ROYAL CARIBBEAN GROUP LTD (RCL)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
RCL · Meeting: May 28, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 12 Directors to the Board
RCL's 3-year stock return of +371.7% vastly outpaces the peer group median (+36.2%) by +335.5 percentage points, far exceeding the 65pp threshold required to trigger a concern, and Brock holds no other public company board seats, raising no overboarding issue.
RCL's outstanding 3-year TSR greatly exceeds the peer group median by +335.5pp, well above the 65pp trigger threshold, and Fain holds no other public company board seats; his long tenure as former CEO and Chairman provides valuable institutional knowledge.
No TSR underperformance trigger fires given RCL's +335.5pp outperformance vs. peer median, and Howe holds one other public company board seat (Lazard), which is below the four-seat overboarding threshold; his extensive financial expertise is appropriate for his Audit Committee chair role.
RCL's exceptional TSR performance clears all policy thresholds easily, Leavitt holds no other public company board seats, and his government and regulatory background is well-suited to oversight of the Safety, Environment, Sustainability and Health Committee.
As CEO and an executive director, Liberty is subject to the same TSR trigger as all other directors, but RCL's +335.5pp outperformance vs. the peer group median over three years — far exceeding the 65pp threshold — means no TSR concern applies; his director vote is considered independently from the Say on Pay vote.
No TSR underperformance concern applies given RCL's massive peer outperformance, McPherson holds one other public company board seat (PVH Corporation), well within the four-seat limit, and her hospitality industry background is directly relevant to RCL's business.
RCL's TSR performance is exceptional with no trigger firing; Montiel holds two other public company board seats (McCormick & Company and Versant Media Group), which is within the four-seat limit, and her Deloitte background qualifies her as a financial expert on the Audit Committee.
No TSR underperformance trigger applies, Ofer holds no other public company board seats, and a related-party charter transaction in 2025 was reviewed and approved by the Audit Committee as arm's-length at a $4.2 million fee, which does not rise to a governance concern under the policy.
RCL's TSR far exceeds peer median with no trigger firing; Sørensen holds two other public company board seats (Air Canada and CNH Industrial), within the four-seat limit, and his financial expertise qualifies him appropriately for his Audit Committee membership and Talent and Compensation Committee chair role.
No TSR underperformance concern applies; Thompson holds one other public company board seat (Northern Trust Corporation), well within limits, and his background leading McDonald's Corporation globally is directly relevant to RCL's consumer-facing, global business.
Wiernicki joined the board in February 2026, less than 24 months ago, making him fully exempt from the TSR trigger under the policy's new-director exemption; his maritime industry expertise as former Chairman and CEO of the American Bureau of Shipping is highly relevant to RCL's operations.
No TSR underperformance trigger fires given RCL's exceptional peer outperformance; Wilhelmsen holds no other public company board seats, and as a representative of one of RCL's founding shareholders he brings valuable long-term strategic perspective.
All 12 director nominees receive a FOR vote. RCL's 3-year total return of +371.7% outperforms the company-disclosed peer group median by +335.5 percentage points, far exceeding the 65pp threshold required to raise a concern for a strong-positive-TSR company — meaning the TSR trigger does not fire for any director regardless of tenure. No director exceeds the four public-board-seat overboarding limit, no attendance issues were disclosed (all directors attended at least 75% of meetings in 2025), no non-independent directors serve on audit or compensation committees, and no disqualifying familial relationships to senior management were identified. Newly appointed director Christopher Wiernicki is exempt from the TSR trigger as he joined within the past 24 months.
Say on Pay
✓ FORCEO
Jason T. Liberty
Total Comp
$23,978,813
Prior Support
97%%
CEO Jason T. Liberty received total compensation of approximately $23.98 million in 2025, which is a large figure in absolute terms but is supported by extraordinary company performance — RCL delivered $4.3 billion in net income, $15.64 adjusted earnings per share (far exceeding the $14.50 target), and 18.0% return on invested capital, all while the stock outperformed its peer group by over 335 percentage points over three years. Pay mix is strongly performance-oriented: approximately 93% of the CEO's target pay is variable and at-risk, with long-term equity awards (a mix of time-based restricted stock units and performance-based restricted stock awards) comprising 79% of target compensation, well above the 50-60% policy threshold for variable pay. Prior-year shareholder support was 97%, the company has a meaningful clawback policy covering both cash and equity awards, and no material governance concerns were identified with the pay structure.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$5,939,545
Non-Audit Fees
$766,995
Non-audit fees (audit-related fees of $716,780 plus tax fees of $47,215 plus other fees of $2,000, totaling $765,995) represent approximately 12.9% of core audit fees of $5,939,545, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not fire per policy — the absence of disclosure is noted as a minor negative factor but does not change the vote. PricewaterhouseCoopers is a Big 4 firm fully appropriate for a company of RCL's size and complexity.
Overall Assessment
The 2026 Royal Caribbean Group annual meeting presents three management proposals — director elections, Say on Pay, and auditor ratification — all of which receive FOR votes under the policy. RCL's exceptional financial and stock performance (3-year TSR of +371.7%, peer outperformance of +335.5pp) and a well-structured, heavily performance-based compensation program with 97% prior-year shareholder support support straightforward FOR determinations across the ballot.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing