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

SCHEDULE 14A

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

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PROXY SUMMARY

Our 2021 Annual Meeting of Shareholders is an important event and we look forward to welcoming you. It provides management and the Board of Directors with an opportunity to receive collective feedback from our shareholders on how we are performing. We place significant value on your opinion and we have strived to highlight in this summary key information for your consideration. It is important, however, that you read the entire proxy statement carefully before voting.

Voting Matters and Vote Recommendation

Board Nominees

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Governance Highlights

We are committed to maintaining strong governance practices and believe that our shareholders are best served by an independent, diverse, well-functioning Board with an appropriate balance between continuity and fresh perspective. Below, we highlight our key corporate governance practices and policies:

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Executive Compensation Program

        2020 was a challenging year for our business, our industry, and society as a whole, and the COVID-19 pandemic was particularly impactful to our business. The Company had performed well during the previous years and 2020 began on a strong, upward trend. Our compensation programs for 2020 were mostly established against this backdrop before the profound impact of the pandemic was apparent. However, during 2020 our business was quickly upended by the shutdowns caused by the COVID-19 pandemic. The Talent and Compensation Committee's initial decisions this year were intended to incentivize the kind of behavior that produced the pre-pandemic results. Once the impact of the pandemic became apparent, the Committee shifted its focus to motivate our executives and recognize their efforts and leadership in dealing with the pandemic. At the same time, the Committee wanted to take into account the profound impact that the pandemic has had on the financial performance of the Company, our shareholders and our employees.

        Due to the highly unique circumstances of this period, the members of the Talent and Compensation Committee have included a special letter to shareholders outlining their approach to compensation during 2020 and beyond beginning on page 32.

        For a detailed discussion of our executive compensation program, please see the "Compensation Discussion and Analysis" beginning on page 35.

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To our Shareholders:

        Notice is hereby given that the 2021 Annual Meeting of Shareholders ("Annual Meeting") of Royal Caribbean Cruises Ltd. will be held at 9:00 A.M., EDT, on Wednesday, June 2, 2021 at the JW Marriott Marquis Miami, 255 Biscayne Boulevard Way, Miami, Florida 33131 for the following purposes:

1.

To elect twelve directors to our Board of Directors, each for a one-year term expiring in 2022;



2.

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



3.

To approve an amendment to our 1994 Employee Stock Purchase Plan to increase the number of authorized shares reserved for purchase thereunder;



4.

To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;



5.

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



7.

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

        The Board of Directors has fixed the close of business on April 8, 2021 as the record date for the determination of shareholders entitled to notice of and to vote at the meeting or any adjournment thereof.

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

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

        All shareholders are cordially invited to attend the 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 vote your shares in the event you should attend the Annual Meeting.

        In the interests of mitigating risks related to the ongoing COVID-19 pandemic and to prioritize the well-being of all attendees, including our employees, shareholders and other stakeholders, the following will be implemented at the Annual Meeting:

•

Social distancing measures will be put in place and closely monitored;



•

Hand sanitizer will be provided upon entry to, and throughout, the venue;



•

No food or refreshments will be provided; and



•

Attendees will be required to comply with health and safety measures implemented at the venue, including wearing a face covering, as well as having their temperature taken upon entry.

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        Attendees will be required to comply with any additional federal, state and/or local government guidance in force on the day of the Annual Meeting. You should not attend the Annual Meeting if you are suffering from any COVID-19 symptoms or you have come into close contact with someone who has tested positive for COVID-19 within the 14 days preceding the date of the Annual Meeting. You may be asked to complete a Health Declaration Form upon arrival.

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ROYAL CARIBBEAN CRUISES LTD.
1050 Caribbean Way
Miami, Florida 33132
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 2, 2021

        This proxy statement is being furnished to you in connection with the solicitation of proxies by our Board of Directors (the "Board") to be used at the Annual Meeting of Shareholders (the "Annual Meeting") to be held at the JW Marriott Marquis Miami, 255 Biscayne Boulevard Way, Miami, Florida 33131 on Wednesday, June 2, 2021 at 9:00 A.M. EDT, and any adjournments or postponements thereof. References in this proxy statement to "we," "us," "our," the "Company," "Royal Caribbean" and "Royal Caribbean Group" refer to Royal Caribbean Cruises Ltd. The complete mailing address, including zip code, of our principal executive offices is 1050 Caribbean Way, Miami, Florida 33132 and our telephone number is (305) 539-6000.

IMPORTANT INFORMATION REGARDING THE AVAILABILITY OF PROXY MATERIALS

        Under the rules adopted by the U.S. Securities and Exchange Commission ("SEC"), we are furnishing proxy materials to our shareholders primarily over the Internet. We believe that this process expedites shareholders' receipt of these materials, lowers the costs of our Annual Meeting and helps to conserve natural resources. On or about April 22, 2021, 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, 2020, on the Internet and how to access a proxy card to vote on the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how to receive a paper copy of the proxy materials. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials at www.proxyvote.com.

GENERAL INFORMATION

Who May Vote

        Each share of our common stock outstanding as of the close of business on April 8, 2021 (the "Record Date") is entitled to one vote at the Annual Meeting. At the close of business on the Record Date, 254,570,213 shares of our common stock were outstanding and entitled to vote. You may vote all of the shares owned by you as of the close of business on the Record Date. These shares include shares that are (1) held of record directly in your name (in which case, you are a "Record Holder" with respect to such shares) and (2) held for you as the beneficial owner through a broker, bank or other nominee (in which case, you are a "Beneficial Holder" with respect to such shares). There are some distinctions between being a Record Holder and a Beneficial Holder as described herein.

Shares held of record

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

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Shares owned beneficially

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

Requirements to Attend the Annual Meeting

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

How to Vote

Voting in Person

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

Voting Without Attending the Annual Meeting

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

How Proxies Work

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

•

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



•

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



•

FOR the amendment to the 1994 Employees Stock Purchase Plan (Proposal No. 3);



•

FOR the ratification of the selection of PricewaterhouseCoopers LLP (Proposal No. 4); and



•

AGAINST the shareholder proposal regarding political contributions disclosure (Proposal No. 5).

        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. 4 regarding the ratification of the auditors. Therefore, failure to provide your broker or other nominee with specific voting instructions in a timely fashion will result in "broker non-votes" with respect to Proposals No. 1, 2, 3, and 5.

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Matters to be Presented

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

Votes Necessary to Approve Proposals

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

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

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

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

Revoking a Proxy

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

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CORPORATE GOVERNANCE

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

Corporate Governance Principles

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

Board of Directors and Committees

Meetings

        The Board held nineteen meetings during 2020. In 2020, 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. Last year's 2020 annual shareholders meeting was held early on during the COVID-19 pandemic and, so as to limit the number of persons present at the meeting for safety and health reasons, none of our Board members attended our 2020 annual shareholders meeting.

Board Committees

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

Diversity of the Board of Directors

        The Board is currently composed of twelve directors with diverse skills and professional backgrounds, which provide our Board with an effective mix of experiences and perspectives.

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Board Leadership Structure

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

        The current leadership structure of the Board consists of:

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

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

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

Talent Development and Succession Planning

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

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Risk Oversight and Board Role

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

        Cyberattacks have continued to intensify in their sophistication and ability to harness information both from the public domain and by means of data exfiltration across public and private institutions. Management is intent on protecting the Company from such attacks and on evolving its program based on the evolving threat landscape. Using a risk-based prioritization approach, management is focused on securing its critical assets, updating its cybersecurity detection and prevention capabilities to the new threats, and maturing its compliance processes to protect its operations and its guests. The Company has taken the following foundational steps to address these risks:

•

The establishment of a global cybersecurity operation center that monitors for cyber threats on a 24-hours a day, year-round basis;



•

The investment in new surveillance technologies and services to improve the Company's cyber defense capabilities;



•

The implementation of enterprise-wide cybersecurity training, anti-phishing and awareness programs for its employees;



•

The conducting of periodic audits and targeted risk assessments of its IT security capabilities to proactively identify and strengthen its cyber defense operations; and



•

The purchase of a cybersecurity insurance policy to provide financial protections.

        The Company's Chief Information Officer and Chief Information Security Officer meet with the Audit Committee on a quarterly basis to review the Company's cybersecurity and data programs and risks, and the Chair of the Audit Committee informs the Board of the outcome of these committee reviews through updates presented to the Board at the regularly scheduled Board meetings. In the past three years, the Company has not experienced any material information security breaches, and the expenses incurred by the Company as a result of any security breaches has been immaterial.

Director Independence

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

        To be considered independent under the NYSE independence standards, the Board must determine that a director does not have any direct or indirect material relationship with the Company or any of its subsidiaries

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(collectively, the "Royal Caribbean Group"). The Board has established the following guidelines to assist it in determining director independence in accordance with those standards:

•

A director will not be independent if:



o

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



o

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



o

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



o

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



o

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



o

the director is an employee of another company that does business with the Royal Caribbean Group, or the director has an immediate family member that is an executive officer of another company that does business with the Royal Caribbean Group and, in either case, the annual payments to, or payments from, the Royal Caribbean Group within any of the three most recently completed fiscal years exceed $1,000,000 or two percent of the annual consolidated gross revenues of the other company (whichever is greater).



•

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



o

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



o

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



o

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

        Each director must regularly disclose to the Board whether his or her relationships satisfy these independence tests. Based on these disclosures and other information available to it, the Board has determined that each of the directors is independent with the exception of Mr. Fain, who is not considered independent as a result of his position

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as Chairman & CEO of the Company. In addition, the Board had previously determined that former director Thomas J. Pritzker, whose term on the Board expired on May 28, 2020, qualified as independent.

Selection of Director Candidates

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

        The Board recognizes the value and importance of diversity and considers diversity when evaluating prospective nominees as part of our director nomination process. As diversity can encompass many attributes, our corporate governance principles provide that diversity includes matters of race, gender and ethnicity and require that the Board endeavor to seek out qualified and diverse director candidates, including at least one woman and one underrepresented minority, to include in the initial pool from which nominees are chosen.

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

        The Nominating and Corporate Governance Committee regularly engages third party search firms to identify or assist in identifying potential director nominees. The Nominating and Corporate Governance Committee seeks to identify director candidates from a variety of sources, including search firms, personal connections, shareholder recommendations and recommendations by others. The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders that are submitted as described in our amended and restated by-laws. During the last year, we employed an outside firm to assist us with our search process for new directors. In 2020, this third-party search firm identified and recommended Ms. McPherson for appointment to our Board.

Family Relationships

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

Code of Ethics

        The Board has adopted a Code of Business Conduct and Ethics that applies to all our employees, including our executive officers, and our directors. A copy of the Code of Business Conduct and Ethics is posted in the corporate governance section of our website at www.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.

Compensation Committee Interlocks and Insider Participation

        During 2020, 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 2020, no executive officer of the Company served as a member of the board of directors or on the compensation committee

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of any other company, one of whose executive officers or directors serve or served as a member of the Board or the Talent and Compensation Committee of the Company.

Contacting Members of the Board

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

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Shareholders

        This table sets forth information as of April 1, 2021 about persons we know to beneficially own⁽¹⁾ more than five percent of our 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, 2021, including upon the exercise of options, warrants and other convertible securities.

(2)

Applicable percentage ownership is based on 254,614,450 shares of common stock outstanding as of April 1, 2021.

(3)

AWILHELMSEN AS is a Norwegian corporation, the indirect beneficial owners of which are members of the Wilhelmsen family of Norway. The shares reported in the table include 5,035,259 shares owned by AWECO Invest AS, an affiliate of AWILHELMSEN AS. AWILHELMSEN AS has the power to vote and dispose of the shares owned by AWECO Invest AS pursuant to an agreement between AWILHELMSEN AS and AWECO Invest AS. The address of AWILHELMSEN AS is Beddingen 8, Aker Brygge, Vika N-0118 Oslo, Norway. The foregoing information is based on a Schedule 13G/A and Form 4 filed by AWILHELMSEN AS with the SEC on February 6, 2015 and December 11, 2020, respectively.

(4)

Represents shares beneficially owned by Capital Research Global Investors, 333 Hope Street, 55^th Floor, Los Angeles, California 90071. The foregoing information is based on Schedule 13F filed by Capital Research Global Investors with the SEC on February 12, 2021.

(5)

Represents shares beneficially owned by The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355. The foregoing information is based solely on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 10, 2021.

(6)

Represents shares beneficially owned by Capital International Investors, 333 Hope Street, 55^th Floor, Los Angeles, California 90071. The foregoing information is based on Schedule 13G filed by Capital International Investors with the SEC on February 16, 2021.

(7)

Represents shares beneficially owned by BlackRock, Inc., 55 East 52^nd Street, New York, NY 10055. The foregoing information is based solely on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 5, 2021.

(8)

Osiris Holdings Inc. ("Osiris") is a Liberian corporation, the indirect beneficial owner of which is a trust primarily for the benefit of certain members of the Ofer family. The shares reported in the table include 9,656,380 shares owned by Osiris and 1,840,485 shares owned by a subsidiary of Osiris. The address of Osiris is c/o Global Holdings Management Group S.A.M., 3 ruelle Saint Jean, 98000 Monaco. The foregoing information is based solely on a Schedule 13G/A filed by Osiris with the SEC on February 10, 2021.

Security Ownership of Directors and Executive Officers

        This table sets forth information as of April 1, 2021 about the number of shares of common stock beneficially owned⁽¹⁾ by (i) our directors; (ii) the named executive officers listed in the "Compensation Discussion and Analysis" below; and (iii) our directors and executive officers as a group.

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

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

*

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, 2021, including upon the exercise of options, warrants and other convertible securities.

(2)

Applicable percentage ownership is based on 254,614,450 shares of common stock outstanding as of April 1, 2021.

(3)

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

(4)

Does not include 11,496,865 shares beneficially owned by Osiris.

(5)

Includes 23,206,512 shares beneficially owned by AWILHELMSEN AS. Mr. Wilhelmsen disclaims beneficial ownership of these shares.

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EQUITY COMPENSATION PLAN INFORMATION

        The following table summarizes our equity plan information as of December 31, 2020.

(1)

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

(2)

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

(3)

Includes shares available for issuance under our 2008 Equity Incentive Plan plus the total number of 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. This table does not reflect the number of additional shares that would be available under the 1994 Employee Stock Purchase Plan if shareholders approve Proposal 3.

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PROPOSAL 1 — ELECTION OF DIRECTORS

General

        The Board currently consists of twelve directors. On the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated each of our current directors for re-election. Once elected, a director holds office until the next annual shareholders meeting and until a respective successor is duly elected and qualified or until his or her earlier resignation or removal.

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

Director Nominees

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

John F. Brock
Director since February 2014
Age: 72
Board Committees: Nominating and Corporate Governance Committee; Talent and Compensation Committee
Other Public Company Boards: None

        Mr. Brock retired as Chief Executive Officer of Coca-Cola European Partners in December 2016, having served in that role since the formation of that company in May 2016. Prior to that, Mr. Brock served as Chairman and Chief Executive Officer of Coca-Cola Enterprises Inc. since April 2008 and as Chief Executive Officer since April 2006. From February 2003 until December 2005, Mr. Brock was Chief Executive Officer of InBev, S.A., a global brewer, and from March 1999 until December 2002, he was Chief Operating Officer of Cadbury Schweppes plc, an international beverage and confectionery company. From April 2007 to December 2007, Mr. Brock served as a director of Dow Jones & Company, Inc., a publisher and provider of global business and financial news. From 2004 to 2006, he served as a director of the Campbell Soup Company, a global manufacturer and marketer of branded convenience food products. From 2003 to 2005, he served as a director of Interbrew/Inbrew, a beer brewing company. He also served as a director of Reed Elsevier, a publisher, from 1997 to 2003. Mr. Brock is a Trustee of the Georgia Tech Foundation, Chairman of Horizons Atlanta, a philanthropic organization that enhances education for underserved children, and a member of the Smithsonian National Board. Mr. Brock also is a member of the Advisory Board of BIP Capital, a venture capital firm.

Specific Qualifications, Attributes, Skills and Experience:

        Mr. Brock brings senior leadership and strategic and global expertise from his most recent position as Chairman and Chief Executive Officer of one of the world's largest independent Coca-Cola bottlers. Prior to his retirement, Mr. Brock demonstrated effective and efficient leadership of a complex, publicly traded company competing in the highly competitive international beverage industry.

Richard D. Fain, Chairman
Director since 1981
Age: 73
Board Committees: None
Other Public Company Boards: None

        Mr. Fain has served as a director since 1981 and as our Chairman and Chief Executive Officer since 1988. Mr. Fain is a recognized industry leader, having participated in shipping for over 40 years and having held a number of prominent industry positions, such as Chairman of the Cruise Lines International Association (CLIA), the

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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, and the United Way of Miami-Dade.

