers ("NEOs") — 5x salary

Board of Directors — 3x annual cash retainer

Share Holding Requirements   Officers who have not reached target equity ownership during the applicable compliance period must retain at least 50% of net after-tax shares received upon vesting and exercise of awards until target reached
Hedging of Company Securities   Prohibited for all employees and members of the Board of Directors
Clawback Provisions   Equity and annual incentive plans permit recoupment in case of a restatement for material non-compliance with financial reporting requirements

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Executive Compensation Programs

2018 was another record year, as we grew US GAAP Net Income to $1.8 billion, or $8.56 per diluted share, and Adjusted Net Income* to $1.9 billion, or $8.86 per diluted share, representing a 13.7% and 17.7% year-over-year growth in US GAAP EPS and Adjusted EPS*, respectively, despite the unfavorable impact from currency and fuel. We again turned the year at a record booked position at higher rates than the prior year, as well as brand preference and guest satisfaction scores at an all-time high. Our compensation programs responded to these outcomes as outlined below.

GRAPHIC

We place significant focus on the design of our executive compensation programs as we believe their effectiveness is crucial to our success as a company. We assess our programs regularly and strive to continuously make improvements as well as incorporate shareholder feedback. Our 2018 executive compensation program was generally consistent with the prior year's program.

For a detailed discussion of our executive compensation program, please see the "Compensation Discussion and Analysis" beginning on page 30.

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TABLE OF CONTENTS

PROXY SUMMARY

  1

TABLE OF CONTENTS

  4

IMPORTANT INFORMATION REGARDING THE AVAILABILITY OF PROXY MATERIALS

  6

GENERAL INFORMATION

  6

WHO MAY VOTE

  6

REQUIREMENTS TO ATTEND THE ANNUAL MEETING

  7

HOW TO VOTE

  7

HOW PROXIES WORK

  7

MATTERS TO BE PRESENTED

  8

VOTES NECESSARY TO APPROVE PROPOSALS

  8

REVOKING A PROXY

  8

CORPORATE GOVERNANCE

  9

CORPORATE GOVERNANCE PRINCIPLES

  9

BOARD OF DIRECTORS AND COMMITTEES

  9

BOARD LEADERSHIP STRUCTURE

  12

TALENT DEVELOPMENT AND SUCCESSION PLANNING

  12

RISK OVERSIGHT AND BOARD ROLE

  13

DIRECTOR INDEPENDENCE

  13

SELECTION OF DIRECTOR CANDIDATES

  14

FAMILY RELATIONSHIPS

  15

CODE OF ETHICS

  15

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

  15

CONTACTING MEMBERS OF THE BOARD

  15

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  16

PRINCIPAL SHAREHOLDERS

  16

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

  16

EQUITY COMPENSATION PLAN INFORMATION

  18

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

  18

PROPOSAL 1 — ELECTION OF DIRECTORS

  19

GENERAL

  19

DIRECTOR NOMINEES

  19

BOARD RECOMMENDATION

  25

DIRECTOR COMPENSATION FOR 2018

  26

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

  28

RELATED PERSON TRANSACTION POLICY AND PROCEDURES

  28

RELATED PERSON TRANSACTIONS

  28

EXECUTIVE COMPENSATION

  30

COMPENSATION DISCUSSION AND ANALYSIS

  30

REPORT OF THE TALENT AND COMPENSATION COMMITTEE

  45

EXECUTIVE COMPENSATION TABLES

  46

COMPENSATION RISK

  53

CEO PAY RATIO

  53

PROPOSAL 2 — ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

  54

BOARD RECOMMENDATION

  54

PROPOSAL 3 — RATIFICATION OF PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  55

BOARD RECOMMENDATION

  55

REPORT OF THE AUDIT COMMITTEE

  56

PROPOSAL 4 — SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS DISCLOSURE

  57

SUPPORTING STATEMENT

  57

BOARD OF DIRECTORS' RESPONSE

  58

BOARD RECOMMENDATION

  58

PROPOSALS OF SHAREHOLDERS FOR NEXT YEAR

  59

SOLICITATION OF PROXIES

  59

IMPORTANT NOTICE REGARDING DELIVERY OF SECURITY HOLDER DOCUMENTS

  59

ANNUAL REPORT ON FORM 10-K

  60

ANNEX A TO PROXY STATEMENT

  A-1

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ROYAL CARIBBEAN CRUISES LTD.
1050 Caribbean Way
Miami, Florida 33132


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS



To our Shareholders:

        Notice is hereby given that the Annual Meeting of Shareholders of Royal Caribbean Cruises Ltd. will be held at 9:00 A.M., EDT, on Thursday, May 30, 2019 at the JW Marriott Marquis Miami, 255 Biscayne Boulevard Way, Miami, Florida 33131, for the following purposes:

    1.
    To elect twelve directors to our Board of Directors, each for a one-year term expiring in 2020;

    2.
    To hold a vote on an advisory basis to approve the compensation of our named executive officers;

    3.
    To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019;

    4.
    To vote on the shareholder proposal regarding political contributions disclosure; and

    5.
    To transact such other business as may properly come before the meeting and any adjournment thereof.

        The Board of Directors has fixed the close of business on April 10, 2019 as the record date for the determination of shareholders entitled to notice of and to vote at the meeting or any adjournment thereof.

        We will furnish our proxy materials over the Internet as permitted by the rules of the U.S. Securities and Exchange Commission. As a result, we are sending a Notice of Internet Availability of Proxy Materials rather than a full paper set of the proxy materials, unless you previously requested to receive printed copies. The Notice of Internet Availability of Proxy Materials contains instructions on how to access our proxy materials on the Internet, as well as instructions on how shareholders may obtain a paper copy of the proxy materials. This process will reduce the costs associated with printing and distributing our proxy materials.

        To make it easier for you to vote, Internet voting is available. The instructions on the Notice of Internet Availability of Proxy Materials or your proxy card describe how to use these convenient services.

        All shareholders are cordially invited to attend the meeting in person. Whether or not you expect to attend in person, you are urged to vote as soon as possible by Internet or mail so that your shares may be voted in accordance with your wishes. Granting a proxy does not affect your right to revoke it later or vote your shares in person in the event you should attend the Annual Meeting.

April 18, 2019   /s/ Bradley H. Stein
General Counsel and Secretary

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ROYAL CARIBBEAN CRUISES LTD.
1050 Caribbean Way
Miami, Florida 33132

PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 30, 2019

        This proxy statement is being furnished to you in connection with the solicitation of proxies by our Board of Directors (the "Board") to be used at the Annual Meeting of Shareholders (the "Annual Meeting") to be held at the JW Marriott Marquis Miami, 255 Biscayne Boulevard Way, Miami, Florida 33131 on Thursday, May 30, 2019 at 9:00 a.m., EDT, and any adjournments or postponements thereof. References in this proxy statement to "we," "us," "our," the "Company" and "Royal Caribbean" refer to Royal Caribbean Cruises Ltd. The complete mailing address, including zip code, of our principal executive offices is 1050 Caribbean Way, Miami, Florida 33132 and our telephone number is (305) 539-6000.


IMPORTANT INFORMATION REGARDING THE AVAILABILITY OF PROXY MATERIALS

        Under the rules adopted by the U.S. Securities and Exchange Commission ("SEC"), we are furnishing proxy materials to our shareholders primarily over the Internet. We believe that this process expedites shareholders' receipt of these materials, lowers the costs of our Annual Meeting and helps to conserve natural resources. On or about April 18, 2019, we mailed to each of our shareholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access and review the proxy materials, including this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2018, on the Internet and how to access a proxy card to vote on the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how to receive a paper copy of the proxy materials. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials at www.proxyvote.com.


GENERAL INFORMATION

Who May Vote

        Each share of our common stock outstanding as of the close of business on April 10, 2019 (the "Record Date") is entitled to one vote at the Annual Meeting. At the close of business on the Record Date, 209,644,507 shares of our common stock were outstanding and entitled to vote. You may vote all of the shares owned by you as of the close of business on the Record Date. These shares include shares that are (1) held of record directly in your name (in which case, you are a "Record Holder" with respect to such shares) and (2) held for you as the beneficial owner through a broker, bank or other nominee (in which case, you are a "Beneficial Holder" with respect to such shares). There are some distinctions between being a Record Holder and a Beneficial Holder as described herein.

Shares held of record

        If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered the Record Holder with respect to those shares, and the proxy materials were sent directly to you by Royal Caribbean. As the Record Holder, you have the right to grant your voting proxy directly to us or to vote in person at the Annual Meeting. If you requested to receive printed proxy materials, we have enclosed or sent a proxy card for you to use. You may also vote on the Internet as described in the Notice of Internet Availability of Proxy Materials and below under the heading "How to Vote."

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Shares owned beneficially

        If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the Beneficial Holder of shares held in street name, and the proxy materials were forwarded to you by your broker or other nominee who is considered, with respect to those shares, the shareholder of record. As the Beneficial Holder, you have the right to direct your broker or other nominee on how to vote the shares in your account, and you are also invited to attend the Annual Meeting.

Requirements to Attend the Annual Meeting

        You are invited to attend the Annual Meeting if you are a Record Holder or Beneficial Holder as of the Record Date. If you are a Record Holder, you must bring proof of identification, such as a valid driver's license, for admission to the Annual Meeting. If you are a Beneficial Holder, you will need to provide proof of ownership by bringing either your proxy card provided to you by your broker or a copy of your brokerage statement showing your share ownership as of the Record Date.

How to Vote

Voting in Person

        Shares held in your name as the Record Holder may be voted in person at the Annual Meeting. Shares for which you are the Beneficial Holder may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you also vote by proxy as described below so that your vote will be counted if you later decide not to attend the meeting.

Voting Without Attending the Annual Meeting

        Regardless of how you hold your shares, you may vote your shares without attending the Annual Meeting. You may vote by granting a proxy or, for shares held as a Beneficial Holder, by submitting voting instructions to your broker or other nominee. You may also vote using the Internet or by mail as outlined in the Notice of Internet Availability of Proxy Materials or on your proxy card. Please see the Notice of Internet Availability of Proxy Materials, your proxy card or the information your bank, broker or other holder of record provided to you for more information on these options. Votes cast by Internet have the same effect as votes cast by submitting a written proxy card.

How Proxies Work

        All properly executed proxies will be voted in accordance with the instructions contained thereon and, if no choice is specified, the proxies will be voted:

    FOR the election of the twelve nominees for director named below (Proposal No. 1);

    FOR the approval of the compensation of our named executive officers (Proposal No. 2);

    FOR the ratification of the selection of PricewaterhouseCoopers LLP (Proposal No. 3); and

    AGAINST the shareholder proposal regarding political contributions disclosure (Proposal No. 4).

        Under New York Stock Exchange ("NYSE") rules, if you are a Beneficial Holder and do not provide specific voting instructions in a timely fashion to your broker or other nominee that holds your shares, such broker or nominee will not be authorized to vote your shares on any matters other than Proposal No. 3 regarding the ratification of the auditors. Therefore, failure to provide your broker or other nominee with specific voting instructions in a timely fashion will result in "broker non-votes" with respect to Proposals No. 1, 2 and 4.

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Matters to be Presented

        We are not aware of any matters to be presented for a vote at the Annual Meeting other than those described in this proxy statement. If any matters not described in this proxy statement are properly presented at the meeting, the proxies will use their own judgment to determine how to vote your shares. If the meeting is postponed or adjourned, the proxies will vote your shares on the new meeting date in accordance with your previous instructions, unless you have revoked your proxy.

Votes Necessary to Approve Proposals

        We will hold the Annual Meeting if we have a quorum, which requires the presence, in person or represented by proxy, of holders of a majority of the outstanding shares of common stock as of the Record Date. If you vote via the Internet or sign and return your proxy card, your shares will be counted to determine whether we have a quorum, even if you abstain or fail to vote on any of the proposals listed on the proxy card. If the persons present or represented by proxy at the Annual Meeting constitute the holders of less than a majority of the outstanding shares of common stock as of the Record Date, we will not have a quorum and the Annual Meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum.

        The affirmative vote of a majority of the votes cast is required to approve each proposal.

        Although abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present, they will not have any effect on the outcome of any proposal.

        Prior to the Annual Meeting, we will select one or more inspectors of election for the meeting. Such inspectors shall determine the number of shares of common stock represented at the Annual Meeting, the existence of a quorum and the validity and effect of proxies. They shall also receive, count and tabulate ballots and votes and determine the results thereof.

Revoking a Proxy

        Any proxy may be revoked by a shareholder at any time prior to the final vote at the Annual Meeting by voting again on a later date via the Internet (only your latest Internet proxy submitted prior to the Annual Meeting will be counted), by signing and submitting a later-dated proxy or by attending the Annual Meeting and voting in person. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request that your prior proxy be revoked by delivering to our Corporate Secretary at 1050 Caribbean Way, Miami, Florida 33132 a written notice of revocation prior to the Annual Meeting.

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CORPORATE GOVERNANCE

        We are committed to maintaining strong governance practices as we evolve as a company and regularly assess our practices to determine effectiveness and whether additional enhancements should be made.

Corporate Governance Principles

        We have adopted corporate governance principles which, along with our Board committee charters, provide the framework for the governance of the Company. The corporate governance principles address such matters as director qualifications, director independence, director compensation, Board committees and committee evaluations. Copies of these principles and our Board committee charters are posted in the corporate governance section on our website at www.rclcorporate.com/investors.

Board of Directors and Committees

Meetings

        The Board held six meetings during 2018. In 2018, each of our directors attended at least 75% of an aggregate of all meetings of the Board and of any committees on which he or she served during the period the director was on the Board or committee. Our independent directors regularly meet in executive session without management directors present. The Lead Director presides at such meetings.

        We do not have a formal policy regarding Board member attendance at the annual shareholders meeting. Two of our Board members attended our 2018 annual shareholders meeting.

Board Committees

        The Board has established four standing committees: the Audit Committee, the Nominating and Corporate Governance Committee, the Safety, Environment and Health Committee, and the Talent and Compensation Committee, each of which consists solely of independent directors. Each committee has adopted a written charter, meets periodically throughout the year, reports its actions and recommendations to the Board, receives reports from senior management, annually evaluates its performance and has the authority to retain outside advisors in its discretion. The primary responsibilities of each committee are summarized in the charts below and set forth in more detail in each committee's written charter, which can be found in the corporate governance section on our website at www.rclcorporate.com/investors. In addition to these committees, the Board, from time to time, authorizes additional Board committees to assist the Board in executing its responsibilities.

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Audit Committee
Members:
William L. Kimsey (Chair)
Stephen R. Howe, Jr.
Maritza G. Montiel
Vagn O. Sørensen
Bernt Reitan*
  Responsibilities:

Oversight of

o

the integrity of our financial statements

o

the qualifications and independence of our principal independent auditor

o

the performance of our internal audit function and principal independent auditor

o

our compliance with the legal and regulatory requirements in connection with the foregoing

Review of and discussions with management and the principal independent auditor regarding the annual audited and quarterly financial statements of the Company and related disclosures

Preparation of Report of the Audit Committee (page 56)


 

 

 
Meetings Held During 2018: 18   Independence and Financial Expertise:

The Board has determined that each member of the Audit Committee is independent within the meaning of the NYSE and SEC standards of independence for directors and audit committee members

The Board has concluded that Mr. Howe, Mr. Kimsey, Ms. Montiel and Mr. Sørensen each qualifies as an "audit committee financial expert" within the meaning of SEC rules

*
Mr. Reitan will no longer serve on the Audit Committee following the expiration of his director term, which will occur on the date of the Annual Meeting.
Nominating and Corporate Governance Committee
Members:
Thomas J. Pritzker (Chair)
John F. Brock
William L. Kimsey
Eyal M. Ofer
Arne Alexander Wilhelmsen
  Responsibilities:

Identification of individuals qualified to become Board members

Recommendation to the Board of director nominees

Recommendation to the Board of corporate governance principles

Recommendation to the Board of Board committee nominees

Recommendation to the Board of Board committee structure, operations and Board reporting

Oversee evaluation of Board and management performance


 

 

 
Meetings Held During 2018: 3   Independence:

The Board has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the NYSE standards of independence for directors

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Safety, Environment and Health Committee
Members:
William K. Reilly (Chair)
Eyal M. Ofer
Vagn O. Sørensen
Donald Thompson
  Responsibilities:

Oversight of our management concerning the implementation and monitoring of our safety (including security), environmental and health programs and policies

Monitor overall safety, environment and health compliance and performance

Review of safety, environment and health programs and policies on board our cruise ships


 

 

 
Meetings Held During 2018: 4    
Talent and Compensation Committee
Members:
Bernt Reitan (Chair)*
John F. Brock
Ann S. Moore
Vagn O. Sørensen
Donald Thompson
  Responsibilities:

Overall responsibility for approving and evaluating the executive compensation plans, policies and programs of the Company

Annual determination of CEO compensation levels, taking into account corporate goals and CEO performance against these goals

Annual determination of senior executive compensation levels

Periodic review and recommendations for director compensation

Periodic review of talent development programs and succession planning

Preparation of Report of the Talent and Compensation Committee (page 45)


 

 

 
Meetings Held During 2018: 5   Independence:

The Board has determined that each member of the Talent and Compensation Committee is independent within the meaning of the NYSE and SEC standards of independence for directors and compensation committee members

*
Mr. Reitan will no longer serve on the Talent and Compensation Committee following the expiration of his director term, which will occur on the date of the Annual Meeting.

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Board Leadership Structure

        The Board believes that one of its key responsibilities is to evaluate and implement an optimal leadership structure to facilitate appropriate oversight by an engaged Board of Directors. The Board regularly considers these matters and has concluded that the current leadership structure is appropriate to the Company's current circumstances.

        The current leadership structure of the Board consists of:

Name
 
Title
Richard Fain   Chairman and Chief Executive Officer
William Kimsey   Lead Director, Chairman of Audit Committee
Bernt Reitan*   Chairman of Talent and Compensation Committee
Thomas Pritzker   Chairman of Nominating and Corporate Governance Committee
William Reilly   Chairman of Safety, Environment and Health Committee

*
Mr. Reitan will no longer serve on the Talent and Compensation Committee following the expiration of his director term, which will occur on the date of the Annual Meeting.

        Mr. Kimsey is our Lead Director. As Lead Director, Mr. Kimsey is responsible for presiding at and calling meetings of non-management directors, serving as a liaison between the Chairman and the non-management directors, advising the Chairman on and approving Board meeting agendas and schedules as well as information sent to the Board and, if requested by major shareholders, being available as appropriate for consultation and direct communication. The Lead Director serves at the pleasure of the non-management directors and may be replaced at any time by a majority of the non-management directors.

        The Board also regularly reviews the management structure within the Company and has concluded that combining the roles of Chairman and Chief Executive Officer is the most appropriate for our current circumstances. Mr. Fain has served as both Chairman and Chief Executive Officer for over 30 years. His experience and knowledge of our company and his position in our industry are unparalleled. He has effectively led the Company in both roles during the Company's evolution, including through a number of challenging industry and macroeconomic environments. Over the years, he has developed strong working relationships and trust with other members of the Board. Further, the Board believes that the significant leadership roles undertaken by Mr. Kimsey as well as the various independent directors who chair the other Board committees strike an appropriate balance between effective Board leadership and independent oversight of management.

        While currently appropriate, the Board notes that this conclusion is specific to today's circumstances. As these specific circumstances change, the Board intends to review the leadership structure, including the issue of combining the Chairman and Chief Executive Officer roles, and to make any changes that are appropriate at that time.

Talent Development and Succession Planning

        Our Talent and Compensation Committee is responsible for overseeing our talent development programs for our senior executives, including initiatives and practices to further enhance their skills and experience in order to ensure the continuity of capable management. As part of this responsibility, the Talent and Compensation Committee, in consultation with the Chairman & CEO, annually reviews and reports to the Board on management succession planning. This review includes an assessment of the qualifications for the Chief Executive Officer job, an evaluation of potential successors to the position, consideration of the appropriate process going forward and a review of our emergency management succession plan.

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Risk Oversight and Board Role

        We have a formal enterprise risk management program. Pursuant to this program, management annually performs a Company-wide enterprise risk assessment under the supervision of the Audit & Advisory Services department. This assessment is updated at least once during the course of the year. The assessment identifies those risks inherent in our business plans and strategies with the greatest potential to impact the achievement of our business objectives. This assessment is used to provide us with a risk-based approach to managing our business. Management reviews and discusses the risk assessment report and updates thereto with the Audit Committee and the Board. In addition, committees of the Board consider and review with management at regularly scheduled committee meetings ongoing financial, strategic, operational, legal and compliance risks inherent in the business activities applicable to each committee's area of responsibility, including cybersecurity and data protection risks, which are overseen by the Audit Committee. The committee chairs inform the Board of the outcome of these reviews through reports to the Board at the regularly scheduled Board meetings.

Director Independence

        Under our corporate governance principles, two-thirds of our directors are required to be independent within the meaning of the NYSE standards of independence for directors. Our corporate governance principles contain guidelines established by the Board to assist it in determining director independence in accordance with these NYSE standards. The Board believes that directors who do not meet the NYSE independence standards also make valuable contributions to the Board and to the Company by reason of their experience and wisdom, and the Board expects that some minority of its Board will not meet the NYSE independence standards.

        To be considered independent under the NYSE independence standards, the Board must determine that a director does not have any direct or indirect material relationship with the Company or any of its subsidiaries (collectively, the "Royal Caribbean Group"). The Board has established the following guidelines to assist it in determining director independence in accordance with those standards:

    A director will not be independent if:

    o
    the director is, or has been within the preceding three years, an employee of the Royal Caribbean Group, or an immediate family member is, or has been within the preceding three years, an executive officer of the Royal Caribbean Group, other than in each instance as interim Chairman, interim CEO or other interim executive officer;

    o
    the director or an immediate family member has received during any twelve-month period within the preceding three years more than $120,000 in direct compensation from the Royal Caribbean Group other than (A) director and committee fees, (B) pension and other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), (C) compensation for former services as an interim Chairman, interim CEO or other interim executive officer or (D) compensation to an immediate family member for service as a non-executive employee of the Royal Caribbean Group;

    o
    the director is a current partner or employee of Royal Caribbean's internal or external auditor (in either case, the "Auditor") or has an immediate family member who is either (A) a current partner of the Auditor or (B) a current employee who personally works on Royal Caribbean's audit;

    o
    the director or an immediate family member was within the last three years a partner or employee of the Auditor and personally worked on Royal Caribbean's audit within that time;

    o
    the director or an immediate family member is, or has been within the preceding three years, employed as an executive officer of another company where any of Royal Caribbean's current executive officers at the same time serves or served on the compensation committee of that other company; or

    o
    the director is an employee of another company that does business with the Royal Caribbean Group, or the director has an immediate family member that is an executive officer of another company that does

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        business with the Royal Caribbean Group and, in either case, the annual payments to, or payments from, the Royal Caribbean Group within any of the three most recently completed fiscal years exceed $1,000,000 or two percent of the annual consolidated gross revenues of the other company (whichever is greater).

    The following commercial relationships will not be considered to be material relationships that would impair a director's independence:

    o
    if a director is an employee of another company that does business with the Royal Caribbean Group and the annual payments to, or payments from, the Royal Caribbean Group are less than $1,000,000 or two percent of the annual consolidated revenues of the company he or she serves as an employee (whichever is greater);

    o
    if a director is an employee of another company which is indebted to the Royal Caribbean Group, or to which the Royal Caribbean Group is indebted, and the total amount of indebtedness to the other is less than two percent or $1,000,000 (whichever is greater) of the total consolidated assets of the company he or she serves as an employee; and

    o
    if an immediate family member of a director is an executive officer of another company that does business with the Royal Caribbean Group, and the annual payments to, or payments from, the Royal Caribbean Group, are less than $1,000,000 or two percent of the annual consolidated revenues of the company the immediate family member serves as an executive officer (whichever is greater).

        Each director must regularly disclose to the Board whether his or her relationships satisfy these independence tests. Based on these disclosures and other information available to it, the Board has determined that each of the directors is independent with the exception of Mr. Fain, who is not considered independent as a result of his position as Chairman & CEO of the Company. In determining that each of Mr. Pritzker and Mr. Howe is independent, the Board considered the transactions described below in "Certain Relationships and Related Person Transactions — Related Person Transactions."

Selection of Director Candidates

        In identifying and evaluating candidates for nomination to the Board, the Nominating and Corporate Governance Committee considers the personal and professional ethics, integrity and values of the candidate, his or her willingness and ability to evaluate, challenge and stimulate, and his or her ability to represent the long-term interests of the shareholders. The Nominating and Corporate Governance Committee also considers the candidate's experience in business and other areas that may be relevant to the activities of the Company, his or her leadership ability, the applicable independence requirements, the current composition of the Board and the appropriate balance between the value of continuity of service by existing members of the Board with that of obtaining a new perspective.

        The Board recognizes the value and importance of diversity and considers diversity when evaluating prospective nominees as part of our director nomination process. As diversity can encompass many attributes, our corporate governance principles provide that diversity includes matters of race, gender and ethnicity. The Nominating and Corporate Governance Committee is committed to seeking out qualified and diverse director candidates, including women and individuals from minority groups, to include in the pool from which nominees are chosen.

        The Nominating and Corporate Governance Committee has been committed to refreshing the Board by adding new directors. Four new members have been added to the Board within the past six years. Such refreshment brings different experiences to the Board and expands the Board's diversity in terms of gender, race and ethnicity.

        The Nominating and Corporate Governance Committee regularly engages third party search firms to identify or assist in identifying potential director nominees. The Nominating and Corporate Governance Committee seeks to identify director candidates from a variety of sources, including search firms, personal connections, shareholder

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recommendations and recommendations by others. The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders that are submitted as described in our amended and restated by-laws. During the last year, we employed an outside firm to assist us with our search process for new directors. In 2018, this third party search firm identified and recommended Mr. Howe for appointment to our Board.

Family Relationships

        There are no family relationships among our executive officers and directors or director nominees.

Code of Ethics

        The Board has adopted a Code of Business Conduct and Ethics that applies to all our employees, including our executive officers, and our directors. A copy of the Code of Business Conduct and Ethics is posted in the corporate governance section of our website at www.rclcorporate.com/investors and is available in print, without charge, to shareholders upon written request to our Corporate Secretary at Royal Caribbean Cruises Ltd., 1050 Caribbean Way, Miami, Florida 33132. Any amendments to the code or any waivers from any provisions of the code granted to executive officers or directors that require disclosure under the applicable SEC or NYSE rules will be posted on our website at www.rclcorporate.com/investors.

Compensation Committee Interlocks and Insider Participation

        During 2018, none of the members of the Talent and Compensation Committee (a) was an officer or employee of the Company or any of its subsidiaries, (b) was a former officer of the Company or any of its subsidiaries or (c) had any related party relationships requiring disclosure under Item 404 of SEC Regulation S-K. During 2018, no executive officer of the Company served as a member of the board of directors or on the compensation committee of any other company, one of whose executive officers or directors serve or served as a member of the Board or the Talent and Compensation Committee of the Company.

Contacting Members of the Board

        The Board welcomes questions and comments. Interested parties who wish to communicate with non-management members of the Board can address their communications to the attention of our Corporate Secretary at our principal address at 1050 Caribbean Way, Miami, Florida 33132 or via email to bstein@rccl.com. The Corporate Secretary maintains a record of all such communications and promptly forwards to the Lead Director those communications that the Corporate Secretary believes require immediate attention. The Corporate Secretary periodically provides a summary of all such communications to the Lead Director and he, in turn, notifies the Board or the chairs of the relevant committees of the Board of those matters that he believes are appropriate for further action or discussion.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

        This table sets forth information as of April 1, 2019 about persons we know to beneficially own(1) more than five percent of our common stock.

Name of Beneficial Owner
  Shares of
Common
Stock (#)
  Percentage of
Ownership(2)
 

AWILHELMSEN AS

  25,134,512 (3) 11.99 %

The Vanguard Group

    17,803,216 (4)   8.49 %

Osiris Holdings Inc.

  11,277,680 (5) 5.38 %

BlackRock, Inc.

    10,793,523 (6)   5.15 %

(1)
A person is deemed to be the beneficial owner of securities to which such person has the right to acquire within 60 days from April 1, 2019, including upon the exercise of options, warrants and other convertible securities.

(2)
Applicable percentage ownership is based on 209,624,192 shares of common stock outstanding as of April 1, 2019.

(3)
AWILHELMSEN AS is a Norwegian corporation, the indirect beneficial owners of which are members of the Wilhelmsen family of Norway. The shares reported in the table include 5,035,259 shares owned by AWECO Invest AS, an affiliate of AWILHELMSEN AS. AWILHELMSEN AS has the power to vote and dispose of the shares owned by AWECO Invest AS pursuant to an agreement between AWILHELMSEN AS and AWECO Invest AS. The address of AWILHELMSEN AS is Beddingen 8, Aker Brygge, Vika N-0118 Oslo, Norway. The foregoing information is based on a Schedule 13G/A and Form 4 filed by AWILHELMSEN AS with the SEC on February 6, 2015 and February 7, 2019, respectively.

(4)
Represents shares beneficially owned by The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355. The foregoing information is based solely on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 12, 2019.

(5)
Osiris Holdings Inc. ("Osiris") is a Liberian corporation, the indirect beneficial owner of which is a trust primarily for the benefit of certain members of the Ofer family. The shares reported in the table include 9,656,380 shares owned by Osiris and 1,621,300 shares owned by a subsidiary of Osiris. The address of Osiris is c/o Global Holdings Management Group S.A.M., 3 ruelle Saint Jean, 98000 Monaco. The foregoing information is based solely on a Schedule 13G filed by Osiris with the SEC on August 25, 2011.

