ROYAL CARIBBEAN CRUISES LTD — Proxy Solicitation & Information Statement 2025

Apr 18, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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2025

Notice of Annual Meeting

and Proxy Statement

Who We Are

We are one of the largest and most successful cruise companies in the world operating

through our three global brands: Royal Caribbean, Celebrity Cruises and Silversea Cruises,

and also through our partner brands: TUI Cruises and Hapag-Lloyd Cruises, in which we own a

50% stake. Together, our brands represent a combined total of 67 ships in the cruise vacation

industry traveling to approximately 1,000 destinations around the world.

As used in this Proxy Statement, the terms “Royal Caribbean Group,” “RCG,” the “Company,” “we,” “our” and “us” refer to

Royal Caribbean Cruises Ltd. and our wholly owned global cruise brands. Our partner brands are unconsolidated investments

and therefore our operating results and other disclosures herein do not include these brands.

2025 Proxy Statement i

TABLE OF CONTENTS

Letter from the Chief Executive Officer

Dear fellow shareholders,

2024 was an exceptional year for Royal Caribbean Group,

marked by significant achievements and robust financial

performance. We delivered total revenues of $16.5 billion

and Net Income of $2.9 billion, or $3.2 billion on an

adjusted basis. This performance translates to Earnings

Per Share (EPS) of $10.94, or $11.80 Adjusted EPS,

nearly 70% higher than the prior year earnings. These

results not only exceeded our initial expectations – they

reflect the strong consumer appetite for our vacation

experiences and our team’s best-in-class execution. L oad

factors averaged above 108% and we achieved significant

pricing strength and onboard revenue growth versus 2023.

The bottom line: we surpassed the ambitious targets we

set, with earnings growth and margins that put us firmly

ahead of our recovery trajectory. We aren’t just back, we

are leading the industry into the future.

Strategic Highlights

Throughout 2024, we advanced key strategic initiatives to

enhance our offerings and fuel future growth. We achieved

our “Trifecta” financial goals a full 18 months early, hitting

all three objectives – over $100 in Adjusted EBITDA per

APCD, Return on Invested Capital in the teens, and

double-digit Adjusted EPS. This milestone speaks to the

effectiveness of our formula for success: moderate

capacity growth, moderate yield growth, and strong cost

control – a formula that continues to drive margin

expansion and solid returns.

We also expanded our fleet and announced further

expansion of our destination portfolio. Early in the year, we

celebrated the historic debut of Icon of the Seas, the first

in a revolutionary new class of ships and the culmination

of more than 50 years of innovation to create the ultimate

family vacation experience. The market response to Icon

exceeded all expectations. We followed this with the

launch of Utopia of the Seas – our newest Oasis-class

ship designed for short getaways – and Silversea's Silver

Ray, each contributing to our growth and commitment to

guest satisfaction.

Just this year, we broke ground on our first Royal Beach

Club in The Bahamas and announced plans for another in

Cozumel, expanding our portfolio of private destinations.

We also revealed that Perfect Day at CocoCay will be

joined by the even larger Perfect Day Mexico, opening in

1. In addition, we announced that Silversea will further

enhance its Antarctica expedition offering with the new

southernmost hotel in Puerto Williams, Chile. Our strategic

initiatives – investing in new hardware, private

destinations, unique experiences, and digital innovation –

further our ability to capture a greater share of the global

$2 trillion vacation market in the years ahead.

Governance

We remain deeply committed to strong corporate

governance, effective oversight, and proactive shareholder

engagement. Our Board continues to be comprised of

highly qualified leaders who provide robust independent

oversight and play an active role in shaping our strategic

direction.

Equally important, our Board and management greatly

value dialogue with our owners. During 2024, in addition to

regular investor updates on our financial results, we

engaged with shareholders representing over half of our

shares outstanding to discuss topics including corporate

governance, corporate responsibility, and executive

compensation. This dialogue is invaluable, ensuring our

priorities remain aligned with shareholder interests and

best governance practices.

ii 2025 Proxy Statement

TABLE OF CONTENTS

Shareholder Returns and Financial Stewardship

Delivering value to our shareholders is at the core of our

strategy, and our financial stewardship is built on

disciplined growth. In 2024, we:

• Reinstated our quarterly dividend at $0.40 per share,

increasing it 38% to $0.55 per share by year end,

signaling our confidence in the future and our

commitment to sharing in the success of our business;

• Refinanced approximately $6.1 billion of high-cost

debt, significantly reducing our leverage and interest

expense; and

• Fully restored our debt profile to an unsecured,

investment-grade structure.

These milestones, along with our improving cash flows,

demonstrate our commitment to financial strength and

position us well for the future.

Our People and Culture

Underlying all our accomplishments is the hard work and

passion of our team, and a culture that sets Royal

Caribbean Group apart. I want to recognize and thank our

employees and crew members for their extraordinary

efforts this year. Every day, across our ships, private

destinations and offices, our people exemplify the values

of hospitality, safety, innovation, and “above and beyond”

service that define the Group’s culture. It is their

commitment to excellence that earned us record-high

guest satisfaction scores in 2024 and a reputation for

delivering the best vacations.

I am also proud of the positive impact our teams make in

our communities – from volunteering and charitable giving,

to embracing our many corporate responsibility efforts.

During 2024, for example, Royal Caribbean Group hosted

a global Decarbonization Summit, convening more than 70

industry leaders to accelerate collaboration on achieving

net-zero cruising. This is just one example of how our

people are driving innovation not only in guest experience

but also in responsible business practices.

Our culture of integrity, teamwork, and creativity is truly a

*This letter contains non-GAAP measures. A reconciliation of these non-GAAP financial measures to their nearest GAAP comparable financial

measure is included in the Annex.

competitive advantage – helping us attract top talent,

deepen loyalty with guests, and continually push the

boundaries of what’s possible in travel.

Looking Ahead

As we turn toward the future, Royal Caribbean Group’s

course has never been clearer or more exciting. Our new

Perfecta financial targets announced in March 202 5 will

inform our everyday decision-making, and 2025 is shaping

up to be another milestone year. But our vision extends

well beyond the next twelve months. We are entering a

new era of growth for Royal Caribbean Group – one where

we redefine what a vacation can be by leveraging our

industry-leading brands, the most innovative ships, and

our unique private destinations to expand our share of the

$2 trillion global vacation market. While we evolve and

grow, one thing remains constant: our steadfast

commitment to delivering the best vacations responsibly --

and exceptional returns for our shareholders.

Thank you for your continued trust, investment and

partnership. With your support, and thanks to the

dedication of our remarkable team, I am confident that

Royal Caribbean Group’s best days are ahead of us.

Sincerely,

JASON T. LIBERTY

President and Chief Executive Officer

Royal Caribbean Group

2025 Proxy Statement iii

TABLE OF CONTENTS

2024 Performance Highlights

Key 2024 Successes

Strong Demand Driving Strong Results*

23.8%

Gross Margin Yields

vs 2023

11.6%

Net Yields

vs 2023 in Constant

Currency

$16.5

Billion

Total revenues

$2.9

Billion

Net Income

$3.2

Billion

Adjusted Net Income

$6.0

Billion

Adjusted EBITDA

108%

Load Factor

9 Million

Vacations Delivered

with High Guest

Satisfaction Scores

Long Term Growth

3 new ships launched

Strong pipeline of 8 new ocean ships to

be delivered 2025-2028

Exclusive Collection of Land-Based

Experiences

4 new Land-Based Experiences

Opening 2025-2027

Removing friction, enabling a guest-centric

vacation experience

Leveraging data and AI to deepen

relationships with customers

Cross-brand loyalty across brands

Strong Balance Sheet and Shareholder Returns

Achieved investment

grade balance sheet

metrics

Reinstated quarterly dividend

and increased it 38%

throughout the year

Refinanced approximately

$6.1 Billion of high-cost debt

Significantly reduced leverage and interest

expense

Delivering the Best Vacations Responsibly

Achieved our goal to reduce

carbon intensity by double

digits—one year early

Diversified our energy

portfolio by growing our LNG

powered ships to four and

expanding our use of biofuel

Launched myLeadership

initiative to cultivate future

leaders

Grew local sourcing resulting

in a 15% reduction in

transportation miles for ship-

bound goods

*This section contains non-GAAP measures. A reconciliation of these non-GAAP financial measures to their nearest GAAP comparable financial

measure is included in the Annex.

2025 Proxy Statement iv

TABLE OF CONTENTS

Notice of Annual Meeting

of Shareholders

DATE & TIME

May 28, 2025

9:00 A.M., ET

LOCATION

JW Marriott Marquis Miami

255 Biscayne Blvd. Way

Miami, FL 33131

RECORD DATE

Persons holding shares of our

common stock as of the close

of business on April 10, 2025

are entitled to notice of and to

vote at the Annual Meeting or

any adjournment thereof.

How to Vote

BY INTERNET

www.proxyvote.com

BY TELEPHONE

1-800-690-6903

BY MAIL

Mark, sign and date your

proxy card and return in the

postage-paid envelope we

have provided.

Shareholders also will transact such other business as may properly come before the Annual

Meeting and any adjournment thereof.

We will furnish our proxy materials over the Internet as permitted by the rules of the U.S.

Securities and Exchange Commission. As a result, we are sending a Notice of Internet

Availability of Proxy Materials rather than a full paper set of the proxy materials, unless you

previously requested to receive printed copies. The Notice of Internet Availability of Proxy

Materials contains instructions on how to access our proxy materials on the Internet, as well

as instructions on how shareholders may obtain a paper copy of the proxy materials. This

process reduces costs associated with printing and distributing our proxy materials.

Internet voting is available to make it easier for you to vote in advance of the Annual Meeting.

The instructions on the Notice of Internet Availability of Proxy Materials or your proxy card

describe how to use these convenient services.

All shareholders are cordially invited to attend the Annual Meeting in person. Whether

or not you expect to attend, you are urged to vote as soon as possible by Internet or

mail so that your shares may be voted in accordance with your wishes. Granting a

proxy does not affect your right to revoke it later or to vote your shares in the event

you attend the Annual Meeting.

R. ALEXANDER LAKE

Chief Legal Officer and Secretary

Royal Caribbean Cruises Ltd.

April 18, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 28, 2025

On or about April 18, 2025, we mailed a Notice of Internet Availability of Proxy Materials containing

instructions on how to access our proxy statement and 2024 Annual Report. These materials are

available online at proxyvote.com .

The complete mailing address, including zip code, of our principal executive offices is

1050 Caribbean Way, Miami, Florida 33132 and our telephone number is (305) 539-6000.

References to our website in this proxy statement or the 2024 Annual Report are for the conveniences

of readers, and information available at or through our website is not part of, nor is it incorporated

by reference in, these documents.

Items of Business

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

Table of Contents

Letter from the Chief Executive Officer	i
2024 Performance Highlights	iii
Notice of Annual Meeting of Shareholders	iv
Proxy Summary	1
Corporate Governance and Board Matters	6
PROPOSAL 1 Election of Directors	6
Our Director Nominees	6
Our Board’s Composition	14
Board Selection and Evaluation	16
Corporate Governance	19
Board Committees	20
Other Governance Highlights	26
Corporate Responsibility , Culture and Governance Overview	29
PROPOSAL 2 Advisory Vote to Approve the Compensation of Our Named Executive Officers	34
Compensation Discussion and Analysis	35
Report of the Talent and Compensation Committee	55
Executive Compensation Tables	56
CEO Pay Ratio	64
Pay Versus Performance	64
Director Compensation for 202 4	69
PROPOSAL 3 Ratification of Principal Independent Registered Public Accounting Firm	71
Audit Fees	72
Report of the Audit Committee	73
Security Ownership of Certain Beneficial Owners and Management	74
Security Ownership of Directors and Executive Officers	75
Equity Compensation Plan Information	76
General Information	77
Annex - Non-GAAP Financial Metrics and Forward-Looking Statements	A-1

2025 Proxy Statement 1

TABLE OF CONTENTS

Proxy Summary

We look forward to welcoming you to our 2025 Annual Meeting of Shareholders. This important meeting provides the Board of

Directors and management with an opportunity to receive collective feedback from you, our shareholders. We place significant

value on your opinion, and we have strived to highlight in this summary key information for your consideration. We

recommend, however, that you read the entire proxy statement carefully before voting.

PROPOSAL 1

Election of Directors

The board recommends a

vote “FOR” each nominee.

Director Nominees*

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

AC Audit Committee

NGC Nominating and Corporate Governance Committee

SESH Safety, Environment, Sustainability and Health Committee

TCC Talent and Compensation Committee

Chair

Member

e *Mr. William Kimsey is not standing for re-election to the Board and his term will expire effective as of the date of the Annual Meeting.

2 2025 Proxy Statement

PROXY SUMMARY TABLE OF CONTENTS

Board Snapshot *

Demographics

Independence

Tenure

Age

Women

Hispanic

African American

Asian

• As of the date of this Proxy Statement.

Skills and Experience

Industry

Maritime

Executive

Leadership

Regulated

Business

Government /

Public Policy

Corporate

Responsibility /

Environmental

Finance /

Accounting

Global

Enterprise

Technology /

Innovation /

Cybersecurity

Consumer

Business

Risk

Management

Experience in relevant industries such as hospitality, travel, and leisure results

in a deep understanding of consumer expectations and business strategy

Experience in the maritime industry provides an understanding of marine

operations, including critical health, safety, and security aspects

Experience serving as public company CEO or other senior leadership role is valuable in

understanding and managing a range of corporate governance, risk management, strategic

planning, finance, operational and management and succession planning matters

Familiarity with highly regulated industries can provide the Board with insight and

understanding of effective strategies in managing the complex political and regulatory

landscape in which we operate

Helpful to oversee management’s interactions with governing authorities to

support desired business objectives

Valuable in contributing to and overseeing strong financial planning, reliable financial

information, robust controls and financial reporting

Experience with a global enterprise or with international markets aids the Board in

understanding diverse business environments, economic conditions, and cultures

associated with our global workforce and activities

Helps management address innovation and competitiveness in the digital age and

technology risks, including cybersecurity risks

Experience in a consumer-facing industry with an understanding of consumer expectations,

experiential marketing, and loyalty programs is valuable as the Company seeks to provide

all cruising guests with memorable vacation experiences and superior customer service

Enables directors to effectively anticipate and oversee the most significant

risks facing the Company

Strengthens the Board’s oversight and assures that strategic business imperatives and

long-term value creation are achieved within a sustainable, environmentally focused model

7 /14

6 /14

14 /14

8 /14

1 /14

8 /14

8 /14

13 /14

8 /14

9 /14

14 /14

2025 Proxy Statement 3

TABLE OF CONTENTS PROXY SUMMARY

The board recommends a

vote “FOR” this proposal .

We place significant focus on the design of our executive compensation programs as we believe their effectiveness is crucial

PROPOSAL 2

Advisory Vote to Approve the Compensation

of Our Named Executive Officers

to our success as a company. We assess our programs regularly and strive to continuously make improvements as well as

incorporate shareholder feedback.

Executive Compensation Program

Align the interests of our

executives with the interests

of our shareholders

Reward positive contributions

to both short-and long-term

corporate performance

Recruit, retain, and

motivate an

elite management team

Principles

Implementation

Total direct compensation levels

should be competitive to attract,

motivate and retain the highest

quality executives.

Our Talent and Compensation Committee seeks to establish target total direct

compensation (salary, short-term incentive and long-term incentive) at

appropriate levels relative to our Market Comparison Group, providing our

executives the opportunity to be competitively rewarded for our financial and

operational performance. Total direct compensation opportunity (i.e., maximum

achievable compensation) should increase with position and responsibility.

Performance-based and “at-risk”

incentive compensation should

constitute a substantial portion of

total compensation.

We seek to foster a pay-for-performance culture, with a significant portion of

total direct compensation being performance-based and/or “at risk.” Executives

with greater responsibilities and the ability to directly impact our strategic and

operational goals and long-term results should bear a greater proportion of the

risk if these goals and results are not achieved. Therefore, the more senior the

executive, the greater the percentage of total compensation in the form of

performance-based and/or “at risk” compensation.

Long-term incentive compensation

should align executives’ interests

with our shareholders’ interests to

further the creation of long-term

shareholder value.

We focus on ensuring that executive compensation includes a high portion of

long-term performance-based equity compensation. Awards of equity-based

compensation encourage executives to focus on our long-term growth and

prospects and incentivize executives to manage our company from the

perspective of owners with a meaningful stake and to encourage them to remain

with us for long and productive careers. Our stock ownership guidelines further

enhance the incentive to create long-term shareholder value. Equity-based

compensation also subjects our executives to market risk, a risk also borne by

our shareholders.

4 2025 Proxy Statement

PROXY SUMMARY TABLE OF CONTENTS

We provide compensation to our executives consisting of three principal elements: base salary, performance-based annual

incentive bonus and long-term equity awards. The objectives and key features of each pay element are described below.

Equity Compensation — Variable		Fixed
Time-Based Restricted Stock Units	Performance-Based Restricted Shares	Performance-Based Annual Incentive	Base Salary
Pay Elements (rounded)
Objective
• Multi-year vesting requirements align our executives’ interests with our shareholders and incentivize retention of our executive talent	• Structured to align with shareholder interests, reward the achievement of long-term goals and promote stability and corporate loyalty among the executives	• To focus executives on annual financial and operational performance • To reward executives for performance relative to our short-term goals and initiatives	• Provide a base level of income in line with expertise, experience, tenure, performance, potential and scope of responsibility
Key Features
• Vest in equal annual installments over three-year period commencing on the first anniversary date of the grant • Increases, when appropriate, are provided based on market movements, scope of responsibilities, and merit	• Earned only if specified financial performance measures are met • Measures performance over three years, with annual performance segments that have 25%, 25% and 50% weighting • PSU Awards granted in 2024 will be earned based on Adjusted EPS, ROIC, and carbon intensity reduction • PSU Awards granted in 2024 for the period ending December 2026 have potential payouts that range from 0% to 200% of target	• Earned based on company- wide and/or brand-specific (based on area of responsibility) financial and operational objective metrics and individual performance against previously established strategic goals, including, but not limited to, Adjusted EPS (corporate), adjusted brand operating income, and a corporate responsibility composite • For our President and CEO, payout is entirely based on corporate performance • For our other NEOs, 2/3 rd is determined by corporate and, if applicable, brand performance, and 1/3 rd is based on individual performance • Payouts range from 0% to 200% based on achievement of results during the year	• Set annually based on market competitiveness and in-line with performance and contributions to the achievement of Company goals • Increases, when appropriate, are provided based on market movements, scope of responsibilities, and merit

24%

30%

46%

35%

16%

22%

8%

19%

CEO

Other NEOs

CEO

Other NEOs

CEO

Other NEOs

CEO

Other NEOs

2025 Proxy Statement 5

TABLE OF CONTENTS PROXY SUMMARY

PROPOSAL 3

Ratification of Principal

Independent Registered Public

Accounting Firm

The board recommends a

vote “FOR” this proposal.

Aggregate fees for professional services rendered by PricewaterhouseCoopers LLP for the fiscal years ended December 31,

2024 and 2023 were:

	2024 ($)	2023 ($)
Audit fees (1)	4,678,355	4,352,366
Audit-related fees (2)	800,448	219,353
Tax fees (3)	14,580	13,132
All other fees (4)	3,825	3,825
Total	5,497,208	4,588,676

(1) The audit fees for the fiscal years ended December 31, 2024 and 2023 were for professional services rendered for the integrated audits

of the Company’s consolidated financial statements and system of internal control over financial reporting, quarterly reviews, statutory

audits required by foreign jurisdictions, consents, issuance of comfort letters, and review of documents filed with the SEC.

(2) The audit-related fees for the fiscal years ended December 31, 2024 and 2023 were for the audits of the Company’s retirement savings

plan, pre-implementation reviews of processes or systems, and other attest services.

(3) Tax fees for the fiscal years ended December 31, 2024 and 2023 were for services performed in connection with international tax

compliance and transfer pricing.

(4) All other fees for the fiscal years ended December 31, 2024 and 2023 were for subscription fees for accounting and auditing research

software.

6 2025 Proxy Statement

TABLE OF CONTENTS

Corporate Governance

and Board Matters

The board recommends a

vote “FOR” each nominee.

]

PROPOSAL 1

Election of Directors

Our Board currently has 14 members. Mr. Kimsey will not stand for re-election and his term on the Board will expire as of the

date of the Annual Meeting. Our Bylaws provide that the Board of Directors shall consist of between ten and fifteen directors,

C oncurrently with the Annual Meeting, the Board has set the current size of the Board to 13 directors. On the recommendation

of the Nominating and Corporate Governance Committee, the Board has nominated each of our thirteen remaining directors

for re-election to hold office until the next annual meeting of shareholders and until their successors are duly elected and

qualified. Each candidate has consented to being named in this proxy statement and serving as a director, if elected. However,

if any nominee is not able to serve, the Board can either nominate a different person or reduce the size of the Board. If the

Board nominates another individual, the persons named as proxies may vote for that nominee.

The Board unanimously recommends that shareholders vote “FOR” the election

of each of the nominees for director named below.

Our Director Nominees

Our Board is made up of a diverse group of leaders with substantial experience in their respective fields. Our director

nominees hold, and have held, senior positions as leaders of various large and complex businesses and organizations and in

government, demonstrating their ability to develop and execute significant policy and operational objectives at the highest

levels. Our nominees include current and former chief executive officers, chief financial officers, chief operating officers and

other members of senior management of large, global businesses. Through these roles, our nominees have developed

expertise in, among other things, core business strategy, operations, finance, human capital management and leadership

development, compliance, controls and risk management, as well as the skills to respond to rapidly evolving business

environments and to foster innovation and business transformation. Additionally, our nominees’ experience serving in

government and on other boards brings valuable knowledge and expertise, including in the areas of public policy, governance,

succession planning, financial reporting and regulatory compliance. Our Board believes that the combination of the various

skills, qualifications and experiences of the director nominees contributes to an effective and well-functioning Board and that,

individually and as a whole, the director nominees possess the necessary qualifications to provide effective oversight and

strategic guidance.

2025 Proxy Statement 7

TABLE OF CONTENTS OUR DIRECTOR NOMINEES

We have included below detailed biographical information for each director nominee, including career highlights, other public

directorships and select professional and community contributions, along with the top qualifications, experience, skills and

expertise we believe each director brings to our Board. Our Board considered all of these attributes when deciding to nominate

these individuals to the Board.

Richard D. Fain

BACKGROUND:

Mr. Brock retired as Chief Executive Officer of Coca Cola European Partners in December 2016,

having served in that role since the formation of that company in May 2016. Prior to that, Mr. Brock

served as Chairman and Chief Executive Officer of Coca Cola Enterprises Inc. since April 2008 and

as Chief Executive Officer since April 2006. From February 2003 until December 2005, Mr. Brock was

Chief Executive Officer of InBev, S.A., a global brewer, and from March 1999 until December 2002,

he was Chief Operating Officer of Cadbury Schweppes plc, an international beverage and

confectionery company. From April 2007 to December 2007, Mr. Brock served as a director of Dow

Jones & Company, Inc., a publisher and provider of global business and financial news. From 2004 to

2006, he served as a director of the Campbell Soup Company, a global manufacturer and marketer of

branded convenience food products. From 2003 to 2005, he served as a director of Interbrew /

Inbrew, a beer brewing company. He also served as a director of Reed Elsevier, a publisher, from

1997 to 2003. Mr. Brock is a Trustee of the Georgia Tech Foundation and a member of the

Smithsonian National Board. Mr. Brock is a member of the Board of Directors of ApJet, LLC and

thegameHERs, LLC and is Managing Director of Brock Holdings, LLC.

SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:

Mr. Brock brings senior leadership and strategic and global expertise from his most recent position as

Chairman and Chief Executive Officer of one of the world’s largest independent Coca-Cola bottlers.

Prior to his retirement, Mr. Brock demonstrated effective and efficient leadership of a complex,

publicly traded company competing in the highly competitive international beverage industry.

Age: 76

Director Since:

February 2014

Committees:

• Nominating and

Corporate Governance

Committee (Chair)

• Talent and

Compensation

Committee

Other Public

Company Boards:

• None

Chairman of the Board

Age: 77

Director Since:

January 1981

Committees:

• None

Other Public

Company Boards:

• None

BACKGROUND:

Mr. Fain served as our Chief Executive Officer from 1988 through January 2022. He has been a

director of the Company since 1981 and our Chairman since 1988. Mr. Fain is a recognized industry

leader, having participated in shipping for over 50 years and having held a number of prominent

industry positions, such as Chairman of the Cruise Lines International Association (CLIA), the largest

cruise industry trade association. He currently serves on the University of Miami Board of Trustees

and the UHealth Board of Directors. He is former chairman of the University of Miami Board of

Trustees, the Miami Business Forum,the Greater Miami Convention and Visitors Bureau, the UHealth

Board of Directors, and the United Way of Miami Dade.

SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:

Mr. Fain’s breadth of experiences, tenure and leadership provide incomparable insights into the

history, operations, and strategic vision of the Company as well as the evolution and direction of the

cruise industry as a whole. Having served as Chairman & CEO for over 33 years, Mr. Fain helped

grow the Company from a one brand Caribbean centric operation with berthing capacity of

approximately 5,000 to the second largest cruise company in the world with a portfolio of global and

regional brands that operate around the globe.

John F. Brock

8 2025 Proxy Statement

OUR DIRECTOR NOMINEES TABLE OF CONTENTS

Michael O. Leavitt

Age: 74

Director Since:

February 2022

Committees:

• Safety, Environment,

Sustainability and

Health Committee

(Chair)

Other Public

Company Boards:

• None

BACKGROUND:

Gov. Leavitt is the Co-Chairman of Health Management Associates, a health care consulting firm, and

Chairman of Leavitt Equity Partners, a private equity fund. From 2009 to 2021, he served as the

Chairman of Leavitt Partners, LLC, a health care consulting firm. He also previously served as the

United States Secretary of Health and Human Services from 2005 to 2009, the Administrator of the

Environmental Protection Agency from 2003 to 2009 and the Governor of the State of Utah from 1993

to 2003.

SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:

Gov. Leavitt brings to our Board extensive management and leadership experience, including service

as the Governor of Utah, a large state with a diverse body of constituents, and service in positions

with the U.S. government, where he oversaw and advised on issues of national concern such as

healthcare and environmental protection. These experiences were instrumental to his role as Co-

Chair of the Healthy Sail Panel in developing recommendations for cruise lines to advance their

public health response to COVID-19 and contributes to the Board’s oversight of these issues. Further,

his experience at the EPA provides the Board with valuable insight in relation to the Company’s

various environmental, social and governance initiatives.

BACKGROUND:

Mr. Howe served as U.S. Chairman and Managing Partner and Americas Area Managing Partner of

Ernst & Young (“EY”) and was a member of EY’s Global Executive Board from 2006 until his

retirement in 2018. In these roles, Mr. Howe directed strategy and operations for EY’s businesses of

over 75,000 people delivering professional services across all industry sectors. While leading EY, Mr.

Howe also was responsible for the firm’s board governance and regulatory relationships and was

executive sponsor for the firm’s focus on diversity and inclusiveness. He was with EY for 37 years.

Mr. Howe is also a member of the Board of Trustees of Carnegie Hall, the Board of the Peterson

Institute for International Economics and the Board of Trustees (Chairman) of the Liberty Science

Center. Mr. Howe was previously a member of multiple boards including Colgate University, the

Center for Audit Quality and the Financial Accounting Foundation. He currently serves as a member

of the Board of Directors of Lazard Inc.

SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:

Mr. Howe brings to the Board considerable financial and leadership experience through his service as

U.S. Chairman and Managing Partner and Americas Managing Partner of EY. He provides the board

with meaningful insight gained from his strategic and operational experience and from his extensive

board experience both at EY and in interactions with EY clients.

Age: 63

Director Since:

December 2018

Committees:

• Audit Committee

(Chair)

• Nominating and

Corporate Governance

Committee

Other Public

Company Boards:

• Lazard, Inc . (New York

Stock Exchange)

Stephen R. Ho we, Jr .

2025 Proxy Statement 9

TABLE OF CONTENTS OUR DIRECTOR NOMINEES

BACKGROUND:

Ms. McPherson served in various positions at Marriott International, Inc. for over 30 years. Most

recently, from 2009 through 2019, she served as President & Managing Director, Europe. Under her

leadership, Marriott launched five new brands in Europe and completed the successful integration of

Starwood Hotels in Europe. Since 2017, Ms. McPherson has served as a non-executive member of

the board of directors of PVH Corporation and is a member of its Audit Committee and Chair of its

Nominating & Governance Committee. In December 2023, Ms. McPherson was appointed as non-

executive member of the board of directors for Merlin Entertainments Ltd and is a member of the

Remuneration and Health, Safety & Security Committees.

SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:

Ms. McPherson brings to the board considerable experience in overseeing business operations and

development in Europe, having overseen multiple brands of hotels for Marriott. She has overseen

acquisitions and strategic partnerships and implemented and executed strategies on both a regional

and global basis. In addition, Ms. McPherson has experience managing Marriott’s global and field

sales, marketing, loyalty program, revenue management, e-commerce, worldwide reservation sales

and customer care, and sales channel strategy and analysis.

Age: 63

Director Since:

December 2020

Committees:

• Talent and

Compensation

Committee

Other Public

Company Boards:

• PVH Co rporation

(New York Stock

Exchange)

Amy McPherson

BACKGROUND:

Mr. Liberty has served as President and Chief Executive Officer since January 2022. Mr. Liberty has

held several roles since joining the Company in 2005, including most recently as Executive Vice

President and Chief Financial Officer since 2017 and, prior to that, as Senior Vice President and

Chief Financial Officer since 2013. Before his role as Chief Financial Officer, Mr. Liberty served as

Senior Vice President, Strategy and Finance from 2012 through 2013; as Vice President of Corporate

and Revenue Planning from 2010 through 2012; and as Vice President of Corporate and Strategic

Planning from 2008 to 2010. Before joining Royal Caribbean Group, Mr. Liberty was a Senior

Manager at the international public accounting firm of KPMG LLP. Mr. Liberty currently serves on the

Board of Directors of WNS Holdings.

SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:

Mr. Liberty has years of broad-based, diverse senior management experience at the Company,

including service as Executive Vice President and Chief Financial Officer, where he was responsible

for finance, strategy, shared service operations, legal, and technology matters, among other areas.

His experience and industry knowledge make him a valuable member of our Board.

Age: 49

Director Since:

N ovember 2021

Committees:

• None

Other Public

Company Boards:

• WNS (H oldings)

Limited (New York

Stock Exchange)

Jason T. Liberty

10 2025 Proxy Statement

OUR DIRECTOR NOMINEES TABLE OF CONTENTS

BACKGROUND:

Ms. Montiel served as Deputy Chief Executive Officer and Vice Chairman of Deloitte LLP from 2011

through her retirement in May 2014. Prior to these positions, she held numerous senior management

roles at Deloitte, including Managing Partner (Leadership Development and Succession, Deloitte

University) from 2009 to 2011, and Regional Managing Partner from 2001 to 2009. During Ms.

Montiel’s tenure at Deloitte, she was the Advisory Partner for many public company registrants in

addition to overseeing Deloitte’s risk function. Ms. Montiel is a board member of McCormick &

Company, where she chairs the audit committee. She also served as a member of the Board of

Directors of Comcast Corporation from June 2018 to June 2024.

SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:

Leveraging her more than 35 years of advising companies (including providing attestation services for

public companies) across a wide cross section of industries, Ms. Montiel brings to the Board

significant financial and advisory experience. The Board also benefits from her deep and broad

working knowledge of the strategic and governance challenges faced by today’s large organizations

and her experience overseeing risk and compliance in her role as Deputy CEO of Deloitte.

Age: 73

Director Since:

December 2015

Committees:

• Audit Committee

• Talent and

Compensation

Committee

Other Public

Company Boards :

• McCormick & Company

(New York Stock

Exchange)

Maritza G. Montiel

BACKGROUND:

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

2010 and served as Chair through December 2010. Prior to that, Ms. Moore was Executive Vice

President of Time Inc., where she had executive responsibilities for a portfolio of magazines including

Time, People, InStyle, Teen People, People en Español and Real Simple. Ms. Moore joined Time Inc.

in 1978 in Corporate Finance. Since then, she held consumer marketing positions at Sports

Illustrated, Fortune, Money and Discover, moving to general management of Sports Illustrated in

1983 and to publisher of People in 1991. From 1993 to May 2014, Ms. Moore served on the Board of

Directors of Avon Products Inc. She was also a director of the Wallace Foundation from 2004 through

June 2016.

SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:

Ms. Moore’s extensive experience in consumer driven publishing and media brings to the Board

recognized management and entrepreneurial capabilities. As the leader of one of the largest

magazine companies in the United States, Ms. Moore successfully expanded the footprint of many of

the company’s flagship brands and oversaw her company’s transition to digital platforms.

Age: 74

Director Since:

May 20 12

Committees:

• Talent and

Compensation

Committee

Other Public

Company Boards:

• None

Ann S. Moore

2025 Proxy Statement 11

TABLE OF CONTENTS OUR DIRECTOR NOMINEES

BACKGROUND:

Eyal Ofer has served as a director of the Company since May 1995. He is Chairman of his multi-

generational family group, Ofer Global, leading a private portfolio of international businesses

principally focused on maritime shipping, real estate, energy, technology, banking and large public

investments. These include its shipping division, Zodiac Group, an international shipping enterprise

operating one of the world's largest private diversified fleets, and its real estate arm, Global Holdings

Group, a property holding conglomerate with over 12 million square feet of real estate, specializing in

large-scale office buildings, hotels and luxury residential developments, as well as other investment

and development assets. In 2017, Eyal Ofer launched O.G. Venture Partners, a single LP Venture

Capital fund which has in excess of $1bn AUM. He also leads the group’s O.G. Energy division,

which has interests including renewable energy projects focused on wind, solar and forestry, and is a

global leader in the provision of FSO and FPSO units through Omni Offshore Terminals.

SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:

Mr. Ofer brings to the Board over 35 years of significant leadership in the international maritime

industry, including 30 years of service on our Board of Directors. Mr. Ofer also provides considerable

expertise in both real estate and finance matters, having played a leading role throughout his career

in both expanding and diversifying his family’s shipping enterprise into sectors including real estate,

cruise lines, hotels, banking and technology.

Age: 74

Director Since:

May 1995

Committees:

• Safety , Environment,

Sustainability and

Health Committee

• Nominating and

Corporate Governance

Committee

Other Public

Company Boards:

• None

Eyal M. Ofer

BACKGROUND:

Mr. Sørensen brings to the Board over 20 years of experience in the aviation industry, having served

as the President and Chief Executive Officer of Austrian Airlines Group from 2001 through 2006. Prior

to that, he served in a variety of roles with Scandinavian Airlines Systems, including as Executive

Vice President and Deputy CEO. He currently serves as a board member and chairman for a number

of corporations throughout Europe and Canada, including Air Canada, Pantheon Infrastructure Trust,

Parques Reunidos SA, CNH Industrial and Vakantie Discounter. Mr. Sørensen also previously served

on the board of Scandic Hotels AB, SSP Group and DFDS.

SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:

Mr. Sørensen’s breadth of experience in the aviation industry and the insurance industry brings useful

insight to the Board, especially with respect to matters impacting the travel industry and risk

management. He also provides significant experience within the shipping industry gained through his

prior service as Deputy Chairman of DFDS A/S, one of the largest short seas operators in Europe.

Through his service on a number of other boards in Europe and Canada, Mr. Sørensen also provides

the Board with diverse perspectives.

Age: 65

Director Since:

July 2011

Committees:

• Audit Committee

• Talent and

Compensation

Committee (Chair)

Other Public

Company Boards :

• Air Canada ( Toronto

Stock Exchange)

• CNH Industrial (New

York Stock Exchange

and Milan Stock

Exchange)

• Pantheon Infrastructure

Plc (London Stock

Exchange)

Vagn O. Sørensen

12 2025 Proxy Statement

OUR DIRECTOR NOMINEES TABLE OF CONTENTS

BACKGROUND:

Mr. Thompson currently serves as Chief Executive Officer of Cleveland Avenue, LLC, a food,

beverage and technology investment company, which he founded in 2015. From 2012 to March 2015,

Mr. Thompson served as President and Chief Executive Officer of McDonald’s Corporation.

Previously, Mr. Thompson served as President and Chief Operating Officer of McDonald’s

Corporation from 2010 to 2012 and President of McDonald’s USA from 2006 to 2010. Prior to joining

McDonald’s, Mr. Thompson served six years as an Electrical Engineer for the Northrop Corporation,

where he specialized in power supply design and manufacturing for high technology radar systems.

Mr. Thompson served as director of McDonald’s Corporation from 2011 to March 2015, a director of

Exelon Corporation from 2007 to 2013 and a director of Beyond Meat, Inc. from 2015 to May 2021.

He also served as an Advisory Board member of DocuSign, Inc. from 2015 to 2018 and a Trustee of

Purdue University from 2009 to 2022. Mr. Thompson has served as a director of Northern Trust

Corporation since March 2015 and has been a member of the board of directors of Footprint

International HoldCo Inc. since April 2021, and has served as chairman of the board since June 2021.

He also serves on numerous civic and philanthropic boards. He is a member of the Commercial and

Economic Clubs of Chicago, World Business Chicago and the Arthur M. Brazier Foundation. He

serves as a director for Northwestern Memorial HealthCare and a Trustee on the board of the

Cleveland Avenue Foundation for Education.

SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:

Mr. Thompson brings to the Board significant strategic leadership and collaboration skills as well as

valuable global business perspective. His 25-year career at McDonald’s, the world’s leading global

foodservice retailer, culminated in him leading the company from 2012 through 2015. In his role as

President & CEO of McDonald’s, Mr. Thompson directed strategy and operations for over 30,000

restaurants in over 100 countries, working closely with thousands of independent owner/operators,

corporate staff and restaurant employees around the world.

Age: 62

Director Since:

May 2015

Committees:

• Safety, Environment,

Sustainability and

Health Committee

• Talent and

Compensation

Committee

Other Public

Company Boards:

• Northern Trust

Corporation (N asd aq

Global Select Market)

Donald Thompson

BACKGROUND:

Mr. Wilhelmsen is Chairman of the board of directors of AWAS Holding AS, the holding company for

the Awilhelmsen group, one of Norway’s largest family-owned investments companies. Mr.

Wilhelmsen has been the Chairman of the board of directors since 2008 and was prior to this the

Chief Executive Officer of the Awilhelmsen group from 2005 to 2008. From 1995 to 2005 Mr.

Wilhelmsen held a variety of positions withing the Awilhelmsen Group. From 2011 until its merger into

the Awilhelmsen group in 2023, Mr. Wilhelmsen also served as Chairman of the Board of Aweco

Invest AS, a family office with financial investments, philanthropy and social impact activities.

SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:

As the leader of an investment company with varied interests across a number of business segments,

including cruise, software development for health services, insurance, real estate, retail, offshore

wind, shipping and offshore oil service, Mr. Wilhelmsen brings a diverse knowledge base and

strategic insight to the Board. As the representative of one of the Company’s largest shareholders

and one of the Company’s original founders, Mr. Wilhelmsen also provides a valuable historical

perspective to the Board.

Age: 59

Director Since:

April 2003

Committees:

• Safety , Environment,

Sustainability and

Health Committee

• Nominating and

Corporate Governance

Committee

Other Public

Company Boards:

• None

Arne Alexander Wilhelmsen

2025 Proxy Statement 13

TABLE OF CONTENTS OUR DIRECTOR NOMINEES

BACKGROUND:

Ms. Yeung served as Corporate Vice President, Operations Science and Advanced Technology at

FedEx Corporation, a global logistics company with a broad portfolio of transportation, e-commerce

and business services until December 2024. In her role, she was responsible for driving critical

aspects of FedEx’s innovation and transformation strategy including scaling up robotics and

automation technology, autonomous vehicles, decision science, and electromobility. Ms. Yeung joined

FedEx in 1998 and served in various marketing, innovation, and technology roles since then. Prior to

her most recent role, she was Vice President – Advanced Technology & Innovation at FedEx

Corporation from 2015 to 2021. She also previously served as a Board of Director for the Mid-South

Food Bank between 2013 and 2022.

SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE:

Ms. Yeung brings to the Board nearly 30 years of global experience in strategy, innovation,

technology, global operations, supply chain, digitization, and sustainability. She is a well recognized

expert in both advanced technology/AI and logistics operations space, frequently speaking at high

profile industry forums including Fortune, CES, Reuters, TechCrunch, MIT, and World50. In 2024,

Rebecca was recognized by Reuters Events as one of the Top 20 Women in Enterprise AI.

Age: 53

Director Since:

March 2023

Committees:

• Aud it C ommittee

Other Public

Company Boards:

• Columb us McKinnon

(NASDA Q)

Rebecca Yeung

14 2025 Proxy Statement

OUR BOARD'S COMPOSITION TABLE OF CONTENTS

Our Board’s Composition

Our Board is made up of a diverse group of leaders with substantial experience in their respective fields. We believe that our

directors should possess the highest personal and professional ethics, integrity and values, demonstrate the ability to act

candidly, show a willingness and ability to evaluate, challenge and stimulate, have demonstrated leadership ability and a

proven record of accomplishment as well as expertise in business, professional, academic, political or community affairs, and

be committed to representing the long-term interests of the shareholders. Our Board believes that the combination of the

various skills, qualifications and experiences of the director nominees contributes to an effective and well-functioning Board

and that, individually and as a whole, the director nominees possess the necessary qualifications to provide effective oversight

and insightful strategic guidance.

Board Snapshot *

• As of the date of this Proxy Statement.

Demographics

Independence

Tenure

Age

Women

Hispanic

African American

Asian

2025 Proxy Statement 15

TABLE OF CONTENTS OUR BOARD'S COMPOSITION

Skills and Experience

Our Board periodically reviews the appropriate skills and expertise required of the Board in order to successfully carry out its

responsibilities both in the near term and into the future. This assessment includes business experience and expertise – all in

the context of an assessment of the perceived needs of the Board at that time.

Skills and Experience	Fain	Howe, Jr.	Kimsey	Leavitt	Liberty	McPherson	Montiel	Moore	Ofer	Sørensen	Thompson	Wilhelmsen	Yeung
	•			•	•	•			•	•		•
	•			•	•				•	•		•
•	•	•	•	•	•	•	•	•	•	•	•	•	•
•	•	•	•		•		•			•			•
				•
	•			•	•				•	•	•	•	•
	•	•	•		•		•	•		•		•
•	•	•	•		•	•	•	•	•	•	•	•	•
•	•			•	•	•			•		•		•
•	•	•	•	•	•	•	•	•	•	•	•	•	•
•	•				•	•		•		•	•	•	•

Risk

Management

Industry

Maritime

Executive

Leadership

Regulated

Business

Government /

Public Policy

Corporate

Responsibility /

Environmental

Finance /

Accounting

Global

Enterprise

Technology /

Innovation /

Cybersecurity

Consumer

Business

16 2025 Proxy Statement

BOARD SELECTION AND EVALUATION TABLE OF CONTENTS

Board Selection and Evaluation

PROCESS FOR IDENTIFYING AND ADDING NEW DIRECTORS

We believe that our directors should possess the highest personal and professional ethics, integrity and values, demonstrate

the ability to act candidly, show a willingness and ability to evaluate, challenge and stimulate, have demonstrated leadership

ability and a proven record of accomplishment as well as expertise in business, professional, academic, political or community

affairs, and be committed to representing the long-term interests of our shareholders.

1. Assessment of Potential Candidates

The Board recognizes the value of diverse backgrounds and endeavors to have a Board composed of individuals

with a wealth of leadership experience, diverse viewpoints, knowledge, skills and business experience in the

substantive areas that impact our business and align with our strategy. The Board is currently composed of fourteen

directors with a variety of attributes that contribute to the Board’s collective strength.

The Nominating and Corporate Governance Committee assesses potential candidates based on their history of

achievement, the breadth of their business experiences, whether they bring specific skills or expertise in areas that

the committee has identified as desired and whether they possess personal attributes and experiences that will

contribute to the sound functioning of our Board. In addition, the Board evaluation process described below is an

important determinant for Board refreshment.

1. Use of a Third-Party Search Firm

The Nominating and Corporate Governance Committee typically uses a professional search firm to help identify,

evaluate and conduct due diligence on potential director candidates. Using a professional search firm supports the

committee in conducting a broad search and looking at a diverse pool of potential candidates.

The Nominating and Corporate Governance Committee also maintains an ongoing list of potential candidates and

considers recommendations made by members of the Board.

1. Shareholder Nominations

In addition, the Nominating and Corporate Governance Committee considers all shareholder recommendations for

director candidates and applies the same standards in considering candidates submitted by shareholders as it does

in evaluating all other candidates. Shareholders can recommend candidates by writing to the Nominating and

Corporate Governance Committee in care of the Company’s Corporate Secretary, at 1050 Caribbean Way, Miami,

Florida 33132 or via email to corporatesecretary@rccl.com .

Shareholders who wish to submit nominees for election at an ann ual or special meeting of shareholders should

follow the procedure beginning on page 78 .

2025 Proxy Statement 17

TABLE OF CONTENTS BOARD SELECTION AND EVALUATION

Director Onboarding and Continuing Education

We maintain a comprehensive director onboarding program to familiarize all new directors with the Company’s business,

including its plans, significant financial, accounting and risk management issues, policies and compliance processes, strategic

priorities and members of senior management. Each director’s onboarding is tailored to take into account the individual’s prior

experience and background and to ensure the director becomes knowledgeable about the most important issues affecting the

Company and its business. The onboarding process includes a series of meetings with members of senior management and

their staff for briefings.

We also provide directors with membership to the National Association of Corporate Directors (NACD), which provides

directors with access to continuing education, research materials, and publications relating to corporate governance, board

leadership, corporate responsibility matters, and other topical information relevant to their interests. From time to time,

members of management also present to the Board or its committees on new developments in areas relevant to the Company.

Our Board Evaluation Process

The Nominating and Corporate Governance Committee has oversight responsibility for the annual Board and committee

evaluation process and uses feedback from the evaluation to identify director nominees.

Review of the Format

The Nominating and Corporate Governance Committee periodically reviews the format of the Board and committee

evaluation process to ensure that actionable feedback is solicited on the performance of the Board and the

committees. From time to time, these evaluations may be conducted using a third-party consultant.

Discussions with Directors Utilizing Questionnaires

For the 2024 evaluation process, the Chair of the Nominating and Corporate Governance Committee had one-on-

one discussions with all directors utilizing questionnaires. The questionnaires solicited commentary on various

topics, including Board and committee composition and performance, meeting materials, access to management,

among other matters. Directors were also invited to discuss the performance of other Directors.

Use of Results to Guide Board Enhancement

The Chair of the Nominating and Corporate Governance Committee aggregated the feedback received from

individual discussions with directors and presented the findings to the Chair of each Committee as it relates to his

or her respective committee. The data identified any themes or issues that had emerged and included suggestions

for areas of improvement. The Chair of the Nominating and Corporate Governance Committee also presented the

aggregated feedback to the full Board. The Board used these results to review and assess the Board’s and each

committee’s composition and required skill sets, responsibilities, structure, processes and effectiveness.

18 2025 Proxy Statement

EXECUTIVE SUCCESSION PLANNING TABLE OF CONTENTS

Executive Succession Planning

Succession planning and execution is one of the Board’s most important responsibilities, and the success of the Company’s

recent leadership transitions is a testament to the care and diligence that the Board has devoted to this key topic. The Board’s

succession planning activities are strategic, long-term and supported by the Board’s committees and external consultants. In

accordance with our Corporate Governance Principles, our Talent and Compensation Committee has primary responsibility for

reviewing our talent development programs and initiatives for senior executives and for periodically reviewing our programs

and practices for overseeing the continuity of capable management. The Nominating and Corporate Governance Committee

has primary responsibility for overseeing a CEO transition.

Consistent with the emphasis on preparedness and succession planning, the Board periodically reviews an emergency CEO

succession plan, which details the actions to be taken by specific individuals in the event the CEO suddenly dies or becomes

incapacitated. The plan is designed to ensure that appropriate steps can be taken to minimize disruption to the Board and the

company’s governance.

Evaluation of Potential Successors

A key responsibility of the Talent and Compensation Committee is the identification and evaluation of potential

successors for the CEO position and other executives. This includes our CEO, CFO, Brand Presidents and other

positions that have been identified as integral to our business. Regularly, the Talent and Compensation

Committee, in consultation with the CEO and with the assistance of external consultants, as necessary, reviews

the skills, experiences and attributes that the Committee believes are required and/or desirable for the CEO and

other executives in light of the Company’s then current business strategy, prospects and challenges. For each

candidate, the Committee evaluates strengths, contributions, candidate readiness, and areas for development.

Recommendations from the CEO

The CEO makes available his recommendations and evaluations of potential successors, along with a review of

any development plans recommended for such individuals.

CEO Transition Process

In the event of a CEO transition, the Nominating and Corporate Governance Committee, in consultation with the

CEO, provides oversight of the CEO transition process.

Ongoing Review by the Board

The Board routinely engages with the Company’s leadership team on matters of talent and culture, including

around the development of the Company’s talent pipeline and succession plans for key executive positions.

2025 Proxy Statement 19

TABLE OF CONTENTS CORPORATE GOVERNANCE

Corporate Governance

BOARD LEADERSHIP STRUCTURE

The Board is responsible for the overall performance of the Company through oversight of management and stewardship of

the Company. Consequently, the Board believes that the independent directors should have strong defined leadership roles.

The current leadership structure of the Board consists of:

Name	Title
Richard Fain	Chair of the Board
William Kimsey	Lead Independent Director
Stephen R. Howe, Jr.	Chair of Audit Committee
Vagn O. Sørensen	Chair of Talent and Compensation Committee
John F. Brock	Chair of Nominating and Corporate Governance Committee
Gov. Michael Leavitt	Chair of Safety, Environment, Sustainability and Health Committee

SEPARATION OF CHAIR AND CEO POSITION

The Board recognizes that the leadership structure and combination or separation of the CEO and Chair roles are driven by

the needs of the Company. As a result, no static policy exists requiring the combination or separation of leadership roles. The

Board regularly reviews Board leadership structure and concluded that separating the positions of Chair and CEO is

appropriate at this point in time.

LEAD INDEPENDENT DIRECTOR

Our Corporate Governance Principles provides for a strong defined leadership role for a Lead Independent Director (Lead

Director). Our current Lead Director is Mr. Kimsey who has served in that role since 2013. Mr. Kimsey will not be standing for

re-election at the Annual Meeting. The Board plans to designate a new Lead Independent Director to replace Mr. Kimsey

following his departure.

Lead Independent Director

Under our Corporate Governance Principles, the independent directors annually elect an independent director to serve as

Lead Director. While the Board has currently separated the positions of Chair and CEO, the Board believes that a lead

independent director continues to bring balance to our Board management.

Key Responsibilities

• Calls meetings of the independent directors.

• Presides at all meetings of the Board at which the Chair is not present, including executive sessions of the independent

directors.

• Facilitates communication between the independent directors, our Chair and our CEO.

• Provides independent Board leadership.

• Advises on meeting agendas, and other information sent to the board, taking into account requests of other Board

members, as appropriate.

• Engages with our other independent directors to identify matters for discussion at executive sessions of independent

directors and advises our Chair and our CEO of any decisions reached, and suggestions made at the executive

sessions.

20 2025 Proxy Statement

CORPORATE GOVERNANCE TABLE OF CONTENTS

INDEPENDENCE

Under our corporate governance principles, at least two thirds of our directors are required to be independent within the

meaning of the NYSE standards of independence for directors. Our Corporate Governance Principles contain guidelines

established by the Board to assist it in determining director independence in accordance with these NYSE standards. The

Board believes that directors who do not meet the NYSE independence standards also make valuable contributions to the

Board and to the Company by reason of their experience and wisdom, and the Board expects that some minority of its Board

will not meet the NYSE independence standards.

To be considered independent under the NYSE independence standards, the Board must determine that a director does not

have any direct or indirect material relationship with the Company or any of its subsidiaries. The Board has established

guidelines to assist it in determining director independence in accordance with those standards, which are available on the

corporate governance section on our website at www.rclinvestor.com.

Each director must regularly disclose to the Board whether his or her relationships satisfy these independence tests. Based on

these disclosures and other information available to it, the Board has determined that all of the directors are independent with

the exception of Mr. Liberty due to his current service as CEO.

MEETINGS

The Board held 5 meetings during 2024. In 2024, each of our directors attended at least 75% of an aggregate of all meetings

of the Board and of any committees on which he or she served during the period the director was on the Board or committee.

Our independent directors regularly meet in executive session without management directors present. The Lead Director

presides at such meetings.

We do not have a formal policy regarding Board member attendance at the annual shareholders meeting. Three of our Board

members were in attendance at our 2024 shareholders meeting in person.

Board Committees

The Board has established four standing committees: the Audit Committee, the Nominating and Corporate Governance

Committee, the Safety, Environment, Sustainability and Health Committee, and the Talent and Compensation Committee.

Each of the standing committees is composed solely of independent directors. Each standing committee has adopted a written

charter, meets periodically throughout the year, reports its actions and recommendations to the Board, receives reports from

senior management, annually evaluates its performance and has the authority to retain outside advisors in its discretion. The

primary responsibilities of each committee are summarized in the charts below and set forth in more detail in each committee’s

written charter, which can be found in the corporate governance section on our we bsite at www.rclinvestor.com. In addition to

these committees, the Board, from time to time, authorizes additional Board committees to assist the Board in executing its

responsibilities.

Name	Committee Membership — AC	TCC	NGC	SESH
John F. Brock		•	•
Richard D. Fain
Stephen R. Howe, Jr.	•		•
William L. Kimsey	•		•
Michael O. Leavitt				•
Jason T. Liberty
Amy McPherson		•
Maritza G. Montiel	•	•
Ann S. Moore		•
Eyal M. Ofer			•	•
Vagn O. Sørensen	•	•
Donald Thompson		•		•
Arne Alexander Wilhelmsen			•	•
Rebecca Yeung	•

AC Audit Committee

NGC Nominating and Corporate Governance Committee

SESH Safety, Environment, Sustainability and Health Committee

TCC Talent and Compensation Committee

Chair

Member

2025 Proxy Statement 21

TABLE OF CONTENTS CORPORATE GOVERNANCE

RESPONSIBILITIES:

• Identification of individuals qualified to become Board members

• Recommendation to the Board of director nominees

• Recommendation to the Board of Corporate Governance Principles

• Recommendation to the Board of Board committee membership, structure and operations

structure, operations and Board reporting

• Oversee corporate governance matters (other than matters delegated by the Board to other Board

Committees)

• Oversee evaluation of Board and management performance

• Oversee any CEO transition

INDEPENDENCE:

• The Board has determined that each member of the Nominating and Corporate Governance

Committee is independent within the meaning of the NYSE standards of independence for directors

Nominating

and Corporate

Governance

Committee

Members:

• John F. Brock (Chair)

• Stephen R. Howe, Jr.

• William L. Kimsey

• Eyal M Ofer

• Arne Alexander

Wilhelmsen

4

Meetings Held

During 2024

RESPONSIBILITIES:

• Oversight of:

◦ the quality and integrity of our financial statements

◦ the qualifications and independence of our principal independent auditor

◦ the performance of our internal audit function and principal independent auditor

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

• Review of and discussions with management and the principal independent auditor regarding the

annual audited and quarterly financial statements of the Company and related disclosures

• Discuss with management the guidelines and policies by which management assesses and

manages the Company’s exposure to risk, including a discussion of the Company’s major

enterprise risk exposures and the steps management has taken to monitor and mitigate such

exposures

• Discuss with management policies regarding the Company’s information system and data privacy

controls, and cybersecurity

• Review of the controls and procedures related to the Company’s environmental, social and

governance disclosures

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

INDEPENDENCE AND FINANCIAL EXPERTISE:

• The Board has determined that each member of the Audit Committee is independent within the

meaning of the NYSE and SEC standards of independence for directors and audit committee

members

• The Board has concluded that Mr. Howe, Mr. Kimsey, Ms. Montiel and Mr. Sørensen each qualify as

an “audit committee financial expert” within the meaning of SEC rules

Audit

Committee

Members:

• Stephen R. Howe Jr.

(Chair)

• William L. Kimsey

• Maritza G. Montiel

• Vagn O. S ør ensen

• Rebecca Yeung

7

Meetings Held

During 2024

22 2025 Proxy Statement

CORPORATE GOVERNANCE TABLE OF CONTENTS

RESPONSIBILITIES:

• Approving and evaluating the executive compensation plans, policies and programs of the Company

• Annual determination of CEO compensation levels, taking into account corporate goals and CEO

performance against these goals

• Annual determination of senior executive compensation levels

• Periodic review and recommendations for director compensation

• At least annual review of potential successors for the CEO position and periodic review of emergency

succession planning

• Periodic review of talent development programs and initiatives for senior management, and human

capital management strategies

• Review and approve the creation or revision of any clawback policy

• Oversight of stock ownership guidelines

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

INDEPENDENCE:

• The Board has determined that each member of the Talent and Compensation Committee is

independent within the meaning of the NYSE and SEC standards of independence for directors

and compensation committee members

Talent and

Compensation

Committee

Members:

• Vagn O. S ør ensen

(Chair)

• John F. Brock

• Amy McPherson

• Maritza G. Montiel

• Ann S. Moore

• Donald Thompson

4

Meetings Held

During 2024

RESPONSIBILITIES:

• Oversight of our management concerning the implementation and monitoring of our safety

(including security), environmental, sustainability and health programs and policies

• Review and monitor our overall strategies, policies and programs that impact the safety,

environment and health of our guests, crew, the communities where we operate and the ports

where our ships call

• Monitor our overall development of strategies, policies and practices in the areas of energy

consumption, greenhouse gas, physical and transition risks related to climate change and other

criteria, pollutant emissions, waste disposal and water use

• Review significant safety, environmental and health incidents

• Review of our programs and policies relative to environmental sustainability and our environmental

sustainability reporting

Safety,

Environment,

Sustainability

and Health

Committee

Members:

• Michael O. Leavitt

(Chair)

• Eyal M. Ofer

• Donald Thompson

• Arne Alexander

Wilhelmsen

4

Meetings Held

During 2024

2025 Proxy Statement 23

TABLE OF CONTENTS CORPORATE GOVERNANCE

Board Risk Oversight

Board Oversight

The Board oversees the Company’s risk profile and management’s processes for assessing and managing risk, through

both the whole Board and its committees. At least annually, the Board reviews strategic risks and opportunities facing

the Company and its businesses. The Board also holds regular stand-alone reviews on specific risks identified in

management's enterprise risk assessment. Other imp ortant categories of risk are assigned to designated Board

committees that report back to the full Board.

Committees of the Board

Committees of the Board consider and review with management at regularly scheduled committee meetings ongoing

financial, strategic, operational, legal and compliance risks inherent in the business activities applicable to each

committee’s area of responsibility.

The committee chairs inform the Board of the outcome of these reviews through reports to the Board at the regularly

scheduled Board meetings.

Audit Committee

• Reviews the Company’s guidelines and policies with respect to risk assessment

• Oversees management of risks relating to financial accounting and compliance matters, including risks associated

with financial reporting, internal controls, t he internal audit function , the Company’s cybersecurity plans, and the

Ethics and Compliance Program

Nominating and Corporate Governance Committee

• Oversees Company’s overall corporate governance, including its corporate governance principles, Board and

committee structure and composition, Board’s evaluation process, director nominations, and the Board reporting

arrangements of the various committees

Talent and Compensation Committee

• Oversees risks that are inherent in the design of the Company’s compensation plans, policies and practices

Safety, Environment, Sustainability and Health Committee

• Oversees risks related to the Company’s programs and policies in the areas of safety, environment, sustainability,

and health

Management

Management annually performs a Company-wide enterprise risk assessment under the supervision of the Audit &

Advisory Services department. This assessment:

• is updated at least once during the course of the year;

• identifies those risks inherent in our business plans and strategies with the greatest potential to impact the

achievement of our business objectives; and

• is used to provide us with a risk-based approach to managing our business.

Management reviews and discusses the risk assessment report and updates thereto with the Audit Committee and the

Board.

24 2025 Proxy Statement

CORPORATE GOVERNANCE TABLE OF CONTENTS

Cybersecurity Risk Oversight

Our Board, in coordination with the Audit Committee, is actively engaged in reviewing management's processes for assessing

and managing cybersecurity risks. The Board reviews cybersecurity at least annually. The Audit Committee provides oversight

on the Company’s management of cybersecurity risks. On a quarterly basis or as needed, the Audit Committee receives

updates from management on cybersecurity risks resulting from risk assessments, progress of risk reduction initiatives,

external auditor feedback, control maturity assessments, and relevant internal and industry cybersecurity incidents. In addition,

the Chair of the Audit Committee regularly informs the Board of the outcome of the Audit Committee's reviews at scheduled

Board meetings.

Our cybersecurity program is led by our Chief Information Officer (CIO) and the Chief Information Security Officer (CISO).

They are supported by Information Security Officers who work closely with our operational teams. Our CIO and CISO have

more than 35 years of collective experience in the cybersecurity field. The CISO reports to the CIO and is generally

responsible for management of cybersecurity risk and the protection and defense of our networks and systems. The CISO

regularly informs our internal Disclosure Committee, Chief Financial Officer, and our President and Chief Executive Officer of

cybersecurity risks and incidents as per our internal cyber risk framework. This also helps ensure that the highest levels of

management are kept abreast of our cybersecurity posture and potential risks.

Executive Compensation Risk Oversight

We monitor the risks associated with our compensation programs and individual executive compensation decisions on an

ongoing basis. Each year, management undertakes a review of our various compensation programs to assess the risks arising

from our compensation policies and practices. In 2024, management reviewed each plan and program for risk features and

presented its findings to the Talent and Compensation Committee. The risk assessments included a review of the primary

design features of our compensation plans, the process to determine compensation pools and awards for employees and an

analysis of how those features could directly or indirectly encourage or mitigate risk-taking.

As part of the risk assessments, the Talent and Compensation Committee considered the following factors, among others:

• the Company’s annual incentive plan has capped payouts and other appropriate safeguards in place, including minimum

performance thresholds that must be met before funding occurs;

• performance metrics support the Company's business strategy and are reasonable in light of past performance;

• historically a large percentage of executive compensation has been paid in the form of long-term equity awards;

• equity awards vest over a multiple-year cycle, which aligns incentives with appropriate risk-taking;

• senior management is subject to share ownership and clawback policies; and

• no special awards were granted during 2024.

Based on this review, management and the Talent and Compensation Committee believe that the nature of our business, and

the material risks we face, are such that the compensation plans, policies and programs we have put in place are not

reasonably likely to give rise to risks that would have a material adverse effect on our business.

2025 Proxy Statement 25

TABLE OF CONTENTS OTHER CORPORATE GOVERNANCE HIGHLIGHTS

Shareholder Engagement

WHY WE ENGAGE

Engage with shareholders to gather feedback on

compensation and governance practices ahead of the

Annual Meeting of Shareholders.

Fall

Winter

Who we contacted

In 2024, we reached out to all of our top

25 shareholders , representing 60% of

our outstanding shares of common stock.

Who is involved in engagement

• Members of our Investor Relations team as well as our

• CEO;

• CFO;

• Chief People and Outreach Officer; and

• Relevant subject matter experts from the management

team participated in these meetings as appropriate.

Who we engaged

Based on this outreach, we scheduled

and held meetings with 9 of our top 25

investors who held an aggregate 40% of

the outstanding shares of our common

stock (or 70% of the common stock held

by our top 25 investors).

Topics of engagement

During our meetings with investors, we discussed:

• Board composition; and

• Current business performance.

60%

40%

SHAREHOLDER ENGAGEMENT PROCESS

We maintain an ongoing, proactive outreach effort with our shareholders. Throughout the year, members of our

Investor Relations team and members of senior management engage with shareholders in order to:

• Provide visibility and transparency into our business, our performance, and our corporate governance,

Corporate Responsibility and compensation practices;

• Discuss with our shareholders the issues that are important to them and share our views; and

• Assess emerging issues that may affect our business, inform our decision-making, enhance our corporate

disclosures, and help shape our future practices.

2024 SHAREHOLDER ENGAGEMENT

Spring

Summer

Review results from the Annual Meeting of Shareholders

and conduct targeted responsive engagements with

shareholders who did not express support for

management proposals.

Conduct comprehensive engagement with

shareholders to discuss developments in the

Company’s business and strategy, corporate

governance matters, executive compensation design,

and business priorities for the upcoming year.

Review shareholder feedback from Fall engagement

and discuss with Board potential changes to executive

compensation or governance practices in light of

feedback received, as well as recommend

enhancements to our public disclosures.

This engagement outreach was in addition to other meetings and discussions that management and our Investor Relations

team had throughout the year with shareholders through quarterly earnings calls, individual meetings, road shows,

conferences and investor days.

26 2025 Proxy Statement

OTHER CORPORATE GOVERNANCE HIGHLIGHTS TABLE OF CONTENTS

Other Governance Highlights

We are committed to maintaining st rong governance policies and practices, som e of which we highlight below:

Current Board Composition and

Refreshment

ü 3 independent directors joined

the Board within the last 5 years

ü The members of our Board

represent a range of

backgrounds and experiences

ü 4 “audit committee financial

experts” on our Audit Committee

Current Board Independence

ü 92% of our directors are

independent (13 out of 14). Our

Corporate Governance

Principles require two-thirds of

our directors to be independent

ü Lead Independent Director with

robust duties and responsibilities

ü All members of our Board

Committees are independent

Board Responsibilities and

Practices

ü All directors attended at least

75% of Board and applicable

Board committee meetings

ü Our independent directors

regularly meet in executive

session without management

present, during which the Lead

Director presides

ü On an annual basis, the

Nominating and Corporate

Governance Committee

oversees an evaluation of Board

and Board committees'

performance

ü The Board, with the support of

the Nominating and Corporate

Governance Committee and the

Talent and Compensation

Committee, is actively involved

in overseeing CEO succession

planning

Rights of Shareholders

ü Annual election of directors

ü Majority of votes cast

ü Shareholders with at least 50%

of the outstanding shares can

call Special Meetings

ü Annual advisory say-on-pay vote

ü No poison pill

Political Contributions Disclosure

ü Maintain a U.S. Political

Contributions and Disclosure

Policy

◦ No independent expenditures

directly in support of or in

opposition to any candidate

◦ Permissible contributions must

be approved by Senior Vice

President, Corporate Affairs

(or U.S. subsidiary’s most

senior officer)

ü Policy and annual voluntary

disclosures posted on RCG’s

website

Compensation Accountability

ü Equity ownership guidelines

◦ CEO — 6x salary

◦ Other named executive

officers — 3x salary

◦ Board of Directors —

$500,000

ü Prohibits members of the Board

of Directors and Section 16

officers from hedging or pledging

company securities

ü Equity and annual incentive

plans provide for recoupment in

case of a restatement for

material non-compliance with

financial reporting requirements

2025 Proxy Statement 27

TABLE OF CONTENTS OTHER CORPORATE GOVERNANCE HIGHLIGHTS

Cert ain Relationships and Related Person Transactions

REVIEW AND APPROVAL RELATED PERSON TRANSACTIONS

We have a written Related Person Transaction Policy that requires review of all relationships and transactions in which the

Company is a participant and in which a “related person” (including any director, director nominee, executive officer or greater

than 5% beneficial owner of the Company or any immediate family member of the foregoing) has a direct or indirect material

interest. Under this policy, each director, director nominee and executive officer is required to promptly notify the Corporate

Secretary of any such transaction. The Corporate Secretary then presents such transactions to the Audit Committee, which is

responsible for reviewing and determining whether to approve or ratify the transactions. The following types of transactions are

deemed not to create or involve a material interest on the part of the related person and do not require approval or ratification

under the policy, unless the Audit Committee determines that the facts and circumstances of the transaction warrant its review:

• transactions involving the purchase or sale of products or services in the ordinary course of business, not exceeding

$120,000;

• transactions in which the related person’s interest derives solely from his or her service as a director of another corporation

or organization that is a party to the transaction;

• transactions in which the related person’s interest derives solely from his or her ownership of less than 10% of the equity

interest in another person (other than a general partnership interest) which is a party to the transaction;

• transactions in which the related person’s interest derives solely from his or her ownership of a class of equity shares of the

Company and all holders of that class of equity securities received the same benefit on a pro rata basis;

• compensation arrangements of any executive officer, other than an individual who is an immediate family member of a

related person; and

• non-executive director compensation arrangements.

In reviewing transactions submitted to them, the Audit Committee reviews and considers all relevant facts and circumstances

to determine whether the transaction is in, or not inconsistent with, the best interests of the Company and its shareholders,

including, without limitation:

• the commercial reasonableness of the terms;

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

• opportunity costs of alternative transactions;

• the character of the related person’s interest; and

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

If after the review described above, the Audit Committee determines not to approve or ratify the transaction, it will be cancelled

or unwound as the Audit Committee considers appropriate and practicable.

RELATED PERSON TRANSACTIONS

There were no related person transactions during 2024.

28 2025 Proxy Statement

OTHER CORPORATE GOVERNANCE HIGHLIGHTS TABLE OF CONTENTS

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires our directors and executive officers and

persons who own more than 10% of the outstanding Common Stock to file reports of ownership and changes in ownership of

Common Stock and other equity securities with the SEC. Based on our review of such reports and written representations from

our directors and officers, we believe that such persons complied on a timely basis with all Section 16(a) filing requirements

during the fiscal year ended December 31, 2024, except that, due to administrative oversight with EDGAR access codes, two

Forms 4 reporting the grant of restricted stock awards for William Kimsey and Amy McPherson were filed late.

Corporate Governance Principles

We have adopted Corporate Governance Principles which, along with our Board committee charters, provide the framework

for the governance of the Company. The Corporate Governance Principles address such matters as director qualifications,

director independence, director compensation, Board committees and committee evaluations. Copies of these principles and

our Board committee charters are posted in the corporate governance section on our website at www.rclinvestor.com.

Code of Ethics

The Board has adopted a Code of Business Conduct and Ethics that applies to all our employees, including our executive

officers, and our directors. A copy of the Code of Business Conduct and Ethics is posted in the corporate governance section

of our website at www.rclinvestor.com and is available in print, without charge, to shareholders upon written request to our

Corporate Secretary at Royal Caribbean Cruises Ltd., 1050 Caribbean Way, Miami, Florida 33132. Any amendments to the

code or any waivers from any provisions of the code granted to executive officers or directors that require disclosure under the

applicable SEC or NYSE rules will be posted on our website at www.rclinvestor.com.

Trading in Company Securities

We have adopted a Securities Trading Policy governing the purchase, sale and other dispositions of our securities by our

directors, officers, and employees. We believe that the Securities Trading Policy is reasonably designed to promote

compliance with insider trading laws, rules and regulations, as well as applicable listing standards. A copy of the Securities

Trading Policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2024.

From time to time, the Company may engage in transactions in its own securities. It is the Company's policy to comply with all

applicable laws, rules and regulations (including appropriate approvals by the Board or appropriate committee, if required)

when engaging in transactions of its securities.

Compensation Committee Interlocks and Insider Participation

During 2024, none of the members of the Talent and Compensation Committee (a) was an officer or employee of the Company

or any of its subsidiaries, (b) was a former officer of the Company or any of its subsidiaries or (c) had any related party

relationships requiring disclosure under Item 404 of SEC Regulation S K. During 2024, no executive officer of the Company

served as a member of the board of directors or on the compensation committee of any other company, one of whose

executive officers or directors serve or served as a member of the Board or the Talent and Compensation Committee of the

Company.

Contacting Members of the Board

The Board welcomes questions and comments. Shareholders and interested parties who wish to communicate with non-

management members of the Board can address their communications to the attention of our Corporate Secretary at our

principal address at 1050 Caribbean Way, Miami, Florida 33132 or via email to corporatesecretary@rccl.com. The Corporate

Secretary maintains a record of all such communications and promptly forwards to the Lead Director those communications

that the Corporate Secretary believes require immediate attention. The Lead Director in turn, notifies the Board or the chairs of

the relevant committees of the Board of those matters that he believes are appropriate for further action or discussion.

2025 Proxy Statement 29

TABLE OF CONTENTS CORPORATE RESPONSIBILITY, CULTURE AND GOVERNANCE OVERVIEW

Corporate Responsibility, Culture and Governance Overview

Board Oversight

Our Board provides oversight and guidance on the Company’s performance and management of corporate

responsibility issues, including climate change, environmental stewardship, supply chain risk management, human

rights, culture and corporate responsibility reporting. Each Board Committee is tasked with oversight of certain

corporate responsibility matters that align with their areas of responsibility, as detailed in each Committee’s respective

charter.

Safety, Environment, Sustainability and Health Committee

Reviews and monitors overall strategies, policies and programs that impact the safety, environment,

sustainability and health of our guests, crew, the communities where we operate and the ports where our

ships call, as well as our overall development of strategies, policies, and practices in the areas of energy

consumption, greenhouse gas, physical and transition risks related to climate change and other criteria,

pollutant emissions, waste disposal and water use.

Talent and Compensation Committee

Oversees the Company’s human capital management strategies, including talent development, succession

planning and corporate culture.

Audit Committee

Discusses with management any potential enterprise risks associated with corporate responsibility and the

controls and procedures concerning the Company’s corporate responsibility disclosures.

Nominating and Corporate Governance Committee

Oversees various aspects of corporate governance and reviews and makes recommendations to our Board

concerning Board and committee structure and composition, consistent with the Board’s endeavor to be

composed of individuals with varying skills and backgrounds and experience in business and in other areas

that may be relevant to the Company’s activities, including those related to corporate responsibility.

30 2025 Proxy Statement

CORPORATE RESPONSIBILITY, CULTURE AND GOVERNANCE OVERVIEW TABLE OF CONTENTS

Principles and Corporate Responsibility Framework

SEA the Future is our commitment to sustain the planet, energize the communities we visit, and accelerate innovation to

improve our planet. It is at the core of our business and is built using five key principles:

Champion Communities and the Environment

We recognize our responsibility to the guests who travel with us, the people who work for us, the communities

and destinations that we visit, and the oceans we traverse.

Promote Health and Safety

We owe it to our guests to make their trips as relaxing, safe and healthy as possible. We honor their trust and

loyalty by continually raising the bar in health and safety, data privacy and other areas central to our guests’

wellbeing.

Foster Human Rights and be an Employer of Choice

We treat our guests, employees, crew, and suppliers with dignity and respect. We act ethically and with

integrity so we all can thrive.

Advance Net Zero Innovation

We are committed to reducing emissions across our operations through innovation, collaborative

partnerships, and an accelerated transition to cleaner fuels, smarter technologies, and improved energy

efficiencies.

Govern Responsibly

We believe that good governance and transparency are critical to corporate responsibility and help us align

corporate decision-making to our corporate responsibility strategy and performance. We take an integrated

approach to board oversight, risk management and stakeholder engagement and we embed appropriate

policies and practices for ethics, compliance, and data security within our operations.

2025 Proxy Statement 31

TABLE OF CONTENTS CORPORATE RESPONSIBILITY, CULTURE AND GOVERNANCE OVERVIEW

Responsible Operations

Throughout 2024 , Royal Caribbean Group’s efforts were concentrated on the critical needs of, and issues for, the cruise

industry:

Environmental Stewardship

Protecting the environment has been a longstanding core value for us. Thriving, healthy and sustainable

oceans are inextricably tied to the health of our business, which is why we set ambitious targets in a variety of

facets of our business to improve our operations including waste and water management, emission reduction,

and sustainable sourcing. We are proud of achieving our first significant milestone toward net zero, reducing

our carbon intensity by 10.7% from a 2019 baseline - one year ahead of our target date. Building on the

success of this initial milestone, we’ve set a new goal to reduce our carbon intensity by 15% or greater from a

2024 baseline by 2027. Additionally we continue our efforts to reduce our footprint across operations with

other targets around water consumption, purification, and waste reduction.

Energy Efficiency and Emissions Reductions

We are committed to reducing the impacts of our operations through meaningful innovation, partnerships, and

action. We have been monitoring emissions and tracking our energy consumption since 2010. In 2021, we

announced our Destination Net Zero strategy which is focused on achieving a net zero cruise ship by 2035

and net zero emissions by 2050. The strategy is built on a four-pronged approach which includes the

modernization of our global brands fleet through the introduction of new energy-efficient and alternatively

fueled vessels, continued investment in energy efficiency programs, development of alternative fuel and

alternative power solutions, and optimized deployment and integration of strategic shore-based supply

chains. Together with our partners, we are imagining and developing solutions to reach our efficiency and

emission reduction goals.

Creating Unforgettable Experiences

We have long maintained some of the industry’s most rigorous and thoughtful health and safety protocols. We

honor our guests’ trust and loyalty by continually raising the bar in health and safety, data privacy and other

areas central to their wellbeing. In 2024, we continued implementing initiatives to take care of our guests and

crew through innovations in public health, medical care and overall wellness.

32 2025 Proxy Statement

CORPORATE RESPONSIBILITY, CULTURE AND GOVERNANCE OVERVIEW TABLE OF CONTENTS

Responsible Tourism

At its core, tourism depends on the beauty of the environment. Ensuring the destinations we visit are vibrant and

healthy far into the future is critical to the success of our business.

A Partnership for our Oceans

In 2016, we joined forces with World Wildlife Fund to help ensure the long-term health of the

oceans by setting, and achieving, ambitious corporate responsibility targets to lessen the

Company’s environmental impact, raise awareness of ocean conservation for our guests and

crew, and support ocean conservation projects around the world.

Exploring the World Sustainably

We deepened our commitment to responsible tourism in 2016, when we set a goal to offer our

guests 1,000 destination tours certified by the Global Sustainable Tourism Council (GSTC) by

1. By 2021, we had more than doubled our 2020 goal, with 2,000-plus GSTC-certified

tours available to guests. GSTC-certified tour operators agree to protect the overall health of

destinations, preserve local heritage, maximize social and economic benefits to the

community, and reduce negative impacts to the environment from travel-related waste. In

2022, we continued to expand this commitment and have now set a goal to have 60% of all

tours offered by RCG certified to the GSTC standard by 2026. We are also currently pursuing

certification from GSTC for our Perfect Day at CocoCay private destination in the Bahamas.

Sourcing Sustainably

Our supply chain, through a large and diverse network of suppliers, fuels everything we do.

As a result, we collaborate with partners to support the sustainable sourcing movement and

the improvement of animal welfare throughout the food supply. Most notably we are working

with World Wildlife Fund to source Marine Stewardship Council (MSC) and Aquaculture

Stewardship Council (ASC) seafood and supporting fishery improvement projects that boost

the overall supply of responsibly produced seafood and ensure the livelihoods of artisanal

fishers and their communities. In 2024 we concluded the work towards achieving MSC and

ASC Chain of Custody certification for our vessels, ensuring full traceability of the certified

seafood we serve. With this certification, we can offer guests clear, verified information about

where their seafood comes from.

2025 Proxy Statement 33

TABLE OF CONTENTS CORPORATE RESPONSIBILITY, CULTURE AND GOVERNANCE OVERVIEW

Human Capital Management

Great vacations begin with great employees . Each day, our employees from all around the world go above and beyond

to deliver exceptional vacations to our guests. Our leadership team, with oversight from our Board of Directors, strives

to maintain a work environment that reinforces collaboration, motivation and innovation, and believes that a strong

employee-focused culture is essential to a good business.

Our People Strategy

We’ve enhanced our human capital strategy to align with the dynamic needs of our business. In 2022, we

kicked off a transformational journey to strengthen our human capital strategy, ensuring we stay competitive

and remain an employer of choice in today’s ever-changing job market. In 2024, our focus was on end-to-end

optimization to accelerate progress with smarter decisions, better insights and less rework. This involved

refining data strategies to inform decision-making, enhancing crew management and mobility, expanding

shipboard learning and development, upskilling our leaders and workforce, and using technology to improve

the efficiency and impact of our people processes.

Culture

Our ships sail the seven seas, and we have offices around the world. Our culture reflects our global nature.

It’s brought to life through every interaction and shared experience. It flourishes when people feel valued,

empowered to be themselves and supported in reaching their full potential. We have always promoted a

workplace – both on land and at sea – that values the contribution of individual talents, skills and ideas, and

fosters belonging, trust and respect for all.

Employee Engagement and Development

We seek to attract and retain top global talent by making Royal Caribbean Group an amazing place to work.

We strive to deliver a best-in-class employee experience, ensuring our people feel valued and engaged at

every stage of their journey with us. We measure employee engagement on a semi-annual basis on land and

monthly on our ships. We’ve also increased our wellness programs and improved our employee assistance

program.

Our employee development programs are designed to support the growth and advancement of our

employees by developing premier learning, mentorship, coaching and planning programs. We are also

focused on succession planning and increasing the readiness of internal talent to take on business-critical

roles. Our Talent and Compensation Committee regularly reviews our succession planning process and

pipeline talent.

Corporate Responsibility Reporting

We believe in transparency, accountability and continuous improvement. Our reporting reflects our belief that what gets

measured gets better. This is why we have and continue to publish a comprehensive corporate responsibility report

since 2008. To maximize the breadth and depth of our disclosures, we reference the guidelines of the Global Reporting

Initiative and align with the Sustainability Accounting Standards Board (SASB) Industry Standards for Cruise Lines. We

have also reported the details of our climate related performance and governance to the CDP Climate Change (formerly

known as the Carbon Disclosure Project) since 2010 and have been recognized for taking coordinated action on climate

issues. In 2022, we published our initial report following the recommendations of the Task Force on Climate Related

Financial Disclosures (TCFD). Our corporate website provides detailed information about our environmental

performance goals and corporate responsibility initiatives.

34 2025 Proxy Statement

PROPOSAL 2 TABLE OF CONTENTS

The board recommends a

vote “FOR” this proposal.

PROPOSAL 2

Advisory Vote to Approve the Compensation

of Our Named Executive Officers

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our shareholders

have the opportunity to cast an annual advisory vote to approve the compensation of our NEOs.

As described in detail under the heading “Compensation Discussion and Analysis,” we adhere to a pay-for-performance

The Board unanimously recommends that shareholders vote “FOR” to approve

the compensation of our named Executive Officers.

philosophy and, to this end, our executive compensation programs are designed to align the interests of our executives with

the interests of our shareholders, recruit, retain and motivate a talented and high-performing management team and reward

our NEOs for their positive contributions to both short-term and long-term corporate performance. Shareholders are urged to

read the Compensation Discussion and Analysis, which discusses in detail how our compensation policies and procedures

implement our compensation philosophy.

2025 Proxy Statement 35

TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

RCG’s executive compensation program is designed to align executive compensation with the long-term interests of our

shareholders. This CD&A provides shareholders with information about our business, 2024 performance, our disciplined

approach to compensation and 2024 compensation decisions for our Named Executive Officers (“NEOs”) listed below.

RCG’s 2024 NAMED EXECUTIVE OFFICERS

Jason Liberty

President and Chief

Executive Officer

(“CEO”)

Naftali Holtz

Chief Financial Officer

(“CFO”)

Michael Bayley

President and Chief

Executive Officer, Royal

Caribbean

Harri U. Kulovaara

Executive Vice

President, Maritime

Laura Hodges Bethge

President, Celebrity

Cruises

Table of Contents

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

36 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS

2024 Performance Highlights

Key 2024 Successes

23.8%

Gross Margin Yields

vs 2023

11.6%

Net Yields

vs 2023 in Constant

Currency

$16.5

Billion

Total revenues

$2.9

Billion

Net Income

$3.2

Billion

Adjusted Net Income

$6.0

Billion

Adjusted EBITDA

108%

Load Factor

9 Million

Vacations Delivered

with High Guest

Satisfaction Scores

Strong Demand Driving Strong Results*

Long Term Growth

3 new ships launched

Strong pipeline of 8 new ocean ships to

be delivered 2025-2028

Exclusive Collection of Land-Based

Experiences

4 new Land-Based Experiences

Opening 2025-2027

Removing friction, enabling a guest-centric

vacation experience

Leveraging data and AI to deepen

relationships with customers

Cross-brand loyalty across brands

Strong Balance Sheet and Shareholder Returns

Achieved investment

grade balance sheet

metrics

Reinstated quarterly dividend

and increased it 38%

throughout the year

Refinanced approximately

$6.1 Billion of high-cost debt

Significantly reduced leverage and interest

expense

Delivering the Best Vacations Responsibly

Achieved our goal to reduce

carbon intensity by double

digits—one year early

Diversified our energy

portfolio by growing our LNG

powered ships to four and

expanding our use of biofuel

Launched myLeadership

initiative to cultivate future

leaders

Grew local sourcing resulting

in a 15% reduction in

transportation miles for ship-

bound goods

*This section contains non-GAAP measures. A reconciliation of these non-GAAP financial measures to their nearest GAAP comparable financial

measure is included in the Annex.

2025 Proxy Statement 37

TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS

Compensation Overview

OUR COMPENSATION PHILOSOPHY AND PRINCIPLES

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

support three main goals:

Align the interests of our

executives with the interests

of our shareholders

Reward positive contributions

to both short-and long-term

corporate performance

Recruit, retain, and

motivate an

elite management team

Principles

Implementation

Total direct compensation levels

should be competitive to attract,

motivate and retain the highest

quality executives.

Our Talent and Compensation Committee seeks to establish target total direct

compensation (salary, short-term incentive and long-term incentive) at

appropriate levels relative to our Market Comparison Group, providing our

executives the opportunity to be competitively rewarded for our financial and

operational performance. Total direct compensation opportunity (i.e., maximum

achievable compensation) should increase with position and responsibility.

Performance-based and “at-risk”

incentive compensation should

constitute a substantial portion of

total compensation.

We seek to foster a pay-for-performance culture, with a significant portion of

total direct compensation being performance-based and/or “at risk.” Executives

with greater responsibilities and the ability to directly impact our strategic and

operational goals and long-term results should bear a greater proportion of the

risk if these goals and results are not achieved. Therefore, the more senior the

executive, the greater the percentage of total compensation in the form of

performance-based and/or “at risk” compensation.

Long-term incentive compensation

should align executives’ interests

with our shareholders’ interests to

further the creation of long-term

shareholder value.

We focus on ensuring that executive compensation includes a high portion of

long-term performance-based equity compensation. Awards of equity-based

compensation encourage executives to focus on our long-term growth and

prospects and incentivize executives to manage our company from the

perspective of owners with a meaningful stake and to encourage them to remain

with us for long and productive careers. Our stock ownership guidelines further

enhance the incentive to create long-term shareholder value. Equity-based

compensation also subjects our executives to market risk, a risk also borne by

our shareholders.

38 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS

EXECUTIVE COMPENSATION PRACTICES

Our Talent and Compensation Committee seeks to align our compensation practices with strong corporate governance

practices. As reflected below, we believe that robust corporate governance practices are integrated into our 2024 executive

compensation program.

PAY MIX

What We Do Not Do

û No extensive perquisites – All Other

Compensation r epresented approximately

1.3% of CEO’s 2024 Total Compensation

û No acceleration of vesting of equity awards in

connection with terminations, absent a change

in control

û No pledging or hedging of shares

û No tax gross-ups on perquisites or change in

control benefits

û No pension or supplemental retirement plan

benefits

û Equity plan does not permit liberal share

recycling

û No liberal change of control definition in equity

plan or employment agreements

What We Do

ü Robust stock ownership guidelines - 6x base salary for

CEO and 3x for other NEOs

ü Clawback policy that applies to cash and equity incentive

compensation

ü “Double trigger” change in control provisions in employment

agreements

ü “Double trigger” change in control provision for acceleration

of equity

ü Both short-term and long-term incentive awards tied to

performance metrics designed to deliver long-term growth,

drive shareholder value, and align with our corporate

responsibility commitments

ü Equity plan requires minimum one-year vesting for all equity

awards

ü Independent compensation consultants, report directly to

Talent and Compensation Committee

ü Comprehensive annual assessment of compensation risks

ü Annual advisory say-on-pay vote

Our commitment to performance-based compensation is illustrated by the following charts, which show the mix of each

President and CEO

Other NEOs

compensation component at target levels for our President & CEO and for our other NEOs for 2024 . Approximately 92% of the

President and CEO’s target annual total compensation is at risk and approximately 81% of the other NEOs’ compensation, on

average, is at risk.

2025 Proxy Statement 39

TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS

2024 COMPENSATION DECISIONS

Our executive compensation program ties a significant portion of our NEOs’ compensation to the financial, strategic, and

operational performance of our company. Our 2024 program is summarized below .

SHAREHOLDER ENGAGEMENT

Snapshot of 2024 Executive Compensation Actions

Executive Bonus

Plan

• Continued the use of the same financial and operational measures in our annual incentive

program.

• Maintained same weighting of financial performance measures so that Adjusted EPS and

Adjusted Brand Operating Income account for 65% of company-wide and brand performance

metrics, respectively, to reflect the continued focus on profitable growth.

• C ontinued the use of corporate responsibility metrics as part of our corporate and brand KPIs.

These metrics take into account performance with respect to our goals on employee

engagement, cyber maturity rating from the National Institute of Standards and Technology

(NIST), pay equity, and a carbon intensity reduction goal.

Time-Based

Restricted Stock

Units

• No changes from 2023; These awards vest in equal annual installments over a t hree-year period

commencing on the first anniversary date of the grant.

Performance-Based

Restricted Shares

• For 2024, the Talent and Compensation Committee decided to return to the historical financial

metrics of Adjusted EPS and ROIC. The Committee removed Adjusted EBITDA per APCD, which

was a metric specific to the awards granted in 2023 to incentivize achievement of our financial

goals under the Trifecta program that was announced to investors in November 2022.

• Continued the measurement period for PSU Awards to reflect one-year, two-year and three-year

performance segments, with 50% of total payout tied to performance for the third segment.

Performance targets for all three years are established at the time of grant.

• Returned to utilizing a maximum payout of 200% without any additional payout opportunity for

outperformance in the last year of the performance cycle.

It is our long-standing practice to actively engage with our shareholders throughout the year. We believe it is important to

directly engage with our shareholders as a means of soliciting their views on matters such as corporate governance, executive

compensation and environmental and social initiatives, among other important topics. In 2024, management directly engaged

with shareholders representing approximatel y 40% of ou r outstanding shares. During this outreach, shareholders did not

express any concerns about our executive compensation program.

In addition to ongoing conversations and formal annual engagement, we also consider the voting outcome of our say-on-pay

advisory proposals each year. At the 2024 Annual Meeting of Shareholders, 97% of the votes cast by shareholders supported

the advisory vote on executive compensation. We believe the 2024 voting results and input from our shareholder engagement

affirmed our shareholders' support of our overall executive compensation program. In light of the shareholder support, the

Talent and Compensation Committee did not make any significant changes to its approach to executive compensation.

The Talent and Compensation Committee values the opinions of our shareholders and will continue to consider shareholder

feedback and the outcomes of future say-on-pay advisory votes when designing compensation programs and making

compensation decisions for our NEOs. We currently hold a say-on-pay advisory vote every year.

40 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS

2024 Compensation Elements

COMPENSATION ELEMENTS

We provide compensation to our executives consisting of three principal elements: base salary, performance-based annual

inactive bonus and long-term equity awards. The objectives and key features of each pay element are described below.

Equity Compensation — Variable		Fixed
Time-Based Restricted Stock Units	Performance-Based Restricted Shares	Performance-Based Annual Incentive	Base Salary
Pay Elements (rounded)
Objective
• Multi-year vesting requirements align our executives’ interests with our shareholders and incentivize retention of our executive talent	• Structured to align with shareholder interests, reward the achievement of long-term goals and promote stability and corporate loyalty among the executives	• To focus executives on annual financial and operational performance • To reward executives for performance relative to our short-term goals and initiatives	• Provide a base level of income in line with expertise, experience, tenure, performance, potential and scope of responsibility
Key Features
• Vest in equal annual installments over three-year period commencing on the first anniversary date of the grant • Increases, when appropriate, are provided based on market movements, scope of responsibilities, and merit	• Earned only if specified financial performance measures are met • Measures performance over three years, with annual performance segments that have 25%, 25% and 50% weighting • PSU Awards granted in 2024 will be earned based on Adjusted EPS, ROIC, and carbon intensity reduction • PSU Awards granted in 2024 for the period ending December 2026 have potential payouts that range from 0% to 200% of target	• Earned based on company- wide and/or brand-specific (based on area of responsibility) financial and operational objective metrics and individual performance against previously established strategic goals, including, but not limited to, Adjusted EPS (corporate), adjusted brand operating income, if applicable, and a Corporate Responsibility composite • For our President and CEO, payout is entirely based on corporate performance • For other NEOs, 2/3 rd is determined by corporate and, if applicable, brand performance, 1/3 rd based on individual performance • Payouts range from 0% to 200% based on achievement of results during the year	• Set annually based on market competitiveness and in-line with performance and contributions to the achievement of Company goals • Increases, when appropriate, are provided based on market movements, scope of responsibilities, and merit

24%

30%

46%

35%

16%

22%

8%

19%

CEO

Other NEOs

CEO

Other NEOs

CEO

Other NEOs

CEO

Other NEOs

2025 Proxy Statement 41

TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS

BASE SALARY

Why we pay base salaries. During 2024, b ase salaries represented 8% of target total direct compensation for our CEO and

an average of 19% for our other NEOs. However, base salaries are an important and customary element of pay for attracting

and retaining executives. The Talent and Compensation Committee seeks to pay each NEO a level of base salary that

competitively reflects their scope of responsibility.

The primary considerations used in setting base salary levels include each NEO’s:

• scope of responsibilities

• expertise and experience

• tenure with the organization

• competitiveness as measured against the Market Comparison Group as

well as general market data

• performance and potential to further our business objectives

The Talent and Compensation Committee reviews salaries in the early part of each year and, if appropriate, adjusts them to

reflect changes in the above considerations and to respond to market and competitive pressures.

Our 2024 Base Salary Decisions. T he Talent and Compensation Committee approved base salary increases for 2024 for Mr.

Liberty and Mr. Holtz as reflected in the table below to better align their pay with marke t and to recognize positive performance

and Company results. Ms. Hodges Bethge's increased salary was based on the responsibilities associated with her new

position and peer group data.The Talent and Compensation Committee also approved modest base salary increases for the

other NEOs in line with our overall merit increase budget for employees.

Name (1)	Base Salary — 2023 ($)	2024 ($)	Percent Change (%)
Jason T. Liberty	1,250,000	1,350,000	8.0
Naftali Holtz	800,000	905,000	13.1
Michael W. Bayley	1,085,000	1,123,000	3.5
Laura Hodges Bethge (1)	750,000	803,000	7.1
Harri U. Kulovaara	880,000	907,000	3.1

(1) Ms. Hodges Bethge was promoted to her position as of May 1, 2023. The 2023 figure represents her annual salary approved upon her

promotion.

42 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS

PERFORMANCE-BASED ANNUAL INCENTIVE

Why we pay annual performance-based compensation. We believe that annual incentive programs focus executives on

annual financial and operational performance enabling them to better manage the cyclical nature of our business and to

reward executives for performance relative to our annual goals and initiatives. We pay our annual performance-based

compensation pursuant to our Executive Short-Term Bonus Plan (the “Executive Bonus Plan”). The Executive Bonus Plan is

designed to reward our executives for the achievement of RCG’s annual financial and/or strategic goals and to recognize

individual contributions. For 2024, the Executive Bonus Plan represented approximately 16% of the CEO’s total target direct

compensation and 22% for the other NEOs.

How we determine annual target bonus. Each year, the Talent and Compensation Committee considers the responsibilities

of each executive and the competitiveness of our target bonus opportunity compared to our Market Comparison Group. The

Talent and Compensation Committee then sets the annual Executive Bonus Plan target for each NEO as a percentage of base

salary. For 2024, the Talent and Compensation Committee approved an increase to the Executive Bonus Plan target for Ms.

Hodges Bethge in recognition of her expanded responsibilities after her promotion. There were no changes to the target

percentages for the other NEOs.

Name	2023 Bonus Target (% of base salary)	2024 Bonus Target (% of base salary)	2024 Bonus Target ($)
Jason T. Liberty	200	200	2,700,000
Naftali Holtz	120	120	1,086,000
Michael W. Bayley	145	145	1,628,350
Laura Hodges Bethge	100	110	883,300
Harri U. Kulovaara (1)	100	100	907,000

(1) Based on his unique and focused responsibilities, in addition to his bonus target, Mr. Kulovaara’s employment agreement provides that he

is entitled to a bonus of $150,000 for each ship delivered during a fiscal year. During fiscal year 2024, the Company took delivery of three

new ships.

How we measure annual performance. For 2024, the Talent and Compensation Committee continued to evaluate annual

performance based on:

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

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

Company-wide and brand performance is measured 65% based on financial measures (adjusted earnings per share for

company-wide performance and adjusted brand-specific operating income for brand performance) and 35% based on a

composite of financial, operational, and other key performance indicators (“KPIs”). In setting the goals for each metric, the

Talent and Compensation Committee considered 2023 business results and the 2024 operating plan, which takes into account

our anticipated performance, our growth and profitability objectives as well as the economic climate. The target goal for the

company-wide financial performance metrics (Adjusted EPS, Net Yield, and Net Cruise Costs, excluding fuel) were set at a

level consistent with the Company’s public guidance issued in February 2024, which represented challenging performance

goals as compared to actual 2023 results. Actual award payouts are determined following the completion of the program year

by measuring actual performance against each metric target goal.

2025 Proxy Statement 43

TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS

For 2024, the framework of the Executive Bonus Plan was as follows:

Name	2024 Executive Bonus Plan Framework — Company- Wide Performance (%)	Brand Performance (%)	Individual Performance Against Strategic Objectives (%)
Jason T. Liberty	100	–	–
Naftali Holtz	66.7	–	33.3
Michael W. Bayley (1)	33.3	33.4	33.3
Laura Hodges Bethge (2)	33.3	33.4	33.3
Harri U. Kulovaara	66.7	–	33.3

(1) Brand performance based on Royal Caribbean

(2) Brand performance was based on Celebrity Cruises

METRICS COMPRISING THE EXECUTIVE BONUS PLAN

Company-Wide Performance

Brand Performance

Individual Performance

65%

Adjusted EPS

65%

Adjusted Brand Operating Income

100%

Evaluation by Talent and

Compensation Committee of

individual performance for NEOs

other than the CEO (based on

recommendations of the CEO)

35%

Financial, Operational

and other KPIs

6% Net Yield

6% Net Cruise Costs,

excluding fuel

6% Net Promoter Score/

Guest Satisfaction

6% Safety, Environment,

Security and Health

6% Employee Engagement

5% Corporate Responsibility

Composite Index

35%

Financial, Operational

and other KPIs

6% Net Yield

6% Net Cruise Costs,

excluding fuel

6% Net Promoter Score/

Guest Satisfaction

6% Safety, Environment,

Security and Health

6% Employee Engagement

5% Corporate Responsibility

Composite Index

44 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS

COMPANY-WIDE FINANCIAL METRIC

For 2024, the Talent and Compensation Committee continued using Adjusted EPS as a financial metric for evaluating annual

company-wide performance, reflecting our continued focus on delivering profitable growth. F or compensation purposes, the

target Adjusted EPS for 2024 was set at $9.60, the mid-point of the earnings guidance we announced in February 2024 and

materially above our actual Adjusted EPS for 2023.

The table below sets forth the targets and the performance results for this company-wide financial metric.

Metric	Weighting (%)	Payout as a % of Target — 0% ($)	50% ($)	90% ($)	100% ($)	110% ($)	150% ($)	200% ($)	2024 Actual Results ($)		Payout (%)
Adjusted EPS	65	9.05	9.30	9.50	9.60	9.70	9.90	10.15	11.80	(1)(2)	200

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

(2) In accordance with the terms of the Executive Bonus Plan, the Talent and Compensation Committee approved certain adjustments to

reported Adjusted EPS. However, these adjustments had no impact on the total payout percentage as the actual results for Adjusted EPS

significantly outperformed expectations without regard to any of the permissible adjustments.

2025 Proxy Statement 45

TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS

2024 KPIs for Company and Brand Performance. In establishing the 2024 Executive Bonus Plan KPIs for both company-

wide and brand performance, the Talent and Compensation Committee focused on selecting metrics that were tied to the

Company’s goals in key strategic areas and that would also incentivize strong financial performance across the Company’s

brands. The table below sets forth each KPI and how they were measured. The target achievement level for each KPI was set

to require significantly challenging, but attainable, results.

KPIs	Weight	Description
Financial
Net Yield	6%	This metric measures Net Yield change versus 2023 fiscal year results, determined on a constant currency basis. Net Yield is an important measure of our pricing performance. Net Yield represents Adjusted Gross Margin per APCD (1) , where Gross Margin is adjusted for payroll and related expenses, food, fuel, other operating expenses, and depreciation and amortization expenses. Gross Margin is calculated pursuant to GAAP as total revenues less total cruise operating expenses, and depreciation and amortization.
Net Cruise Costs, excluding fuel	6%	This metric evaluates Net Cruise Costs excluding fuel per APCD change versus fiscal year 2023, calculated on a constant currency basis. In measuring our ability to control costs in a manner that positively impacts net income, we believe changes in Net Cruise Costs excluding fuel to be among the most relevant indicators of our cost performance. This metric represents gross cruise costs excluding commissions, transportation and other expenses, onboard and other expenses, and fuel expenses. For the 2024 and 2023 periods, Net Cruise Costs and Net Cruise Costs excluding Fuel exclude (i) impairment and credit losses; (ii) restructuring charges and other initiative expense; and (iii) the gain on sale of controlling interests.
Non-Financial
Net Promoter Scores (NPS) / Guest Satisfaction	6%	Third party surveys / net promoter scores, measuring customer satisfaction with their most recent cruise, his or her intent to cruise again with us and his or her willingness to recommend that others cruise with us.
Safety, Environment, Security & Health	6%	Composite score comprised of safety incident frequency and severity, audit and compliance scores, and other safety, security, environment and health measures, which we believe are key to continuing to meet our extremely high safety and security standards and our goal of being a good steward of the environmental resources we manage.
Employee Engagement	6%	Biannual pulse surveys, conducted by outside firm, of shoreside and shipboard employees measuring both employee satisfaction and employee engagement, which is defined as the tendency of employees to exert discretionary effort for our benefit.
Corporate Responsibility
Corporate Responsibility Composite Index	5%	Composite of the following three equally-weighted quantitative corporate responsibility metrics that measure our progress with respect to our goals on (1) improvement of cybersecurity maturity rating from the National Institute of Standards and Technology (NIST), (2) programs related to global employee pay equity, and (3) carbon intensity reduction from 2019. The cyber maturity rating evaluates our compliance with the NIST requirements and helps improve our company-wide cyber security implementations. Pay equity measures the compensation of employees with those who have similar job functions with comparably equal pay, regardless of their gender. Our target is the difference in pay between these groups on a global scale. The carbon intensity metric represents Well-to-Wake (upstream + downstream) grams of carbon dioxide equivalent emissions divided by the product of gross tonnage and nautical miles traveled. The carbon intensity KPI calculates the reduction in this metric from 2019.

(1) Available Passenger Cruise Days (“APCD”) is our measurement of capacity and represents double occupancy per cabin multiplied by the

number of cruise days for the period, which excludes canceled cruise days and cabins not available for sale. We use this measure to

perform capacity and rate analysis to identify our main non-capacity drivers that cause our cruise revenue and expenses to vary.

46 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS

The Talent and Compensation Committee established performance levels for each metric at which executives could earn from

a threshold of 0% up to a maximum of 200%, along with performance measures identified at 90%, 100%, 110%, and 150%.

The Talent and Compensation Committee capped the maximum performance at 200% for both the company-wide and brand

performance metrics and the individual performance metric. Achievement in between these performance levels would be

calculated on a linear basis.

In evaluating the company-wide performance under each the above KPIs:

• With regard to our Financial KPIs , the Company outperformed the target on net yield change, resulting in 200% payout,

but did not meet the threshold level of performance with regard to net cruise costs.

• Our Non-Financial KPIs paid out on average at 166% of target, primarily attributable to exceeding the benchmarks for

employee engagement and guest satisfaction; and

• Our Corporate Responsibility composite index achieved 200% payout across the three subcomponents.

Individual Performance. The individual performance component of our Executive Bonus Plan awards is intended to reward

managerial decision-making, behavioral interaction, and overall contribution. As discussed above, individual performance

represented 33.3% of the bonus opportunity for each of our NEOs except for Mr. Liberty, as his bonus was based 100% on

corporate performance. None of the individual goals are material to understanding the Executive Bonus Program or how

annual targets were determined for 2024. The Talent and Compensation Committee approves the final individual achievement

and bonus payout for each of the other NEOs based on the CEO’s recommendation.

The Talent and Compensation Committee considered each NEOs achievement of his or her individual goals and the results of

specific projects they were responsible for during the year. In evaluating the performance of each NEO during 2024, the Talent

and Compensation Committee considered the following Company achievements, among others:

• Ex ceeded ambitious financial guidance set at the start of 2024, propelled by significant demand for its brands from new and

repeat guests;

• Achieved long-term Trifecta financial goals eighteen months ahead of schedule;

• Demonstrated continued commitment to strengthening the balance sheet, refinancing approximately $6.1 billion of high

cost debt, eliminating restrictions on our ability to return capital to shareholders, and eliminating all security and

guarantees;

• Announced expansions to the private destinations portfolio, and continued to generate enthusiasm and interest in industry-

leading brands and innovative ships;

• Focused on innovation in sourcing model and yield management tools, to capture demand from new consumer bases and

to attract the highest-yielding guests;

• Took delivery of three ships: Utopia of the Sea s, Silver Ray, and Mein Schiff 7 (through TUI Cruises, our 50% joint venture);

and

• Continued focus on innovations, including preparing for the del ivery in 2025 of Celebrity Xcel , which is expected to have

the first methanol-capable tri-fuel engine.

2025 Proxy Statement 47

TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS

2024 EXECUTIVE BONUS PLAN PAYOUTS

Based on the above KPIs and financial performance results, the following table shows the 2024 Executive Bonus Plan payout

as a percentage of target for each award component and the total payout amount.

Name	Payout % per Component			Total Payout (% rounded)	Target 2024 Payout ($)	Total 2024 Payout ($)
	Corporate	Brand	Individual
Jason T. Liberty	181.9	N/A	N/A	182	2,700,000	4,911,300
Naftali Holtz	181.9	N/A	140	168	1,086,000	1,823,908
Michael W. Bayley	181.9	181.7	140	168	1,628,350	2,733,685
Laura Hodges Bethge	181.9	167	140	163	883,300	1,438,181
Harri U. Kulovaara	181.9	—	135	166	907,000	1,958,180

In addition to his award under the Executive Bonus Plan, the Compensation Committee awarded Mr. Kulovaara a special

performance bonus of $450,000 for the delivery of three new ships in 2024: Utopia of the Seas , Silver Ray , and Mein Schiff 7

(through TUI Cruises, our 50% joint venture). This success also contributed to Mr. Kulovaara’s individual performance payout.

LONG-TERM EQUITY INCENTIVE AWARDS

Why we pay equity-based compensation. Our long-term incentive award program is the most significant element of our

overall compensation program. During 2024, long-term incentive awards represented 76% of our CEO’s target total direct

compensation and an average of 59% of target total direct compensation for our other NEOs. The Talent and Compensation

Committee’s philosophy is that a majority of an executive’s compensation should be based directly upon the value of long-term

incentive compensation in the form of time-based restricted stock units and performance-based restricted stock units so as to

align with shareholder interests, reward the achievement of long-term goals and promote stability and corporate loyalty among

the executives. The Talent and Compensation Committee believes that providing executives with the opportunities to acquire

significant stakes in our growth and prosperity (through grants of equity-based compensation), while maintaining other

components of our compensation program at competitive levels, will incentivize and reward executives for sound business

management, develop a high-performance team environment, foster the accomplishment of short-term and long-term strategic

and operational objectives and compensate executives for improvement in shareholder value, all of which are essential to our

ongoing success.

How equity-based compensation is determined. Annually, the Talent and Compensation Committee evaluates the

appropriate form and mix of equity-based compensation that the Company will grant as part of its long-term incentive

compensation and approves the dollar value of long-term equity awards that will be granted to each NEO.

In the beginning of each year, the Talent and Compensation Committee determines the target equity award value (“LTI Value”)

to be delivered to each NEO. In determining the appropriate long-term incentive award value, the Talent and Compensation

Committee considers:

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

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

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

To strike an appropriate balance between performance and retention incentives, we use a combination of time-based restricted

stock units/shares, which we refer to as Time-Based RSUs, and performance-based restricted stock units/shares, which we

refer to as PSUs.

Time-Based Equity. To promote retention and align our executive’s interests with long-term stock appreciation, the Time-

Based RSUs vest in equal annual installments over three-year period commencing on the first anniversary date of the grant.

As Time-Based RSUs are inherently tied to the performance of our common stock, we consider a vesting schedule based on

continued service appropriate to incentivize retention and performance.

Performance-Based Equity. Each PSU is expressed as a target number of PSUs based upon the fair market value of our

common stock on the grant date. Annually, the Talent and Compensation Committee approves (1) the metrics that will be used

for the PSUs, (2) the weighting of each metric, and (3) a threshold, target and maximum performance level. The threshold,

target and maximum performance levels are set based on prior year performance and our long-term growth targets.

48 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS

2024 EQUITY AWARDS

Ensuring that NEO compensation continues to motivate senior leadership to act consistent with long-term shareholder

interests and fostering the retention of our senior leadership remain key priorities of our executive compensation program.

Coming off another strong performance year, the Talent and Compensation Committee approved increases in LTI Values for

certain NEOs as noted below. The Committee increased Mr. Liberty's LTI Values in recognition of his strong performance and

to improve market competitiveness of his total compensation. For Mr. Holtz and Ms. Hodges Bethge, the changes were

intended to bring their LTI Values closer to market median . For Mr. Bayley and Mr. Kulovaara, their LTI Values were reduced in

recognition that their LTI values from 2023 reflected enhanced values tied to performance over the Trifecta period and their

2024 total compensation was market competitive. Accordingly, the Talent and Compensation Committee approved the

following target LTI values for each of our NEOs in 2024:

Name	2023 LTI Value ($)	2024 LTI Value ($)	Percentage Change (%)
Jason T. Liberty	11,500,000	13,000,000	13.0
Naftali Holtz	2,520,000	3,100,000	23.0
Michael W. Bayley	7,000,000	5,000,000	(28.6)
Laura Hodges Bethge	1,500,000	2,000,000	33.3
Harri U. Kulovaara	1,790,000	1,750,000	(2.2)

As discussed above, the Talent and Compensation Committee then allocated the total LTI Value between Time-Based RSUs

and PSUs. For the 2024 compensation program, we provided long-term incentive awards for all NEOs allocated as set forth

below which is consistent with the 2023 allocation. The Talent and Compensation Committee believes that the use of both

Time-Based RSUs and PSUs is consistent with competitive market practice and that the allocation set forth below effectively

and efficiently balances both performance and retention objectives.

2025 Proxy Statement 49

TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS

2024-2026 PERFORMANCE-BASED EQUITY AWARDS

For the PSU Awards granted in 2024 for the period ending De cember 2026, the Talent and Compensation Committee

determined to keep the design and equity mix substantially consistent with those implemented in fiscal year 2023, with the

exception of the removal of Adjusted EBITDA per APCD as a performance metric, which was specific to the 2023-2025

performance period in order to align to the financial goals of the Trifecta program. Management and the Talent and

Compensation Committee believe Adjusted EPS and ROIC metrics (as described below) continue to be essential to successful

execution of our strategic priorities. The performance ranges for each metric were set at target levels above 2023 results and

reflecting year-over-year growth.

Metric	Weight	Description
Adjusted Earnings per Share (Adjusted EPS)	45%	Represents Adjusted EPS as reported by the Company in its Form 10-K for the relevant performance periods. Adjusted EPS is Adjusted Net Income (Loss) as reported by the Company in its Form 10-K for the relevant performance periods divided by weighted average shares outstanding or by diluted weighted average shares outstanding, as applicable. As reported, Adjusted Net Income (Loss) represents net income (loss) less net income attributable to noncontrolling interest and excludes certain items for which we believe adjusting for is meaningful when assessing our operating performance on a comparative basis.
Return on Invested Capital (ROIC)	45%	Represents Adjusted Operating Income (Loss) as reported by the Company in its Form 10-K for the relevant performance periods divided by Invested Capital. Adjusted Operating Income (Loss) represents operating income (loss) including income (loss) from equity investments and income taxes but excluding certain items for which we believe adjusting for is meaningful when assessing our operating performance on a comparative basis. Invested Capital represents the most recent five-quarter average of total debt (i.e., current portion of long-term debt plus long-term debt) plus total shareholders’ equity.
Carbon Intensity Reduction	10%	The carbon intensity metric represents Well-to-Wake (upstream + downstream) grams of carbon dioxide equivalent emissions divided by the product of gross tonnage and nautical miles traveled. The carbon intensity metrics calculates the reduction in this metric from 2019. This metric tracks our decarbonization efforts across the company resulting from increasing regulations and compliance standards.

DETERMINATION OF EARNED PSUs

Performance with regard to the metrics described above will be measured each year during the three-year performance period

Year	Weighting (%)
Year 1 - 2024	25
Year 2 - 2025	25
Year 3 - 2026	50

and combined at the end of using the following weighing:

For the 2024 PSU awards for the performance period ending December 2026, the Talent and Compensation Committee

returned to utilizing a maximum payout of 200% without any additional payout opportunity. Although the PSU Awards measure

performance across three one-year periods, the targets for all three years are established up front at the time of grant to

ensure a longer-term orientation. In addition, the mix of three annual performance goals with heavier weight attributed to the

final year is intended to keep executives focused on consistent performance and growth throughout the duration of the three-

year performance period. The aggregate payout level for the PSU grants made in 2024 will be determined by our Talent and

Compensation Committee in early 2027.

50 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS

PAYOUT UNDER 2022-2024 PERFORMANCE-BASED EQUITY AWARDS

The three-year performance period for the PSUs granted in 2022 ended on December 31, 2024, and the Talent and

Compensation Committee assessed our performance in the first quarter of 2025. The following table summarizes performance

of the financial metrics for such PSU Awards:

Financial Performance Metrics	Weight (%)	Target	Approved results	Payout (as a % of target)
Adjusted EPS (1)	30	$10.00	$11.80	114
ROIC (1)	30	10.0%	16.1%	150
Leverage Ratio (Net Debt/Adjusted EBITDA) (2)	20	3.5	3.4	103

(1) Refer to page 49 above for definitions of Adjusted EPS and ROIC.

(2) Net Debt represents total debt (i.e., the current portion of long-term debt plus long- term debt), plus operating lease liabilities, less cash

and cash equivalents as reported in the Company’s financial statements for the period. Adjusted EBITDA is a non-GAAP measure that

represents EBITDA, excluding certain items that we believe adjusting for is meaningful when assessing our profitability on a comparative

basis. EBITDA is a non-GAAP measure that represents Net Income (Loss) excluding (i) interest income; (ii) interest expense, net of

interest capitalized; (iii) depreciation and amortization expenses; and (iv) income tax expense.

In addition to the financial performance metrics, the PSUs granted in 2022 included a corporate responsibility composite metric

consisting of three categories, each weighing 6.7% for a combined weighing of 20% of target payout:

• Environmental initiatives relating to energy efficiency and fuel for our vessels - the Company achieved four of the five

initiatives, resulting in a payout of 150% of target.

• Employee engagement scores determined based on the corporate average of bi-annual pulse surveys, conducted by an

outside firm, of shoreside and shipboard employees measuring both employee satisfaction and employee engagement.

This metric achieved a payout of 199% of target.

• Cyber maturity rating based on NIST requirements, which achieved a payout of 200% of target.

The table below sets forth the final payout amounts for each NEO based on the achievements described above.

Name	Target Shares (#)	Final Payout (%)	Shares Earned (#)
Jason T. Liberty	52,632	136	71,580
Naftali Holtz	10,526	136	14,316
Michael W. Bayley	37,594	136	51,128
Laura Hodges Bethge	7,519	136	10,226
Harri U. Kulovaara	11,278	136	15,339

Other Elements of Compensation

In an effort to offer our employees a competitive remuneration package, we provide them with certain retirement, medical and

welfare benefits, including a qualified non-contributory profit-sharing retirement plan. The NEOs are eligible to participate and/

or receive such benefits on a basis commensurate with that of other employees.

Since January 1, 2009, as a result of Section 457A of the U.S. Internal Revenue Code, in lieu of contributions to the Royal

Caribbean Cruises Ltd. Supplemental Executive Retirement Plan (the “SERP”), each NEO receives, on an annual basis, a

lump-sum cash payment of the benefits that would have been accrued under the SERP for services in a given year but for a

change in tax laws. Amounts earned in 2024 in lieu of the SERP benefit are disclosed in the Summary Compensation Table —

All Other Compensation column, as further detailed in the “2024 All Other Compensation Table.”

We also offer the NEOs certain perquisites which include: Company paid automobile leases, annual executive physicals, and

life insurance coverage. NEOs also receive free and discounted Company cruises, all of which is provided at no incremental

cost . During 2024, the Company also approved Mr. Liberty's use of chartered aircraft for personal trips up to a predetermined

threshold of $100,000 as well as additional security enhancements for Mr. Liberty and Mr. Bayley, including residential security

monitoring and personnel.

2025 Proxy Statement 51

TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS

Compensation Policies and Procedures

ROLES AND RESPONSIBILITIES

Talent and Compensation Committee

Our executive compensation program is overseen by the Talent and Compensation Committee. As part of their

responsibilities, the Talent and Compensation Committee:

• annually reviews and approves corporate goals and objectives relevant to the CEO’s compensation,

evaluates the CEO’s performance in light of those goals and objectives and sets the CEO’s compensation

based on this evaluation; and

• annually reviews and approves the compensation levels of other executives of the Company based on the

recommendations of the CEO.

The Talent and Compensation Committee may delegate its authority to the Chair subject to such conditions as the Talent

and Compensation Committee deems appropriate and in the best interests of the Corporation. In addition, the Talent and

Compensation Committee may delegate administrative tasks to employees of the Company.

Members of the Talent and Compensation Committee are appointed by our Board based on a variety of factors, including

their knowledge and experience in compensation matters. Talent and Compensation Committee members meet the

independence and other requirements of the NYSE and other applicable laws and regulations.

CEO

For each NEO other than the CEO, the Talent and Compensation Committee consults with and receives the

recommendation of the CEO, but the Talent and Compensation Committee is ultimately responsible for determining

whether to accept such recommendations. The CEO makes recommendations to Talent and Compensation Committee on

compensation for executive officers, including NEOs, based on holistic assessment of each executive’s individual

performance and overall Company financial and strategic goals.

Compensation Consultant

As provided for in its charter, the Talent and Compensation Committee has sole discretion to retain a compensation

consultant and is directly responsible for the appointment, compensation and oversight for such consultant’s work. In

2024, the Talent and Compensation Committee continued to engage Meridian Compensation Partners, LLC (“Meridian”)

as its independent compensation consultant to assist with the design and administration of the Company’s executive

compensation pay practices, including the following:

• the composition of our Market Comparison Group;

• our compensation plan risk;

• current trends in executive and director compensation design;

• the overall levels of compensation and types and blend of various compensation elements; and

• changes in the regulatory or governance environment for executive compensation issues.

Meridian attended meetings of the Talent and Compensation Committee and had direct access to the Talent and

Compensation Committee’s members during the period of its engagement in 2024. In addition, Meridian regularly conferred

with our senior management and human resources department to collect, analyze and present data requested by the Talent

and Compensation Committee.

52 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS

Market Comparison Group

Our Market Comparison Group is an integral component of our annual compensation review — which begins in September

and runs through February — and is used to help guide the Talent and Compensation Committee’s decisions regarding

competitive pay levels and design architecture.

HOW WE CHOOSE OUR MARKET COMPARISON GROUP

In making its determinations for fiscal year 2024 compensation, the Talent and Compensation Committee considered publicly

available information of a select group of peer companies to inform the pay levels and structures for the NEOs. The list of

companies that comprise our Market Comparison Group is reviewed annually in consultation with Meridian, our independent

compensation consultant. The Talent and Compensation Committee evaluated the peer group using the following criteria:

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

• Relevant industry group — company included within the consumer discretionary sector under the Global Industry

Classification Standard (GICS)

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

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

industry categories

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

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

Based on considerations of the factors above, Meridian recommended, and the Talent and Compensation Committee

approved, certain changes to the Market Comparison Group from 2023 as detailed below. The changes were based on review

of industry group, market capitalization, revenue range and global footprint.

PEERS ADDED

American Airlines Group Inc.

Delta Air Lines, Inc.

United Airlines Holdings, Inc.

Chipotle Mexican Grill, Inc.

Domino’s Pizza

Hyatt Hotels Corporation

2023 PEERS

Booking Holdings Inc.

Caesars Entertainment Corp.

Carnival Corp.

Darden Restaurants, Inc.

eBay Inc.

Expedia Inc.

Hilton Worldwide Holdings, Inc.

Las Vegas Sands Corp.

Live Nation Entertainment, Inc.

Marriott International Inc.

McDonald’s Corporation

MGM Resorts International

Norwegian Cruise Line

Holdings Ltd.

Starbucks Corp.

Travel + Leisure Co.

Wynn Resort Ltd.

Yum Brands Inc.

PEER REMOVED

eBay Inc.

Live Nation Entertainment, Inc.

Travel + Leisure Co.

2024 PEERS

American Airlines Group Inc.

Booking Holdings Inc.

Caesars Entertainment, Inc.

Carnival Corp.

Chipotle Mexican Grill, Inc.

Darden Restaurants, Inc.

Delta Air Lines, Inc.

Domino's Pizza, Inc.

Expedia Group, Inc.

Hilton Worldwide Holdings Inc.

Hyatt Hotels Corporation

Las Vegas Sands Corp.

Marriott International, Inc.

McDonald's Corporation

MGM Resorts International

Norwegian Cruise Line Holdings Ltd.

Starbucks Corp.

United Airlines Holdings, Inc.

Wynn Resorts, Ltd.

Yum! Brands, Inc.

2025 Proxy Statement 53

TABLE OF CONTENTS COMPENSATION DISCUSSION AND ANALYSIS

Clawback Policy

We seek to recover, to the extent practicable, performance-based compensation from any executive officer and certain other

members of senior management under certain circumstances. The Company has two arrangements to clawback or cancel

awards. The table below summarizes certain key terms of our policies:

Amended and Restated Incentive Plan and

Executive Bonus Plan

Royal Caribbean Cruises Ltd. Clawback Policy (1)

Clawback

Trigger(s)

Restatement due to material noncompliance with

financial reporting requirements under the securities laws

as required by the Dodd-Frank Act and corresponding

NYSE listing standards.

The recovery of such compensation applies regardless of

whether an executive officer engaged in misconduct in

connection with the restatement.

(i) If there is a financial restatement due to a material

non-compliance with financial reporting requirements;

or

(ii) with respect to PSU Awards, there is a high

likelihood that an out-of-period adjustment to the

Company’s financial statements covering the

performance period would be deemed material

because there is alleged misconduct associated with

the adjustment.

Compensation

Covered

PSU Awards and cash bonus

PSU Awards and cash bonus

Recoupment

Amount

Amount of compensation granted, vested or paid to a

covered person during the performance period that

exceeds the amount of compensation that would

otherwise have been granted, vested or paid to the

person had such amount been determined based on the

applicable restatement.

An amount equal to the difference between the amount

actually awarded based on the erroneous financial data

and the amount of compensation that should have been

awarded under the accounting restatement or the

adjusted financial statements, as applicable, as

determined by the Talent and Compensation Committee.

Look-Back Period

The three fiscal year period preceding the date in which

the Company concludes or reasonably should have

concluded a restatement is required

For PSU Awards: Two-year period following the end of

the applicable performance period for each award

(1) We filed the Clawback Policy as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Clawback

Trigger(s)

Restatement due to material noncompliance with

financial reporting requirements under the securities laws

as required by the Dodd-Frank Act and corresponding

NYSE listing standards.

The recovery of such compensation applies regardless of

whether an executive officer engaged in misconduct in

connection with the restatement.

(i) If there is a financial restatement due to a material

non-compliance with financial reporting requirements;

or

(ii) with respect to PSU Awards, there is a high

likelihood that an out-of-period adjustment to the

Company’s financial statements covering the

performance period would be deemed material

because there is alleged misconduct associated with

the adjustment.

Compensation

Covered

PSU Awards and cash bonus

PSU Awards and cash bonus

Recoupment

Amount

Amount of compensation granted, vested or paid to a

covered person during the performance period that

exceeds the amount of compensation that would

otherwise have been granted, vested or paid to the

person had such amount been determined based on the

applicable restatement.

An amount equal to the difference between the amount

actually awarded based on the erroneous financial data

and the amount of compensation that should have been

awarded under the accounting restatement or the

adjusted financial statements, as applicable, as

determined by the Talent and Compensation Committee.

Look-Back Period

The three fiscal year period preceding the date in which

the Company concludes or reasonably should have

concluded a restatement is required

For PSU Awards: Two-year period following the end of

the applicable performance period for each award

Equity Grant Practices

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. We do not currently grant stock

options to our employees. The Talent and Compensation Committee did not take material nonpublic information into account

when determining the timing and terms of equity awards in 2024. Further, the Company has not timed the disclosure of

material nonpublic information to affect the value of executive compensation.

Vesting Into Retirement Policy: Certain of our executives may be eligible for accelerated or continued vesting of applicable

long-term equity awards under our “Vesting Into Retirement” policy. In recognition that different motivations and considerations

prevail for officers approaching retirement, awards granted to executives who are at least 62 years of age and who have been

employed by RCG for at least 15 years are generally not subject to forfeiture upon termination of employment after the later of

the first anniversary of the grant date and the first anniversary of the date that the officer meets both the age and service

criteria. In order to maintain an alignment of interest with our shareholders, these awards continue to be subject to restrictions

on transfer that will lift over the vesting schedule for the RSUs and PSUs awards.

54 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS

Stock Ownership Guidelines

We recognize the importance of aligning our management’s interests with those of our shareholders. As a result, the Board, at

the recommendation of the Talent and Compensation Committee, has established stock ownership guidelines for all of our

officers. Under these guidelines, the NEOs are expected to accumulate over a designated period, Company stock having a fair

market value equal to the multiples of their base salaries as shown in the table below.

Name	Stock Ownership Amount (base salary multiple)
Chief Executive Officer	6 times
All Other NEOs	3 times

Stock owned outright, unvested time-based restricted stock, and the earned portion of performance-based stock awards count

towards the stock ownership amount. Officers are required to retain 50% of the net after-tax shares received under any equity

awards until they meet the applicable ownership amount. Once an officer’s target stock ownership is achieved, or upon

expiration of the applicable accumulation period, an officer will be permitted to sell Company stock only to the extent that,

immediately following such sale, the officer continues to meet the applicable ownership amount. Each NEO is currently in

compliance with the stock ownership guidelines.

Prohibition of Pledging/Hedging

Our Securities Trading Policy prohibits hedging transactions in Company securities by officers, directors and employees,

including through the use of instruments such as prepaid variable forwards, equity swaps, collars and exchange funds, and

from short selling our securities. In addition, it prohibits directors and officers who are subject to Section 16 of the Securities

Exchange Act of 1934 from holding Company securities in a margin account or otherwise pledging Company securities as

collateral for a loan.

2025 Proxy Statement 55

TABLE OF CONTENTS REPORT OF THE TALENT AND COMPENSATION COMMITTEE

Report of the Talent and Compensation Committee

The Talent and Compensation Committee has reviewed and discussed with management the Compensation Discussion &

Analysis and, based on such review and discussion, has recommended to the Board that the Compensation Discussion &

Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for 2024.

THE TALENT AND COMPENSATION COMMITTEE

• Vagn O. Sørensen, Chair

• John F. Brock

• Amy McPherson

• Maritza Montiel

• Ann S. Moore

• Donald Thompson

56 2025 Proxy Statement

EXECUTIVE COMPENSATION TABLES TABLE OF CONTENTS

Executive Compensation Tables

SUMMARY COMPENSATION TABLE

The following table presents certain summary information for the fiscal years ended December 31, 2022, 2023 and 2024

concerning compensation earned for services rendered in all capacities by our NEOs.

Name and Principal Position	Year	Salary / Fees ($)	Stock Awards (1)(2) ($)	Non-Equity Incentive Plan Compensation (3) ($)	Change in Pension Value and NQDC Earnings ($)	All Other Compensation (5) ($)	Total ($)
Jason T. Liberty President and Chief Executive Officer	2024	1,342,308	12,999,935	4,911,300		244,278	19,497,820
	2023	1,246,986	11,500,037	4,280,000	-	189,252	17,216,275
	2022	1,200,000	7,000,056	2,344,800	-	219,402	10,764,258
Naftali Holtz Chief Financial Officer	2024	896,923	3,099,991	1,823,908		57,081	5,877,903
	2023	792,466	2,520,003	1,527,680	-	45,283	4,885,432
	2022	675,000	1,400,011	709,645	-	33,396	2,818,052
Michael W. Bayley President and CEO, Royal Caribbean	2024	1,120,077	4,999,919	2,733,685		156,373	9,010,054
	2023	1,082,890	7,000,026	2,585,374	-	141,325	10,809,615
	2022	1,046,849	5,000,029	1,590,035	-	128,847	7,765,760
Laura Hodges Bethge (4) President, Celebrity Cruises	2024	798,923	1,999,943	1,438,181		102,167	4,339,215
	2023	724,104	1,487,832	1,043,750	-	90,971	3,346,657
Harri U. Kulovaara EVP, Maritime	2024	904,923	1,749,966	1,958,180		134,584	4,747,653
	2023	878,222	1,790,040	1,865,040	-	126,294	4,659,596
	2022	847,948	1,500,001	1,151,632	-	115,759	3,615,340

(1) The amounts in this column reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718.

Name and Principal Position	Year	Salary / Fees ($)	Stock Awards (1)(2) ($)	Non-Equity Incentive Plan Compensation (3) ($)	Change in Pension Value and NQDC Earnings ($)	All Other Compensation (5) ($)	Total ($)
Jason T. Liberty President and Chief Executive Officer	2024	1,342,308	12,999,935	4,911,300		244,278	19,497,820
	2023	1,246,986	11,500,037	4,280,000	-	189,252	17,216,275
	2022	1,200,000	7,000,056	2,344,800	-	219,402	10,764,258
Naftali Holtz Chief Financial Officer	2024	896,923	3,099,991	1,823,908		57,081	5,877,903
	2023	792,466	2,520,003	1,527,680	-	45,283	4,885,432
	2022	675,000	1,400,011	709,645	-	33,396	2,818,052
Michael W. Bayley President and CEO, Royal Caribbean	2024	1,120,077	4,999,919	2,733,685		156,373	9,010,054
	2023	1,082,890	7,000,026	2,585,374	-	141,325	10,809,615
	2022	1,046,849	5,000,029	1,590,035	-	128,847	7,765,760
Laura Hodges Bethge (4) President, Celebrity Cruises	2024	798,923	1,999,943	1,438,181		102,167	4,339,215
	2023	724,104	1,487,832	1,043,750	-	90,971	3,346,657
Harri U. Kulovaara EVP, Maritime	2024	904,923	1,749,966	1,958,180		134,584	4,747,653
	2023	878,222	1,790,040	1,865,040	-	126,294	4,659,596
	2022	847,948	1,500,001	1,151,632	-	115,759	3,615,340

Consequently, the amount reported in this column represents the fair value of the award at the service inception date (i.e., the date the

Talent and Compensation Committee authorized the award) based upon the probable outcome of the performance conditions. See Note

11 of the consolidated financial statements in the Company’s Annual Report for the year ended December 31, 2024, regarding

assumptions underlying the valuation of each of these types of awards.

(2) Amounts for 2024 include the grant date fair value of both the time-based awards and performance-based annual equity awards granted

to each NEO in February 2024. The values on the service inception date of the performance-based awards granted to the NEOs as part

of the February 2024 annual equity awards (assuming that the highest level of performance conditions will be achieved (i.e., 200%)) are

the following: Mr. Liberty – $20,799,920; Mr. Holtz – $4,960,010; Mr. Bayley – $7,999,895; Mr. Kulovaara – $2,799,945; and Ms. Bethge –

$3,199,885.

(3) Represents amounts earned pursuant to the annual Executive Bonus Plan. We make payments under our annual Executive Bonus Plan

in the first quarter following the fiscal year in which they were earned. In addition to the amounts earned under the Executive Bonus Plan,

Mr. Kulovaara is entitled to receive a bonus of $150,000 per ship delivered during the year. D uring 2024, RCG took delivery of three ships

and Mr. Kulovaara received a ship delivery bonus of $450,000 , in addition to the $1,508,180 he earned under the Executive Bonus Plan

for 2024.

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

(5) Please see the table below titled “2024 All Other Compensation” for an itemized disclosure of this element of compensation.

2025 Proxy Statement 57

TABLE OF CONTENTS EXECUTIVE COMPENSATION TABLES

2024 ALL OTHER COMPENSATION

Name	Company Contributions to Qualified Deferred Compensation Plans (1) ($)	Benefit Payouts (2) ($)	Life Insurance Policies (3) ($)	Other Perquisites (4) ($)	Total ($)
Jason T. Liberty	34,500	99,731	4,299	105,749	244,278
Naftali Holtz	13,800	22,077	2,004	19,200	57,081
Michael W. Bayley	34,500	77,508	13,831	30,535	156,373
Laura Hodges Bethge	34,500	45,392	2,040	20,235	102,167
Harri U. Kulovaara	34,500	55,992	24,892	19,200	134,584

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

(2) Represents amounts payable to the NEOs for service in 2024 in lieu of amounts that would have been contributed by the Company to the

Royal Caribbean Cruises Ltd. Supplemental Executive Retirement Plan but for the adoption of Section 457A of the Internal Revenue

Code effective as of January 1, 2009.

(3) Represents payments for premiums paid by the Company on life insurance policies for each NEO.

(4) Ot her perquisites and benefits include:

• payments or allowance for auto lease, maintenance and repairs, registration and insurance for each NEO;

• the aggregate incremental cost of personal use by Mr. Liberty of chartered aircraft, which was determined based on all costs billed

by the third-party charterer for such travel;

• For Mr. Liberty, $26,380 for the total cost incurred by the Company in residential security installation and monitoring as well as the

provision of security personnel at Mr. Liberty's residence during December 2024 and for a personal trip outside of the United States;

• $ 36,497 for the cost of the periodic use of a Company car and driver for commuting purposes for Mr. Liberty. The incremental cost

attributable to the personal use of the car was calculated by allocating the cost of the fuel between non-business and business use

based on total mileage travelled. The incremental cost of the driver was determined based on the cost of the driver’s salary and

benefits for the proportion of time the driver was used for non-business trips;

• For Mr. Bayley, the total cost of residential security personnel during the month of December 2024; and

• For Ms. Hodges Bethge, the cost of an annual physical exam.

58 2025 Proxy Statement

EXECUTIVE COMPENSATION TABLES TABLE OF CONTENTS

Grants of Plan Based Awards in 2024

The following table provides information about cash (non-equity) and equity incentive compensation awarded to our NEOs in

2024, including (1) the range of possible cash payouts under our annual Executive Bonus Plan; (2) the grant date of equity

awards; (3) the number of time-based and performance-based restricted stock units granted; and (4) the grant date fair value

of the time-based and performance-based equity grants calculated in accordance with FASB ASC Topic 718. The time-based

and performance-based equity awards were granted under the Company’s 2008 Equity Incentive Plan, which is discussed in

greater detail in this proxy statement under the caption “Compensation Discussion and Analysis.”

Name	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Type of Awards	Estimated Future Payouts Under Equity Incentive Plan Awards (3)			All Other Stock Awards: Number of Shares of Stocks or Units (#)	Grant Date Fair Value of Stock Awards (4) ($)
	Threshold ($)	Target ($)	Maximum ($)		Threshold ($)	Target ($)	Maximum ($)
Jason T. Liberty	0	2,700,000	5,400,000					–	–
			2/8/24	PSU (5)	–	64,496	128,992	--	7,799,985
			2/8/24	RSU (6)		--	--	42,997	5,199,950
Naftali Holtz	0	1,086,000	2,172,000			--	--	--	--
			2/8/24	PSU (5)	–	15,380	30,760	--	1,860,019
			2/8/24	RSU (6)		--	--	10,253	1,239,972
Michael W. Bayley	0	1,628,350	3,256,700			--	--	--	--
			2/8/24	PSA (5)	–	24,806	49,612	--	2,999,976
			2/8/24	RSU (6)		--	--	16,537	1,999,943
Laura Hodges Bethge	0	883,300	1,766,600			--	--	--	--
			2/8/24	PSU (5)	–	9,922	19,844	--	1,199,942
			2/8/24	RSU (6)				6,615	800,002
Harri U. Kulovaara	0	907,000	1,814,000			--	--	--	--
		450,000	(2)			--	--	--	--
			2/8/24	PSA (5)	–	8,682	17,364	--	1,049,979
			2/8/24	RSU (6)		--	--	5,788	699,986

(1) These values represent the threshold, target and maximum payouts under the Executive Bonus Plan. As discussed above, payouts under

our Executive Bonus Plan range from 0% to 200% based on the company-wide and, if applicable, brand-specific performance level

achieved and, except in the case of Mr. Liberty, the individual performance level achieved. For additional details on the final payout for

each NEO, refer to “2024 Executive Bonus Plan Payouts” on page 47 .

(2) In addition to the amounts that may be earned pursuant to the Executive Bonus Plan, Mr. Kulovaara is eligible to receive an incentive

payment equal to $150,000 for each ship delivered during the year. There were three ship deliveries for 2024.

(3) These values represent the threshold, target and maximum number of shares that may be earned pursuant to the performance-based

award for the relevant performance period. As discussed above, payout on the performance-based awards range from 0% to 200%

based on the company-wide performance level achieved. For the annual performance-based awards granted in 2024, the PSUs or PSAs

will vest based on the achievement of certain performance metrics as further described in the Compensation Discussion and Analysis,

beginning on page 35 .

(4) G rant date fair value is calculated in accordance with FASB ASC Topic 718. With respect to the performance-based share awards, the

amount reported in this column represents the fair value of the award at the service inception date (i.e., the date the Talent and

Compensation Committee authorized the award) based upon the probable outcome of the performance conditions (i.e., target). See Note

11 of the consolidated financial statements in the Company’s Annual Report for the year ended December 31, 2024, regarding

assumptions underlying the valuation of each of these types of awards.

(5) Represents annual performance-based awards granted on February 8, 2024, which will be earned based on RCG’s performance for the

three-year period ending December 31, 2026.

(6) Represents the annual time-based RSUs granted on February 8, 2024, which will vest, or for which the transfer restrictions will lapse, in

three equal annual installments.

2025 Proxy Statement 59

TABLE OF CONTENTS EXECUTIVE COMPENSATION TABLES

Outstanding Equity Awards at 2024 Fiscal Year End

The following table provides information concerning unvested restricted stock units and performance share awards for each

NEO outstanding as of the end of the fiscal year ended December 31, 2024. Each award is shown separately for each NEO.

		Stock Awards
					Equity Incentive Plan Awards
Name	Equity Award Grant Date	# of Shares or Units of Stock That Have Not Vested (#)		Market value of Shares or Units of Stock That Have Not Vested (1) ($)	# of Unearned Shares/Units or Other Rights That Have Not Vested (#)		Market or Payout Value of Unearned Shares/Units or Other Rights that Have Not Vested (1) ($)
Jason T. Liberty	2/7/2022				105,264	(3)	24,283,352
	2/9/2023				277,536	(4)	64,024,780
	2/8/2024				128,992	(5)	29,757,164
	3/24/2021	4,126	(2)	951,827
	2/7/2022	17,544	(2)	4,047,225
	2/9/2023	41,119	(2)	9,485,742
	2/8/2024	42,997	(2)	9,918,978
		105,786		24,403,772	511,792		118,065,296
Naftali Holtz	2/7/2022				21,052	(3)	4,856,486
	2/9/2023				60,816	(4)	14,029,643
	2/8/2024				30,760	(5)	7,096,024
	3/24/2021	766	(2)	176,709
	2/7/2022	3,508	(2)	809,261
	2/9/2023	9,010	(2)	2,078,517
	2/8/2024	10,253	(2)	2,365,265
		23,537		5,429,751	112,628		25,982,153
Michael W. Bayley	2/7/2022				75,188	(3)	17,345,120
	2/9/2023				168,936	(4)	38,971,846
	2/8/2024				49,612	(5)	11,444,992
	2/8/2024	16,537	(2)	3,814,921
		16,537		3,814,921	293,736		67,761,958
Laura Hodges Bethge	2/7/2022				15,038	(3)	3,469,116
	2/9/2023				31,857	(4)	7,349,091
	2/8/2024				19,844	(5)	4,577,812
	3/24/2021	773	(2)	178,323
	2/7/2022	2,506	(2)	578,109
	2/9/2023	4,720	(2)	1,088,857
	6/1/2023	1,361	(2)	313,969
	2/8/2024	6,615	(2)	1,526,014
		15,975		3,685,273	66,739		15,396,020

60 2025 Proxy Statement

EXECUTIVE COMPENSATION TABLES TABLE OF CONTENTS

		Stock Awards
					Equity Incentive Plan Awards
Name	Equity Award Grant Date	# of Shares or Units of Stock That Have Not Vested (#)		Market value of Shares or Units of Stock That Have Not Vested (1) ($)	# of Unearned Shares/Units or Other Rights That Have Not Vested (#)		Market or Payout Value of Unearned Shares/Units or Other Rights that Have Not Vested (1) ($)
Harri U. Kulovaara	2/7/2022				22,556	(3)	5,203,444
	2/9/2023				43,200	(4)	9,965,808
	2/8/2024				17,364	(5)	4,005,701
	2/8/2024	5,788	(2)	1,335,234
		5,788		1,335,234	83,120		19,174,953

(1) Calculated based on the closing stock price of $ 230.69 of the Company’s common stock on December 31, 2024.

		Stock Awards
					Equity Incentive Plan Awards
Name	Equity Award Grant Date	# of Shares or Units of Stock That Have Not Vested (#)		Market value of Shares or Units of Stock That Have Not Vested (1) ($)	# of Unearned Shares/Units or Other Rights That Have Not Vested (#)		Market or Payout Value of Unearned Shares/Units or Other Rights that Have Not Vested (1) ($)
Harri U. Kulovaara	2/7/2022				22,556	(3)	5,203,444
	2/9/2023				43,200	(4)	9,965,808
	2/8/2024				17,364	(5)	4,005,701
	2/8/2024	5,788	(2)	1,335,234
		5,788		1,335,234	83,120		19,174,953

(2) Outstanding time-based RSUs vest in accordance with the following schedule: remaining time-based RSUs granted in 2021 through 2022

will vest in four equal annual installments commencing on the first anniversary of the award date; remaining time-based RSUs granted in

2023 and 2024 will vest in three equal annual installments commencing on the first anniversary of the award date. Time-based RSUs

awarded to NEOs eligible under the “Vesting into Retirement” policy vest on the later of the first anniversary of the grant date and the first

anniversary of the date the officer meets both the age and service criteria; however, these awards remain subject to restrictions on

transfer that lapse over the same period during which the RSUs otherwise would have been scheduled to vest.

(3) Represents the 2022 PSU Awards for the three-year period ending December 31, 2024, which were earned based on RCG's

performance through December 31, 2024 and that vested on February 11, 2025 when the Talent and Compensation Committee

determined the actual payout level. See Compensation Discussion and Analysis – “Payout under 2022-2024 Performance-Based Equity

Awards" on page 50.

(4) Represents the 2023 PSU Awards for the three-year period ending December 31, 2025 that, to the extent earned, will vest on the date in

2026 that the Talent and Compensation Committee sets the actual payout level for purposes of such grant. Reflects the maximum

number of PSUs/PSAs that may be earned. For the 2023 PSU Awards, maximum payout is reflected at 300%.

(5) Represents the 2024 PSU Awards for the three-year period ending December 31, 2026 that, to the extent earned, will vest on the date in

2027 that the Talent and Compensation Committee sets the actual payout level for purposes of such grant. Reflects the maximum

number of PSUs/PSAs that may be earned.

2025 Proxy Statement 61

TABLE OF CONTENTS EXECUTIVE COMPENSATION TABLES

Option Exercises and Stock Vested in 2024

The following table provides information for the NEOs on stock option exercises and the time-based RSUs and performance-

based awards that vested during 2024, including the number of shares acquired upon exercise or vesting and the value

realized, before payment of any applicable withholding tax and broker commissions.

Name	Option Awards — Number of Shares Acquired on Exercise (#)	Stock Awards (1) — Number of Shares Acquired on Vesting (2) (#)	Value Realized on Vesting (3) ($)
Jason T. Liberty	–	113,990	14,914,922
Naftali Holtz	–	13,335	1,692,859
Michael W. Bayley	–	148,056	19,445,346
Harri U. Kulovaara	–	22,862	2,936,166
Laura Hodges Bethge	–	10,667	1,388,747

(1) These columns reflect RSUs, PSUs, and PSAs previously awarded to the named executive officers that vested during 2024. For those

executives eligible to participate in the “Vesting into Retirement” policy on the grant date, the time-based RSUs and the PSAs vest on the

first anniversary of the grant date; however, the restrictions on transfer or sale of the time-based RSUs only lapse on the anniversary

dates of the grant date during the applicable vesting schedule, while the PSAs are only earned at the same time as the PSUs at the end

of the relevant performance period when the Talent and Compensation Committee approves the payout level. For those that become

eligible to participate in the “Vesting into Retirement” policy between the grant date and the vesting date, the time-based RSUs and the

PSUs vest on the later of (i) the first anniversary of the grant date and (ii) the first anniversary of the date the officer meets both the age

and service criteria; however, these awards remain subject to the same restrictions on transfer and the same criteria for being earned.

(2) Of these amounts, shares were withheld by us to cover tax withholding obligations as follows: Mr. Liberty – 43,788 shares; Mr. Holtz –

4,336 ; Mr. Bayley – 57,169 shares; Mr. Kulovaara – 7,888 shares, and Ms. Bethge – 3,685 shares.

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

62 2025 Proxy Statement

EXECUTIVE COMPENSATION TABLES TABLE OF CONTENTS

Executive Employment Agreements

We have employment agreements with each of our current NEOs. These agreements are intended to enhance the retention

and motivation of these key employees and include provisions protecting the Company such as non-competition and non-

solicitation clauses. The material terms of the employment agreements applicable as of December 31, 2024 are summarized

below. Ms. Bethge’s agreement is with Celebrity Cruises Inc.

Each NEO is entitled to receive an annual base salary, which may be increased, but not decreased, at any time during the

term at our sole discretion. Each NEO is also eligible to participate in and receive awards, in our discretion, pursuant to any

cash incentive compensation programs and any equity or long-term incentive plans on terms available to similarly situated

executives of the Company.

Each NEO’s employment can be terminated by us or by them at any time. For NEOs other than Mr. Holtz, if we terminate their

employment without “cause” or if such NEO resigns for “good reason” (as both terms are defined in the applicable employment

agreement), the NEO would be entitled to (i) two times the NEO’s then current base salary payable over the two year period

following termination, and (ii) two times the NEO’s “target” bonus under the annual Executive Bonus Plan for the year in which

the termination of employment occurs. With regard to Mr. Holtz, he would be entitled to a payment equal to his current base

salary payable over the one-year period following termination. In addition, the NEOs would be entitled to continued payment of

health and medical benefits for a period of two years (one year for Mr. Holtz and Ms. Hodges Bethge) commencing on the date

of termination, or until such time that he or she commences employment with a new employer, whichever occurs first, and

payment of reasonable professional search fees relating to outplacement. At our sole discretion, the NEOs (except for Ms.

Hodges Bethge) would also be eligible to receive a one-time lump sum termination bonus to be paid two years (one year for

Mr. Holtz) after the date of termination in an amount not to exceed 50% of the NEO’s base salary as of the date of termination.

All of these payments would be conditioned on the NEO executing a general release of claims for the benefit of the Company.

For NEOs other than Mr. Holtz and Ms. Hodges Bethge, if the NEO’s employment is terminated as a result of the NEO’s death

or disability, the NEO, or the NEO’s legal representative, would be entitled to, (i) payment equal to two times the NEO’s base

salary in effect at the time of termination of employment, (ii) payment of two times the NEO’s “target” bonus he or she would

have been entitled to receive under the annual Executive Bonus Plan in each year during the two year period commencing on

the date of termination, and (iii) any death or disability benefit, as applicable, provided in accordance with the terms of the

Company’s employee benefit plans then in effect. Mr. Holtz and Ms. Hodges Bethge, or their legal representative, would be

entitled to receive payment of compensation equal to the NEO’s base salary in effect though the date of termination, payment

of accrued benefits, and any benefits provided in accordance with applicable plans then in effect.

If the NEO’s employment is terminated for cause, we have no obligation to provide severance payments.

Any outstanding equity grants held by the NEO at the time of termination would be treated in the manner provided for in each

equity grant. Please see further information regarding treatment of equity grants under the heading “Payment Upon

Termination of Employment.”

Each NEO has agreed not to compete with the Company or its affiliates during the term of employment and for two years (one

year for Mr. Holtz) following termination of employment and to refrain from (i) employing the Company’s or its affiliates’

employees during such period or (ii) soliciting employees, consultants, lenders, suppliers or customers from discontinuing,

modifying or reducing the extent of their relationship with the Company during such period. During the term of the agreements

and subsequent thereto, the NEOs have agreed not to disclose or use any confidential information.

Payments Upon Termination of Employment

The following table represents payments and benefits to which the current NEOs would be entitled upon termination of their

employment in accordance with their employment agreements and our equity plans and agreements. Termination of

employment is assumed to occur, for purposes of this table, on December 31, 2024. Entitlements upon termination of

employment are governed by the NEOs’ employment agreements with the Company, which are described under the heading

“Employment Agreements.” In addition, the treatment of outstanding equity awards, which are unvested as of the time of

termination, are treated in accordance with the agreement and plan applicable to the particular award, as described below. We

do not provide any cash payments in the event of a change of control absent an employment termination nor do we increase

the amount of cash severance that would be due to a NEO in the event of his or her termination of employment in connection

with a change of control.

2025 Proxy Statement 63

TABLE OF CONTENTS EXECUTIVE COMPENSATION TABLES

The table does not include amounts a NEO would be entitled to receive without regard to the circumstances of termination,

such as accrued vested equity awards or accrued retirement benefits (if retirement eligible) and deferred compensation.

Please see the “Outstanding Equity Awards at 2024 Fiscal Year-End” table for more information.

Name	Benefit	Termination Type — Death or Disability ($)	Termination w/o Cause or for Good Reason (2) ($)	“Change of Control w/ Termination” ($)
Jason T. Liberty	Severance Payment	2,700,000	2,700,000	2,700,000
	Settlement of Outstanding Annual Bonus Award	5,400,000	5,400,000	5,400,000
	Settlement of Outstanding Equity Awards (1)	72,765,624	--	123,112,628
	Medical and Dental Benefits Continuation	--	34,129	34,129
	Outplacement Services	--	25,000	25,000
	Total	80,865,624	8,159,129	131,271,756
Naftali Holtz	Severance Payment	--	905,000	905,000
	Settlement of Outstanding Annual Bonus Award	--	--	--
	Settlement of Outstanding Equity Awards (1)	16,082,553	--	27,103,288
	Medical and Dental Benefits Continuation	--	17,064	17,064
	Outplacement Services	--	25,000	25,000
	Total	16,082,553	947,064	28,050,353
Michael W. Bayley	Severance Payment	2,246,000	2,246,000	2,246,000
	Settlement of Outstanding Annual Bonus Award	3,256,700	3,256,700	3,256,700
	Settlement of Outstanding Equity Awards (1)	31,200,592	--	61,474,756
	Medical and Dental Benefits Continuation	--	21,127	21,127
	Outplacement Services	--	25,000	25,000
	Total	36,703,292	5,548,827	67,023,583
Harri U. Kulovaara	Severance Payment	1,814,000	1,814,000	1,814,000
	Settlement of Outstanding Annual Bonus Award	1,814,000	1,814,000	1,814,000
	Settlement of Outstanding Equity Awards (1)	9,261,742	--	17,276,508
	Medical and Dental Benefits Continuation	--	24,073	24,073
	Outplacement Services	--	25,000	25,000
	Total	12,889,742	3,677,073	20,953,581
Laura Hodges Bethge	Severance Payment	--	1,606,000	1,606,000
	Settlement of Outstanding Annual Bonus Award	--	1,766,600	1,766,600
	Settlement of Outstanding Equity Awards (1)	10,158,434	--	16,205,502
	Medical and Dental Benefits Continuation	--	12,208	12,208
	Outplacement Services	--	25,000	25,000
	Total	10,158,434	3,409,808	19,615,309

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

agreements:

a. upon a termination due to death or disability, (i) all unvested time-based RSUs will immediately vest and (ii) all unearned

performance-based awards will be earned at target and, to the extent not yet vested, immediately vest; and

b. upon a termination of the executive’s employment by the Company without “cause” or by the executive for “good reason” within

18 months following a “change of control”, (i) all unvested time-based RSUs will immediately vest and (ii) all unearned

performance-based awards will be earned based upon the Talent and Compensation Committee’s then best estimate of the

shares that have been earned will be awardable at the end of the performance period, and, to the extent not yet vested,

immediately vest. For purposes of the table above, we assumed that the Company would meet target for each of the

performance-based awards.

(2) Outstanding equity awards for each of Mr. Bayley and Mr. Kulovaara will continue to vest in accordance with their terms based on having

met the age and service criteria under our Vesting into Retirement Policy.

64 2025 Proxy Statement

CEO PAY RATIO TABLE OF CONTENTS

CEO Pay Ratio

In August 2015, pursuant to a mandate of the Dodd Frank Wall Street Reform and Consumer Protection Act, the SEC adopted

a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual

compensation of the Principal Executive Officer (“PEO”). Due to maritime requirements and the practical implications of

employment on ships with worldwide operations, our shipboard employees receive certain benefits and accommodations that

are not typically provided to shoreside employees including housing and meals while on the ship and medical care for any

injuries or illnesses that occur while in the service of the ship. These benefits and accommodations are free of cost to each

shipboard employee. Additionally, because our shipboard employees are away from home for extended periods of time while

on the ship, they do not work for the entire year. Our shipboard employees also generally reside outside of the U.S., where the

cost of living may be significantly lower than in the United States.

We calculated median gross wages of our global employee population as of December 31, 2024 (excluding shipboard

employees who were not assigned to any sailing during the year and thus did not receive any compensation) to identify our

median employee. We did not annualize the pay for our employees when identifying our median. We determined that this

person was a crew member whose total compensation for 2024, calculated consistent with Item 402(c) of Regulation $18,799 .

This figure includes shipboard pension and gratuities directly billed to our guests but excludes any cash gratuities paid directly

to the employee by guests. Based upon this methodology and the CEO’s total compensation, as set forth in the Summary

Compensation Table, we estimate the ratio of our CEO’s pay to the median employee’s pay is 1037 to 1.

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of

Regulation S-K, we are providing the following information about the relationship between executive compensation actually

paid and the Company’s financial performance.

TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE

The following table discloses information on “compensation actually paid” (CAP) to our principal executive officer (PEO) and

(on average) to our other NEOs during the specified years alongside total shareholder return (TSR) and net income metrics, as

well as a Company-selected measure of Adjusted EPS. The Company selected this measure as the most important in linking

compensation actually paid to our NEOs for 2024 to Company performance, as Adjusted EPS was the predominant metric

used in evaluating company-wide performance under our Executive Bonus Plan (65%) and comprised 45% of PSU awards

granted to our NEOs in 2024 for the performance period ending December 2026, as described in more detail in the

“Compensation Discussion and Analysis” beginning on page 35 .

The CAP amounts in the table below reflect a re-valuation of equity awards granted to our Principal Executive Officer(s)

(PEOs) and other NEOs. SEC regulations instruct us to back out the grant date fair value of equity awards that is used in the

Summary Compensation Table and replace it with values for unvested equity awards at each year end and change in fair value

of shares that vested in the year. Accordingly, the CAP is an alternative way of calculating the value for executive equity

awards that uses the stock price at year end for unvested grants and at vest dates for those that vest in the year, instead of the

stock price at grant for only those awards newly granted in the year. For NEOs that have served for more than the current year,

the CAP values are higher because they include values for all prior grants, not just the current year. The Summary

Compensation Table already incorporates the value of the cash incentive paid for each year, so that performance-related

compensation component is unchanged in the CAP amounts in the table.

For 2024, the CAP to our PEO and average CAP to our other NEOs is significantly higher than the amounts shown in the

Summary Compensation Table, primarily due to the significant increase in the price of our common stock after the applicable

equity award grant dates. Accordingly, the value of our equity awards at vest and the value of unvested awards was higher

than the value at grant shown in the Summary Compensation Table. Our stock price increased by 78% from year end 2023 to

year end 2024. This stock price increase is aligned with increases in the Company’s Adjusted EPS results for 2024. In addition,

the Company's cumulative shareholder return in 2024 was 80% , which significantly outpaced the Dow Jones U.S. Travel &

Leisure Index with 2024 TSR of 20% %.

For the full year 2024, the company reported Net Income of $2.9 billion or $10.94 per share compared to Net Income of $1.7

billion or $6.31 per share in the prior year. In line with this improved financial performance and stock price increase, the 2024

CAP for our PEO and other NEOs represents a significant increase from 2023.

2025 Proxy Statement 65

TABLE OF CONTENTS PAY VERSUS PERFORMANCE

Fiscal Year	SCT Total Compensation for PEO (1) ($)	Compensation Actually Paid to PEO (2) ($)	SCT Total Compensation for Former PEO ($)	Compensation Actually Paid to Former PEO ($)	Average SCT Total Compensation for Non-PEO NEOs (3) ($)	Average Compensation Actually Paid to Non-PEO NEOs (2) ($)	Value of initial fixed $100 investment based on: — Company TSR (4) ($)	Peer Group TSR (4) ($)	Net Income (5) ($M)	Adjusted EPS (6) ($)
2024	19,497,820	76,584,558	–	–	5,993,706	20,032,360	175.31	170.51	2,877	11.80
2023	17,216,276	44,177,396	n/a	n/a	6,694,683	15,584,264	97.95	141.75	1,697	6.77
2022	10,764,258	3,846,340	300,006	( 4,371,814 )	4,738,954	1,390,884	37.39	116.17	( 2,156 )	( 6.82 )
2021	–	–	15,812,027	15,310,661	11,154,402	10,506,637	58.17	127.35	( 5,261 )	( 19.19 )
2020	–	–	12,083,504	( 462,571 )	5,360,290	498,183	56.50	101.09	( 5,798 )	( 18.31 )

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

(2) The dollar amounts shown in these columns reflect “compensation actually paid” to the NEOs calculated in accordance with SEC rules.

As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future

periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to

either individual during the applicable years. The adjustments made to each officer’s total compensation for each year to determine CAP

are shown in the table below. For Mr. Liberty , information is only included with respect to 2022 through 2024, the years in which he served

as CEO.

	2024	2023	2022		2021	2020
	Current PEO ($)	Current PEO ($)	Current PEO ($)	Former PEO ($)	Former PEO ($)	Former PEO ($)
Total Reported in Summary Compensation Table (SCT)	19,497,820	17,216,276	10,764,258	300,006	15,812,027	12,083,504
Deduct Change in Pension Value and NQDC Earnings Reported in SCT	–	–	–	–	( 156,971 )	( 154,879 )
Add Pension Service Cost and Impact of Pension Plan Amendments		–	–	–	–	–
Deduct Value of Stock Awards Reported in SCT	( 12,999,935 )	( 11,500,037 )	( 7,000,056 )	( 200,006 )	( 11,250,070 )	( 11,171,146 )
Add Year-End Fair Value of Awards Granted in Fiscal Year that are Unvested and Outstanding	28,517,206	24,266,273	4,336,000	–	10,198,401	7,624,579
Add Change in Fair Value of Prior Year Awards that are Outstanding and Unvested	41,497,491	13,323,495	( 4,049,875 )	( 4,835,434 )	292,027	( 5,771,819 )
Add Change in Fair Value (from Prior Year- End) of Prior Year Awards that Vested in Year	71,976	871,390	–	252,107	–	–
Add Fair Value of Awards Granted in Fiscal Year that Vested in the Same Fiscal Year	–	–	( 203,987 )	111,514	415,247	( 3,072,810 )
Deduct Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year	–	–	–	–	–	–
Total Adjustments	57,086,738	26,961,121	( 6,917,918 )	( 4,671,820 )	( 501,366 )	( 12,546,075 )
Compensation Actually Paid for Fiscal Year	76,584,558	44,177,396	3,846,340	( 4,371,814 )	15,310,661	( 462,571 )

66 2025 Proxy Statement

PAY VERSUS PERFORMANCE TABLE OF CONTENTS

	2024	2023	2022	2021	2020
	Other NEOs ($)	Other NEOs ($)	Other NEOs ($)	Other NEOs ($)	Other NEOs ($)
Total Reported in Summary Compensation Table (SCT)	5,993,706	6,694,683	4,738,954	11,154,402	5,360,290
Deduct Change in Pension Value and NQDC Earnings Reported in SCT	–		–	( 80,359 )	( 93,950 )
Add Pension Service Cost and Impact of Pension Plan Amendments		–	–	–	–
Deduct Value of Stock Awards Reported in SCT	( 2,988,569 )	( 3,329,581 )	( 2,662,507 )	( 8,812,501 )	( 3,093,676 )
Add Year-End Fair Value of Awards Granted in Fiscal Year that are Unvested and Outstanding	6,498,566	7,007,819	1,649,220	7,988,699	2,160,278
Add Change in Fair Value of Prior Year Awards that are Outstanding and Unvested	10,535,629	4,686,454	( 2,150,970 )	96,223	( 2,576,592 )
Add Change in Fair Value (from Prior Year- End) of Prior Year Awards that Vested in Year	( 6,973 )	524,889	–	–	–
Add Fair Value of Awards Granted in Fiscal Year that Vested in the Same Fiscal Year	–	–	( 183,813 )	160,173	( 1,258,168 )
Deduct Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year	–	–	–	–	–
Total Adjustments	14,038,654	8,889,581	( 3,348,070 )	( 647,765 )	( 4,862,107 )
Compensation Actually Paid for Fiscal Year	20,032,360	15,584,264	1,390,884	10,506,637	498,183

(3) Reflects the average total compensation of our non-PEO NEOs, as calculated in the SCT for each of the years shown. Our non-PEO

NEOs included in the table above are the following individuals: for 2024: Naftali Holtz, Michael Bayley, Harri U. Kulovaara, and Laura

Hodges Bethge; for 2023: Naftali Holtz, Michael Bayley, Lisa Lutoff-Perlo, Harri U. Kulovaara, and Laura Hodges Bethge; for 2022: Naftali

Holtz, Michael Bayley, Lisa Lutoff-Perlo, and Harri U. Kulovaara; for 2021: Jason Liberty, Michael W. Bayley, Lisa Lutoff-Perlo and Harri U.

Kulovaara; and for 2020: Jason Liberty, Michael W. Bayley, Lisa Lutoff-Perlo and Harri U. Kulovaara.

(4) Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2019. As permitted by SEC rules, the peer

group referenced for purpose of the TSR comparison is the group of companies included in the Dow Jones U.S. Travel and Leisure

Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Talent

and Compensation Committee for purposes of determining compensation paid to our executive officers is described on page 52.

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

(6) Adjusted Earnings (Loss) per Share is a non-GAAP financial measure that represents Adjusted Net Income (Loss) divided by weighted

average shares outstanding or by diluted weighted average shares outstanding, as applicable. Adjusted Net Income (Loss) represents

net income (loss) less net income attributable to noncontrolling interest, excluding certain items for which we believe adjusting for is

meaningful when assessing our performance on a comparative basis. Refer to the Annex of this Proxy Statement.

TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING COMPENSATION ACTUALLY PAID DURING

2024 TO COMPANY PERFORMANCE

As required, we disclose below the most important measures (unranked) used by the Company to link compensation actually

paid to our NEOs for 2024 to Company performance. For further information regarding these performance metrics and their

function in our executive compensation program, please see “Compensation Discussion and Analysis” beginning on page 35 .

Adjusted EPS
ROIC
Leverage (Net Debt/Adjusted EBITDA)

2025 Proxy Statement 67

TABLE OF CONTENTS PAY VERSUS PERFORMANCE

DISCLOSURE OF THE RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL

PERFORMANCE MEASURES

The below graphical illustrations demonstrate the relationship between compensation actually paid to the NEOs over the last

three fiscal years as compared to TSR, Net Income, and Adjusted EPS over the last five fiscal years. Generally, compensation

actually paid (for both the PEO(s) and NEOs) since fiscal 2020 has increased or decreased as each of TSR, Net Income, and

Adjusted EPS has increased or decreased, respectively. However, the compensation in fiscal 2021 for the N EOs does not

align with that trend as Mr. Liberty, Mr. Bayley, and Ms. Lutoff-Perlo received special retention equity grants. In accordanc e

with Item 402(v) of Regulation S-K, the Company is providing the following descriptions (shown graphically) of the

relationships between information presented in the Pay versus Performance table .

68 2025 Proxy Statement

PAY VERSUS PERFORMANCE TABLE OF CONTENTS

2025 Proxy Statement 69

TABLE OF CONTENTS DIRECTOR COMPENSATION FOR 2024

Director Compensation for 2024

We pay annual cash retainers of $100,000 to our directors for their service on the Board. We also pay annual cash retainers

for chairing and service on various Board committees. The amount of these retainers in 2024 for a full year of service was as

follows:

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

Directors do not earn fees for each meeting attended; however, they are reimbursed for their travel expenses and,

occasionally, for those of an accompanying guest. Our Lead Director received a further annual cash retainer of $75,000 for

1. In addition, our Chair of the Board, is entitled to an additional cash retainer of $225,000 annually. Mr. Liberty does not

receive any compensation for his service as director.

In February 2024, each non-employee director received restricted stock units with a fair market value of $286,864 as of the

grant date, based on $220,000 annual grant date value of awards prorated to reflect that there would be fifteen rather than

twelve months between grants in 2023 - 2024. These restricted stock units will vest in full after the earlier of (i) one year and

(ii) the next annual meeting. Effective February 2024, our stock ownership guidelines require directors to accumulate

ownership of at least $500,000 of our common stock (which is five times their annual cash retainer for Board service),

including the value of restricted stock and restricted stock units, within three years of becoming a director. If the value of their

stock holdings falls below this amount, directors cannot sell shares of our common stock until the value once again exceeds

the required amount. In addition, non-employee directors may not be granted awards with a dollar value, which together with

cash compensation paid to such director for such calendar year, would exceed $750,000.

In order to increase their knowledge and understanding of our business, we encourage our non-employee Board members and

their families to experience our cruises. As a result, we have adopted a Non-Management Director Cruise Policy. Under this

policy, with certain limited exceptions, a Board member is entitled to up to two complimentary staterooms on two cruises per

year for the Board member and any immediate family accompanying the Board member on the cruise. Additional guests

traveling with a Board member will receive a 20% discount off the lowest available fare for up to five staterooms, consistent

with the benefit provided to other Company employees. These benefits are provided at no incremental cost to the Company.

The CEO may grant exceptions to this policy at his discretion but did not do so in 2024.

70 2025 Proxy Statement

DIRECTOR COMPENSATION FOR 2024 TABLE OF CONTENTS

The table below summarizes the compensation of each person serving as a non-employee director in 2024.

Name	Fees Earned or Paid in Cash ($)	Stock Awards (1)(2) ($)	All Other Compensation ) ($)	Total ($)
John F. Brock	130,572	286,864	–	417,435
Richard D. Fain	325,000	286,864	–	611,864
Stephen R. Howe, Jr.	144,286	286,864	–	431,149
William L. Kimsey	207,143	286,864	–	494,007
Michael O. Leavitt	120,000	286,864	–	406,864
Amy McPherson	112,000	286,864	–	398,864
Maritza G. Montiel	130,285	286,864	–	417,149
Ann S. Moore	112,000	286,864	–	398,864
Eyal M. Ofer	120,000	286,864	–	406,864
Vagn O. Sørensen	145,000	286,864	–	431,864
Donald Thompson	122,000	286,864	–	408,864
Arne Alexander Wilhelmsen	120,000	286,864	–	406,864
Rebecca Yeung	117,143	286,864	–	404,006

(1) The column titled “Stock Awards” reports the fair value of restricted stock unit awards at their grant date in 2024 calculated in accordance

with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For the

assumptions used in valuing these awards for purposes of computing this expense, please see Note 11 of the consolidated financial

statements in the Company’s Annual Report for the year ended December 31, 2024.

(2) As of December 31, 2024, each non-employee director listed in the table held 2,372 unvested RSUs that vest one year following the

grant date.

2025 Proxy Statement 71

TABLE OF CONTENTS PROPOSAL 3

The board recommends a

vote “FOR” this proposal.

PROPOSAL 3

Ratification of Principal

Independent Registered Public

Accounting Firm

The Audit Committee has appointed PricewaterhouseCoopers LLP as our principal independent auditor for the fiscal year

ending December 31, 2025. PricewaterhouseCoopers LLP has served in this capacity since at least 1989. A representative of

PricewaterhouseCoopers LLP is expected to be present at the Annual Meeting to respond to questions from the shareholders

and to make a statement if the representative desires to do so.

Although ratification by the shareholders of the appointment of our principal independent auditor is not required, the Board is

submitting the selection of PricewaterhouseCoopers LLP for ratification because the Board values the views of our

shareholders on the selection and believes doing so is consistent with good corporate governance. If the shareholders do not

approve this proposal, the Audit Committee will re-evaluate its selection, taking into consideration the shareholder vote.

However, the Audit Committee is solely responsible for selecting and terminating our independent registered public accounting

firm and may do so at any time at its discretion.

The Board unanimously recommends a vote "FOR" ratification of the selection of PricewaterhouseCoopers LLP

as our principal independent auditor for the 2025 fiscal year.

72 2025 Proxy Statement

AUDIT FEES TABLE OF CONTENTS

Audit Fees

Aggregate fees for professional services rendered by PricewaterhouseCoopers LLP for the fiscal years ended December 31,

2024, and 2023 were:

	2024 ($)	2023 ($)
Audit fees (1)	4,678,355	4,352,366
Audit-related fees (2)	800,448	219,353
Tax fees (3)	14,580	13,132
All other fees (4)	3,825	3,825
Total	5,497,208	4,588,676

(1) The audit fees for the fiscal years ended December 31, 2024 and 2023 were for professional services rendered for the integrated audits

	2024 ($)	2023 ($)
Audit fees (1)	4,678,355	4,352,366
Audit-related fees (2)	800,448	219,353
Tax fees (3)	14,580	13,132
All other fees (4)	3,825	3,825
Total	5,497,208	4,588,676

of the Company’s consolidated financial statements and system of internal control over financial reporting, quarterly reviews, statutory

audits required by foreign jurisdictions, consents, issuance of comfort letters, and review of documents filed with the SEC.

(2) The audit-related fees for the fiscal years ended December 31, 2024 and 2023 were for the audits of the Company’s retirement savings

plan, pre-implementation reviews of processes or systems, and other attest services.

(3) Tax fees for the fiscal years ended December 31, 2024 and 2023 were for services performed in connection with international tax

compliance and transfer pricing.

(4) All other fees for the fiscal years ended December 31, 2024 and 2023 were for subscription fees for accounting and auditing research

software.

Pursuant to the terms of its charter, the Audit Committee approves all audit and audit related engagement fees and terms and

all non-audit engagements with the principal independent auditor. The Chair of the Audit Committee also has the authority to

approve any non-audit engagements with the independent registered public accounting firm but must report any such

approvals to the Audit Committee at its next meeting. Our Audit Committee was not called upon in the fiscal year ended

December 31, 2024, to approve, after the fact, any non-audit, review or attest services pursuant to the pre-approval waiver

provisions of the auditor independence rules of the SEC and the Audit Committee charter.

Consistent with these policies and procedures, the Audit Committee approved all of the services rendered by

PriceWaterhouseCoopers LLP during fiscal year 2024, as described above. Additionally, the Audit Committee has considered

and determined that the services provided by PricewaterhouseCoopers LLP are compatible with maintaining

PricewaterhouseCoopers LLP’s independence.

2025 Proxy Statement 73

TABLE OF CONTENTS REPORT OF THE AUDIT COMMITTEE

Report of the Audit Committee

The Audit Committee is composed of five non-management directors, each of whom meets the independence and financial

literacy requirements of the New York Stock Exchange and SEC rules. In addition, four of the members qualify as “audit

committee financial experts” as defined by the SEC.

The Audit Committee operates under a written charter adopted by the Board of Directors, which may be accessed on our

website at www.rclinvestor.com. The Audit Committee reviews and assesses the adequacy of its charter on an annual basis. In

accordance with the charter, the Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with

respect to the quality and integrity of the Company’s financial statements; the qualifications, independence and performance of

the Company’s principal independent auditor; the performance of the Company’s internal audit function; and the Company’s

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

It is the responsibility of the Company’s management to prepare the Company’s financial statements and to develop and

maintain adequate systems of internal control over financial reporting. The internal auditor’s responsibility is to review and,

when appropriate, audit the internal control over financial reporting. The Company’s principal independent auditor has the

responsibility to express an opinion on the financial statements and internal control over financial reporting based on an audit

conducted in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”).

As part of its oversight of the Company’s financial statements, the Audit Committee reviews and discusses with both

management and the Company’s principal independent auditor all annual and quarterly financial statements prior to their

issuance. During 2024, management advised the Audit Committee that each set of financial statements reviewed had been

prepared in accordance with generally accepted accounting principles, and management reviewed significant accounting and

disclosure issues with the Audit Committee. These reviews included discussion with the principal independent auditor of

matters required to be discussed by the applicable requirements of the PCAOB and the SEC, including the quality of the

Company’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial

statements. The Audit Committee also discussed with the principal independent auditor matters relating to its independence,

including the written disclosures and letter from the principal independent auditor to the Audit Committee required by

applicable PCAOB requirements regarding the independent accountants’ communications with the Audit Committee

concerning independence. The Audit Committee has also considered whether the provision of non-audit services is compatible

with maintaining the independence of the principal independent auditor.

The Audit Committee also has reviewed and discussed with management, the internal auditor and the principal independent

auditor the Company’s internal controls report and the auditor’s attestation of the report.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the

audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31,

2024, for filing with the SEC.

THE AUDIT COMMITTEE

• Stephen R. Howe, Jr. Chair

• William Kimsey

• Maritza G. Montiel

• Vagn O. Sørensen

• Rebecca Yeung

74 2025 Proxy Statement

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT TABLE OF CONTENTS

Security Ownership of Certain Beneficial Owners and Management

PRINCIPAL SHAREHOLDERS

This table sets forth information as of April 1, 2025 about persons we know to beneficially own (1) more than five percent of our

common stock.

Name of Beneficial Owner	Shares of Common Stock (#)		Percentage of Ownership (2) (%)
Capital Research Global Investors	28,233,528	(3)	10.4%
The Vanguard Group	25,813,725	(4)	9.5%
AWILHELMSEN AS	18,167,507	(5)	6.7%
BlackRock, Inc.	16,222,105	(6)	6.0%
Capital World Investors	13,802,642	(7)	5.1%

(1) A per son is deemed to be the beneficial owner of securities to which such person has the right to acquire within 60 days from April 1,

Name of Beneficial Owner	Shares of Common Stock (#)		Percentage of Ownership (2) (%)
Capital Research Global Investors	28,233,528	(3)	10.4%
The Vanguard Group	25,813,725	(4)	9.5%
AWILHELMSEN AS	18,167,507	(5)	6.7%
BlackRock, Inc.	16,222,105	(6)	6.0%
Capital World Investors	13,802,642	(7)	5.1%

2025, including upon the exercise of options, warrants and other convertible securities.

(2) Applicable percentage ownership is rounded and based on 271,509,334 shares of common stock outstanding as of April 1, 2025.

(3) Represents shares beneficially owned by Capital Research Global Investors, 333 South Hope Street, 55th Floor, Los Angeles, California

1. Of the total shares owned, the nature of beneficial ownership is as follows: sole voting power over 28,231,156 shares; and sole

dispositive power over 28,233,528 shares. The foregoing information is based on Amendment 3 to Schedule 13G/A filed by Capital

Research Global Investors with the SEC on February 13, 2025.

(4) Represents shares beneficially owned by The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355. Of the total shares owned, the

nature of beneficial ownership is as follows: shared voting power over 300,138 shares; sole dispositive power over 24,774,072 shares;

and shared dispositive power over 1,039,653 shares. The foregoing information is based solely on Amendment 10 to Schedule 13G/A

filed by The Vanguard Group with the SEC on July 10, 2024.

(5) AWILHELMSEN AS is a Norwegian corporation, the indirect beneficial owners of which are members of the Wilhelmsen family of Norway.

The shares reported in the table include 5,035,259 shares owned by AWECO Invest AS, an affiliate of AWILHELMSEN AS.

AWILHELMSEN AS has the power to vote and dispose of the shares owned by AWECO Invest AS pursuant to an agreement between

AWILHELMSEN AS and AWECO Invest AS. The address of AWILHELMSEN AS is Beddingen 8, Aker Brygge, 1250 Oslo P.O. Box 1583,

Vika N 0118 Oslo, Norway. The foregoing information is based on Amendment 6 to Schedule 13G/A filed by AWILHELMSEN AS with the

SEC on February 12, 2025 and Form 4 filed by Arne Alexander Wilhelmsen with the SEC on November 21, 2024.

(6) Represents shares beneficially owned by BlackRock, Inc., 50 Hudson Yards, New York, NY 10001. Of the total shares owned, the nature

of beneficial ownership is as follows: sole voting power over 14,880,280 shares; and sole dispositive power over 16,222,105 shares. The

foregoing information is based solely on Amendment 3 to Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 2, 2024.

(7) Represents shares beneficially owned by Capital World Investors, 333 South Hope Street, 55th Floor, Los Angeles, California 90071. Of

the total shares owned, the nature of beneficial ownership is as follows: sole voting power over 13,678,305 shares and sole dispositive

power over 13,802,642 shares. The foregoing information is based on Schedule 13G filed by Capital World Investors with the SEC on

November 13, 2024.

2025 Proxy Statement 75

TABLE OF CONTENTS SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

Security Ownership of Directors and Executive Officers

This table sets forth information as of April 1, 2025 about the number of shares of common stock beneficially owned (1) by (i) our

directors; (ii) the named executive officers listed in the “Compensation Discussion and Analysis” above; and (iii) our directors

and executive officers as a group.

The number of shares beneficially owned by each named person or entity is determined under rules of the SEC, and the

information is not necessarily indicative of beneficial ownership for any other purpose.

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

Name of Beneficial Owner	Shares of Common Stock (#)		Percentage of Ownership (2) (%)
Michael W. Bayley	25,542		*
John F. Brock	26,330		*
Richard D. Fain	305,892	(3)	*
Naftali Holtz	23,291		*
Laura Hodges Bethge	7,201		*
Stephen R. Howe, Jr.	13,427		*
William L. Kimsey	32,386		*
Harri U. Kulovaara	29,889		*
Michael O. Leavitt	7,310		*
Jason T. Liberty	62,101		*
Amy McPherson	9,702		*
Maritza G. Montiel	15,964		*
Ann S. Moore	28,133		*
Eyal M. Ofer	42,055		*
Vagn O. Sørensen	25,837		*
Donald Thompson	38,691		*
Arne Alexander Wilhelmsen	18,174,326	(4)	6.69
Rebecca Yeung	4,833		*
All directors and executive officers as a group (19 persons)	18,890,830		6.95

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

(1) A person is deemed to be the beneficial owner of securities to which such person has the right to acquire within 60 days from April 1,

1. For each of the directors, the total holdings includes 2,372 restricted stock units that are scheduled to vest on May 28, 2025.

(2) Applicable percentage ownership is based on 271,509,334 shares of common stock outstanding as of April 1, 2025.

(3) Includes 50,624 shares owned by the Fain Family Foundation. This column does not include shares owned by trusts for the benefit of

members of the Fain family in which Mr. Fain does not have any beneficial interest or shares directly or indirectly owned by Mr. Fain’s

adult children.

(4) Includes 18,167,507 shares beneficially owned by AWILHELMSEN AS. Mr. Wilhelmsen disclaims beneficial ownership of these shares.

76 2025 Proxy Statement

EQUITY COMPENSATION PLAN INFORMATION TABLE OF CONTENTS

Equity Compensation Plan Information

The following table summarizes our equity plan information as of December 31, 2024.

Plan Category	Column A: Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights ($)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A) (#)
Equity compensation plans approved by security holders	1,549,375	(1)	–	9,411,994	(2)
Equity compensation plans not approved by security holders	–		–	–
Total	1,549,375		–	9,411,994

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

(2) Includes 8,413,137 shares available for issuance under our 2008 Equity Incentive Plan, as amended and restated, plus 998,857 shares

remaining available, as well as the number of shares subject to purchase during any current purchase period, under the 1994 Employee

Stock Purchase Plan.

2025 Proxy Statement 77

TABLE OF CONTENTS

General Information

AVAILABILITY OF PROXY MATERIALS

Under the rules adopted by the SEC, we are furnishing proxy materials to our shareholders primarily over the Internet. We

believe that this process expedites shareholders’ receipt of these materials, lowers the costs of our Annual Meeting and helps

to conserve natural resources. On or about April 18, 2025, we mailed to each of our shareholders (other than those who

previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on

how to access and review the proxy materials, including this proxy statement and our Annual Report on Form 10-K for the year

ended December 31, 2024, on the Internet and how to access a proxy card to vote on the Internet. The Notice of Internet

Availability of Proxy Materials also contains instructions on how to receive a paper copy of the proxy materials. If you received

a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you

request one. If you received paper copies of our proxy materials, you may also view these materials at www.proxyvote.com.

WHO MAY VOTE

Each share of our common stock outstanding as of the close of business on April 10, 2025 (the “Record Date”) is entitled to

one vote at the Annual Meeting. At the close of business on the Record Da te, 271,555,785 s hares of our common stock were

outstanding and entitled to vote. You may vote all of the shares owned by you as of the close of business on the Record Date.

These shares include shares that are (1) held of record directly in your name (in which case, you are a “Record Holder” with

respect to such shares) and (2) held for you as the beneficial owner through a broker, bank or other nominee (in which case,

you are a “Beneficial Holder” with respect to such shares). There are some distinctions between being a Record Holder and a

Beneficial Holder as described herein.

SHARES HELD OF RECORD

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered

the Record Holder with respect to those shares, and the proxy materials were sent directly to you by Royal Caribbean. As the

Record Holder, you have the right to grant your voting proxy directly to us or to vote in person at the Annual Meeting. If you

requested to receive printed proxy materials, we have enclosed or sent a proxy card for you to use. You may also vote on the

Internet as described in the Notice of Internet Availability of Proxy Materials and below under the heading “How to Vote.”

SHARES OWNED BENEFICIALLY

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the Beneficial Holder

of shares held in street name, and the proxy materials were forwarded to you by your broker or other nominee who is

considered, with respect to those shares, the shareholder of record. As the Beneficial Holder, you have the right to direct your

broker or other nominee on how to vote the shares in your account, and you are also invited to attend the Annual Meeting.

REQUIREMENTS TO ATTEND THE ANNUAL MEETING

You are invited to attend the Annual Meeting if you are a Record Holder or Beneficial Holder as of the Record Date. If you are

a Record Holder, you must bring proof of identification, such as a valid driver’s license, for admission to the Annual Meeting. If

you are a Beneficial Holder, you will need to provide proof of ownership by bringing either your proxy card provided to you by

your broker or a copy of your brokerage statement showing your share ownership as of the Record Date.

HOW TO VOTE

Voting in Person

Shares held in your name as the Record Holder may be voted in person at the Annual Meeting. Shares for which you are the

Beneficial Holder may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker or other

nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we

recommend that you also vote by proxy in advance of the meeting so that your vote will be counted if you later decide not to

attend the meeting.

78 2025 Proxy Statement

GENERAL INFORMATION TABLE OF CONTENTS

Voting Without Attending the Annual Meeting

Regardless of how you hold your shares, you may vote your shares without attending the Annual Meeting. You may vote by

granting a proxy or, for shares held as a Beneficial Holder, by submitting voting instructions to your broker or other nominee.

You may also vote using the Internet or by mail as outlined in the Notice of Internet Availability of Proxy Materials or on your

proxy card. Please see the Notice of Internet Availability of Proxy Materials, your proxy card or the information your bank,

broker or other holder of record provided to you for more information on these options. Votes cast by Internet have the same

effect as votes cast by submitting a written proxy card.

HOW PROXIES WORK

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

the proxies will be voted:

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

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

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

Under New York Stock Exchange (“NYSE”) rules, if you are a Beneficial Holder and do not provide specific voting instructions

in a timely fashion to your broker or other nominee that holds your shares, such broker or nominee will not be authorized to

vote your shares on any matters other than Proposal No. 3 regarding the ratification of the auditors. Therefore, failure to

provide your broker or other nominee with specific voting instructions in a timely fashion will result in “broker non-votes” with

respect to Proposals No. 1 and 2.

MATTERS TO BE PRESENTED

We are not aware of any matters to be presented for a vote at the Annual Meeting other than those described in this proxy

statement. If any matters not described in this proxy statement are properly presented at the meeting, the proxies will use their

own judgment to determine how to vote your shares. If the meeting is postponed or adjourned, the proxies will vote your

shares on the new meeting date in accordance with your previous instructions unless you have revoked your proxy.

VOTES NECESSARY TO APPROVE PROPOSALS

We will hold the Annual Meeting if we have a quorum, which requires the presence, in person or represented by proxy, of

holders of a majority of the outstanding shares of common stock as of the Record Date. If you vote via the Internet or sign and

return your proxy card, your shares will be counted to determine whether we have a quorum, even if you abstain or fail to vote

on any of the proposals listed on the proxy card. If the persons present or represented by proxy at the Annual Meeting

constitute the holders of less than a majority of the outstanding shares of common stock as of the Record Date, we will not

have a quorum and the Annual Meeting may be adjourned to a subsequent date for the purpose of obtaining a quorum.

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

Although abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present, they will

not have any effect on the outcome of any proposal.

Prior to the Annual Meeting, we will select one or more inspectors of election for the meeting. Such inspectors shall determine

the number of shares of common stock represented at the Annual Meeting, the existence of a quorum and the validity and

effect of proxies. They shall also receive, count and tabulate ballots and votes and determine the results thereof.

REVOKING A PROXY

Any proxy may be revoked by a shareholder at any time prior to the final vote at the Annual Meeting by voting again on a later

date via the Internet (only your latest Internet proxy submitted prior to the Annual Meeting will be counted), by signing and

submitting a later dated proxy or by attending the Annual Meeting and voting in person. However, your attendance at the

Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request

that your prior proxy be revoked by delivering to our Corporate Secretary at 1050 Caribbean Way, Miami, Florida 33132 a

written notice of revocation prior to the Annual Meeting.

Proposals of Shareholders for Next Year

Proposals of shareholders intended to be considered for inclusion in our proxy statement for our 2026 Annual Meeting of

Shareholders must be received by our Corporate Secretary no late r than December 19, 2025 at ou r executive offices: 1050

Caribbean Way, Miami, Florida 33132. Such proposals will need to comply with SEC regulations regarding the inclusion of

shareholder proposals in company sponsored proxy statements. Any proposals for consideration at our next annual meeting of

shareholders, but not included in our proxy statement, must be received by the Corporate Secretary of the Company no later

than January 28, 2026 in accordance with our Bylaws.

2025 Proxy Statement 79

TABLE OF CONTENTS GENERAL INFORMATION

In addition, in order for shareholders to give timely notice of nominations for directors for inclusion on a universal proxy card in

connection with the 2026 Annual Meeting, notice must be submitted by the same deadline as disclosed above under the

advance notice provisions of our Bylaws and must include the information in the notice required by our Bylaws and by Rule

14a-19(b)(2) and Rule 14a-19(b)(3) under the Exchange Act.

Solicitation of Proxies

This proxy statement is furnished in connection with the solicitation of proxies by the Company on behalf of the Board. We will

pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, we expect that a number of our employees will

solicit shareholders for the same type of proxy, personally and by telephone or other electronic means. None of these

employees will receive any additional or special com pensation for assisting us in soliciting proxies. Okapi Partners has been

retained to assist in soliciting proxies at a fee of approximately $16,500, p lus distribution costs and other expenses. We will, on

request, reimburse banks, brokerage firms and other nominees for their expenses in sending proxy materials to their

customers who are beneficial owners of our common stock and obtaining their voting instructions.

Notice Regarding Delivery of Security Holder Documents

Under the SEC rules, delivery of one proxy statement and annual report to two or more investors sharing the same mailing

address is permitted, under certain conditions. This procedure, called “householding,” applies to you if all of the following

criteria are met:

(1) You have the same address as other security holders registered on our books;

(2) You have the same last name as the other security holders; and

(3) Your address is a residential address or post office box.

If you meet these criteria, you are eligible for householding and the following terms apply. If you are not eligible, please

disregard this notice.

FOR REGISTERED SHAREHOLDERS

Only one proxy statement and annual report will be delivered to the shared mailing address. You will, however, still receive

separate mailings of important and personal information, as well as a separate proxy card.

What do I need to do to receive just one set of annual disclosure materials?

You do not have to do anything. Unless Broadridge is notified otherwise within 60 days of the mailing of this notice, your

consent is implied and only one set of materials will be sent to your household. This consent is considered perpetual, which

means you will continue to receive a single proxy statement/ annual report in the future unless you notify us otherwise.

What if I want to receive multiple sets of materials?

If you would like to receive multiple sets of materials, call or write Broadridge at 800-542-1061 or 51 Mercedes Way,

Edgewood, NY 11717. A separate set of materials will be sent to you promptly.

What if I consent to have one set of materials mailed now, but change my mind later?

Call or write Broadridge to turn off the householding instructions for yourself. You will then be sent a separate proxy statement

and annual report within 30 days of receipt of your instruction.

The reason I receive multiple sets of materials is that some of the stock belongs to my children. What happens when

they move out and no longer live in my household?

When there is an address change for one of the members of the household, materials will be sent directly to the shareholder at

his or her new address.

Annual Report on Form 10-K

We will provide without charge to each person solicited by this proxy statement, upon the written request of such person, a

copy of our annual report on Form 10-K, as filed with the SEC, for our most recent fiscal year. Such written requests should be

directed to investor relations, Royal Caribbean Cruises Ltd., 1050 Caribbean Way, Miami, Florida 33132.

2025 Proxy Statement A-1

TABLE OF CONTENTS

Annex

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this Proxy Statement relating to, among other things, financial results for 2025 and beyond; demand for

Royal Caribbean Cruises Ltd. (the "Company") brands; future capital expenditures; and future corporate responsibility goals

and initiatives constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Words such as

"anticipate," "believe," "considering," "could," "driving," "estimate," "expect," "goal," "intend," "may," "plan," "project," "seek,"

"should," "shaping up" "would" and similar expressions are intended to help identify forward-looking statements.

Forward-looking statements reflect management's current expectations, are based on judgments, are inherently uncertain and

are subject to risks, uncertainties and other factors, which could cause actual results, performance or achievements to differ

materially from the future results, performance or achievements expressed or implied in those forward-looking statements.

Examples of these risks, uncertainties and other factors include, but are not limited to, the following: the impact of the

economic and geopolitical environment on key aspects of the Company's business, such as the demand for cruises,

passenger spending and operating costs; changes in operating costs; the unavailability or cost of air service; disease

outbreaks and increased concern about the risk of illness on the Company's ships or when traveling to or from the Company's

ships, which could cause a decrease in demand, guest cancellations and ship redeployments; incidents or adverse publicity

concerning the Company's ships, port facilities, land destinations and/or passengers or the cruise vacation industry in general;

the effects of weather, climate events and/or natural disasters on the Company's business; risks related to the Company's

corporate responsibility activities; the impact of issues at shipyards, including ship delivery delays, ship cancellations or ship

construction cost increases; shipyard unavailability; unavailability of ports of call; vacation industry competition and increase in

industry capacity and overcapacity; inability to manage the Company's cost and capital allocation strategies; the uncertainties

of conducting business globally and expanding into new markets and new ventures, including potential acquisitions; issues

with travel advisers that sell and market the Company's cruises; reliance on third-party service providers; potential

unavailability of insurance coverage; the risks and costs related to cyber security attacks, data breaches, protecting the

Company's systems and maintaining data integrity and security; uncertainties of a foreign legal system as the Company is not

incorporated in the United States; the Company's ability to obtain sufficient financing or capital to fund the Company's capital

expenditures, operations, debt repayments and other financing needs; the Company's expectation and ability to pay a cash

dividend on the Company's common stock in the future; changes to the Company's dividend policy; growing anti-tourism

sentiments and environmental concerns; changes in U.S. or other countries' foreign travel policy; impact of new or changing

legislation and regulations (including environmental regulations) or governmental orders on the Company's business;

fluctuations in foreign currency exchange rates, fuel prices and interest rates; further impairments of the Company's goodwill,

long-lived assets, equity investments and notes receivable; an inability to source the Company's crew or the Company's

provisions and supplies from certain places; the Company's ability to recruit, develop and retain high quality personnel; and

pending or threatened litigation, investigations and enforcement actions.

Forward-looking statements should not be relied upon as predictions of actual results. Undue reliance should not be placed on

the forward-looking statements in this Proxy Statement, which are based on information available to the Company on the date

hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a

result of new information, future events or otherwise.

SELECTED OPERATIONAL AND FINANCIAL METRICS

Adjusted EBITDA is a non-GAAP measure that represents EBITDA (as defined below) excluding certain items that we

believe adjusting for is meaningful whe n assessing our profitability on a comparative basis. For the p eriods presented, these

items included (i) Other (income) expense, which includes the 2024 release of the loss contingency recorded in 2022 in

connection with the Havana Docks litigation inclusive of related legal fees and costs; (ii) impa irment and credit losses ; (iii)

equity investment impairment, recovery of losses and other; (iv) restru cturing charges and other initiatives expense; and (v)

gain on sale of controlling interest . A reconciliation of Net Income (Loss) attributable to Royal Caribbean Cruises Ltd. to

Adjusted EBITDA is provided below under Results of Operations.

Adjusted Earnings per Share ("Adjusted EPS") is a non-GAAP measure that represents Adjusted Net Income attributable

to Royal Caribbean Cruises Ltd. (as defined below) divided by weighted average shares outstanding or by diluted weighted

average shares outstanding, as applicable. We believe that this non-GAAP measure is meaningful when assessing our

performance on a comparative basis.

A-2 2025 Proxy Statement

ANNEX TABLE OF CONTENTS

Adjusted Gross Margin r epresents Gross Margin, adjusted for payroll and related, food, fuel, other operating, and

depreciation and amortization expenses. Gross Margin is calculated pursuant to GAAP as total revenues less total cruise

operating expenses, and depreciation and amortization

Adjusted Net Income attributable to Royal Caribbean Cruises Ltd. is a non-GAAP measure that represents net income

less net income attributable to noncontrolling interest, excluding certain items that we believe adjusting for is meaningful when

assessing our performance on a comparative basis. For the periods presented, these items included (i) loss on extinguishment

of debt; (ii) litigation loss contingency, which includes the 2024 release of the loss contingency recorded in 2022 in connection

with the Havana Docks litigation inclusive of related legal fees and costs; (iii) impairment and credit losses; (iv) equity

investment impairment, recovery of losses and other; (v) restructuring charges and other initiatives expense; (vi) the

amortization of the Silversea Cruises intangible assets resulting from the Silversea Cruises acquisition in 2018; (vii) tax on the

sale of PortMiami noncontrolling interest; (viii) Silver Whisper deferred tax liability release; and (ix) gain on sale of controlling

interest

Adjusted Operating Income is a non-GAAP measure that represents operating income (loss) including income from equity

investments and income taxes but excluding (i) impairment and credit losses; (ii) equity investment impairment, recovery of

losses and other; (iii) restructuring charges and other initiatives expense; (iv) the amortization of the Silversea Cruises

intangible assets resulting from the Silversea Cruises acquisition in 2018; and (v) tax on the sale of PortMiami noncontrolling

interest. We use this non-GAAP measure to calculate ROIC (as defined below).

Available Passenger Cruise Days ("APCD") is our measurement of capacity and represents double occupancy per cabin

multiplied by the number of cruise days for the period, which excludes canceled cruise days and cabins not available for sale.

We use this measure to perform capacity and rate analysis to identify our main non-capacity drivers that cause our cruise

revenue and expenses to vary

EBITDA is a non-GAAP measure that represents Net Income attributable to Royal Caribbean Cruises Ltd. excluding (i)

interest income; (ii) interest expense, net of interest capitalized; (iii) depreciation and amortization expenses; and (iv) income

tax benefit or expense. We believe that this non-GAAP measure is meaningful when assessing our operating performance on

a comparative basis.

Gross Margin Yield represent Gross Margin per APCD.

Invested Capital represents the most recent five-quarter average of total debt (i.e., Current portion of long-term debt plus

Long-term debt) plus the most recent five-quarter average of Total shareholders' equity. We use this measure to calculate

ROIC (as defined below).

Net Yields represent Adjusted Gross Margin per APCD. We utilize Adjusted Gross Margin and Net Yields to manage our

business on a day-to-day basis as we believe that they are the most relevant measures of our pricing performance because

they reflect the cruise revenues earned by us net of our most significant variable costs, which are commissions, transportation

and other expenses, and onboard and other expenses.

Occupancy ("Load factor"), in accordance with cruise vacation industry practice, is calculated by dividing Passenger

Cruise Days (as defined below) by APCD. A percentage in excess of 100% indicates that three or more passengers occupied

some cabins

Return on Invested Capital ("ROIC") represents Adjusted Operating Income divided by Invested Capital. We believe ROIC

is a meaningful measure because it quantifies how efficiently we generated operating income relative to the capital we have

invested in the business.

Trifecta refers to the multi-year Adjusted EBITDA per APCD, Adjusted EPS and ROIC goals we publicly announced in

November 2022. We designed these goals to help us better execute and achieve our business goals by clearly articulating

longer-term financial objectives. Under Trifecta, we are targeting Adjusted EBITDA per APCD of at least $100, Adjusted EPS of

at least $10, and ROIC of 13% or higher by the end of 2025. On July 25, 2024, we announced the company achieved all three

of its Trifecta goals 18 months ahead of schedule, on a trailing twelve-month basis

Constant Currency is a significant measure for our revenues and expenses, which are denominated in currencies other than

the U.S. Dollar. Because our reporting currency is the U.S. Dollar, the value of these revenues and expenses in U.S. Dollar will

be affected by changes in currency exchange rates. Although such changes in local currency prices are just one of many

elements impacting our revenues and expenses, it can be an important element. For this reason, we also monitor our

revenues and expenses in "Constant Currency" - i.e., as if the current period's currency exchange rates had remained

constant with the comparable prior period's rates. For the 2024 period presented, we calculate "Constant Currency" by

applying the average for 2023 period exchange rates for each of the corresponding months, so as to calculate what the results

would have been had exchange rates been the same throughout both periods. We do not make predictions about future

exchange rates and use current exchange rates for calculations of future periods. It should be emphasized that the use of

Constant Currency is primarily used by us for comparing short-term changes and/or projections. Over the longer term,

changes in guest sourcing and shifting the amount of purchases between currencies can significantly change the impact of the

purely currency-based fluctuations.

2025 Proxy Statement A-3

TABLE OF CONTENTS ANNEX

R econciliation of Non-GAAP and GAAP Financial Measures

In this proxy statement, we have provided certain non-GAAP financial information to aid shareholders in better understanding

our 2024 business performance and executive compensation programs.

We reported Net Income attributable to Royal Caribbean Cruises Ltd., Adjusted Net Income attributable to Royal Caribbean

Cruises Ltd., Earnings per Share and Adjusted Earnings per Share as shown in the following table (in millions, except per

share data):

	Year Ended December 31 — 2024	2023
Net Income attributable to Royal Caribbean Cruises Ltd.	$ 2,877	$ 1,697
Loss on extinguishment of debt (1)	463	121
Litigation loss contingency (2)	(124)	—
Impairment and credit losses (3)	9	8
Equity investment impairment, recovery of losses and other	(1)	12
Restructuring charges and other initiatives expense	10	5
Amortization of Silversea Cruises intangible assets resulting from the Silversea Cruises acquisition (4)	6	6
PortMiami tax on sale of noncontrolling interest (5)	(3)	7
Silver Whisper deferred tax liability release (6)		(26)
Gain on sale of controlling interest (7)		(3)
Adjusted Net Income attributable to Royal Caribbean Cruises Ltd.	$ 3,237	$ 1,827
Basic:
Earnings per Share	$ 11.00	$ 6.63
Adjusted Earnings per Share	$ 12.38	$ 7.14
Diluted:
Earnings per Share (8)	$ 10.94	$ 6.31
Adjusted Earnings per Share (9)	$ 11.80	$ 6.77
Weighted-Average Shares Outstanding:
Basic	261	256
Diluted	279	283

(1) For 2024, includes $119 million of inducement expense related to the partial settlement of our 6.00% convertible notes due 2025. These

amounts are included in Interest expense, net of interest capitalized within our consolidated statements of comprehensive income (loss).

(2) For 2024, represents the release of the loss contingency recorded in 2022, in connection with the Havana Docks litigation inclusive of

related legal fees and costs. These amounts are included in Other income (expense) within our consolidated statements of

comprehensive income (loss).

(3) For 2024, primarily represents property and equipment impairment charges related to certain construction in progress assets, which we

determined would no longer be completed. For 2023, represents asset impairments and credit losses recoveries for notes receivables for

which credit losses were previously recorded. These amounts are included in Other operating within our consolidated statements of

comprehensive income (loss). Additionally, for 2023, includes an $11 million impairment related to ceasing the use of certain real estate

assets in our shoreside operations. This amount is included in Marketing, selling and administrative expenses within our consolidated

statements of comprehensive income (loss).

(4) Represents the amortization of the Silversea Cruises intangible assets resulting from the 2018 Silversea Cruises acquisition.

(5) For 2024, represents adjustments to tax impacts on the 2023 PortMiami sale of noncontrolling interest. For 2023, represents tax on the

PortMiami sale of noncontrolling interest. These amounts are included in Other income (expense) in our consolidated statements of

comprehensive income (loss).

(6) Represents the release of the deferred tax liability subsequent to the execution of the bargain purchase option for the Silver Whisper.

These amounts are included in Other (expense) income within our consolidated statements of comprehensive income (loss).

(7) Represents gain on sale of controlling interest in cruise terminal facilities in Italy. These amounts are included in Other operating within

our consolidated statements of comprehensive income (loss).

A-4 2025 Proxy Statement

ANNEX TABLE OF CONTENTS

(8) Diluted EPS includes the add-back of $175 million and $88 million of dilutive inducement and interest expense related to our convertible

notes for the years ended December 31, 2024, and 2023, respectively.

(9) Adjusted Diluted EPS includes the add-back of dilutive interest expense related to our convertible notes of $56 million and $88 million for

the years ended December 31, 2024, and 2023, respectively.

EBITDA and Adjusted EBITDA were calculated as follows for the year ended December 31, 2024 (in millions, except APCD

and per APCD data.):

	Year Ended December 31, 2024 ($)
Net Income attributable to Royal Caribbean Cruises Ltd.	2,877
Interest income	(16)
Interest expense, net of interest capitalized	1,590
Depreciation and amortization expenses	1,600
Income tax expense (benefit) (1)	46
EBITDA	6,097
Other (income) expense (2)	(149)
Impairment and credit losses (3)	9
Equity investment impairment, recovery of losses and other	4
Restructuring charges and other initiatives expense	10
Adjusted EBITDA	5,971
APCD	50,552,731
Adjusted EBITDA per APCD	118.13

(1) T hese amounts are included in Other (expense) income within our consolidated statements of comprehensive income (loss).

(2) Represents net non-operating (income) expense. For 2024, primarily represents the release of the loss contingency recorded in 2022 in

connection with the Havana Docks litigation inclusive of related legal fees and costs. The amount excludes income tax expense, included

in the EBITDA calculation above.

(3) Primarily represents property and equipment impairment charges related to certain construction in progress assets, which we determined

would no longer be completed.

2025 Proxy Statement A-5

TABLE OF CONTENTS ANNEX

Gross Margin Yields and Net Yields were calculated by dividing Gross Margin and Adjusted Gross Margin by APCD as follows

(in millions, except APCD and Yields):

	Year Ended December 31, — 2024 ($)	2024 On a Constant Currency Basis ($)	2023 ($)
Total revenues	16,484	16,494	13,900
Less:
Cruise operating expenses	8,652	8,655	7,775
Depreciation and amortization expenses	1,600	1,600	1,455
Gross Margin	6,231	6,239	4,670
Add:
Payroll and related	1,301	1,302	1,197
Food	934	934	819
Fuel	1,160	1,160	1,150
Other operating	2,098	2,099	1,799
Depreciation and amortization expenses	1,600	1,600	1,455
Adjusted Gross Margin	13,325	13,333	11,090
APCD	50,552,731	50,552,731	46,916,259
Gross Margin Yields	123.27	123.41	99.54
Net Yields	263.59	263.75	236.38

A-6 2025 Proxy Statement

ANNEX TABLE OF CONTENTS

Adjusted Operating Income and ROIC, were calculated as follows: (in millions, except ROIC.)

	For the Twelve Months Ended December 31, 2024 ($)
Operating Income	4,106
Including:
Equity investment income	260
Income tax expense	(46)
Adjustments:
Impairment and credit losses (1)	9
Equity investment impairment, recovery of losses and other	4
Restructuring charges and other initiatives expense	10
Amortization of Silversea Cruises intangible assets related to Silversea Cruises acquisition (2)	6
PortMiami tax on sale of noncontrolling interest (3)	(3)
Adjusted Operating Income	4,347
Invested Capital	27,074
ROIC	16.1 %

(1) For 2024, primarily represents property and equipment impairment charges related to certain construction in progress assets, which we

determined would no longer be completed. This amount is included in Other operating within our consolidated statements of

comprehensive income (loss).

(2) Represents the amortization of the Silversea Cruises intangible assets resulting from the 2018 Silversea Cruises acquisition.

(3) Represents adjustments to tax impacts on the 2023 PortMiami sale of noncontrolling interest.