Specific Qualifications, Attributes, Skills and Experience:

        Mr. Fain's breadth of experiences, tenure and leadership provide incomparable insights into the history, operations, and strategic vision of the Company as well as the evolution and direction of the cruise industry as a whole. As our Chairman & CEO for over 33 years, Mr. Fain has grown the Company from a one-brand Caribbean-centric operation with berthing capacity of approximately 5,000 to the second largest cruise company in the world with a portfolio of global and regional brands that operate around the globe with berthing capacity of approximately 140,000.

Stephen R. Howe, Jr.
Director since December 2018
Age: 59
Board Committees: Audit Committee; Nominating and Corporate Governance Committee (Chairman)
Other Public Company Boards: None

        Mr. Howe served as U.S. Chairman and Managing Partner and Americas Area Managing Partner of Ernst & Young ("EY") and was a member of EY's Global Executive Board from 2006 until his retirement 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 gained extensive board governance and regulatory experience and was executive sponsor for the firm's focus on diversity and inclusiveness. He was with EY for over 35 years. Mr. Howe is also a member of the Board of Trustees of Carnegie Hall, the Board of the Peterson Institute for International Economics and the Board of Trustees (Chairman) of the Liberty Science Center. Mr. Howe was previously a member of the boards of Colgate University, the Center for Audit Quality and the Financial Accounting Foundation.

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

William L. Kimsey, Lead Director
Director since 2003
Age: 78
Board Committees: Audit Committee (Chairman); Nominating and Corporate Governance Committee
Other Public Company Boards: None

        Mr. Kimsey was employed for 32 years through September 2002 with the independent public accounting firm Ernst & Young L.L.P. From 1998 through 2002, Mr. Kimsey served as the Chief Executive Officer of Ernst & Young Global and Global Executive Board member of Ernst & Young and from 1993 through 1998 as the Firm Deputy Chairman and Chief Operating Officer. From 2003 until 2018, Mr. Kimsey served on the board, the compensation committee, and the audit committee (serving as chair from 2011-2018) of Accenture Plc. From 2004 until 2008, he served on the board of NAVTEQ Corporation and was the chairman of its audit committee. From 2003 through 2014, Mr. Kimsey also served on the board and the audit committee of Western Digital Corporation. Mr. Kimsey is a certified public accountant and a member of the American Institute of Certified Public Accountants.

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Specific Qualifications, Attributes, Skills and Experience:

        As former Chief Executive Officer of one of the largest public accounting firms in the world, Mr. Kimsey brings substantial accounting and finance knowledge and expertise to the Board as well as experience serving on and chairing the audit committees of a number of other large, well-regarded public corporations.

Amy McPherson
Director since December 2020
Age: 59
Board Committees: Talent and Compensation Committee
Other Public Company Boards: PVH Corporation (New York Stock Exchange)

        Ms. McPherson served in various positions at Marriott International, Inc. for over 30 years. Most recently, from 2009 through 2019, she served as President & Managing Director, Europe. Under her leadership, Marriott launched five new brands in Europe and completed the successful integration of Starwood Hotels in Europe. Since 2017, Ms. McPherson has served as a non-executive member of the board of directors of PVH Corporation and is a member of its Audit and Nominating & Governance Committees.

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.

Maritza G. Montiel
Director since December 2015
Age: 69
Board Committees: Audit Committee
Other Public Company Boards: AptarGroup, Inc. (New York Stock Exchange); Comcast Corporation (Nasdaq Global Select Market); McCormick & Company (New York Stock Exchange)

        Ms. Montiel served as Deputy Chief Executive Officer and Vice Chairman of Deloitte LLP from 2011 through her retirement in May 2014. Prior to these positions, she held numerous senior management roles at Deloitte, including Managing Partner (Leadership Development and Succession, Deloitte University) from 2009 to 2011, and Regional Managing Partner from 2001 to 2009. During Ms. Montiel's tenure at Deloitte, she was the Advisory Partner for many public company registrants in which Deloitte was the principal auditor. Ms. Montiel is a board member of AptarGroup, Inc. where she chairs the audit committee, a board member of Comcast Corporation, where she is a member of the audit committee, and a board member of McCormick & Company, where she chairs the audit committee.

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

Specific Qualifications, Attributes, Skills and Experience:

        Leveraging her more than 35 years of advising companies (including providing attestation services for public companies) across a wide cross-section of industries, Ms. Montiel brings to the Board significant financial and advisory experience. The Board also benefits from her deep and broad working knowledge of the strategic and governance challenges faced by today's large organizations and her experience overseeing risk and compliance in her role as Deputy CEO of Deloitte.

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Ann S. Moore
Director since May 2012
Age: 70
Board Committees: Talent and Compensation Committee
Other Public Company Boards: None

        Ms. Moore served as Chairman and Chief Executive Officer of Time Inc. from July 2002 to September 2010 and served as Chairman through December 2010. Prior to that, Ms. Moore was Executive Vice President of Time Inc., where she had executive responsibilities for a portfolio of magazines including Time, People, InStyle, Teen People, People en Español and Real Simple. Ms. Moore joined Time Inc. in 1978 in Corporate Finance. Since then, she held consumer marketing positions at Sports Illustrated, Fortune, Money and Discover, moving to general management of Sports Illustrated in 1983 and to publisher of People in 1991. From 1993 to May 2014, Ms. Moore served on the Board of Directors of Avon Products Inc. She was also a director of the Wallace Foundation from 2004 through June 2016.

Specific Qualifications, Attributes, Skills and Experience:

        Ms. Moore's extensive experience in consumer-driven publishing and media brings to the Board recognized management and entrepreneurial capabilities. As the leader of one of the largest magazine companies in the United States, Ms. Moore successfully expanded the footprint of many of the company's flagship brands and oversaw her company's transition to digital platforms.

Eyal M. Ofer
Director since 1995
Age: 70
Board Committees: Safety, Environment and Health Committee; Nominating and Corporate Governance Committee
Other Public Company Boards: None

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

Specific Qualifications, Attributes, Skills and Experience:

        Mr. Ofer brings to the Board over 30 years of significant leadership in the international maritime industry, including over 20 years of service on our Board of Directors. Mr. Ofer also provides considerable expertise in both real estate and finance matters, having played a leading role throughout his career in both expanding and diversifying his family's shipping enterprise into sectors including real estate, cruise lines, hotels and banking.

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William K. Reilly
Director since 1998
Age: 81
Board Committees: Safety, Environment and Health Committee (Chairman)
Other Public Company Boards: Enviva Partners LP (New York Stock Exchange)

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

Specific Qualifications, Attributes, Skills and Experience:

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

Vagn O. Sørensen
Director since 2011
Age: 61
Board Committees: Audit Committee; Talent and Compensation Committee (Chairman)
Other Public Company Boards: Air Canada (Toronto Stock Exchange); FLSmidth A/S (Copenhagen Stock Exchange); CNH Industrial (New York Stock Exchange and Milan Stock Exchange)

        Mr. Sørensen brings to the Board over 20 years of experience in the aviation industry, having served as the President and CEO of Austrian Airlines Group from 2001 through 2006. Prior to that, he served in a variety of roles with Scandinavian Airlines Systems, including as Executive Vice President and Deputy CEO. He currently serves as a board member and chairman for a number of corporations throughout Europe and Canada, including Air Canada, FLSmidth A/S, Parques Reunidos SA, CNH Industrial and Scandlines. Mr. Sørensen also previously served on the board of Scandic Hotels AB 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.

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Donald Thompson
Director since May 2015
Age: 58
Board Committees: Safety, Environment and Health Committee; Talent and Compensation Committee
Other Public Company Boards: Northern Trust Corporation (Nasdaq Global Select Market); Beyond Meat,  Inc. (Nasdaq Global Select Market)

        Prior to his current role as Founder and Chief Executive Officer of Cleveland Avenue, LLC, a venture capital firm, Mr. Thompson served as President and Chief Executive Officer of McDonald's Corporation from 2012 until March 2015. Previously, Mr. Thompson served as President and Chief Operating Officer of McDonald's Corporation from 2010 to 2012 and President of McDonald's USA from 2006 to 2010. Prior to joining McDonald's, Mr. Thompson served six years as an Electrical Engineer for the Northrop Corporation, where he specialized in power supply design and manufacturing for high technology radar systems. Mr. Thompson also served as director of McDonald's Corporation from 2011 to March 2015 and as a director of Exelon Corporation from 2007 to 2013. Since March 2015, Mr. Thompson has served as a director of Northern Trust Corporation. He also serves on the boards of Beyond Meat and Footprint International HoldCo Inc., as an Advisory Board member of Docusign, Inc. and on numerous civic and philanthropic boards. He is a member of the Executive Leadership Council, the Commercial and Economic Clubs of Chicago, Business Council, World Business Chicago and the Arthur M. Brazier Foundation. He serves as a Trustee on the boards of the Cleveland Avenue Foundation for Education, Northwestern Memorial Hospital and Purdue University.

Specific Qualifications, Attributes, Skills and Experience:

        Mr. Thompson brings to the Board significant strategic leadership and collaboration skills as well as valuable global business perspective. His 25-year career at McDonald's, the world's leading global foodservice retailer, culminated in leading the company from 2012 through 2015. In his role as President & CEO of McDonald's, Mr. Thompson directed strategy and operations for over 30,000 restaurants in over 100 countries, working closely with thousands of independent owner/operators, corporate staff and restaurant employees around the world.

Arne Alexander Wilhelmsen
Director since 2003
Age: 55
Board Committees: Safety, Environment and Health Committee, Nominating and Corporate Governance Committee
Other Public Company Boards: None

        Mr. Wilhelmsen is Chairman of the board of directors of AWILHELMSEN AS, the holding company for the AWILHELMSEN group of companies, after having served as the Chairman of the board of directors of AWILHELMSEN Management AS from 2008 through June 2013. Mr. Wilhelmsen was elected Chairman of the Board of AWECO AS in 2011 and Chairman of the Board of AWILHELMSEN HOLDING AS in June 2016 and Aweco Cruise Holding AS in June 2017. He has held a variety of positions within the AWILHELMSEN group of companies since 1995. In addition, Mr. Wilhelmsen serves as Chairman of the board of his wholly owned company Pan Sirius AS. From 1996 through 1997, Mr. Wilhelmsen was engaged as a marketing analyst for the Company and from 2001 through 2009 served as a member of the board of directors of Royal Caribbean Cruise Line AS, a wholly owned subsidiary of the Company that was responsible for the sales and marketing activities of the Company in Europe.

Specific Qualifications, Attributes, Skills and Experience:

        As the leader of an investment company with varied interests across a number of business segments, including shipping, cruise, real estate and retail, Mr. Wilhelmsen brings a diverse knowledge base and strategic insight to the

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Board. As the representative of the Company's largest shareholder and one of the Company's original founders, Mr. Wilhelmsen also provides a valuable historical perspective to the Board.

Board Recommendation

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

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Director Compensation for 2020

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

        As disclosed by the Company in 2019, Willis Towers Watson performed a detailed analysis of our Board compensation practices and recommended that we increase the annual cash retainer payable for Board service to $100,000 for a full year of service. However, in light of the COVID-19 pandemic, our directors unanimously consented to forego all cash retainers and fees payable for Board and committee service for the six-month period between April 1, 2020 and September 30. 2020. As a result, each non-employee director (other than Ms. McPherson) received a cash retainer of $50,000 for their services in 2020. Ms. McPherson joined the Board in December 2020 and received a pro-rated portion of the cash retainer. In addition, our Lead Director received a further annual cash retainer of $37,500 for 2020 (which total amount does not include the portion of the cash retainer waived for the six-month period between April 1, 2020 and September 30, 2020).

        We also pay annual cash retainers for chairing and service on various Board committees. The amount of these retainers in 2020 for a full year of service was as follows:

        Directors do not earn fees for each meeting attended; however, they are reimbursed for their travel expenses and, occasionally, for those of an accompanying guest.

        In 2020, each non-employee director (other than Ms. McPherson, who joined the Board in December 2020) received restricted stock units with a fair market value of $194,410 as of the grant date. These restricted stock units vested in full immediately upon grant and settled one year following the date of grant. Our stock ownership guidelines require directors to accumulate ownership of at least $300,000 of our common stock (which is 3 times their annual cash retainer for Board service), including the value of restricted stock and restricted stock units, within three years of becoming a director. If the value of their stock holdings falls below this amount, directors cannot sell shares of our common stock until the value once again exceeds the required amount. In addition, non-employee directors may not be granted awards with a dollar value in excess of $500,000 in any one calendar year.

        In order to increase their knowledge and understanding of our business, we encourage our non-management Board members and their families to experience our cruises. As a result, we have adopted a Non-Management Director Cruise Policy. Under this policy, with certain limited exceptions, a Board member is entitled to up to two complimentary staterooms on two cruises per year for the Board member and any immediate family accompanying the Board member on the cruise. Additional guests traveling with a Board member will receive a 15% discount off the lowest available fare for up to five staterooms. The Chairman & CEO may grant exceptions to this policy in his discretion but did not do so in 2020.

        As discussed above, in light of the COVID-19 pandemic and the negative financial and operational impacts resulting therefrom, the Board unanimously consented to forego all cash retainers and fees payable for Board and committee service, effective from April 1, 2020 through September 30, 2020. The table below summarizes the compensation of each person serving as a non-employee director in 2020.

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2020 Director Compensation Table

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Related Person Transaction Policy and Procedures

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

•

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



•

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



•

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



•

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



•

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



•

non-executive director compensation arrangements.

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

•

the commercial reasonableness of the terms;



•

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



•

opportunity costs of alternative transactions;



•

the character of the related person's interest; and



•

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

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

Related Person Transactions

        Mr. Thomas J. Pritzker, one of our former directors who did not stand for re-election on May 28, 2020, is Executive Chairman of the Hyatt Hotels Corporation ("Hyatt"). During the year ended December 31, 2020, we paid Hyatt approximately $306,428 for hotel stays of our guests and employees traveling on business and for use of Hyatt's facilities for business purposes. The amount represents less than 0.015% of Hyatt's revenues for 2020 and approximately 0.78% of our transportation and lodging expense for the same period. As in prior years, there are no specific arrangements or understandings between us and Hyatt in this regard. Hyatt is a major hotel chain and it

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would be imprudent for us to exclude them. The Audit Committee reviewed and approved or ratified the foregoing transactions with Hyatt Hotels Corporation in accordance with our Related Person Transaction Policy.

        On March 23, 2020 (the "Funding Date"), we entered into a $2.2 billion senior secured term loan agreement (the "Senior Secured Loan Agreement") with Morgan Stanley Senior Funding, Inc., as the administrative agent and collateral agent and other lenders party thereto. Given the uncertainties around the COVID-19 pandemic at this early stage, we found it challenging to obtain bank funding for the full amount and coming as it did shortly after we ceased global business operations, this loan was crucial to our business. We reached out to two of our directors, Arne Alexander Wilhelmsen and Eyal Ofer, to request their support for this loan following which AWILHELMSEN AS and a trust primarily for the benefit of certain members of the family of Eyal Ofer, each purchased, on an arm's length basis, a participation interest in the senior secured term loan equal to $100 million. We repaid the loan balance under the Senior Secured Term Loan Agreement in its entirety with a portion of the proceeds of the $3.32 billion in senior secured notes we issued in May 2020, and as a result as of April 1, 2021, there was no principal outstanding under the Senior Secured Loan Agreement. The Audit Committee reviewed and approved or ratified the foregoing transactions in accordance with our Related Person Transaction Policy.

Delinquent Section 16(a) Reports

        Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires that our executive officers and directors, and persons who own more than 10% of our common stock, file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

        SEC regulations require us to identify in this proxy statement anyone who filed a required report late during the most recent fiscal year. We believe that during our fiscal year ended December 31, 2020, all Section 16(a) filing requirements were satisfied on a timely basis, except for (i) one Form 4 made on behalf of Richard D. Fain reporting (A) a charitable contribution in October 2020 to a charitable foundation associated with the Fain family and (B) one gift to a trust for the benefit of certain members of the Fain family (filed with the SEC on March 26, 2021) and (ii) one Form 4 made on behalf of Maritza G. Montiel reporting a purchase of stock on the open market in June 2019 (filed with the SEC on March 24, 2021 and as amended on March 29, 2021).

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EXECUTIVE
COMPENSATION

​	​	​
Letter from the Talent and Compensation Committee	​	Vagn O. Sørensen, Chairman
	​
​	​	​

Dear Fellow Shareholders,

        The year 2020 truly defined the term "Black Swan Event." It presented an unusual and highly challenging environment in which to operate, especially for companies like Royal Caribbean, which found themselves in the center of the COVID-19 storm. It also presented unusual challenges to our compensation program. Our Talent and Compensation Committee has worked diligently to navigate this unique environment, and we thought it would be helpful, before we provide the standard information, to lay out the philosophy we tried to follow and the logic behind the decisions taken.

        Our fundamental compensation philosophy remains unchanged – we strive to construct compensation arrangements for our executives that align their interests with those of our shareholders. To do this, we focus on making sure that executive compensation includes a high proportion of performance-based pay metrics, including equity-based compensation.

        The Compensation Committee's decisions for this year, as described in the Compensation Discussion and Analysis that follows, were designed coming off an exceptional 2019 and during the early part of 2020 when the impact of the pandemic was not yet apparent. Our goal at that time was to motivate our management to continue that strong financial performance and momentum. Based on their performance and comparisons to other comparable companies, the committee granted significant increases to these executives at the start of the year. Consistent with the Committee's objective of having executive compensation link to shareholder value, the majority of their compensation was in the form of equity-based compensation.

        However, as the impact of the pandemic became clear, our focus shifted to motivating the Company's management to address the challenges of the pandemic, while also taking into account the profound impact it has had on the financial performance of the Company. As you will see in the following analysis, the Talent and Compensation Committee considered these factors in determining compensation and took action to meaningfully incentivize, motivate and retain our executives with pay programs designed to drive shareholder return. The difficult operating environment and the fast-changing circumstances on the ground made balancing such competing objectives particularly challenging.

        During this crisis, management has taken aggressive steps to protect the health and safety of its guests and crew; worked effectively to develop protocols and procedures and control costs; established the highly regarded Healthy Sail Panel; and has protected and bolstered its liquidity. Management also focused heavily on accomplishing these goals with minimal dilution to shareholders. We believe that these proactive actions by management have led to the Royal Caribbean Group preserving shareholder value particularly well during this extraordinary period, as well as being seen as a leader in our industry. Our compensation actions this year sought to take all this into consideration.

   

1050 Caribbean Way, Miami, Florida 33132-2096 | 305 539 6000 | royalcaribbeangroup.com

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✓	​	Our 2020 performance-based restrictive stock awards, which vest in 2023, were based on 2022 EPS and ROIC financial metrics established pre-COVID-19. We adjusted these EPS and ROIC metrics – and added a new leverage metric – to align more directly with the 2022 results and outcomes necessary to prepare us for a healthy return to service and financial recovery. As modified these metrics also enable us to maintain the retentive and incentive value of these awards.
✓	​	We have granted long-term equity retention awards to our senior executives designed to incentivize them to continue leading efforts in our Company and the industry to achieve the kind of goals mentioned above. Mr. Fain declined to participate in these retention grants.
✓	​	While the focus of this compensation report is on our most senior executives, the Committee also spent considerable effort on compensation at lower levels in the Company with the same focus on ensuring that the motivational and retentive elements predominate.

        The Committee is committed to assessing our executive compensation programs on a regular basis. We strongly believe that, in the near term, the above actions are necessary to drive performance, retention and motivation of our leadership team – all of which are essential to a successful recovery. As we monitor the execution of the business plan, the committee will regularly re-evaluate its compensation approach and adjust as merited.

        We are convinced that these compensation plans will allow Royal Caribbean Group to retain and motivate the very best leadership to drive our financial recovery for both the Company and its shareholders and is the foundation for our support of the board's recommendation to vote "YES" on say-on-pay (Proposal No. 2).

Sincerely,

The Talent and Compensation Committee

	​		​
Vagn Sørensen	​	John Brock	​	Ann Moore

 

	​
Amy McPherson	​	Donald Thompson

   

1050 Caribbean Way, Miami, Florida 33132-2096 | 305 539 6000 | royalcaribbeangroup.com

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Compensation Discussion and Analysis

        The 2020 COVID-19 pandemic was particularly impactful to our business. On March 13, 2020, we voluntarily suspended our global cruise operations and our focus shifted to protecting the safety of our guests and crew, proactively preserving our liquidity, protecting the Company's brands and our travel partners and defining and preparing for our return to service (as described in more detail below).

Safety Of Our Crew

        When the COVID-19 pandemic hit, we worked tirelessly to safely repatriate our guests and crew members to their homes. We repatriated approximately 50,000 crew members from more than 100 countries around the world, with widely different safety protocols and travel restrictions. Our teams worked around the clock with a multitude of governing bodies to repatriate our crew as soon as possible. We worked diligently with the governments of the restricted countries to reunite the last few of our crew with their family. It was a very complex task with shifting regulations and restrictions across multiple countries.

Preserving Our Liquidity

        The Company took a very methodical approach to protecting our liquidity with a focus on reducing cash outflows and minimizing dilution. Since the suspension of its global cruise operations, the Company has taken aggressive actions to enhance its liquidity, preserve cash, obtain additional financing, and significantly reduce capital expenditures and operating expenses. During fiscal year 2020, the Company raised approximately $9.3 billion of new capital through a combination of bond issuances, common stock public offerings and other debt instruments.

Protecting Our Brand and Travel Partners

        We've taken actions to provide guests with flexibility and peace of mind as they look forward to resuming their travel. To this end, we have implemented the "Cruise with Confidence" program, where guests have the flexibility to cancel their cruises up to 48 hours prior to sailing and receive a full credit on the cruise fare for a future cruise. We enhanced this program with our "Lift and Shift" program, which gives our guests even more comfort for the time ahead. These programs have been very well received as they benefit both our guests and our liquidity profile. During this difficult period, we have also maintained a vibrant public outreach program through videos, social media, personal appearances, etc. in order to maintain interest in and bookings for the post-pandemic period.

Defining And Preparing For our Return to Service

        As we look ahead to the return to sailing in a majority of the world, we know we must face what will ultimately be a changed landscape for the cruising industry. In cooperation with Norwegian Cruise Line, we have assembled an expert panel called the Healthy Sail Panel to help us meet two specific goals: one, to reduce the risk of COVID in our guest home communities; and two, to ensure that we can properly handle a COVID incident on board effectively and without inconveniencing all the other guests or the local community. After a thorough review, the panel made 74 specific recommendations toward accomplishing these two goals. After their publication, the entire cruise industry agreed to abide by these recommendations, and we believe that the recommendations can serve as a foundation for a gradual and methodical healthy return to service. We believe that the creation of the Healthy Sail Panel has been an important contributor to the science and has been very valuable in protecting and enhancing the company's response to the pandemic and its reputation for doing so.