(6)
Represents shares beneficially owned by BlackRock, Inc., 55 East 52nd Street, New York, NY 10055. The foregoing information is based solely on a Schedule 13G filed by BlackRock, Inc. with the SEC on February 11, 2019.

Security Ownership of Directors and Executive Officers

        This table sets forth information as of April 1, 2019 about the number of shares of common stock beneficially owned(1) by (i) our directors; (ii) the named executive officers listed in the "Compensation Discussion and Analysis" below; and (iii) our directors and executive officers as a group.

        The number of shares beneficially owned by each named person or entity is determined under rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

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        No shares of common stock held by our directors or named executive officers have been pledged.

Name of Beneficial Owner
  Shares of
Common
Stock (#)(2)
  Percentage of
Ownership(3)
 

Michael W. Bayley

  4,421   *  

John F. Brock

    13,323     *  

Richard D. Fain

  1,179,744 (4) *  

Stephen R. Howe, Jr.

    420     *  

William L. Kimsey

  19,379   *  

Jason T. Liberty

    2,430     *  

Lisa Lutoff-Perlo

    *  

Harri U. Kulovaara

    5,329     *  

Maritza G. Montiel

  4,257   *  

Ann S. Moore

    15,126     *  

Eyal M. Ofer

  29,048 (5) *  

Thomas J. Pritzker

    816,926     *  

William K. Reilly

  15,728   *  

Bernt Reitan

    7,680     *  

Vagn O. Sørensen

  21,845   *  

Donald Thompson

    5,684     *  

Arne Alexander Wilhelmsen

  25,143,324 (6) 11.99 %

All directors and executive officers as a group (20 persons)

    27,391,721     13.07 %

*
Denotes beneficial ownership of less than 1% of the outstanding shares of common stock

(1)
A person is deemed to be the beneficial owner of securities to which such person has the right to acquire within 60 days from April 1, 2019, including upon the exercise of options, warrants and other convertible securities.

(2)
The holdings reported in this column for each person include shares of common stock issuable upon the exercise of stock options that are exercisable as of April 1, 2019 or will be exercisable within 60 days from April 1, 2019 and the vesting of restricted stock units and performance shares that are scheduled to settle within 60 days from April 1, 2019 as follows:

Mr. Fain

    72,525   Mr. Ofer     2,586  

Director/Officer

    108,336  

Mr. Pritzker

    2,586            

    group

       
(3)
Applicable percentage ownership is based on 209,624,192 shares of common stock outstanding as of April 1, 2019.

(4)
Includes 235,106 shares owned by various trusts primarily for the benefit of certain members of the Fain family. Mr. Fain disclaims beneficial ownership of some or all of these shares. Does not include shares owned by other trusts for the benefit of members of the Fain family in which Mr. Fain does not have any beneficial or pecuniary interest or shares directly or indirectly owned by Mr. Fain's adult children.

(5)
Does not include 11,277,680 shares beneficially owned by Osiris.

(6)
Includes 25,134,512 shares beneficially owned by AWILHELMSEN AS. Mr. Wilhelmsen disclaims beneficial ownership of these shares.

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EQUITY COMPENSATION PLAN INFORMATION

        The following table summarizes our equity plan information as of December 31, 2018.

Plan Category
  Column A:
Number of
Securities to Be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
  Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
  Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities Reflected
in Column A)
 

Equity compensation plans approved by security holders

  1,256,649 (1) $ 29.0635 (2) 4,536,302 (3)

Equity compensation plans not approved by security holders

           
 
       

Total

  1,256,649   $ 29.0635   4,536,302  

(1)
Includes outstanding stock options, unvested or unsettled restricted stock units and unvested performance share units under our 2008 Equity Incentive Plan.

(2)
Represents the weighted average exercise price of stock options outstanding without regard to equity awards that have no exercise price (including restricted stock units and performance shares).

(3)
Includes shares available for issuance under our 2008 Equity Incentive Plan.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires the Company's directors, certain officers and persons who beneficially own more than 10% of our common stock (collectively, "Reporting Persons") to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Based solely upon our review of such reports or written representations of such Reporting Persons, the Company believes that during 2018 all Reporting Persons complied with all applicable reporting requirements under Section 16(a) of the Exchange Act, except as set forth below.

        On January 23, 2018, the Talent and Compensation Committee determined the payout for the performance share grants issued to the NEOs and each other officer that was a Reporting Person in February 2015 (specifically, Adam Goldstein, Larry Pimentel, Henry Pujol and Bradley Stein). The shares granted at that meeting were reported on Forms 4 filed on February 7, 2018 after such grants vested in one installment on February 6, 2018.

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PROPOSAL 1 — ELECTION OF DIRECTORS

General

        The Board currently consists of thirteen directors. On February 8, 2019, Mr. Reitan informed the Board that after his many years as a member of the Board he will not stand for re-election and will retire from the Board effective as of the date of the Annual Meeting. On the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated each of our twelve remaining directors for re-election. Once elected, a director holds office until the next annual shareholders meeting and until a respective successor is duly elected and qualified or until his or her earlier resignation or removal.

        If any of the nominees is unexpectedly unavailable for election, shares represented by validly delivered proxies will be voted for the election of a substitute nominee designated by our Board or our Board may determine to reduce the size of our Board. Each person nominated for election has agreed to serve if elected.

Director Nominees

        Set forth below is biographical information for the nominees, as well as the key attributes, experience and skills that the Board believes each nominee brings to the Board.

John F. Brock
Director since February 2014
Age: 70
Board Committees: Nominating and Corporate Governance Committee; Talent and Compensation Committee
Other Public Company Boards: None

        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 and Chair of the Georgia Tech Foundation, Chairman of Horizons Atlanta, a philanthropic organization that enhances education for underserved children, and a member of the Smithsonian National Board. Mr. Brock is also a member of the Executive Board of MidOcean Partners, a private equity firm.

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.

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Richard D. Fain, Chairman
Director since 1981
Age: 71
Board Committees: None
Other Public Company Boards: None

        Mr. Fain has served as a director since 1981 and as our Chairman and Chief Executive Officer since 1988. Mr. Fain is a recognized industry leader, having participated in shipping for over 40 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 as Chairman of the University of Miami Board of Trustees as well as serving on the National Board of the Posse Foundation. He is also former chairman of the Miami Business Forum, the Greater Miami Convention and Visitors Bureau, 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. As our Chairman & CEO for over 30 years, Mr. Fain has grown 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 130,000.

Stephen R. Howe, Jr.
Director since 2018
Age: 57
Board Committees: Audit Committee
Other Public Company Boards: None

        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 on December 1, 2018. While leading EY in the U.S. and the Americas, he was executive sponsor for the firm's focus on diversity and inclusiveness. Prior to 2006, Mr. Howe was the Managing Partner of EY's Financial Services Office and led client service teams for a number of global financial institutions. He was with EY for over 35 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 Directors of the Liberty Science Center.

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 past service as the executive sponsor of EY's focus on diversity and inclusiveness.

William L. Kimsey, Lead Director
Director since 2003
Age: 76
Board Committees: Audit Committee (Chairman); Nominating and Corporate Governance Committee
Other Public Company Boards: None

        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

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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.

Maritza G. Montiel

Director since December 2015
Age: 67

Board Committees: Audit Committee

Other Public Company Boards: AptarGroup, Inc. (New York Stock Exchange); Comcast Corporation (Nasdaq Global Select Market); McCormick & Company (New York Stock Exchange)

        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 engagements in which Deloitte was the principal auditor. Ms. Montiel is a board member of AptarGroup, Inc. where she chairs the audit committee, a board member of Comcast Corporation, where she is a member of the audit committee, and a board member of McCormick & Company, where she is a member of the audit committee.

        The Board has concluded that Ms. Montiel's simultaneous service on four public company audit committees would not impair her ability to serve on the Company's 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.

Ann S. Moore
Director since May 2012
Age: 68
Board Committees: Talent and Compensation Committee
Other Public Company Boards: None

        Ms. Moore served as Chairman and Chief Executive Officer of Time Inc. from July 2002 to September 2010 and served as Chairman 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

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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.

Eyal M. Ofer
Director since 1995
Age: 68

Board Committees: Nominating and Corporate Governance Committee; Safety, Environment and Health Committee

Other Public Company Boards: None

        Mr. Ofer has served as a director of the Company since May 1995. Mr. Ofer is a global maritime shipping and real estate business leader and philanthropist. As the Chairman of a multi-generational family group, Ofer Global, he leads a private portfolio of international businesses principally focused on shipping, real estate, energy, technology, banking and investments. Its interests span Europe, North America, the Near East, Australasia and South East Asia. Mr. Ofer heads Ofer Global's various divisions, including: Zodiac Group, an international shipping enterprise operating a diversified fleet of over 160 vessels worldwide; Global Holdings Group, a real estate holding group specializing in large scale iconic office buildings, hotels and luxury residential developments, as well as other investment and development assets; O.G. Energy, a division holding oil and gas exploration and production interests (onshore & offshore) in the Australasia and South East Asia regions; and O.G. Tech Ventures, a single LP Venture Capital fund with a focus on Round A tech investments. Mr. Ofer also chairs the Eyal & Marilyn Ofer Family Foundation, a philanthropic foundation established for the charitable giving of his family in support of education and the arts.

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.

Thomas J. Pritzker
Director since 1999
Age: 68
Board Committees: Nominating and Corporate Governance Committee (Chairman)
Other Public Company Boards: Hyatt Hotels Corporation (New York Stock Exchange)

        Mr. Pritzker is Executive Chairman of Hyatt Hotels Corporation and Chairman and CEO of The Pritzker Organization, which provides investment and business advisory services to the Thomas J. Pritzker family enterprise. Over his career he has been involved in founding significant companies in a variety of fields including container leasing (Triton), biotech (Bay City Capital) and health care (Reliant Pharmaceuticals and First Health). He has also been engaged in building existing companies in a number of industries, including being a board member of TMS International Corp., which provides steel mill services. Outside of business, Mr. Pritzker is Director and Vice President of The Pritzker Foundation, a charitable foundation; Director and President of the Pritzker Family Philanthropic Fund, a charitable organization; and Director, Chairman and President of the Hyatt Foundation, which sponsors the Pritzker Architecture Prize. He is also Chairman of the Center for

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Strategic & International Studies in Washington DC. He is a member of the Board of Trustees of the University of Chicago and the Art Institute of Chicago. He also organized and founded the Pritzker Neuropsychiatric Disorders Research Consortium, which is a collaborative research effort into the genetic basis of psychiatric disorders.

Specific Qualifications, Attributes, Skills and Experience:

        Mr. Pritzker brings to the Board a proven record of outstanding leadership and strategic skills, having been involved over the course of his career in acquiring and building mature companies in a number of different industries and founding significant companies in the fields of container leasing, biotech and health care. From his role as Executive Chairman of Hyatt Hotels Corp., Mr. Pritzker provides considerable and valuable experience in overseeing a globally focused hospitality business with operations in 20 of the 25 most populous urban centers around the world and strong brand presence in high growth markets for Royal Caribbean, such as China.

William K. Reilly
Director since 1998
Age: 79
Board Committees: Safety, Environment and Health Committee (Chairman)
Other Public Company Boards: Enviva Partners LP (New York Stock Exchange)

        Mr. Reilly is the Founding Partner of Aqua International Partners L.P., a private equity fund established in 1997 and dedicated to investing in companies engaged in water. From 1989 to 1993, Mr. Reilly served as the Administrator of the U.S. Environmental Protection Agency. He has also previously served as the first Payne Visiting Professor at Stanford University, President of the World Wildlife Fund and President of The Conservation Foundation. He is Chairman Emeritus of the World Wildlife Fund and Chairman of the Advisory Committee to the Nicholas Institute for Environmental Policy Solutions at Duke University. He serves as a director of Enviva Partners LP, a publicly traded master limited partnership that aggregates wood fiber and processes it into a transportable form. From 1993 until April 2012, Mr. Reilly also served on the Board of Directors of E.I. duPont de Nemours and Company and from 1997 until May 2013, he served on the Board of Directors of ConocoPhillips. In May 2010, President Obama named Mr. Reilly to serve as co-chair of the National Commission on the BP Deepwater Horizon Oil Spill and Offshore Drilling, which released its report on January 11, 2011. In December 2012, the President named Mr. Reilly to the Council for Global Development. In 2017, Mr. Reilly became a director of the Center for Strategic and International Studies, a non-profit research and communication organization in Washington, DC. In 2018, Mr. Reilly became a director of the Union of Concerned Scientists, a non-profit research and communications organization based in Cambridge, MA.

Specific Qualifications, Attributes, Skills and Experience:

        Mr. Reilly brings to the Board his wealth of environmental, safety and regulatory expertise gained through significant leadership roles within a number of distinguished environmental organizations, including the U.S. Environmental Protection Agency and the World Wildlife Fund, and on important environmental projects, including serving as co-chair of the National Commission on the BP Deepwater Horizon Oil Spill and Offshore Drilling.

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Vagn O. Sørensen
Director since 2011
Age: 59

Board Committees: Audit Committee; Safety, Environment and Health Committee; Talent and Compensation Committee

Other Public Company Boards: Air Canada (Toronto Stock Exchange); FLSmidth A/S (Copenhagen Stock Exchange); SSP Group plc (London Stock Exchange)

        Mr. Sørensen brings to the Board over 20 years of experience in the aviation industry, having served as the President and CEO 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 owns and is President of VS Consulting and serves as a board member and chairman for a number of corporations throughout Europe and Canada, including Air Canada, FLSmidth A/S, SSP Group plc and Nordic Aviation Capital. Mr. Sørensen also previously served on the board of Scandic Hotels AB.

Specific Qualifications, Attributes, Skills and Experience:

        Mr. Sørensen's breadth of experience in the aviation industry and, in addition, 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.

Donald Thompson
Director since May 2015
Age: 56
Board Committees: Safety, Environment and Health Committee; Talent and Compensation Committee
Other Public Company Boards: Northern Trust Corporation (Nasdaq Global Select Market)

        Prior to his current role as Founder and Chief Executive Officer of Cleveland Avenue, LLC, a venture capital firm, Mr. Thompson served as President and Chief Executive Officer of McDonald's Corporation from 2012 until March 2015. 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 also served as director of McDonald's Corporation from 2011 to March 2015 and as a director of Exelon Corporation from 2007 to 2013. Since March 2015, Mr. Thompson has served as a director of Northern Trust Corporation. He also serves on the board of Beyond Meat, as an Advisory Board member of Docusign, Inc. and on numerous civic and philanthropic boards. He is a member of the Executive Leadership Council, the Commercial and Economic Clubs of Chicago, Business Council, World Business Chicago and the Arthur M. Brazier Foundation. He serves as a Trustee on the boards of the Cleveland Avenue Foundation for Education, Northwestern Memorial Hospital and Purdue University.

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 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.

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Arne Alexander Wilhelmsen
Director since 2003
Age: 53
Board Committees: Nominating and Corporate Governance Committee
Other Public Company Boards: None

        Mr. Wilhelmsen is Chairman of the board of directors of AWILHELMSEN 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. Mr. Wilhelmsen was elected Chairman of the Board of AWECO AS in 2011 and 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. From 1996 through 1997, Mr. Wilhelmsen was engaged as a marketing analyst for the Company and from 2001 through 2009 served as a member of the board of directors of Royal Caribbean Cruise Line AS, a wholly owned subsidiary of the Company that was responsible for the sales and marketing activities of the Company in Europe.

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 and retail, Mr. Wilhelmsen brings a diverse knowledge base and strategic insight to the Board. As the representative of the Company's largest shareholder and one of the Company's original founders, Mr. Wilhelmsen also provides a valuable historical perspective to the Board.

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE.

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Director Compensation for 2018

        Directors who are also Company employees do not receive any compensation for their services as directors.

        For services in 2018, each non-employee director was entitled to receive an annual cash retainer of $80,000 for a full year of service. In addition, our Lead Director received a further annual cash retainer of $75,000 for 2018.

        We also pay annual cash retainers for chairing and service on various Board committees. The amount of these retainers in 2018 for a full year of service was as follows:

Committee Role
  Audit
Committee
  Talent &
Compensation
Committee
  Nominating &
Corporate
Governance
Committee
  Safety,
Environment &
Health
Committee
 

Chairman

  $ 30,000   $ 20,000   $ 10,000   $ 10,000  

Member

  $ 20,000   $ 10,000   $ 7,500   $ 7,500  

        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.

        In 2018, each non-employee director received restricted stock units with a fair market value of $176,704 as of the grant date (except for Mr. Howe who first joined the Board in December of 2018 and did not receive a grant for 2018). These restricted stock units vested in full immediately upon grant and settled one year following the date of grant. Our stock ownership guidelines require directors to accumulate ownership of at least $240,000 of our common stock (which is 3 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 in excess of $500,000 in any one calendar year.

        In order to increase their knowledge and understanding of our business, we encourage our non-management 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 15% discount off the lowest available fare for up to five staterooms. The Chairman & CEO may grant exceptions to this policy in his discretion. In 2018, one exception was made for Mr. Reitan to receive the 15% discount off the lowest available fare for two additional staterooms.

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        The table below summarizes the compensation of each person serving as a non-employee director in 2018.


2018 Director Compensation Table

Name
  Fees Earned
or Paid in
Cash
  Stock Awards(1),(2) |   All Other Compensation(3)   Total  

  

                 

John F. Brock

  $ 97,500   $ 176,704   $ 10,784 (4) $ 284,988  

Stephen R. Howe, Jr.

 
$

6,087
   

   

 
$

6,087
 

William L. Kimsey

 
$

192,500

 

$

176,704

 

$

13,921

(5)

$

383,125
 

Maritza G. Montiel

 
$

100,000
 
$

176,704
   

 
$

276,704
 

Ann S. Moore

 
$

90,000

 

$

176,704

 





$

266,704
 

Eyal M. Ofer

 
$

95,004
 
$

176,704
   

 
$

271,708
 

Thomas J. Pritzker

 
$

90,000

 

$

176,704

 





$

266,704
 

William K. Reilly

 
$

90,000
 
$

176,704
   

 
$

266,704
 

Bernt Reitan

 
$

120,000

 

$

176,704

 





$

296,704
 

Vagn O. Sørensen

 
$

117,500
 
$

176,704
   

 
$

294,204
 

Donald Thompson

 
$

97,500

 

$

176,704

 

$

44,745

(6)

$

318,949
 

Arne Alexander Wilhelmsen

 
$

87,500
 
$

176,704
   

 
$

264,204
 

(1)
The column titled "Stock Awards" reports the fair value of restricted stock unit awards at their grant date in 2018 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 12 of the consolidated financial statements in the Company's Annual Report for the year ended December 31, 2018.

(2)
As of December 31, 2018, each non-employee director listed in the table held 1,396 vested restricted stock units, with the exception of Mr. Howe who did not hold any vested restricted stock units. As of December 31, 2018, certain non-employee directors listed in the table held vested options to purchase the following aggregate number of shares of common stock: Mr. Ofer, 11,164; and Mr. Pritzker, 11,164.

(3)
These amounts relate to discounts on Company cruises provided to directors and reimbursements for travel expenses for spouses accompanying the director on business. The aggregate value of other compensation that would be reportable in this column made available to non-employee directors other than Messrs. Brock, Kimsey and Thompson is less than $10,000 per person.

(4)
Represents reimbursement for travel expenses for Mr. Brock's spouse when accompanying him on business.

(5)
Represents reimbursement for travel expenses for Mr. Kimsey's spouse when accompanying him on business.

(6)
Includes $36,999 of discounts on Company cruises, with the remainder related to reimbursement for travel expenses for Mr. Thompson's spouse when accompanying him on business.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Related Person Transaction Policy and Procedures

        We have a written Related Person Transaction Policy that requires review of all relationships and transactions in which the Company is a participant and a "related person" which includes any director, executive officer or greater than 5% beneficial owner of the Company or any immediate family member of the foregoing has a direct or indirect material interest. Under this policy, each director, director nominee and executive officer is required to promptly notify the Corporate Secretary of any such transaction. The Corporate Secretary then presents such transactions to the Audit Committee, which is responsible for reviewing and determining whether to approve or ratify the transactions. The following types of transactions are deemed not to create or involve a material interest on the part of the related person and do not require approval or ratification under the policy, unless the Audit Committee determines that the facts and circumstances of the transaction warrant its review:

    transactions involving the purchase or sale of products or services in the ordinary course of business, not exceeding $120,000;

    transactions in which the related person's interest derives solely from his or her service as a director of another corporation or organization that is a party to the transaction;

    transactions in which the related person's interest derives solely from his or her ownership of less than 10% of the equity interest in another person (other than a general partnership interest) which is a party to the transaction;

    transactions in which the related person's interest derives solely from his or her ownership of a class of equity shares of the Company and all holders of that class of equity securities received the same benefit on a pro rata basis;

    compensation arrangements of any executive officer, other than an individual who is an immediate family member of a related person; and

    non-executive director compensation arrangements.

        In reviewing transactions submitted to them, the Audit Committee reviews and considers all relevant facts and circumstances to determine whether the transaction is in, or not inconsistent with, the best interests of the Company and its shareholders, including, without limitation:

    the commercial reasonableness of the terms;

    the benefit and perceived benefit, or lack thereof, to the Company;

    opportunity costs of alternative transactions;

    the character of the related person's interest; and

    the actual or apparent conflict of interest of the related person.

        If after the review described above, the Audit Committee determines not to approve or ratify the transaction, it will be cancelled or unwound as the Audit Committee considers appropriate and practicable.

Related Person Transactions

        Mr. Thomas J. Pritzker, one of our directors, is Executive Chairman of the Hyatt Hotels Corporation ("Hyatt"). During the year ended December 31, 2018, we paid Hyatt approximately $683,872 for hotel stays of our guests and employees traveling on business and for use of Hyatt's facilities for business purposes. The amount represents less than 0.02% of Hyatt's revenues for 2018 and approximately 1.8% of our transportation and lodging expense for the same period. As in prior years, there are no specific arrangements or understandings between us and Hyatt in this regard. Hyatt is a major hotel chain and it would be imprudent for us to exclude them. The Audit

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Committee reviewed and approved or ratified the foregoing transactions with Hyatt Hotels Corporation in accordance with our Related Person Transaction Policy.

        Mr. Stephen R. Howe, Jr. joined our board on December 4, 2018. Mr. Howe was with Ernst & Young ("EY") for over 35 years prior to his retirement on December 1, 2018. EY provides consulting services to the Company, primarily related to its Excalibur program. The fees related to such services totaled approximately $52,000,000 from January 1, 2018 to December 1, 2018, the date Mr. Howe retired from EY, and approximately $18,000,000 during the year ended December 31, 2017. The Board considered these transactions and the fact that Mr. Howe is retired from EY in determining that Mr. Howe is independent.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        2018 was another record year, as we grew US GAAP Net Income to $1.8 billion, or $8.56 per diluted share, and Adjusted Net Income* to $1.9 billion, or $8.86 per diluted share, representing a 13.7% and 17.7% year-over-year growth in US GAAP EPS and Adjusted EPS*, respectively, despite the unfavorable impact from currency and fuel. We again turned the year at a record booked position at higher rates than the prior year, as well as brand preference and guest satisfaction scores at an all-time high. Our compensation programs responded to these outcomes as outlined below.

GRAPHIC

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        We place significant focus on the design of our executive compensation programs as we believe their effectiveness is crucial to our success as a company. We assess our programs regularly and strive to continuously make improvements as well as incorporate shareholder feedback. Our 2018 executive compensation program was generally consistent with the prior year's program.

        In furtherance of our compensation program objectives, we maintain a high level of corporate governance standards within our executive compensation programs as follows:

    What We Do

  What We Do Not Do

   

Establish a mix of compensation components, including fixed and variable pay and short- and long-term incentives, that encourages focus on both the short- and long-term interests of the Company and its shareholders

Set challenging short- and long-term performance objectives

Hold our executives to meaningful stock ownership guidelines to further align executives' motivations with those of shareholders

Provide severance benefits in the event of a change-of-control only if there is an accompanying termination

Design our programs so as not to encourage unnecessary and excessive risk taking

Include "clawback" provisions for our cash and equity incentive awards

Hold an annual "say-on-pay" advisory vote

Utilize an independent compensation consultant to advise the Talent and Compensation Committee

     

No repricing of underwater stock options

No cash buyouts of underwater stock options

No tax-gross up provisions on any change-of-control severance benefits

No excessive perquisites or other executive-only benefits

No hedging of the Company's stock by employees or directors

   

        At our 2018 annual meeting, shareholders approved our 2017 NEO compensation with almost 95% of the votes cast in favor of our practices. Given the high level of support, the Talent and Compensation Committee did not make any significant changes to its approach to executive compensation specifically as a result of this "say-on-pay" vote. The Talent and Compensation Committee considers the outcome of our annual say-on-pay votes when making future compensation decisions for NEOs. The next "say-on-pay" vote will occur at our 2020 annual meeting.

        We discuss our compensation plans, policies and objectives in detail below.

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Named Executive Officers

        Our NEOs for the fiscal year ended December 31, 2018 are set forth below.

Name
 
Title
        
Richard D. Fain   Chairman & Chief Executive Officer

Jason T. Liberty

 

Executive Vice President, Chief Financial Officer

Michael W. Bayley

 

President and Chief Executive Officer, Royal Caribbean International

Lisa Lutoff-Perlo

 

President and Chief Executive Officer, Celebrity Cruises

Harri U. Kulovaara

 

Executive Vice President, Maritime

Each of the foregoing officers was an NEO for 2017 other than Mr. Kulovaara.

Executive Compensation Philosophy

        We adhere to a pay-for-performance philosophy. In line with this philosophy, we have designed our compensation programs to support three main goals:

    align the interests of our executives with the interests of our shareholders;

    recruit, retain, and motivate an elite management team; and

    reward positive contributions to both short-term and long-term corporate performance.

        We provide compensation to our executives consisting of three principal elements: base salary, performance-based annual incentive bonus and equity awards. The objectives and key features of each pay element are described below.

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GRAPHIC

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        Our commitment to performance-based compensation is illustrated by the following pie charts, which show the mix of each compensation component at target levels for our Chairman & CEO and for our other NEOs for 2018.

Royal Caribbean Cruises LTD.
2018 Target Compensation – Chairman & CEO
90% Variable Compensation

GRAPHIC

Royal Caribbean Cruises LTD.
2018 Target Compensation – Other Named Executives
79% Variable Compensation

GRAPHIC

        The percentages in the foregoing chart for the other NEOs represent a weighted average of each element of compensation for such officers.

Market Comparison Group

        The process of making compensation decisions begins with establishing a Market Comparison Group. Our Market Comparison Group is the foundation of our annual compensation review and is used to help guide the Talent and Compensation Committee's decisions regarding competitive pay levels and design architecture.

        Although we strive for consistency, the list of companies that comprise our Market Comparison Group are developed by our independent compensation consultant and reviewed and approved annually by the Talent and Compensation Committee using the following criteria:

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

    Relevant industry group — company included in at least one of ten leisure and tourism industry groups

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

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

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

    Historical precedent — company included in the prior year's Market Comparison Group

        The below Market Comparison Group, which was approved by our Talent and Compensation Committee in May 2017, was used to inform 2018 compensation decisions.


Market Comparison Group Selection Criteria

GRAPHIC

Elements of the 2018 Executive Compensation Program

Base Salary

        Base salaries comprise, on average, less than 20% of the total target compensation for our NEOs (10% for our Chairman & CEO and 21% for our other NEOs). However, base salaries are an important and customary element of pay for attracting and retaining executives. The Talent and Compensation Committee seeks to pay each NEO a level of fixed compensation that competitively reflects their scope of responsibility.

        The primary considerations used in adjusting base salary levels include each NEO's:

    market positioning;

    scope of responsibilities;

    expertise and experience;

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    tenure with the organization; and

    performance and potential to further our business objectives.

        The Talent and Compensation Committee generally reviews salaries in the early part of each year and, if appropriate, adjusts them to reflect changes in such considerations and to respond to market conditions and competitive pressures. The table below reflects the extent of increases in 2018 to the base salaries for our NEOs, made to better align their pay with the market and to recognize positive performance and Company results.

 
  Base Salary    
 
 
  Percent Change  
Name
  2017   2018  

    

             

Richard D. Fain

  $ 1,100,000   $ 1,100,000   0.0 %

Jason T. Liberty

 
$

700,000
 
$

800,000
   
14.3

%

Michael W. Bayley

 
$

800,000

 

$

880,000

 


10.0

%

Lisa Lutoff-Perlo

 
$

600,000
 
$

700,000
   
16.7

%

Harri U. Kulovaara

 
$

600,000

 

$

700,000

 


16.7

%

Performance Based Annual Incentive

        Our Chairman & CEO receives two-thirds of his target annual cash compensation in performance-based pay from our "Executive Bonus Plan," and performance-based pay accounts for more than half of target annual cash compensation for each of our other NEOs. The Executive Bonus Plan is designed to reward our executives for the achievement of the Company's annual financial and strategic goals and, for the NEOs other than the CEO, to recognize individual contributions.

        Prior to the beginning of each year, our operating plan for that year, which takes into account our anticipated performance, our growth and profitability objectives as well as the economic climate, is prepared by management and approved by the Board. Based on this plan, we set pre-established goals for the year that will determine bonus payout levels once our financial and operational performance is evaluated and confirmed following the end of the year.

        For 2018, the Talent and Compensation Committee established the following framework for the Executive Bonus Plan, which is generally consistent with prior years:

GRAPHIC

Target Annual Incentives:

        The annual target performance-based incentive for each NEO is expressed as a percentage of base salary. In establishing the target percentage, the Talent and Compensation Committee takes into account the role and level of each executive and competitiveness with our Market Comparison Group.

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        In 2018, the target annual incentive was increased for Mr. Liberty, Mr. Bayley and Ms. Lutoff-Perlo to make the target cash compensation more competitive with the market and to incentivize positive performance. The following table shows the 2017 and 2018 bonus targets of each NEO.

Name
  2017 Bonus Target
(% of base salary)
  2018 Bonus Target
(% of base salary)
 

    

         

Richard D. Fain

  200 % 200 %

Jason T. Liberty

   
120

%
 
135

%

Michael W. Bayley

 

125

%


130

%

Lisa Lutoff-Perlo

   
110

%
 
125

%

Harri U. Kulovaara

 

70

%


70

%

Metrics and Weighting:

        The performance-based annual incentive for each NEO consists of up to three award components, as applicable to each NEO: Corporate, Brand and Individual performance. The Talent and Compensation Committee assigns a specific weight to each of these components based on the executive's role and his or her ability to influence the outcomes.

        For 2018, both the Corporate and Brand bonus components were further divided into two subcomponents: financial (Adjusted EPS for Corporate and adjusted brand-specific operating income for Brand) and key performance indicators (KPIs). There were five KPIs for 2018, with equal weighting assigned to each, as follows:

    KPI

  Description

    Net Revenue Yield       Represents net revenues per available passenger cruise day, which we believe to be the most relevant measure of our pricing performance*    
    Net Cruise Costs excluding fuel       Represents gross cruise costs excluding commission, transportation and other expenses and onboard and other expenses and fuel expenses, which we believe to be the most relevant indicator of our ability to control costs in a manner that positively impacts income*    
    Guest Satisfaction       Represents results of surveys 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    
    Employee Engagement       Represents results of shoreside and shipboard employee surveys measuring both employee satisfaction and employee engagement, which is defined as the tendency of employees to exert discretionary effort for the benefit of the Company    
    Safety, Security, Health and Environmental Stewardship       Represents various metrics of safety, security, environment and health performance, which we believe are key to our extremely high safety and security standards and our goal of being a good steward of the environmental resources we manage    
*
When determining KPI results for Net Revenue Yield and Net Cruise Costs excluding fuel, the Talent and Compensation Committee may, in certain circumstances, exclude from the calculation certain items that it believes were clearly outside the bounds of Management's ability to control.

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        As in prior years, financial results continued to be the predominant measure of both Corporate and Brand performance, comprising 70% of the annual bonus opportunity within each component. The following table shows the applicable measures and weights for each NEO.

 
  Award Components  
 
  Corporate
   
  Brand
   
   
 
Name
  Financial   KPIs    
  Financial   KPIs    
  Individual  

    

                         

Richard D. Fain

  70.0 % 30 %          

Jason T. Liberty

   
46.7

%
 
20

%
     
   
       
33.3

%

Michael W. Bayley(1)

 

23.3

%


10

%

 

23.3

%


10

%

 

33.3

%

Lisa Lutoff-Perlo(2)

   
23.3

%
 
10

%
     
23.3

%
 
10

%
     
33.3

%

Harri U. Kulovaara

 

46.7

%


20.0

%

 


 



 

 

33.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)
Brand performance for Mr. Bayley was based on Royal Caribbean International.

(2)
Brand performance for Ms. Lutoff-Perlo was based on Celebrity Cruises.

        In February of each year, the Talent and Compensation Committee approves the Corporate and Brand performance targets for the upcoming year. For Corporate and Brand financial and KPI performance, performance level funding ranges from 0% to 300% at maximum. Performance level funding for the Individual component ranges from 0% to 200% at maximum.

2018 Financial Performance

        We set our corporate Target Adjusted EPS for 2018 at $8.65, the mid-point of the earnings guidance we announced in January 2018. The Talent and Compensation Committee believed that this target, which was approximately 14% higher than actual Adjusted EPS we achieved in 2017, represented a challenging performance goal and was meaningfully higher than our actual 2017 financial results. See Annex A for more detail regarding the reconciliation of non-GAAP and GAAP measures presented regarding Adjusted EPS.

        In accordance with the terms of the Executive Bonus Plan, the Talent and Compensation Committee adjusted this number for purposes of 2018 annual bonuses to account for price variances in all fuel types from prices used in the January 2018 earnings guidance, net of the effects of fuel derivatives. This adjustment avoids penalizing or benefiting Management for fluctuations in fuel prices, but still takes into account Management's performance on energy consumption. Since fuel prices in 2018 were higher than planned, the Talent and Compensation Committee increased EPS by $0.15 to eliminate this detriment. In addition, and consistent with the Talent and Compensation Committee's discretion under the Executive Bonus Plan, the financial results and non-controlling interest of Silversea Cruises were excluded from the results, and interest expense related to the Silversea acquisition was added back, as approved targets were established in January 2018 before Silversea was acquired on July 31, 2018. These adjustments increased net income by $10.8 million, or $0.05 per share. In January 2019, we announced US GAAP and Adjusted EPS of $8.56 and $8.86, respectively, for 2018. Adjusted EPS, after adjusting for fuel rates and Silversea as discussed above, was $9.06.

        The Company's 2018 financial performance and the adjustments noted above resulted in a funding level of 181% for the Adjusted EPS component of the annual bonus which, when aggregated with 2018 performance across our five Corporate KPIs, yielded a funding level of 159% for Corporate performance.

        Consistent with the Talent and Compensation Committee's discretion to adjust its calculations to account for events that it believes are clearly outside the bounds of Management's ability to control, it adjusted the Brand-specific financial component for Royal Caribbean International by increasing operating income by 0.7% to account for the impact of unanticipated mechanical problems on its ships. The Talent and Compensation Committee also used its discretion to adjust the Brand-specific financial component for Celebrity Cruises by increasing operating

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income by 1.3% to account for the delayed delivery of Edge and the impact from the typhoon in Asia, which impacted the sailings of Millennium.

Individual Measurement:

        The Individual performance component of our Executive Bonus Plan awards is intended to reward managerial decision-making, behavioral interaction and overall contribution. With the exception of Mr. Fain, the NEOs have an Individual performance component. In determining the funding level of this component, the Talent and Compensation Committee considered the recommendation of Mr. Fain, including each NEO's achievement of his or her individual goals and overall contribution to our successful growth, how each one directed their area of responsibility to meet challenges in the market and the results of specific projects they were responsible for during the year.

Actual 2018 Performance-Based Annual Incentive Payout

        Based on the above KPIs and financial performance results, the following table shows the 2018 performance-based annual incentive payout as a percentage of target for each award component:

 
  2018 Actual Funding Levels by
Component (as a % of target)
  Total
Funding
Level
(as a %
of target)
 
Name
  Corporate   Brand   Individual  

    

                 

Richard D. Fain

  159.1 % n/a   n/a   159.1 %

Jason T. Liberty

   
159.1

%

n/a

   
150.0

%
 
156.1

%

Michael W. Bayley

 

159.1

%

104.5%

 

150.0

%


137.9

%

Lisa Lutoff-Perlo

   
159.1

%

112.1%

   
150.0

%
 
140.4

%

Harri U. Kulovaara

 

159.1

%

n/a

 

150.0

%


156.1

%

        The following table shows each NEO's target and actual annual bonus award for 2018. The 2018 actual awards for all of our NEOs were above target, reflecting the Company's strong results and our pay-for-performance philosophy.

 
   
  Actual 2018 Annual Incentive Plan
Payout by Component
   
   
 
 
  2018
Target
Payout
  Actual Total
2018 Payout
  Actual Total
2017 Payout
 
Name
  Corporate   Brand   Individual  

    

                         

Richard D. Fain

  $ 2,200,000   $ 3,500,200   n/a   n/a   $ 3,500,200   $ 4,327,400  

Jason T. Liberty

 
$

1,080,000
 
$

1,145,577
 
n/a
 
$

539,946
 
$

1,685,523
 
$

1,521,533
 

Michael W. Bayley

 
$

1,144,000

 

$

606,823

 

$398,377

 

$

571,943

 

$

1,577,143

 

$

1,519,461

 

Lisa Lutoff-Perlo

 
$

875,000
 
$

464,134
 
$326,867
 
$

437,456
 
$

1,228,458
 
$

1,072,083
 

Harri U. Kulovaara

 
$

490,000

 

$

519,753

 

n/a

 

$

244,976

 

$

1,214,728

(1)

$

910,767

(1)

(1)
Includes bonuses of $450,000 and $150,000 received by Mr. Kulovaara in 2018 and 2017, respectively, in recognition of his efforts in connection with the delivery of three newbuild ships in 2018 and one newbuild ship in 2017.

        Awards under our Executive Bonus Plan, including awards to our NEOs, may be subject to clawback if the Company is required to restate its financial results for the bonus plan year and it is determined that the applicable executive's fraud, negligence or intentional misconduct was a significant contributing factor to the restatement.

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Discretionary Cash Award — Delivery of Newbuild Ships

        In recognition of Mr. Kulovaara's efforts in connection with our newbuild program, and specifically in recognition of his efforts in connection with the delivery of three newbuild ships in 2018 (Symphony of the Seas, Celebrity Edge and TUI Cruises' new Mein Schiff 1), Mr. Kulovaara was granted a discretionary cash award of $450,000.

Long-Term Incentive Awards

        Our long-term incentive award program is the most significant element of our overall compensation program and comprises on average approximately 62% of target total compensation for our NEOs (70% for our Chairman & CEO and 55% for our other NEOs). We structure our long-term program to align with shareholder interests, reward the achievement of long-term goals and promote stability and corporate loyalty among the executives. We use a combination of performance shares and time-based restricted stock units (RSUs) in our long-term incentive program to effectively and efficiently balance performance and retention objectives.

        At the first regularly scheduled meeting of each year (which generally occurs in February), the Talent and Compensation Committee determines the target equity award value to be delivered to each NEO. As in prior years and consistent with competitive market practice, in 2018, our long-term incentive awards for our NEOs consisted of a mix of performance shares and RSUs as follows:

Name
  2017 Allocation   2018 Allocation

    

       

Richard D. Fain

  75% performance shares, 25% RSUs   75% performance shares, 25% RSUs

Jason T. Liberty

 

60% performance shares, 40% RSUs

 

60% performance shares, 40% RSUs

Michael W. Bayley

 

60% performance shares, 40% RSUs

 

60% performance shares, 40% RSUs

Lisa Lutoff-Perlo

 

60% performance shares, 40% RSUs

 

60% performance shares, 40% RSUs

Harri U. Kulovaara

 

60% performance shares, 40% RSUs

 

60% performance shares, 40% RSUs

        In determining the appropriate long-term incentive award value, the Talent and Compensation Committee considers:

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

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

      the NEO's contribution to the overall results of the Company.

        Ensuring that NEO compensation continues to motivate senior leadership to act consistent with long-term shareholder interests and fostering the retention of our senior leadership remain two key priorities of our executive compensation program. Long-term incentive compensation traditionally lagged the market for many of our NEOs and despite targeted increases in recent years, certain NEOs' long-term incentive award values remained below the market. Coming off of another strong performance year and recognizing each of Mr. Liberty's, Mr. Bayley's, Ms. Lutoff-Perlo's and Mr. Kulovaara's total target compensation positioning as compared to market compensation, the Talent and Compensation Committee felt it appropriate to take more aggressive steps in 2018 to better position these leaders toward the market in terms of target pay opportunity. Accordingly, to achieve the desired level of

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market competitiveness and reflect performance, the Talent and Compensation Committee approved the following increases in the target award values for each of our NEOs in 2018.

 
  Long-Term Incentive Awards  
Name
  2017 Grant
Values
  2018 Grant
Values
  %
Change
 

    

             

Richard D. Fain

  $ 7,700,000   $ 7,700,000   0 %

Jason T. Liberty

 
$

1,800,000
 
$

2,250,000
   
25.0

%

Michael W. Bayley

 
$

3,000,000

 

$

3,250,000

 


8.0

%

Lisa Lutoff-Perlo

 
$

1,650,000
 
$

1,800,000
   
9.0

%

Harri U. Kulovaara

 
$

750,000

 

$

900,000

 


20.0

%

RSU Vesting Schedule

        To promote retention (and except as provided in connection with our Vesting into Retirement Policy to the extent applicable), the RSUs vest in equal annual installments over a four-year period commencing on the first anniversary date of the grant. As the RSU awards are inherently tied to the performance of our common stock, we consider a vesting schedule based on continued service appropriate to provide both retention and performance incentives.

Performance Share Plan Mechanics

        As outlined above, at least 60% of each NEO's target equity award for 2018 consisted of performance shares. For this portion of the award, the NEO receives an award on the grant date expressed as a target number of performance shares. The actual number of shares ultimately delivered to the executive in settlement of the award ranges from 0% to 200% of target based on our performance results with regards to the predetermined metric or metrics across the measurement period. To receive the shares in settlement of this award, the executive must, with certain exceptions (including as provided in connection with our Vesting into Retirement Policy to the extent applicable), remain employed through the settlement date of the award, which is three years after the grant date.

        Payouts for performance share grants made in 2018 will be based on 2020 Adjusted EPS and 2020 ROIC. These metrics are equally weighted so that 50% of the total payout will be based on Adjusted EPS and 50% of the total payout will be based on ROIC. The payout level for the grants made in 2018 will be determined by our Talent and Compensation Committee in early 2021.

Payout under 2016 Performance-Based Equity Awards

        In February 2019, the Talent and Compensation Committee determined the payout for the performance share grants issued to the NEOs in February 2016. The target payouts for such grants were based on 2018 Adjusted EPS and 2018 ROIC, which were established at the time of grant. For these payouts, ROIC was calculated by the Company as "Operating Profit" divided by "Invested Capital," whereby (i) "Operating Profit" is adjusted operating income (including income from equity pick-ups and related items) minus taxes, and (ii) "Invested Capital" is the most recent five-quarter average of total debt (i.e., current portion of long-term debt plus long-term debt) plus shareholders equity. In addition, for determining the payouts of these awards, and consistent with the Talent and Compensation Committee's discretion, the financial results and non-controlling interest of Silversea Cruises were excluded from, and interest expense related to the Silversea acquisition was added back to, the calculations of Adjusted EPS and ROIC, as approved targets were established in January 2018 before Silversea was acquired on July 31, 2018. These adjustments increased net income by $10.8 million, or $0.05 per share, and increased ROIC by 0.35%. In January 2019, we announced US GAAP and Adjusted EPS of $8.56 and $8.86, respectively, for 2018. Adjusted EPS and ROIC, after adjusting for Silversea, as discussed above, was $8.91 and

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11.33%, respectively, both exceeding the target payouts, resulting in a payout level of 182% on the performance shares.

Retention Equity Award

        In September 2018, the Talent and Compensation Committee awarded Mr. Kulovaara a retention equity award in the form of restricted stock units with a grant date fair market value of $934,236, which will vest as follows: 10% on the second anniversary of the grant date, 25% on each of the third and fourth anniversaries of the grant date, and 40% on the fifth anniversary of the grant date. This award was granted to foster retention as we recognize the important contribution this executive will make to our Company in the future, and the importance of continuity.

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.

        Calculation of Equity Awards:    To determine the number of RSUs or performance shares awarded, the total grant value is multiplied by the RSU or performance share target allocation and then divided by the fair market value of our common stock as of the grant date. Our equity plan defines fair market value of a share of our common stock as the average of the high and low sale prices of our common stock on the NYSE on the grant date.

        Share Limits:    The maximum number of shares underlying awards that may be granted to an employee in any calendar year is 500,000 shares.

        Clawback Policy:    For awards of performance shares, the Company has adopted a "clawback" policy applicable to the award recipients, including the NEOs. If, for the two year period following the end of the three-year performance period of each award, the Company is required to restate its financial results for the award performance period in a manner that would have adversely affected the number of performance shares subject to the award, the Talent and Compensation Committee may (regardless of any fault on the part of the participant) adjust the number of performance shares subject to the award to reflect the number of performance shares that would have been payable under the restated financial statements, as determined by the Talent and Compensation Committee. For example, for the grants made in February 2016, the compensation recoupment period would extend to December 31, 2020.

        Vesting into Retirement Policy:    Starting with grants made in 2014, 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 senior executives who are at least 62 years of age and who have been employed by the Company 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 a four-year period for the RSUs and over a three-year period for the performance shares (mirroring the typical vesting schedule for these awards).

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2019 Executive Compensation Program

        Our 2019 program remains generally consistent with our 2018 program in its design. Recognizing that:

      the Company has delivered exceptional results over the last several years due to the significant experience and competence of our high performing management team;

      recent compensation review from Willis Towers Watson shows that the market has improved in terms of variable pay targets and actual payouts over the last several years;

      competition for talent continues to increase;

      each of the NEOs have played and continues to play a critical role in our success; and

      we expect, and have experienced, greater than market median performance,

our Talent and Compensation Committee felt it appropriate to take steps to position compensation for our NEOs closer to market in terms of target pay opportunity. The Talent and Compensation Committee thus approved compensation adjustments for Mr. Fain, Mr. Liberty, Mr. Bayley, Ms. Lutoff-Perlo and Mr. Kulovaara increasing their total target compensation for 2019 by 18%, 19%, 20%, 21% and 18%, respectively, as compared to 2018 total target compensation. These adjustments are intended to help maintain stability among our leaders and continue to enhance their focus on long-term Company performance and results.

Stock Ownership Guidelines

        We recognize the importance of aligning our management's interests with those of our shareholders. As a result, the Board, at the recommendation of the Talent and Compensation Committee, has established stock ownership guidelines for all of our officers. Under these guidelines, the NEOs are expected to accumulate over an applicable compliance period Company stock having a fair market value equal to the multiples of their base salaries as shown in the table below.

Name
  Stock Ownership
Guideline (as a
multiple of base
salary)

    

   

Richard D. Fain

  8 times

Jason T. Liberty

 

5 times

Michael W. Bayley

 

5 times

Lisa Lutoff-Perlo

 

5 times

Harri U. Kulovaara

 

5 times

        For purposes of determining compliance with the guidelines, officers are permitted to include derivative forms of Company equity, such as unvested and vested stock options, unvested restricted stock units and unvested performance shares following completion of the performance period. Officers who have not reached their target equity ownership during the applicable compliance period are required to retain at least 50% of the net after-tax shares received upon the vesting and exercise of equity incentive awards until their target equity ownership is reached. Once an officer's target equity ownership is achieved, if such officer's equity ownership thereafter falls below the target equity ownership, such officer will not be permitted to sell any Company stock until he or she again becomes fully compliant with his or her target equity ownership under these guidelines.

Other Elements of Compensation

        In an effort to offer our employees a competitive remuneration package, we provide them with certain retirement, medical and welfare benefits, including a qualified non-contributory profit-sharing retirement plan.

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The NEOs are eligible to participate and/or receive such benefits on a basis commensurate with that of other employees.

        Since January 1, 2009, as a result of Section 457A of the U.S. Internal Revenue Code, in lieu of contributions to the Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan (the "SERP"), each NEO receives, on an annual basis, a lump-sum cash payment of the benefits that would have been accrued under the SERP for services in a given year but for a change in tax laws. Amounts earned in 2018 in lieu of the SERP benefit are disclosed in the Summary Compensation Table — All Other Compensation column, as further detailed in the "2018 All Other Compensation Table."

        We also offer the NEOs certain perquisites which include: Company paid automobile leases, discounts on Company cruises, annual executive physicals and travel expenses for guests accompanying executives on business travel. Our executives who have been on international assignment are also eligible to receive tax equalization and preparation assistance. Our NEOs also receive life insurance coverage equal to five times their annual base salary.

Severance

        We have entered into Employment Agreements with each of the NEOs. These agreements provide for severance benefits in connection with various termination of employment scenarios, which are discussed in this proxy statement under the heading "Employment Agreements."

        We currently do not specifically provide for enhanced severance benefits if termination should follow a change-of-control of the Company. However, the Talent and Compensation Committee may, in its discretion, accelerate the vesting of long-term incentive awards in connection with a change-of-control, and the vesting of long-term incentive awards will occur automatically in the event of a qualifying termination within 18 months following a change-of-control.

Governance and Process

        Our executive compensation program is overseen by the Talent and Compensation Committee. Talent and Compensation Committee members are appointed by our Board and meet the independence and other requirements of the NYSE and other applicable laws and regulations. Talent and Compensation Committee members are selected based on a variety of factors, including their knowledge and experience in compensation matters.

        As provided for in its charter, the Talent and Compensation Committee has sole discretion to retain a compensation consultant and is directly responsible for the appointment, compensation and oversight for such consultant's work. The Talent and Compensation Committee has retained Willis Towers Watson as its independent compensation consultant and has asked Willis Towers Watson to regularly provide independent advice on the following:

    the composition of our Market Comparison Group;

    our compensation plan risk;

    current trends in executive and director compensation design; and

    the overall levels of compensation and types and blend of various compensation elements.

        Willis Towers Watson has direct access to the Talent and Compensation Committee's members and advises them regarding matters for which the Talent and Compensation Committee is responsible. Within this framework, Willis Towers Watson has been instructed to work collaboratively with management, including our Chairman & CEO and our Senior Vice President, Chief Human Resources Officer and her staff to gain an understanding of our business and compensation programs to help Willis Towers Watson advise the Talent and Compensation Committee. In addition, Willis Towers Watson also regularly confers with our senior management and human resources department to collect, analyze and present data requested by the Talent and Compensation Committee. The total annual expense for the executive and director compensation advising services provided to us by Willis

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Towers Watson during 2018 was approximately $204,536. In 2018, we also purchased industry surveys from Willis Towers Watson for approximately $29,499.

        In 2018, Willis Towers Watson also assisted the Talent and Compensation Committee with the CEO Pay Ratio calculation and disclosure. Aggregate fees incurred during 2018 for these services were approximately $75,242.

        During 2018, our management separately engaged Willis Towers Watson to provide insurance brokerage services. Aggregate fees billed during 2018 for these services were approximately $176,950. The personnel who performed these services for us operated separately and independently of the Willis Towers Watson personnel who performed executive and director compensation-related services for the Talent and Compensation Committee. While the decision to engage Willis Towers Watson for such other services was made by management, the Talent and Compensation Committee assessed whether the services provided by Willis Towers Watson raised any conflicts of interest pursuant to applicable SEC and NYSE rules and concluded that no such conflicts of interest existed that would prevent Willis Towers Watson from independently advising the Talent and Compensation Committee. We do anticipate that, given the wide scope of services provided by Willis Towers Watson, we may continue to use them to provide insurance services outside of executive compensation from time to time. Willis Towers Watson has advised the Talent and Compensation Committee of a number of policies in place to ensure that their executive compensation advice is not influenced by this other work, including that:

    individuals who are not part of the executive compensation consulting team (other than designated quality reviewers) are precluded from involvement in the development of recommendations regarding the compensation of our executives and directors;

    executive compensation consultants who advise us on director and executive compensation may not serve in broader relationship-management roles for us; and

    the compensation paid to Willis Towers Watson executive compensation consultants is not tied to the fees paid, or to the expansion of fees paid, by us.

        For each NEO other than the Chairman & CEO, the Talent and Compensation Committee consults with and receives the recommendation of the Chairman & CEO, but the Talent and Compensation Committee is ultimately responsible for determining whether to accept such recommendations. For the compensation related to the Chairman & CEO, the Talent and Compensation Committee meets in an executive session and considers the opinion of Willis Towers Watson as well as other criteria identified in this Compensation Discussion & Analysis.

Report of the Talent and Compensation Committee

        The Talent and Compensation Committee of the Board of Royal Caribbean Cruises Ltd. has reviewed and discussed with management the Compensation Discussion & Analysis and, based on such review and discussion, has recommended to the Board that the Compensation Discussion & Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for 2018.

        THE TALENT AND COMPENSATION COMMITTEE

Bernt Reitan, Chairman
John F. Brock
Ann S. Moore
Vagn O. Sørensen
Donald Thompson

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Executive Compensation Tables

Summary Compensation Table

        The following table sets forth information regarding the compensation to our NEOs for the year ended December 31, 2018.


2018 Summary Compensation Table

 
   
   
   
  Stock Awards(2)    
   
   
   
 
 
   
   
   
   
  Change in
Pension Value
and NQDC
Earnings(4)
   
   
 
Name and
Principal Position
  Year   Salary(1)   Bonus(5)   On-Cycle
Stock
Awards
  One-Time
Stock Awards
  Non-Equity
Incentive Plan
Compensation(3)
  All Other
Compensation(6)
  Total  

    

                                     

Richard D. Fain

  2018   $ 1,100,000  


$ 7,664,567  


$ 3,500,200  


$ 157,948   $ 12,422,715  

Chairman &

  2017   $ 1,100,000  


$ 7,661,433  


$ 4,327,400   $ 99,493   $ 155,087   $ 13,343,413  

Chief Executive

  2016   $ 1,092,308  


$ 6,441,770  


$ 2,740,222  


$ 131,384   $ 10,405,684  

Officer

                                     

Jason T. Liberty

   
2018
 
$

788,462
   

 
$

2,136,947
   

 
$

1,685,523
   

 
$

140,932
 
$

4,751,864
 

EVP, Chief

    2017   $ 692,308       $ 1,700,547   $ 2,792,203   $ 1,521,533   $ 57,849   $ 125,806   $ 6,890,246  

Financial

    2016   $ 592,308       $ 1,127,080       $ 798,217   $ 21,980   $ 88,478   $ 2,628,063  

Officer

                                                       

Michael W. Bayley

 

2018

 

$

870,769

 





$

3,086,742

 





$

1,577,143

 





$

187,432

 

$

5,722,086
 

President and

  2017   $ 792,308  


$ 2,834,275   $ 2,792,203   $ 1,519,461   $ 121,223   $ 135,123   $ 8,194,593  

CEO,RCI

  2016   $ 696,154  


$ 2,113,227  


$ 938,428   $ 11,630   $ 107,334   $ 3,866,773  

Lisa Lutoff-Perlo

   
2018
 
$

688,462
   

 
$

1,786,762
   

 
$

1,228,458
   

 
$

136,520
 
$

3,840,202
 

President and

    2017   $ 596,154       $ 1,558,865   $ 1,861,505   $ 1,072,083   $ 64,609   $ 123,701   $ 5,276,917  

CEO, Celebrity

    2016   $ 546,154       $ 1,033,167       $ 639,532       $ 92,045   $ 2,310,898  

Cruises

                                                       

Harri U. Kulovaara

 

2018

 

$

692,308

 

$

450,000

 

$

893,480

 

$

934,236

 

$

764,728

 





$

109,262

 

$

3,844,014
 

EVP, Maritime

                                     

(1)
Amounts reflect base salary paid during the applicable calendar year in accordance with our bi-weekly payroll cycle. Although there are generally 26 pay periods in each calendar year, depending on the start and end dates of each cycle, there could be a higher (27) or lower (25) number of pay periods (or portions thereof) in any given year.

(2)
The columns titled "Stock Awards" report the fair value of restricted stock unit awards at their grant date in 2018, 2017 and 2016, as applicable, calculated in accordance with the provisions of FASB ASC Topic 718. The columns titled "Stock Awards" also include the value of the performance shares. This amount represents the fair value of the performance shares 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. the target value of the awards). The value of the 2018 performance shares on the service inception date assuming that the highest level of performance conditions will be achieved for Messrs. Fain, Liberty, Bayley, Kulovaara and Ms. Lutoff-Perlo is $11,550,052, $2,554,687, $3,690,131, $1,080,083, $2,159,913, respectively. For the assumptions used in valuing these awards for purposes of computing this expense, please see Note 12 of the consolidated financial statements in the Company's Annual Report for the year ended December 31, 2018.

(3)
Amounts reflect cash bonus amounts earned pursuant to the Executive Bonus Plan.

(4)
Each of the NEOs participated in the Royal Caribbean Cruises Ltd. Retirement Savings Plan as of December 31, 2018. Prior to January 1, 2009, each of the NEOs participated in the Royal Caribbean Cruises Ltd. SERP. In 2018, 2017 and 2016, certain of the NEOs continued to maintain a balance in the SERP of amounts accrued prior to January 1, 2009. The aggregate above-market earnings on these NEO's holdings in the SERP are listed under the column titled "Change in Pension Value Earnings." The above-market portion of earnings is calculated as the total earnings in the plan, less the earnings that would have been achieved under an annual growth rate equal to 120% of the applicable federal long-term rate at the end of each year.

(5)
We report annual Executive Bonus Plan awards in the column titled "Non-Equity Incentive Plan Compensation". For Mr. Kulovaara, the amount reported in the "Bonus" column reflects a discretionary bonus awarded to Mr. Kulovaara in recognition of his efforts in connection with our newbuild program.

(6)
Please see the following table entitled "2018 All Other Compensation" for an itemized disclosure of this element of compensation.

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2018 All Other Compensation

 
  Perquisites   Benefits    
 
Name
  Auto
Lease(1)
  Other
Perquisites(2)
  Life
Insurance
Policies
  Company Contributions
to Qualified Deferred
Compensation Plans(3)
  Benefit
Payouts(4)
  Total  

Richard D. Fain

  $ 24,298   $ 0   $ 23,650   $ 27,500   $ 82,500   $ 157,948  

Jason T. Liberty

  $ 18,317   $ 41,947   $ 1,821   $ 27,500   $ 51,346   $ 140,932  

Michael W. Bayley

  $ 14,400   $ 79,935   $ 6,020   $ 27,500   $ 59,577   $ 187,432  

Lisa Lutoff-Perlo

  $ 25,875   $ 36,669   $ 5,130   $ 27,500   $ 41,346   $ 136,520  

Harri U. Kulovaara

  $ 14,400   $ 17,127   $ 8,505   $ 27,500   $ 41,731   $ 109,262  

(1)
These amounts include payments or allowance for auto lease, maintenance and repairs, registration and insurance.

(2)
Other perquisites include the incremental cost of airline expense for spouse travel, discounts on Company cruises, personal tax consulting services and executive physicals. The value of discounts on Company cruises for Messrs. Liberty and Bayley are $41,947 and $44,518, respectively, and the value of personal tax consulting services for Mr. Bayley is $35,417.

(3)
Represents Company contributions to the Royal Caribbean Cruises Ltd. Retirement Savings Plan.

(4)
Since January 1, 2009, in lieu of contributions to the SERP, each NEO receives, on an annual basis, a lump-sum cash payment of the benefits that would have been accrued under the SERP for services in a given year but for the adoption of Section 457A of the Internal Revenue Code effective as of January 1, 2009. The amounts included in this column represent amounts payable to the NEOs for service in 2018, all of which are taxable as ordinary income.

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Grants of Plan-Based Awards in 2018

        The following table provides information for each of the NEOs regarding the range of awards potentially available for service in 2018 under our Executive Bonus Plan and equity awards granted in 2018.


2018 Grants of Plan-Based Awards

 
   
   
   
   
   
   
   
  All Other
Stock Awards:
Number of
Shares of
Stocks or
Units
   
 
 
   
  Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)
  Estimated Future Payouts
Under Equity Incentive Plan
Awards(2)
   
 
 
   
  Grant Date
Fair Value
of Stock
Awards
 
 
  Grant
Date
 
Name
  Threshold   Target   Maximum   Threshold   Target   Maximum  

    

                                     

Richard D. Fain

  2018  


$ 2,200,000   $ 6,600,000  














  2/13/18  











44,785   89,570  


$ 5,775,026 (3)

  2/13/18  

















14,928   $ 1,889,541 (4)

Jason T. Liberty

   
2018
   

 
$

1,080,000
 
$

2,880,000
   

   

   

   

   

 

    2/13/18                     10,469     20,938       $ 1,277,344 (3)

    2/13/18                             6,979   $ 859,603 (4)

Michael W. Bayley

 

2018

 





$

1,144,000

 

$

3,050,667

 
















  2/13/18  











15,122   30,244  


$ 1,845,065 (3)

  2/13/18  

















10,081   $ 1,241,677 (4)

Lisa Lutoff-Perlo

   
2018
   

 
$

875,000
 
$

2,333,333
   

   

   

   

   

 

    2/13/18                     8,375     16,750       $ 1,079,956 (3)

    2/13/18                             5,584   $ 706,806 (4)

Harri U. Kulovaara

 

2018

 





$

490,000

 

$

1,306,667

 
















  1/25/18  











4,111   8,222  


$ 540,042 (3)

  1/25/18  

















2,740   $ 353,438 (4)

  9/5/18  

















8,279   $ 934,236 (4)

(1)
These values represent the target and maximum payouts under the Executive Bonus Plan.

(2)
These amounts represent the target and maximum number of shares underlying the performance shares authorized by the Talent and Compensation Committee on the service inception date of February 13, 2018 for the grants to Messrs. Fain, Liberty, Bayley and Ms. Lutoff-Perlo and January 25, 2018 for the grant to Mr. Kulovaara. The actual payout levels for the grants authorized on February 13, 2018 and January 25, 2018 will be set by the Talent and Compensation Committee in early 2021 following the end of the three-year performance period. The performance shares vest in one installment on the later of the third anniversary of the service inception date and the date on which the actual payout levels are set by the Talent and Compensation Committee.

(3)
Under 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 discretion provided to the Talent and Compensation Committee to make adjustments to the payout levels. Therefore, the amount reported in the table 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. the target value of the awards). See Note 12 of the consolidated financial statements in the Company's Annual Report for the year ended December 31, 2018, regarding assumptions underlying the valuation of these awards.

(4)
The grant date fair values of the equity awards are calculated in accordance with FASB ASC Topic 718. See Note 12 of the consolidated financial statements in the Company's Annual Report for the year ended December 31, 2018, regarding assumptions underlying the valuation of these awards.

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Employment Agreements

        We have employment agreements with each of our NEOs. These agreements are intended to enhance the retention and motivation of these key employees and include provisions protecting the Company such as non-competition and non-solicitation clauses. The terms of the employment agreements are summarized below and apply uniformly to all of our NEOs, except that Ms. Lutoff-Perlo's agreement is with Celebrity Cruises Inc.

        Pursuant to each employment agreement, each NEO is entitled to receive an annual base salary, which may be increased, but not decreased, at any time during the term at our sole discretion. Each NEO is also eligible to participate in and receive awards, in our discretion, pursuant to any cash incentive compensation programs and any equity or long-term incentive plans on terms available to similarly situated executives of the Company.

        Each NEO's employment can be terminated by us or by them at any time. If we terminate a NEO's employment without "cause" or if the NEO resigns for "good reason" (as both terms are defined in the applicable employment agreement), he or she is entitled to (i) two times his or her then-current base salary payable over the two-year period following termination, (ii) two times his or her "target" bonus under the annual Executive Bonus Plan for the year in which the termination of employment occurs, generally payable in accordance with our normal bonus payment practices, (iii) continued payment of health and medical benefits for a period of two years commencing on the date of termination, or until such time that he or she commences employment with a new employer, whichever occurs first, and (iv) payment of reasonable professional search fees relating to outplacement. At our sole discretion, each NEO is also eligible to receive a one-time lump-sum termination bonus to be paid two years after the date of termination in an amount not to exceed 50% of his or her base salary as of the date of termination. All of these payments are conditioned on the NEO executing a general release of claims for the benefit of the Company.

        If the NEO's employment is terminated as a result of the NEO's death or disability, the NEO, or his or her legal representative, is entitled to, within 60 days of the NEO's death or disability (i) payment in a lump sum of compensation equal to two times his or her base salary in effect at the time of termination of employment, (ii) payment of the "target" bonus he or she would have been entitled to receive in each year during the two year period commencing on the date of termination under the annual Executive Bonus Plan and (iii) any death or disability benefit, as applicable, provided in accordance with the terms of the Company's employee benefit plans then in effect. If the NEO's employment is terminated for cause, we have no obligation to provide severance payments, except for certain amounts that were earned and unpaid as of the date of termination or as required by law.

        Any outstanding equity grants held by the NEO at the time of termination will be treated in the manner provided for in each equity grant. Please see further information regarding treatment of equity grants under the heading "Payment Upon Termination of Employment."

        Each NEO has agreed not to compete with the Company or its affiliates during the term of employment and for two years following termination of employment and to refrain from (i) employing the Company's or its affiliates' employees during this period or (ii) soliciting employees, consultants, lenders, suppliers or customers from discontinuing, modifying or reducing the extent of their relationship with the Company during such period. During the term of the agreements and subsequent thereto, the NEOs have agreed not to disclose or use any confidential information.

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        The following table provides information on the holdings of stock options, RSUs and performance shares by the NEOs at December 31, 2018.


Outstanding Equity Awards at 2018 Fiscal Year-End

 
  Option Awards   Stock Awards  
Name
  Number of
Securities
Underlying
Unexercised
Options –
Exercisable
  Option
Exercise
Price
  Option
Expiration
Date
  Number of Shares
or Units of Stock
Held That Have
Not Vested
  Market Value
of Shares or
Units of
Stock Held that
Have Not Yet
Vested(1)
  Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares That
Have Not
Vested
  Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares That
Have Not
Vested(1)
 

    

                             

Richard D. Fain

  35,012   $ 25.16   2/8/20          

  37,513   $ 46.18   2/8/21          

        120,980 (2) $ 11,830,634   211,104 (7) $ 20,643,860  

Jason T. Liberty

                     
60,405

(3)

$

5,907,005
   
43,666

(8)

$

4,270,098
 

Michael W. Bayley

 


 



 



 


86,642

(4)

$

8,472,721

 


68,124

(9)

$

6,661,846
 

Lisa Lutoff-Perlo

                     
48,258

(5)

$

4,719,150
   
37,584

(10)

$

3,675,339
 

Harri U. Kulovaara

 


 



 



 


27,042

(6)

$

2,644,437

 


17,692

(11)

$

1,730,101
 

(1)
The market value of unvested and unearned stock awards is calculated as of December 31, 2018, as the aggregate number of shares underlying outstanding unvested RSUs and performance shares multiplied by the year end closing stock price of $97.79.

(2)
Includes (i) 14,928 RSUs which vested on February 13, 2019 and (ii) 106,052 performance shares which vested on February 12, 2019.

(3)
Includes (i) 1,312 RSUs which vested on February 6, 2019, (ii) 4,482 RSUs, one-half of which vested on February 9, 2019 and the remainder of which is scheduled to vest on February 9, 2020, (iii) 5,682 RSUs, one-third of which vested on February 7, 2019 and the remainder of which is scheduled to vest in equal installments on February 7, 2020 and February 7, 2021, (iv) 6,979 RSUs, one-fourth of which vested on February 13, 2019 and the remainder of which is scheduled to vest in equal installments on February 13, 2020, February 13, 2021 and February 13, 2022, (v) 25,633 RSUs, 10% of which is scheduled to vest on September 27, 2019, 25% of which are scheduled to vest on each of September 27, 2020 and September 27, 2021, and 40% of which are scheduled to vest on September 27, 2022, and (vi) 16,317 performance shares which vested on February 12, 2019.

(4)
Includes (i) 2,461 RSUs, which vested on February 6, 2019, (ii) 8,404 RSUs, half of which vested on February 9, 2019 and the remainder of which is scheduled to vest on February 9, 2020, (iii) 9,470 RSUs, one-third of which vested on February 7, 2019 and the remainder of which is scheduled to vest in equal installments on February 7, 2020 and February 7, 2021, (iv) 10,081 RSUs, one-fourth of which vested on February 13, 2019 and the remainder of which is scheduled to vest in equal installments on February 13, 2020, February 13, 2021 and August 2, 2021, (v) 25,633 RSUs, 10% of which is scheduled to vest on September 27, 2019, 25% of which are scheduled to vest on each of September 27, 2020 and September 27, 2021, and 40% of which are scheduled to vest on September 27, 2022, and (vi) 30,593 performance shares, which vested on February 12, 2019.

(5)
Includes (i) 1,312 RSUs which vested on February 6, 2019, (ii) 4,108 RSUs, one-half of which vested on February 9, 2019 and the remainder of which is scheduled to vest on February 9, 2020, (iii) 5,208 RSUs, one-third of which vested on February 7, 2019 and the remainder of which is scheduled to vest in equal installments on February 7, 2020 and April 19, 2020, (iv) 5,584 RSUs, one-fourth of which vested on February 13, 2019, one-fourth of which is scheduled to vest on February 13, 2020 and the remainder of which is scheduled to vest on April 19, 2020, (v) 17,089 RSUs, 10% of which is scheduled to vest on September 27, 2019, 25% of which are scheduled to vest on each of September 27, 2020 and September 27, 2021, and 40% of which are scheduled to vest on September 27, 2022, and (vi) 14,957 performance shares which vested on February 12, 2019.

(6)
Includes (i) 2,740 RSUs, which vested on January 25, 2019, (ii) 8,544 RSUs, 10% of which is scheduled to vest on September 27, 2019, 25% of which are scheduled to vest on each of September 27, 2020 and September 27, 2021, and 40% of which are scheduled to vest on September 27, 2022, (iii) 8,279 RSUs, 10% of which is scheduled to vest on September 5, 2020, 25% of which is scheduled to vest on each of September 5, 2021 and September 5, 2022 and 40% of which is scheduled to vest on September 5, 2023, and (iv) 7,479 performance shares which vested on February 12, 2019.

(7)
Includes (i) 121,534 performance shares scheduled to vest on the date in 2020 when the Talent and Compensation Committee sets the actual payout level for purposes of such grant and (ii) 89,570 performance shares scheduled to vest on the date in 2021 when the Talent and Compensation Committee sets the actual payout level for purposes of such grant. The performance shares scheduled to vest in 2020

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    and 2021 included in the table represent the maximum number of performance shares authorized by the Talent and Compensation Committee in February 2017 and February 2018, respectively.

(8)
Includes (i) 22,728 performance shares scheduled to vest on the date in 2020 when the Talent and Compensation Committee sets the actual payout level for purposes of such grant and (ii) 20,938 performance shares scheduled to vest on the date in 2021 when the Talent and Compensation Committee sets the actual payout level for purposes of such grant. The performance shares scheduled to vest in 2020 and 2021 included in the table represent the maximum number of performance shares authorized by the Talent and Compensation Committee in February 2017 and February 2018, respectively.

(9)
Includes (i) 37,880 performance shares scheduled to vest on the date in 2020 when the Talent and Compensation Committee sets the actual payout level for purposes of such grant and (ii) 30,244 performance shares scheduled to vest on the date in 2021 when the Talent and Compensation Committee sets the actual payout level for purposes of such grant. The performance shares scheduled to vest in 2020 and 2021 included in the table represent the maximum number of performance shares authorized by the Talent and Compensation Committee in February 2017 and February 2018, respectively.

(10)
Includes (i) 20,834 performance shares scheduled to vest on the date in 2020 when the Talent and Compensation Committee sets the actual payout level for purposes of such grant and (ii) 16,750 performance shares scheduled to vest on the date in 2021 when the Talent and Compensation Committee sets the actual payout level for purposes of such grant. The performance shares scheduled to vest in 2020 and 2021 included in the table represent the maximum number of performance shares authorized by the Talent and Compensation Committee in February 2017 and February 2018, respectively.

(11)
Includes (i) 9,470 performance shares scheduled to vest on the date in 2020 when the Talent and Compensation Committee sets the actual payout level for purposes of such grant and (ii) 8,222 performance shares scheduled to vest on the date in 2021 when the Talent and Compensation Committee sets the actual payout level for purposes of such grant. The performance shares scheduled to vest in 2020 and 2021 included in the table represent the maximum number of performance shares authorized by the Talent and Compensation Committee in February 2017 and January 2018, respectively.

Option Exercises and Stock Vested in 2018

        The following table provides information for the NEOs on stock option exercises and RSU and performance share vestings during 2018, including the number of shares acquired upon exercise or vesting and the value realized, before payment of any applicable withholding tax and broker commissions.


Option Exercises and Stock Vested in 2018

 
  Option Awards   Stock Awards  
Name
  Number of
Shares
Acquired on
Exercise
  Value
Realized on
Exercise
  Number of
Shares
Acquired on
Vesting
  Value
Realized on
Vesting
 

Richard D. Fain

  81,587   $ 7,804,204   96,514   $ 12,159,793  

Jason T. Liberty

            16,050   $ 2,014,150  

Michael W. Bayley

 





29,619   $ 3,715,575  

Lisa Lutoff-Perlo

            15,449   $ 1,938,307  

Harri U. Kulovaara

 





9,473   $ 1,197,401  

Payments Upon Termination of Employment

        The following table represents payments and benefits to which the 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, 2018. The table does not include amounts a NEO would be entitled to receive without regard to the circumstances of termination, such as vested equity awards or accrued retirement benefits (if retirement eligible) and deferred compensation. Please see the "Outstanding Equity Awards at 2018 Fiscal Year End" table for more information. In most cases, the NEOs' entitlements upon termination of employment are governed by their employment agreement with the Company. These arrangements 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 termination of employment in connection with a change of control.

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2018 Payments Upon Termination of Employment

 
   
  Termination Type  
Name
  Benefit   Voluntary
Quit
  Death or
Disability
  Termination
w/o Cause or
for Good
Reason
  Involuntary
Termination
for Cause
  "Change of
Control
Termination"
  Retirement  

Richard D. Fain

  Severance Payment  


$ 2,200,000   $ 2,200,000  


$ 2,200,000  


  Settlement of Outstanding Annual Bonus Award  


$ 4,400,000   $ 4,400,000  


$ 4,400,000  


  Settlement of Outstanding Equity Awards (Restricted Stock Units and Performance Shares)  


$ 17,479,963  





$ 17,479,963  


  Medical and Dental Benefits Continuation  





$ 16,345  


$ 16,345  


  Outplacement Services  





$ 25,000  


$ 25,000  


               

  Total   $ 0   $ 24,079,963   $ 6,641,345   $ 0   $ 24,121,308   $ 0  

Jason T. Liberty

  Severance Payment       $ 1,600,000   $ 1,600,000       $ 1,600,000      

  Settlement of Outstanding Annual Bonus Award       $ 2,160,000   $ 2,160,000       $ 2,160,000      

  Settlement of Outstanding Equity Awards (Restricted Stock Units and Performance Shares)       $ 7,323,102           $ 7,323,102      

  Medical and Dental Benefits Continuation           $ 23,793       $ 23,793      

  Outplacement Services           $ 25,000       $ 25,000    
 

  Total   $ 0   $ 11,083,102   $ 3,808,793   $ 0   $ 11,131,895   $ 0  
               

Michael W. Bayley

  Severance Payment  


$ 1,760,000   $ 1,760,000  


$ 1,760,000  


  Settlement of Outstanding Annual Bonus Award  


$ 2,288,000   $ 2,288,000  


$ 2,288,000  


  Settlement of Outstanding Equity Awards (Restricted Stock Units and Performance Shares)  


$ 10,455,707  





$ 10,455,707  


  Medical and Dental Benefits Continuation  





$ 23,793  


$ 23,793  


  Outplacement Services  





$ 25,000  


$ 25,000  


               

  Total   $ 0   $ 14,503,707   $ 4,096,793   $ 0   $ 14,552,500   $ 0  

Lisa Lutoff-Perlo

  Severance Payment       $ 1,400,000   $ 1,400,000       $ 1,400,000      

  Settlement of Outstanding Annual Bonus Award       $ 1,750,000   $ 1,750,000       $ 1,750,000      

  Settlement of Outstanding Equity Awards (Restricted Stock Units and Performance Shares)       $ 5,897,813           $ 5,897,813      

  Medical and Dental Benefits Continuation           $ 16,345       $ 16,345      

  Outplacement Services           $ 25,000       $ 25,000    
 

  Total   $ 0   $ 9,047,813   $ 3,191,345   $ 0   $ 9,089,158   $ 0  
               

Harri U. Kulovaara

  Severance Payment  


$ 1,400,000   $ 1,400,000  


$ 1,400,000  


  Settlement of Outstanding Annual Bonus Award  


$ 980,000   $ 980,000  


$ 980,000  


  Settlement of Outstanding LTIP Equity Awards (Restricted Stock Units and Performance Shares)  


$ 3,179,935  





$ 3,179,935  


  Medical and Dental Benefits Continuation  





$ 15,498  


$ 15,498  


  Outplacement Services  





$ 25,000  


$ 25,000  


               

  Total   $ 0   $ 5,559,935   $ 2,420,498   $ 0   $ 5,600,433   $ 0  

        With respect to the treatment of outstanding equity awards, generally, for each NEO, unvested stock options, restricted stock units and performance shares will vest and be exercisable, or settled, as applicable, in the event of the executive's death or disability, as well as in the event of 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

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control" (as such terms are defined in the applicable equity incentive plan). With respect to the performance shares, if death or disability occurs during the performance period, the performance shares will vest based on the target number of shares underlying the award. If the NEO's employment is terminated without "cause" or by the executive for "good reason" within 18 months following a "change of control," the performance shares will vest based upon the Talent and Compensation Committee's then best estimate of the shares that will be awardable at the end of the performance period.

Compensation Risk

        In order to assess the risk inherent in the design of our compensation plans, policies and programs, management regularly undertakes a comprehensive inventory of all plans and programs. In accordance with screening methodology approved by the Talent and Compensation Committee, in late 2018, management reviewed each plan and program for risk features and presented its findings to the Talent and Compensation Committee. Based on this review, management and the Talent and Compensation Committee believe that the nature of our business, and the material risks we face, are such that the compensation plans, policies and programs we have put in place are not reasonably likely to give rise to risks that would have a material adverse effect on our business. We believe our compensation programs and decisions include qualitative factors which restrain the influence that an overly formulaic approach may have on excessive risk-taking by management.

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"). The Company's PEO is our CEO. The Company is presenting the required disclosure as follows:

        We had approximately 77,000 employees as of December 31, 2018. For our pay ratio disclosure with respect to 2017 compensation, we calculated median gross wages for our employee population and identified our median employee, who we determined to be a crew member. There has been no change in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. We have therefore used the same median employee for our pay ratio disclosure with respect to 2018 compensation, as permitted by Item 402(u) of Regulation S-K. The median employee's total compensation for 2018, calculated consistent with Item 402(c) of Regulation S-K, was $19,396. This figure includes gratuities directly billed to our guests, but excludes any cash gratuities paid directly to the employee by guests. It also excludes room and board, which is provided to our crew members without charge. 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 pay to the median employee's pay is 640:1.

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PROPOSAL 2 — ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

        In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our shareholders have the opportunity to cast an annual advisory vote to approve the compensation of our named executive officers.

        As described in detail under the heading "Compensation Discussion and Analysis," we adhere to a pay-for-performance philosophy and, to this end, our executive compensation programs are designed to align the interests of our executives with the interests of our shareholders, recruit, retain and motivate a talented and high-performing management team and reward our NEOs for their positive contributions to both short-term and long-term corporate performance. Shareholders are urged to read the Compensation Discussion and Analysis, which discusses in detail how our compensation policies and procedures implement our compensation philosophy.

        The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our NEOs. The vote is advisory, which means that the vote is not binding on the Company, our Board or the Talent and Compensation Committee. To the extent there is any significant vote against our NEO compensation as disclosed in this proxy statement, the Talent and Compensation Committee will evaluate whether any actions are necessary to address the concerns of shareholders.

        Accordingly, we ask our shareholders to vote on the following resolution:

      RESOLVED, that the shareholders of the Company approve, on an advisory basis, the overall compensation of the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosures set forth in the proxy statement for this Annual Meeting.

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

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PROPOSAL 3 — RATIFICATION OF PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        The Audit Committee has appointed PricewaterhouseCoopers LLP as our principal independent auditor for the fiscal year ending December 31, 2019. PricewaterhouseCoopers LLP has served in this capacity since 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 legally required, the Board believes that such action is desirable. If the shareholders do not approve this proposal, the Audit Committee will consider selecting another independent registered public accounting firm for fiscal year 2019 and future fiscal years.

        Aggregate fees for professional services rendered by PricewaterhouseCoopers LLP for the fiscal years ended December 31, 2018 and 2017 were:

 
  2018   2017  

Audit fees

  $ 4,768,002   $ 2,866,658  

Audit-related fees

  $ 184,645   $ 160,192  

Tax fees

  $ 1,928,702   $ 388,318  

All other fees

  $ 9,900   $ 9,000  
   

Total

  $ 6,891,249   $ 3,424,168  
   
   
   

        Pursuant to the terms of its charter, the Audit Committee approves all audit and audit-related engagement fees and terms and all non-audit engagements with the principal independent auditor. The Chairman of the Audit Committee also has the authority to approve any non-audit engagements with the independent registered public accounting firm but must report any such approvals to the Audit Committee at its next meeting. Our Audit Committee was not called upon in the fiscal year ended December 31, 2018, to approve, after the fact, any non-audit, review or attest services pursuant to the pre-approval waiver provisions of the auditor independence rules of the SEC and the Audit Committee charter. As permitted under such SEC provisions, the Audit Committee approved, after the fact, certain services in the amount equivalent to less than 1% of the non-audit services during the fiscal year ended December 31, 2017.

        The audit fees for the fiscal years ended December 31, 2018 and 2017 were for professional services rendered for the integrated audits of the Company's consolidated financial statements and system of internal control over financial reporting, quarterly reviews, statutory audits required by foreign jurisdictions, consents and review of documents filed with the SEC.

        The audit-related fees for the fiscal years ended December 31, 2018 and 2017 were for the audits of the Company's retirement savings plan and other attest services.

        Tax fees for the fiscal years ended December 31, 2018 and 2017 were for services performed in connection with international tax compliance, transfer pricing and organizational tax structure feasibility services.

        All other fees for the fiscal years ended December 31, 2018 and 2017 were for subscription fees for accounting and auditing research software.

        The Audit Committee has considered and determined that the services provided by PricewaterhouseCoopers LLP are compatible with maintaining PricewaterhouseCoopers LLP's independence.

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR PRINCIPAL INDEPENDENT AUDITOR FOR THE 2019 FISCAL YEAR.

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REPORT OF THE AUDIT COMMITTEE

        The Audit Committee is composed of four non-management directors, each of whom meets the independence and financial literacy requirements of the New York Stock Exchange. In addition, three of the four members qualify as "audit committee financial experts" as defined by the SEC.

        The Audit Committee operates under a written charter adopted by the Board of Directors, which may be accessed on our website at rclcorporate.com/investors. The Audit Committee reviews and assesses the adequacy of its charter on an annual basis. In accordance with the charter, the Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the integrity of the Company's financial statements; the qualifications, independence and performance of the Company's principal independent auditor; the performance of the Company's internal audit function; and the Company's compliance with legal and regulatory requirements in connection with the foregoing.

        It is the responsibility of the Company's management to prepare the Company's financial statements and to develop and maintain adequate systems of internal control over financial reporting. The internal auditor's responsibility is to review and, when appropriate, audit the internal control over financial reporting. The Company's principal independent auditor has the responsibility to express an opinion on the financial statements and internal control over financial reporting based on an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (the "PCAOB").

        As part of its oversight of the Company's financial statements, the Audit Committee reviews and discusses with both management and the Company's principal independent auditor all annual and quarterly financial statements prior to their issuance. During 2018, management advised the Audit Committee that each set of financial statements reviewed had been prepared in accordance with generally accepted accounting principles, and management reviewed significant accounting and disclosure issues with the Audit Committee. These reviews included discussion with the principal independent auditor of matters required to be discussed pursuant to the PCAOB's Auditing Standard No. 1301 (Communication with Audit Committees), including the quality of the Company's accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The Audit Committee also discussed with the principal independent auditor matters relating to its independence, including the written disclosures and letter from the principal independent auditor to the Audit Committee pursuant to applicable PCAOB requirements regarding the independent accountants' communications with the Audit Committee concerning independence. The Audit Committee has also considered whether the provision of non-audit services is compatible with maintaining the independence of the principal independent auditor.

        The Audit Committee also has reviewed and discussed with management, the internal auditor and the principal independent auditor the Company's internal controls report and the auditor's attestation of the report.

        Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, for filing with the SEC.

THE AUDIT COMMITTEE

William L. Kimsey, Chairman
Maritza G. Montiel
Bernt Reitan
Vagn O. Sørensen

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PROPOSAL 4 — SHAREHOLDER PROPOSAL REGARDING POLITICAL
CONTRIBUTIONS DISCLOSURE

        The Comptroller of the State of New York, Thomas P. DiNapoli, 59 Maiden Lane, 30th Floor, New York, New York 10038, is the trustee of the New York State Common Retirement Fund (the "Fund") and has advised the Company that he intends to present a proposal at this year's Annual Meeting on behalf of the Fund. The Fund represented that it held a total of 409,105 shares of the Company's common stock as of the date the proposal was submitted. In accordance with applicable proxy regulations, the proposal and the supporting statement, for which the Board and the Company accept no responsibility, are reproduced below.

********************************

Resolved, that the shareholders of Royal Caribbean Cruises Ltd. ("Company") hereby request that the Company provide a public report, updated semiannually, disclosing the Company's:

    1.
    Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.

    2.
    Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:

    a.
    The identity of the recipient as well as the amount paid to each; and

    b.
    The title(s) of the person(s) in the Company responsible for decision-making.

The report shall be presented to the board of directors or relevant board committee and posted on the Company's website within 12 months from the date of the annual meeting. This proposal does not encompass lobbying spending.

Supporting Statement

        As long-term shareholders of Royal Caribbean Cruises Ltd., we support transparency and accountability in corporate spending on political activities. These include any activities considered intervention in any political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations; independent expenditures; or electioneering communications on behalf of federal, state, or local candidates.

        Disclosure is in the best interest of the company and its shareholders. Moreover, the Supreme Court's Citizens United decision recognized the importance of political spending disclosure for shareholders when it said, "[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages." Gaps in transparency and accountability may expose the company to reputational and business risks that could threaten long-term shareholder value.

        Relying on publicly available data does not provide a complete picture of the Company's political spending. For example, the Company's payments to trade associations used for political activities are undisclosed and unknown. In some cases, even management does not know how trade associations use their company's money politically. The proposal asks the Company to disclose all of its political spending, including payments to trade associations and other tax exempt organizations used for political purposes. This would bring our Company in line with a growing number of leading companies that support political disclosure and accountability and present this information on their websites.

        The Company's Board and its shareholders need comprehensive disclosure to be able to fully evaluate the political use of corporate assets. We urge your support for this critical governance reform.

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Board of Directors' Response

        After careful consideration, and for the following reasons, the Board believes that the proposal is not in the best interests of the Company or its shareholders, and the Board recommends voting "AGAINST<