2020 Say-on-Pay Results

        At our 2020 annual meeting, shareholders approved our 2019 NEO compensation with over 98% of the votes cast in favor of our practices. Given the high level of support, the Talent and Compensation Committee did not make any significant changes to its approach to executive compensation specifically as a result of this "say-on-pay" vote. The Talent and Compensation Committee considers the outcome of our annual say-on-pay

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votes when making future compensation decisions for NEOs. The next "say-on-pay" vote will occur at our 2021 annual meeting.

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

Named Executive Officers

        Our NEOs for the fiscal year ended December 31, 2020 are consistent with fiscal year 2019 and are set forth below.

Fiscal 2020 Impact on Compensation

        In fiscal year 2020, our NEOs showed exceptional agility in managing the Company in the face of the COVID-19 pandemic, including the four areas described in the preceding section. Notwithstanding these significant accomplishments for our shareholders, the impact of the pandemic on our businesses led to a meaningful reduction in NEO compensation in a number of ways:

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Mr. Fain elected to forego his base salary from April 1, 2020 through September 30, 2020. In addition, each of Mr. Liberty, Mr. Bayley and Ms. Lutoff-Perlo elected to reduce their base salaries by 25% from April 1, 2020 until September 30, 2020.



•

Cash compensation for each of our NEOs related to 2020 was lower than that received in 2019. Inclusive of base salary, annual incentive and discretionary bonus plans, our cash paid to the CEO was 88% less in 2020 than in 2019, was 11% less in 2020 compared to 2019 for the other NEOs, and 39% less in 2020 compared to 2019 when considering all NEOs.



•

Performance Share Awards granted in 2018 and scheduled to vest in 2021, based on 2020 performance, resulted in 100% of the original target number of shares being earned, which adjusted for the decrease in share price, equates to 66% of the original target value of the awards and which is significantly lower than the vesting level at which these awards were tracking prior to the start of the pandemic.



•

Performance Share Awards granted in 2020, and scheduled to vest in 2023, have established goals based upon return on invested capital ("ROIC") and earnings per share ("EPS"). Based on the impact on our business from the COVID-19 pandemic, the goals have been modified and will now include ROIC, EPS and a leverage metric (measuring our debt to EBITDA ratio).



•

Based on the impact from the COVID-19 pandemic on our business and consistent with the overall organization, in 2021 there will be no merit adjustments to base salaries for our NEOs, nor will there be any adjustment in annual incentive targets.

Elements of the 2020 Executive Compensation Program

Base Salary

        Base salaries comprise, on average, less than 20% of the total target compensation for our NEOs (8% for our Chairman & CEO and 17% for our other NEOs). However, base salaries are an important and customary element of

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pay for attracting and retaining executives. The Talent and Compensation Committee seeks to pay each NEO a level of fixed compensation that competitively reflects their scope of responsibility.

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

•

market positioning;



•

scope of responsibilities;



•

expertise and experience;



•

tenure with the organization; and



•

performance and potential to further our business objectives.

        The Talent and Compensation Committee generally reviews salaries in the early part of each year and, if appropriate, adjusts them to reflect changes in such considerations and to respond to market conditions and competitive pressures. The table below reflects the extent of increases in 2020 to the base salaries for our NEOs, made to better align their pay with the market and to recognize positive performance and Company results in the prior years. These changes in base salary were made in February 2020, prior to the time most of the impact of the pandemic, including the suspension of our cruising operations, was known. As mentioned previously, there will be no merit adjustments for 2021.

Performance Based Annual Incentive

        Our Chairman & CEO receives approximately 70% of his target annual cash compensation in performance-based pay pursuant to our Executive Short-Term Bonus Plan (the "Executive Bonus Plan,") and performance-based pay accounts for more than half of target annual cash compensation for each of our other NEOs. The Executive Bonus Plan is designed to reward our executives for the achievement of the Company's annual financial and/or strategic goals and, to recognize individual contributions.

        For 2020, the Talent and Compensation Committee established the following framework for the Executive Bonus Plan, which is generally consistent with prior years:

Target Annual Incentives:

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

        At its February 2020 meeting, the Talent and Compensation Committee increased the target annual incentive for Mr. Liberty, Mr. Bayley and Mr. Kulovaara to make the target cash compensation more competitive with the market and to incentivize positive performance. The following table shows the 2019 and 2020 bonus targets of each NEO. These changes in bonus targets were made in February 2020, prior to the time most of the impact of the

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COVID-19 pandemic was known, including the suspension of our cruising operations. As mentioned previously, there will be no changes to the bonus targets for 2021.

Metrics and Weighting:

        In prior years, financial results were the predominant measure of both Corporate and Brand performance, comprising 70% of the annual bonus opportunity. KPI's measuring Net Revenue Yield, Net Cruise Costs excluding Fuel, Guest Satisfaction, Employee Engagement and Safety, Security, Health and Environmental Stewardship represented the remaining 30% of the bonus opportunity. At the February 2020 meeting, the Talent and Compensation Committee determined that targets could not be determined for these criteria due to the uncertainty caused by the spread of COVID-19 and subsequent travel restrictions. As a result, the Talent and Compensation Committee deferred the establishment of criteria for the annual incentive plan and subsequently convened in April, May, and June of 2020.

        In June 2020, the Talent and Compensation Committee established the nine criteria below as the Company's corporate goals for fiscal year 2020 under the Executive Bonus Plan. The nine criteria are related to the Company's response to the COVID-19 pandemic and how it would protect its guests, employees and ships as the COVID-19

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pandemic unfolded. These nine criteria replaced the financial performance criteria and the KPIs used in prior years and are as follows: