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Letter from the

Chief Executive Officer

“WeThe future of our company is bright, and we are focused on elevating innovation, building onwell-positioned to achieve both our record of achievement,near-term goals and growing with purposesucceed for our people, our guests, our shareholders and the communities we serve. Together with our award-winning brands, we remain committed to delivering the best vacation experiences in a responsible way.long-term.” Jason T. Liberty President and Chief Executive Officer

Dear Fellow Shareholders,fellow shareholders,

As I reflect on this past year, I am tremendously proudOn behalf of everything ourRoyal Caribbean Group’s nearly 100,000 employees and crew members, I want to express how pleased we are with the progress our company has made over the past year. While 2022 had its challenges, it was a transitional year full of many notable achievements, including returning our business to full operations and leadership teams have achieveddelivering memorable vacations to help6 million guests.

We finished the year on a high note, and we will continue to build on that momentum throughout 2023. The normalization of our operations provide the visibility needed for us return to service after 15 months of being shut down due to the COVID-19 pandemic. It was truly an amazing moment in June 2021 to welcome back our first guests in the U.S. and to resume deliveringannual guidance. Additionally, we have developed a strong foundation to achieve our goals on Trifecta, our purpose as an organization –three-year initiative designed to provide the best vacations in the world in a responsible way.

Our Leadership Transitions

In December, my colleague, mentor and friend, Richard Fain, announced he would step down from his role as Chief Executive Officer after 33 years. There is no doubt Richard’s legacy will live on for many years.drive record financial performance. I am incredibly humbledproud of everyone at Royal Caribbean Group for the work they do each day to execute on our mission and honoredfurther strengthen the foundation for our future growth.

Supporting our communities and people

Our environmental, social and governance (ESG) ambitions help inform our strategic and financial decisions on a daily basis, ensuring that we always act responsibly while achieving our long-term profitability goals. In the year ahead, we will:

Our future

Looking to the rest of 2023 and beyond, we will remain focused on our strategic and operational journey – while never losing sight of our Trifecta goals. We’ll also be hard at work executing on our strategic pillars, which are deepening customer relationships, delivering the best hardware and destinations, and excelling in the core of our business. As we move forward, I want to also acknowledge our unwavering commitment to our people, guests, communities, travel partners and shareholders. Royal Caribbean Group wouldn’t be the company it is without the support of all our stakeholders.

The future of our company is bright, and we are well-positioned to achieve both our near-term goals and succeed for the long-term. I have no doubt that this next President and Chief Executive Officerchapter of the Royal Caribbean Group and to partner with Richard in his role as Chairman of our Board of Directors. Additionally, we welcomed Naftali Holtz to the role of Chief Financial Officer. Naftali is a strong leader and has beenwill be a great partner in strengthening our financial condition as we continue our recovery efforts.

Our Commitment to ESG

In addition to a healthy return to sailing, we are steadfast in our commitment to environmental, social and governance (ESG) practices and the destinations we visit and the communities we serve. And as always, we continue to drive toward innovation, continuous improvement and doing the best we can for all of our stakeholders through a variety of efforts and initiatives. For example, last October, we announced our most exciting destination yet – Destination Net Zero – which outlined our aim to achieve net zero emissions by 2050. This ambitious strategy to cut emissions, protect our oceans and ensure the viability of our destinations builds upon our environmental journey that began 30 years ago with our Save the Waves campaign. We also continue to make progress in other areas of our ESG strategy, specifically in diversity, equity and inclusion and governance.

Our Future

As we continue to navigate the pandemic, we are focused on our full return to service, with our goal to have all of our ships back at sea as soon as possible. We and our award-winning brands, Celebrity Cruises, Royal Caribbean International, Silversea Cruises, TUI Cruises and Hapag-Lloyd Cruises remain committed to delivering the very best vacation experiences.

I believe the coming months and years will be transformational for our company,one, and I am excited about our future. I know expectations are high for our long-term growth and success, as they should be. We arelook forward to all committed to exceeding those expectations every day, and I thank you for your continued support and dedication to Royal Caribbean Group.we will accomplish in the year ahead, together.

Sincerely,

Jason T. Liberty

President and Chief Executive Officer

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20212022 Performance Highlights

Navigating the Pandemic and Recovering from the Crisis – Key 20212022 Successes

Successful Return to Full Operations		100%		95%		+3.5%		6 M
		of fleet in operation since June 2022		Significant ramp-up in load factors, from 57% in first quarter to 95% in the fourth quarter of 2022		Strong demand for our vacation experiences; 3.5% increase in revenue per passenger cruise day versus 2019		6 million vacations delivered during 2022 at high guest satisfaction scores
Enhancing Platform for Long-Term Growth				≈1,000
		Launched 3 new ships Strong pipeline capacity of 10 new ships to be delivered in 2023-2026		Destinations visited Advanced critical port and destination efforts for a diversified port portfolio		Continued investments in private destinations and our digital infrastructure to enhance our guest experience and commercial capabilities		In November 2022, the Company introduced the Trifecta program, a new three-year initiative designed to drive superior performance
Strong Liquidity and Improving Financial Performance		> $2.9 B
		Year-end liquidity		Disciplined cost management and focus on profitability, abating inflationary cost increases of more than 25% since 2019		Successfully refinanced $6.9 billion of debt to manage debt maturity profile		Generated approximately $500M of operating cash flow
ESG is Core to our Business
		Opened the first net zero cruise terminal in Galveston, Texas		Launched a new environmental protection initiative – “Blue Green Promise” – aimed at supporting resilient and sustainable ocean communities		Set a short-term target for Destination Net Zero to reduce carbon intensity by double digits by 2025.		Introduced our “Propelled by People” campaign, a new platform to increase employee engagement.

Leading the Industry in 2     a Return to Service			85%		1.3 M2023 Proxy – 2022 Performance Highlights
		Brought back 37K+ employees		Fleet capacity operational by 12/31 fastest return in the industry	Lowest out of service cash burn per berth versus our peers	1.3 million guests served in 2021 with only 0.19% COVID-19 positivity rate due to highly effective health and safety protocols
Enhancing Platform for Long-Term Growth			350
		Launched 2 new ships Strong pipeline capacity with 12 new ships 2022- 2026	Destinations visited Advanced critical port and destination efforts for a diversified port portfolio	Introduced frictionless digital commerce – enhancing guest experience and providing tools to increase revenue	Record guest satisfaction scores and strong onboard revenue drove total revenue per passenger cruise day in Q4 up 10% vs record 2019 levels
Journey Back to Strong Financial Results		>$3 B
		Year-end liquidity	Reduced cost of debt funding by over 500bps (vs. 2020)	Successfully refinanced $2.3 billion of crisis debt on an unsecured basis at lower cost	By 4th Quarter, total cash flows from ships in operation turned positive
ESG is Core to our Business				7
		Developed a strategic ESG Framework, setting a foundation to guide our decision-making, including adding a new Chief ESG Officer	Launched Destination Net Zero to chart a course toward achieving net zero cruise ship by 2035 and enterprise net zero by 2050	7 times recognized as a World’s Most Ethical Company by Ethisphere	Named as 2021 Forbes Best Employer for Diversity in recognition of our DEI efforts

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Proxy Summary

We look forward to welcoming you to our 20222023 Annual Meeting of Shareholders. This important meeting provides the Board of Directors and management with an opportunity to receive collective feedback from you, our shareholders. We place significant value on your opinion, and we have strived to highlight in this summary key information for your consideration. We recommend, however, that you read the entire proxy statement carefully before voting.

PROPOSAL 1 Election of Directors	The board recommends a vote “FOR” each nominee.

Director Nominees

			Director		Committee Membership
Name and Primary Occupation		Age	Since		AC	TCC	NGC	SESH
	John F. Brock  IND  Former Chairman & CEO, Coca-Cola European Partners	73	2014
	Richard D. Fain Chairman, Former CEO Royal Caribbean Group	74	1981
	Stephen R. Howe, Jr.  IND  Former U.S. Chairman & Managing Partner, Ernst & Young	60	2018
	William L. Kimsey  LEAD DIRECTOR  Former CEO, Ernst & Young Global	79	2003
	Michael O. Leavitt  IND  Co-Chairman, Health Management Associates and Chairman, Leavitt Equity Partners	71	2022
	Jason T. Liberty President and CEO, Royal Caribbean Group	46	2022
	Amy McPherson  IND  Former President & Managing Director, Europe, Marriott	60	2020
	Maritza G. Montiel  IND  Former Deputy CEO & Vice Chairman, Deloitte	70	2015
	Ann S. Moore  IND  Former Chairman & CEO, Time	71	2012
	Eyal M. Ofer  IND  Chairman, Ofer Global and Zodiac Group	71	1995
	William K. Reilly  IND  Founding Partner, Aqua International Partners	82	1998
	Vagn O. Sørensen  IND  Former President & CEO, Austrian Airlines Group	62	2011
	Donald Thompson  IND  Former President & CEO, McDonald’s	59	2015
	Arne Alexander Wilhelmsen  IND  Chairman, AWILHELMSEN AS	56	2003

PROPOSAL 1 Election of Directors			The board recommends a vote “FOR” each nominee.

Director Nominees

							Committee Membership
Name and Primary Occupation			Age		Director Since		AC	TCC	NGC	SESH
	John F. Brock INDEPENDENT Former Chairman & CEO, Coca-Cola European Partners		74		2014
	Richard D. Fain Chairman, Former CEO Royal Caribbean Group		75		1981
	Stephen R. Howe, Jr. INDEPENDENT Former U.S. Chairman & Managing Partner, Ernst & Young		61		2018
	William L. Kimsey   LEAD DIRECTOR Former CEO, Ernst & Young Global		80		2003
	Michael O. Leavitt   INDEPENDENT Co-Chairman, Health Management Associates and Chairman, Leavitt Equity Partners		72		2022
	Jason T. Liberty President and CEO, Royal Caribbean Group		47		2021
	Amy McPherson   INDEPENDENT Former President & Managing Director, Europe, Marriott		61		2020
	Maritza G. Montiel   INDEPENDENT Former Deputy CEO & Vice Chairman, Deloitte		71		2015
	Ann S. Moore INDEPENDENT Former Chairman & CEO, Time		72		2012
	Eyal M. Ofer INDEPENDENT Chairman, Ofer Global and Zodiac Group		72		1995
	Vagn O. Sørensen INDEPENDENT Former President & CEO, Austrian Airlines Group		63		2011
	Donald Thompson INDEPENDENT Former President & CEO, McDonald’s		60		2015
	Arne Alexander Wilhelmsen INDEPENDENT Chairman, AWILHELMSEN AS		57		2003
	Rebecca Yeung INDEPENDENT Corporate Vice President at FedEx Corporation		51		2023

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

	2022	2023 Proxy – Proxy Summary	3

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Proxy Summary

Board Snapshot

Skills and Experience

Diversity	INDUSTRY	Independence		Tenure		Age

Skills and Experience
	INDUSTRY		Experience in industries such as hospitality, travel, tourism and shipping results in a deep understanding of consumer expectations and business strategy
	EXECUTIVELEADERSHIP		Valuable in understanding and managing a range of corporate governance, risk management, strategic planning, finance, operational and management and succession planning matters
	REGULATEDBUSINESS		Familiarity with highly regulated industries can provide the Board with insight and understanding of effective strategies in managing the complex political and regulatory landscape in which we operate
	GOVERNMENT / PUBLIC POLICY		Helpful to oversee management’s interactions with governing authorities while achieving desired business objectives
	SUSTAINABILITY / ENVIRONMENTAL		Strengthens the Board’s oversight and assures that strategic business imperatives and long-term value creation are achieved within a sustainable, environmentally focused model
	FINANCE / ACCOUNTING		Valuable in contributing to and overseeing strong financial planning, reliable financial information, robust controls and financial reporting
	GLOBALENTERPRISE		Experience with a global enterprise or with international markets aids the Board in understanding diverse business environments, economic conditions, and cultures associated with our global workforce and activities
	TECHNOLOGY / INNOVATION / CYBERSECURITY		Helps management address emerging risks, innovation and competitiveness in the digital age and technology risks, including cybersecurity risks
	CONSUMERBUSINESS		Valuable as the Company seeks to provide all cruising guests with memorable vacation experiences and superior customer service
	RISKMANAGEMENT		Enables directors to effectively anticipate and oversee the most significant risks facing the Company

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Proxy Summary

PROPOSAL 2 Advisory Vote to Approve the Compensation of Our Named Executive Officers			The board recommends a vote “FOR” this proposal.

We place significant focus on the design of our executive compensation programs as we believe their effectiveness is crucial to our success as a company. We assess our programs regularly and strive to continuously make improvements as well as incorporate shareholder feedback.

Executive Compensation Program

PRINCIPLES		“Our fundamentalIMPLEMENTATION
Total direct compensation philosophy remains unchanged – we strivelevels should be sufficiently competitive to construct compensation arrangements for our executives that align their interests with those of our shareholders. The pandemic presented unique challenges forattract, motivate and retain the cruise industry in 2021, but we were able to maintain our pay-for-performance focus and effectively motivate management to achieve objectives critical to the Company’s return to financial health and profitability.”highest quality executives.		Vagn O. Sørensen, Chairman,Our Talent and Compensation Committee seeks to establish target total direct compensation (salary, short-term incentive and long-term incentive) at appropriate levels relative to our Market Comparison Group, providing our executives the opportunity to be competitively rewarded for our financial and operational performance. Total direct compensation opportunity (i.e., maximum achievable compensation) should increase with position and responsibility.
Performance-based and “at-risk” incentive compensation should constitute a substantial portion of total compensation.		We seek to foster a pay-for-performance culture, with a significant portion of total direct compensation being performance-based and/ or “at risk.” Executives with greater responsibilities and the ability to directly impact our strategic and operational goals and long-term results should bear a greater proportion of the risk if these goals and results are not achieved. Therefore, the more senior the executive, the greater the percentage of total compensation in the form of performance-based and/or “at risk” compensation.
Long-term incentive compensation should align executives’ interests with our shareholders’ interests to further the creation of long-term shareholder value.		We focus on ensuring that executive compensation includes a high proportion of long-term performance-based equity compensation. Awards of equity-based compensation encourage executives to focus on our long-term growth and prospects and incentivize executives to manage our company from the perspective of owners with a meaningful stake and to encourage them to remain with us for long and productive careers. Our stock ownership guidelines further enhance the incentive to create long-term shareholder value. Equity-based compensation also subjects our executives to market risk, a risk also borne by our shareholders.

	2022	2023 Proxy – Proxy Summary	5

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Proxy Summary

Executive Compensation Program

Compensation Elements

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

Pay Elements

CEO

Other NEOs

Objective

Key Features

Pay Elements

CEO

Other NEOs

Objective

Key Features

●Provide a base level of steady income in line with expertise, experience, tenure, performance, potential and scope of responsibility

●Set annually based on market competitiveness and in linein-line with performance and contributions to the achievement of Company goals ●No increases for 2021 Increases, when appropriate, are provided based on market movements, scope of responsibilities, and merit

●To focus executives on annual financial and operational performance ●To reward executives for performance relative to our short-term goals and initiatives

●Target bonus for each NEO is set early in the year and actual value realized will adjustEarned based on Company, brandcompany-wide and, if applicable, brand-specific financial and operational objective metrics and individual performance against previously established strategic goals, including, but not limited to, Adjusted EPS (corporate), adjusted brand operating income, if applicable, and an ESG composite ●Payouts range from 0% and 200% based on achievement of results during the year ●For our President and CEO, payout is entirely based on corporate performance. For other NEOs, one-third is determined based on individual performance and two-thirds is determined by corporate and, if applicable, brand performance

●Structured to align with shareholder interests, reward the achievement of long-term goals and promote stability and corporate loyalty among the executives

●Earned only if specified financial performance measures are met ●Typically, with a three-year performance measure ●2021 Actual payout rangesPSU Awards granted in 2022 for the period ended December 2024 will be earned based on Adjusted EPS, ROIC, leverage and an ESG composite ●PSU Awards granted in 2022 for the period ended December 2024 can range from 0% to 200% of target award opportunity amount ● 2021 Awards based on ROIC, Adjusted EPS and leverage ratio performance

●Multi-year vesting requirements align our executives’ interests with our shareholders and incentivize retention of our executive talent

●Generally, vest in four equal annual installments, startingSet annually based on market competitiveness and in-line with performance and contributions to the first anniversaryachievement of the grant dateCompany goals ●Increases, when appropriate, are provided based on market movements, scope of responsibilities, and merit.

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Proxy Summary

PROPOSAL 3 Advisory Vote on Frequency of Shareholder Vote on Executive Compensation			The board recommends a vote for the option of “ONE YEAR.”

Applicable SEC rules require that, at least once every six years, shareholders be given the opportunity to vote on an advisory basis regarding the frequency (i.e., annually, every two years or every three years) of future shareholder advisory “say-on-pay” votes on the compensation of our named executive officers. Our shareholders voted on a similar proposal in 2017, with the majority voting to hold the say-on-pay vote annually. We continue to believe that say-on-pay votes should be conducted every year so that our shareholders may annually express their views on our executive compensation program.

PROPOSAL 4 Ratification of Principal Independent Registered Public Accounting Firm			The board recommends a vote “FOR”this proposal.

Aggregate fees for professional services rendered by PricewaterhouseCoopers LLP for the fiscal years ended December 31, 2022 and 2021 and 2020 were:

(1)		The audit fees for the fiscal years ended December 31, 2022 and 2021 were for professional services rendered for the integrated audits of the Company’s consolidated financial statements and system of internal control over financial reporting, quarterly reviews, statutory audits required by foreign jurisdictions, consents, issuance of comfort letters, and review of documents filed with the SEC.
PROPOSAL 4 Approval(2)	The audit-related fees for the fiscal years ended December 31, 2022 and 2021 were for the audits of Amendedthe Company’s retirement savings plan and Restated 2008 Equity Incentive Plan	The board recommends a vote “FOR” this proposal.	other attest services.
(3)	Tax fees for the fiscal years ended December 31, 2022 and 2021 were for services performed in connection with international tax compliance, and transfer pricing.
(4)	All other fees for the fiscal years ended December 31, 2022 and 2021 were for subscription fees for accounting and auditing research software.

We are asking shareholders to approve an amendment and restatement of our 2008 Equity Incentive Plan to, among other things, increase the number of shares of common stock reserved for issuance thereunder by 9.5 million shares. This amendment and restatement of the 2008 Plan (the “Amended Plan”) was recommended by our Talent and Compensation Committee. If approved by our shareholders, the Amended Plan will become effective as of the date of the Annual Meeting.

	2022	2023 Proxy – Proxy Summary	7

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Table of Contents

Letter from the Chief Executive Officer			1
20212022 Performance Highlights			2
Proxy Summary			3
Notice of Annual Meeting of Shareholders			9
Corporate Governance and Board Matters			10
	PROPOSAL 1
	Election of Directors		10
Our Director Nominees			10
Our Board’s Composition			2120
Board Selection and Evaluation			2322
Corporate Governance			2725
Other Governance HighlightsBoard Committees			3527
Other Governance Highlights			33
Environmental, Social and Governance Overview			3836
	PROPOSAL 2
	Advisory Vote to Approve the Compensation of Our Named Executive Officers		4342
Executive Compensation			4443
Compensation Discussion and Analysis			4745
Executive Summary		48
Report of the Talent and Compensation Committee			6965
Executive Compensation Tables			7066
CEO Pay Ratio			75
Pay Versus Performance			76
Director Compensation for 20212022			8180
	Audit Committee MattersPROPOSAL 3
	Advisory Vote on Frequency of Shareholder Vote on Executive Compensation		82
	PROPOSAL 3 4
	Ratification of Principal Independent Registered Public Accounting Firm		8283
Audit Fees			8284
Report of the Audit Committee		84
	PROPOSAL 4 Approval of Amended and Restated 2008 Equity Incentive Plan	85
Security Ownership of Certain Beneficial Owners and Management			9486
Principal Shareholders		94
Security Ownership of Directors and Executive Officers			9587
Equity Compensation Plan Information			9688
General Information		97
Annex A to Proxy Statement		A-189

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Notice of Annual Meeting
of Shareholders

DATE & TIME Thursday, June 2, 2022 1, 2023 9:00 A.M., ET

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

RECORD DATE Persons holding shares of our common stock as of the close of business on April 7, 20226, 2023 are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

How to Vote

BY INTERNET www.proxyvote.com

BY TELEPHONE 1-800-690-6903

1-800-690-6903 BY MAIL Mark, sign and date your proxy card and return in the postage- paidpostage-paid envelope we have provided.

	2022	2023 Proxy – Notice of Annual Meeting of Shareholders	9

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Corporate Governance and
Board Matters

PROPOSAL 1 Election of Directors			The board recommends a vote “FOR” this proposal.

Our Board currently has 14 members, each of whom is standing for re-election to hold office until the next Annual Meeting of Shareholders and until their successors are duly elected and qualified. Each candidate has consented to being named in this proxy statement and serving as a director, if elected. However, if any nominee is not able to serve, the Board can either nominate a different person or reduce the size of the Board. If the Board nominates another individual, the persons named as proxies may vote for that nominee.

The Board unanimously recommends that shareholders vote “FOR” the election of each of the nominees for director named below.

Our Director Nominees

Our Board is made up of a diverse group of leaders with substantial experience in their respective fields. Our director nominees hold and have held senior positions as leaders of various large and complex businesses and organizations and in government, demonstrating their ability to develop and execute significant policy and operational objectives at the highest levels. Our nominees include current and former chief executive officers, chief financial officers, chief operating officers and other members of senior management of large, global businesses. Through these roles, our nominees have developed expertise in, among other things, core business strategy, operations, finance, human capital management and leadership development, compliance, controls and risk management, as well as the skills to respond to rapidly evolving business environments and to foster innovation and business transformation. Additionally, our nominees’ experience serving in government and on other boards brings valuable knowledge and expertise, including in the areas of public policy, governance, succession planning, financial reporting and regulatory compliance. Our Board believes that the combination of the various skills, qualifications and experiences of the director nominees contributes to an effective and well-functioning Board and that, individually and as a whole, the director nominees possess the necessary qualifications to provide effective oversight and strategic guidance.

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Corporate Governance and Board Matters

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

Age: 73 Director Since: February 2014 Committees: Nominating and Corporate Governance Committee; Talent and Compensation Committee Other Public Company Boards: None			John F. Brock
			BACKGROUND: Mr. Brock retired as Chief Executive Officer of Coca Cola European Partners in December 2016, having served in that role since the formation of that company in May 2016. Prior to that, Mr. Brock served as Chairman and Chief Executive Officer of Coca Cola Enterprises Inc. since April 2008 and as Chief Executive Officer since April 2006. From February 2003 until December 2005, Mr. Brock was Chief Executive Officer of InBev, S.A., a global brewer, and from March 1999 until December 2002, he was Chief Operating Officer of Cadbury Schweppes plc, an international beverage and confectionery company. From April 2007 to December 2007, Mr. Brock served as a director of Dow Jones & Company, Inc., a publisher and provider of global business and financial news. From 2004 to 2006, he served as a director of the Campbell Soup Company, a global manufacturer and marketer of branded convenience food products. From 2003 to 2005, he served as a director of Interbrew / Inbrew, a beer brewing company. He also served as a director of Reed Elsevier, a publisher, from 1997 to 2003. Mr. Brock is a Trustee of the Georgia Tech Foundation, Director 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.
Age: 74 Director Since: February 2014 Committees: Nominating and Corporate Governance Committee; Talent and Compensation Committee Other Public Company Boards: None

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Corporate Governance and Board Matters

Chairman of the Board Age: 74 Director Since: January 1981 Committees: None Other Public Company Boards: None			Richard D. Fain
			BACKGROUND: Mr. Fain has served as our Chief Executive Officer from 1988 through January 2022. He has been a director of the Company since 1981 and served as our Chairman and Chief Executive Officer from 1988 to 2021.since 1988. Mr. Fain is a recognized industry leader, having participated in shipping for over 4045 years and having held a number of prominent industry positions, such as Chairman of the Cruise Lines International Association (CLIA), the largest cruise industry trade association. He currently serves on the University of Miami Board of Trustees and the UhealthUHealth Board of Directors. He is former chairman of the University of Miami Board of Trustees, the Miami Business Forum, the Greater Miami Convention and Visitors Bureau, the UHealth Board of Directors, and the United Way of Miami Dade. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Mr. Fain’s breadth of experiences, tenure and leadership provide incomparable insights into the history, operations, and strategic vision of the Company as well as the evolution and direction of the cruise industry as a whole. Having served as Chairman & CEO for over 33 years, Mr. Fain helped grow the Company from a one brand Caribbean centric operation with berthing capacity of approximately 5,000 to the second largest cruise company in the world with a portfolio of global and regional brands that operate around the globe with berthing capacity of approximately 140,000.
Chairman of the Board Age: 75 Director Since: January 1981 Committees: None Other Public Company Boards: None

Age: 60 Director Since: December 2018 Committees: Audit Committee; Nominating and Corporate Governance Committee (Chairman) Other Public Company Boards: None			Stephen R. Howe, Jr.
			BACKGROUND: Mr. Howe served as U.S. Chairman and Managing Partner and Americas Area Managing Partner of Ernst & Young (“EY”) and was a member of EY’s Global Executive Board from 2006 until his retirement in 2018. In these roles, Mr. Howe directed strategy and operations for EY’s businesses of over 75,000 people, delivering professional services across all industry sectors. While leading EY, Mr. Howe also 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.
Age: 61 Director Since: December 2018 Committees: Audit Committee; Nominating and Corporate Governance Committee (Chair) Other Public Company Boards: None

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Lead Director Age: 79 Director Since: April 2003 Committees: Audit Committee (Chairman); Nominating and Corporate Governance Committee Other Public Company Boards: None			William L. Kimsey
			BACKGROUND: Mr. Kimsey was employed for 32 years through September 2002 with the independent public accounting firm Ernst & Young L.L.P. From 1998 through 2002, Mr. Kimsey served as the Chief Executive Officer of Ernst & Young Global and Global Executive Board member of Ernst & Young and from 1993 through 1998 as the Firm Deputy Chairman and Chief Operating Officer. From 2003 until 2018, Mr. Kimsey served on the board, the compensation committee, and the audit committee (serving as chair from 2011-2018) of Accenture Plc. From 2004 until 2008, he served on the board of NAVTEQ Corporation and was the chairman of its audit committee. From 2003 through 2014, Mr. Kimsey also served on the board and the audit committee of Western Digital Corporation. Mr. Kimsey is a certified public accountant and a member of the American Institute of Certified Public Accountants. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: As former Chief Executive Officer of one of the largest public accounting firms in the world, Mr. Kimsey brings substantial accounting and finance knowledge and expertise to the Board as well as experience serving on and chairing the audit committees of a number of other large, well regarded public corporations.
Lead Director Age: 80 Director Since: April 2003 Committees: Audit Committee (Chair); Nominating and Corporate Governance Committee Other Public Company Boards: None

Age: 71 Director Since: February 2022 Committees: Safety, Environment, Sustainability and Health Committee Other Public Company Boards: American Express (New York Stock Exchange)			Michael O. Leavitt
			BACKGROUND: Gov. Leavitt is the Co-Chairman of Health Management Associates, a health care consulting firm, and Chairman of Leavitt Equity Partners, a private equity fund. From 2009 to 2021, he served as the Chairman of Leavitt Partners, LLC, a health care consulting firm. He also previously served as the United States Secretary of Health and Human Services from 2005 to 2009, the Administrator of the Environmental Protection Agency from 2003 to 2009 and the Governor of the State of Utah from 1993 to 2003. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Gov. Leavitt brings to our Board extensive management and leadership experience, including service as the Governor of Utah, a large state with a diverse body of constituents, and service in positions with the U.S. government, where he oversaw and advised on issues of national concern such as healthcare and environmental protection. These experiences were instrumental to his role as Co-Chair of the Healthy Sail Panel in developing recommendations for cruise lines to advance their public health response to COVID-19 and contributes to the Board’s oversight of these issues. Further, his experience at the EPA provides the Board with valuable insight in relation to the Company’s various environmental, social and governance initiatives.
Age: 72 Director Since: February 2022 Committees: Safety, Environment, Sustainability and Health Committee (Chair) Other Public Company Boards: American Express (New York Stock Exchange)

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Age: 46 Director Since: January 2022 Committees: None Other Public Company Boards: WNS (Holdings) Ltd. (New York Stock Exchange)			Jason T. Liberty
			BACKGROUND: Mr. Liberty has served as President and Chief Executive Officer since January 2022. Mr. Liberty has held several roles since joining the Company in 2005, including most recently as Executive Vice President and Chief Financial Officer since 2017 and, prior to that, as Senior Vice President and Chief Financial Officer since 2013. Before his role as Chief Financial Officer, Mr. Liberty served as Senior Vice President, Strategy and Finance from 2012 through 2013; as Vice President of Corporate and Revenue Planning from 2010 through 2012; and as Vice President of Corporate and Strategic Planning from 2008 to 2010. Before joining Royal Caribbean Group, Mr. Liberty was a Senior Manager at the international public accounting firm of KPMG LLP. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Mr. Liberty has years of broad-based, diverse senior management experience at the Company, including service as Executive Vice President and Chief Financial Officer, where he was responsible for finance, strategy, shared service operations, legal, and technology matters, among other areas. His experience and industry knowledge make him a valuable member of our Board.
Age: 47 Director Since: January 2022 Committees: None Other Public Company Boards: WNS (Holdings) Ltd. (New York Stock Exchange)

			Age:   Amy McPherson60 Director Since: December 2020 Committees: Talent and Compensation Committee Other Public Company Boards: PVH Corporation (New York Stock Exchange)
			Amy McPherson
			BACKGROUND: Ms. McPherson served in various positions at Marriott International, Inc. for over 30 years. Most recently, from 2009 through 2019, she served as President & Managing Director, Europe. Under her leadership, Marriott launched five new brands in Europe and completed the successful integration of Starwood Hotels in Europe. Since 2017, Ms. McPherson has served as a non-executive member of the board of directors of PVH Corporation and is a member of its Audit and Nominating & Governance Committees. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Ms. McPherson brings to the board considerable experience in overseeing business operations and development in Europe, having overseen multiple brands of hotels for Marriott. She has overseen acquisitions and strategic partnerships and implemented and executed strategies on both a regional and global basis. In addition, Ms. McPherson has experience managing Marriott’s global and field sales, marketing, loyalty program, revenue management, e-commerce, worldwide reservation sales and customer care, and sales channel strategy and analysis.
Age: 61 Director Since: December 2020 Committees: Talent and Compensation Committee Other Public Company Boards: PVH Corporation (New York Stock Exchange)

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Age: 70 Director Since: December 2015 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)			Maritza G. Montiel
			BACKGROUND: Ms. Montiel served as Deputy Chief Executive Officer and Vice Chairman of Deloitte LLP from 2011 through her retirement in May 2014. Prior to these positions, she held numerous senior management roles at Deloitte, including Managing Partner (Leadership Development and Succession, Deloitte University) from 2009 to 2011, and Regional Managing Partner from 2001 to 2009. During Ms. Montiel’s tenure at Deloitte, she was the Advisory Partner for many public company registrants in which Deloitte was the principal auditor.addition to overseeing Deloitte’s risk function. 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.
Age: 71 Director Since: December 2015 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)

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Other Public Company Boards:

None

			Ann S. Moore
			BACKGROUND: Ms. Moore served as ChairmanChair and Chief Executive Officer of Time Inc. from July 2002 to September 2010 and served as ChairmanChair 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.

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Age: 7172 Director Since: May 2012 May 1995Committees: Talent and Compensation Committee Committees: Safety, Environment, Sustainability and Health Committee; Nominating and Corporate Governance Committee Other Public Company Boards: None None

			Eyal M. Ofer
			BACKGROUND: Mr. Ofer ishas served as a global maritime shipping and real estate business leader and philanthropist. Asdirector of the Company since May 1995. He is Chairman of ahis multi-generational family group, Ofer Global, he leadsleading a private portfolio of international businesses principally focused on maritime shipping, real estate, energy, technology,tech, banking and large public investments. Its interests span Europe, North America, the Near East, Australasia and Southeast Asia. Mr. Ofer heads Ofer Global’s various divisions, includingThese include its shipping division, Zodiac Group, an international shipping enterprise operating a diversified fleet of over 180 vessels worldwide;worldwide, and its real estate arm, Global Holdings Group, a property holding conglomerate with over 10 million square feet of real estate, holding group specializing in large scale iconiclarge-scale office buildings, hotels and luxury residential developments, as well as other investment and development assets. He also leads the group’s O.G. Energy division, which has interests including renewable energy projects focused on wind, solar and forestry, and is a global leader in the provision of FSO and FPSO units through Omni Offshore Terminals. In 2017, Mr. Ofer launched O.G. Tech,Venture Partners, a founder-friendly multi-stage single LP Venture Capital fund focused on investing in early-growth-stage technology startups. Mr. OferHe also chairssits on the Eyal & Marilyn Ofer Family Foundation, a philanthropic foundation established foradvisory board of the charitable giving of his family in support of education and the arts. Bloomberg New Economy Forum. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Mr. Ofer brings to the Board over 30 years of significant leadership in the international maritime industry, including over 20 years of service on our Board of Directors. Mr. Ofer also provides considerable expertise in both real estate and finance matters, having played a leading role throughout his career in both expanding and diversifying his family’s shipping enterprise into sectors including real estate, cruise lines, hotels and banking.
Age: 72 Director Since: May 1995 Committees: Safety, Environment, Sustainability and Health Committee; Nominating and Corporate Governance Committee Other Public Company Boards: None

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Age: 82 Director Since: January 1998 Committees: Safety, Environment, Sustainability and Health Committee (Chairman) Other Public Company Boards: None

William K. Reilly BACKGROUND: 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-related businesses. 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 served from 2016 until 2021 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 served on the Board of Directors of E.I. duPont de Nemours and Company and from 1997 until May 2013, he served on the Board of Directors of ConocoPhillips. In May 2010, President Obama named Mr. Reilly to serve as co-chair of the National Commission on the BP Deepwater Horizon Oil Spill and Offshore Drilling, which released its report on January 11, 2011. In December 2012, the President named Mr. Reilly to the Council for Global Development. In 2017, Mr. Reilly became a director of the Center for Strategic and International Studies, a non-profit research and communication organization in Washington, DC. In 2018, Mr. Reilly became a director of the Union of Concerned Scientists, a non-profit research and communications organization based in Cambridge, MA. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Mr. Reilly brings to the Board his wealth of environmental, safety and regulatory expertise gained through significant leadership roles within a number of distinguished environmental organizations, including the U.S. Environmental Protection Agency and the World Wildlife Fund, and on important environmental projects, including serving as co-chair of the National Commission on the BP Deepwater Horizon Oil Spill and Offshore Drilling.

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Age: 62 Director Since: July 2011 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)		Vagn O. Sørensen
	BACKGROUND: Mr. Sørensen brings to the Board over 20 years of experience in the aviation industry, having served as the President and Chief Executive Officer of Austrian Airlines Group from 2001 through 2006. Prior to that, he served in a variety of roles with Scandinavian Airlines Systems, including as Executive Vice President and Deputy CEO. He currently serves as a board member and chairman for a number of corporations throughout Europe and Canada, including Air Canada, FLSmidth A/S,Pantheon Infrastructure Trust, Parques Reunidos SA, CNH Industrial and Scandlines. Mr. Sørensen also previously served on the board of Scandic Hotels AB, SSP Group and DFDS. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Mr. Sørensen’s breadth of experience in the aviation industry and the insurance industry brings useful insight to the Board, especially with respect to matters impacting the travel industry and risk management. He also provides significant experience within the shipping industry gained through his prior service as Deputy Chairman of DFDS A/S, one of the largest short seas operators in Europe. Through his service on a number of other boards in Europe and Canada, Mr. Sørensen also provides the Board with diverse perspectives.
Age: 63 Director Since: July 2011 Committees: Audit Committee; Talent and Compensation Committee (Chair) Other Public Company Boards: Air Canada (Toronto Stock Exchange); CNH Industrial (New York Stock Exchange and Milan Stock Exchange); Pantheon Infrastructure PLC (London Stock Exchange)

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			Age: Donald Thompson59 Director Since: May 2015 Committees: Safety, Environment, Sustainability and Health Committee; Talent and Compensation Committee Other Public Company Boards: Northern Trust Corporation (Nasdaq Global Select Market)
			Donald Thompson
			BACKGROUND: Mr. Thompson currently serves as Chief Executive Officer of Cleveland Avenue, LLC, a food, beverage and technology investment company, which he founded in 2015. From 2012 to March 2015, Mr. Thompson served as President and Chief Executive Officer of McDonald’s Corporation. Previously, Mr. Thompson served as President and Chief Operating Officer of McDonald’s Corporation from 2010 to 2012 and President of McDonald’s USA from 2006 to 2010. Prior to joining McDonald’s, Mr. Thompson served six years as an Electrical Engineer for the Northrop Corporation, where he specialized in power supply design and manufacturing for high technology radar systems. Mr. Thompson served as director of McDonald’s Corporation from 2011 to March 2015, a director of Exelon Corporation from 2007 to 2013 and a director of Beyond Meat, Inc. from 2015 to May 2021. He also served as an Advisory Board member of DocuSign, Inc. from 2015 to 2018.2018 and a Trustee of Purdue University from 2009 to 2022. Mr. Thompson has served as a director of Northern Trust Corporation since March 2015 and has been a member of the board of directors of Footprint International HoldCo Inc. since April 2021, and has served as chairman of the board since June 2021. He also serves on numerous civic and philanthropic boards. He is a member of the Commercial and Economic Clubs of Chicago, World Business Chicago and the Arthur M. Brazier Foundation. He serves as a director for Northwestern Memorial HealthCare and a Trustee on the boardsboard of the Cleveland Avenue Foundation for Education, Northwestern Memorial HealthCare and Purdue University. Education. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Mr. Thompson brings to the Board significant strategic leadership and collaboration skills as well as valuable global business perspective. His 25-year career at McDonald’s, the world’s leading global foodservice retailer, culminated in him leading the company from 2012 through 2015. In his role as President & CEO of McDonald’s, Mr. Thompson directed strategy and operations for over 30,000 restaurants in over 100 countries, working closely with thousands of independent owner/operators, corporate staff and restaurant employees around the world.
Age: 60 Director Since: May 2015 Committees: Safety, Environment, Sustainability and Health Committee; Talent and Compensation Committee Other Public Company Boards: Northern Trust Corporation (Nasdaq Global Select Market)

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Age: 56 Director Since: April 2003 Committees: Safety, Environment, Sustainability and Health Committee; Nominating and Corporate Governance Committee Other Public Company Boards: None			Arne Alexander Wilhelmsen
			BACKGROUND: 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. He also founded, and has served since 2011 as Chairman of the Board of, AWECO AS, a family office with financial investments, significant philanthropy and social impact activities. Mr. Wilhelmsen was elected Chairman of the Board of AWILHELMSEN HOLDING AS in June 2016 and Aweco Cruise Holding AS in June 2017. He has held a variety of positions within the AWILHELMSEN group of companies since 1995. In addition, Mr. Wilhelmsen serves as Chairman of the board of his wholly-owned company, Pan Sirius AS. 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 Royal Caribbean Cruises Ltd. that was responsible for sales and marketing activities 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, retail, offshore oil services, and software development for health services, Mr. Wilhelmsen brings a diverse knowledge base and strategic insight to the Board. As the representative of the Company’s largest shareholder and one of the Company’s original founders, Mr. Wilhelmsen also provides a valuable historical perspective to the Board.
Age: 57 Director Since: April 2003 Committees: Safety, Environment, Sustainability and Health Committee; Nominating and Corporate Governance Committee Other Public Company Boards: None

20			2022	Rebecca Yeung
			BACKGROUND: Ms. Yeung serves as Corporate Vice President, Operations Science and Advanced Technology at FedEx Corporation, a global logistics company with a broad portfolio of transportation, e-commerce and business services. In her role, she is responsible for driving critical aspects of FedEx’s innovation and transformation strategy including scaling up robotics and automation technology, autonomous vehicles, decision science, and electromobility. Ms. Yeung joined FedEx in 1998 and has served in various marketing, innovation, and technology roles since then. Prior her current role, she was Vice President – Advanced Technology & Innovation at FedEx Corporation from 2015 to 2021. She has also previously served as a Board of Director for the Mid-South Food Bank between 2013 and 2022. SPECIFIC QUALIFICATIONS, ATTRIBUTES, SKILLS AND EXPERIENCE: Ms. Yeung brings to the Board nearly 30 years of global experience in strategy, innovation, technology, global operations, logistics, digitization, and sustainability.
Age: 51 Director Since: March 2023 Committees: None Other Public Company Boards: Columbus McKinnon (NASDAQ)

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Our Board’s Composition

As illustrated by the director biographies above, our Board is made up of a diverse group of leaders with substantial experience in their respective fields. We believe that our directors should possess the highest personal and professional ethics, integrity and values, demonstrate the ability to act candidly, show a willingness and ability to evaluate, challenge and stimulate, have demonstrated leadership ability and a proven record of accomplishment as well as expertise in business, professional, academic, political or community affairs, and be committed to representing the long-term interests of the shareholders. Our Board believes that the combination of the various skills, qualifications and experiences of the director nominees contributes to an effective and well-functioning Board and that, individually and as a whole, the director nominees possess the necessary qualifications to provide effective oversight and insightful strategic guidance.

Board Snapshot

Diversity	2022	Independence		Tenure		Age

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Skills and Experience

Our Board periodically reviews the appropriate skills and expertise required of the Board in order to successfully carry out its responsibilities both in the near term and into the future. This assessment includes issues of diversity (including diversity of race, gender and ethnicity), business experience and expertise – all in the context of an assessment of the perceived needs of the Board at that time and does not discriminate on the basis of ethnicity, sexual orientation, culture or nationality.

Skills and Experience

Industry

INDUSTRY

Executive Leadership

EXECUTIVE LEADERSHIP

Regulated Business

REGULATED BUSINESS

Government / Public Policy

GOVERNMENT / PUBLIC POLICY

Sustainability / Environmental

SUSTAINABILITY / ENVIRONMENTAL

Finance / Accounting

FINANCE / ACCOUNTING

Global Enterprise

GLOBAL ENTERPRISE

Technology / Innovation / Cybersecurity

TECHNOLOGY / INNOVATION / CYBERSECURITY

Consumer Business

CONSUMER BUSINESS

Risk Management

RISK MANAGEMENT

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Board Selection and Evaluation

Process for Identifying and Adding New Directors

We believe that our directors should possess the highest personal and professional ethics, integrity and values, demonstrate the ability to act candidly, show a willingness and ability to evaluate, challenge and stimulate, have demonstrated leadership ability and a proven record of accomplishment as well as expertise in business, professional, academic, political or community affairs, and be committed to representing the long-term interests of our shareholders.

The Nominating and Corporate Governance Committee assesses potential candidates based on their history of achievement, the breadth of their business experiences, whether they bring specific skills or expertise in areas that the committee has identified as desired and whether they possess personal attributes and experiences that will contribute to the sound functioning of our Board. In addition, the Board self-evaluation process described below is an important determinant for Board refreshment.

2

The Nominating and Corporate Governance Committee typically uses a professional search firm to help identify, evaluate and conduct due diligence on potential director candidates. Using a professional search firm supports the committee in conducting a broad search and looking at a diverse pool of potential candidates. In 2022, this third-party search firm identified and recommended Ms. Yeung for appointment to the Board.

The Nominating and Corporate Governance Committee also maintains an ongoing list of potential candidates and considers recommendations made by members of the Board. The Board of Directors met with Michael Leavitt as part of his role as Co-Chair of the Healthy Sail Panel. At a meeting of

In addition, the Nominating and Corporate Governance Committee considers all shareholder recommendations for director candidates and applies the members discussedsame standards in considering candidates submitted by shareholders as it does in evaluating all other candidates. Shareholders can recommend candidates by writing to the committee in care of the Company’s Corporate Secretary, whose contact information is on page 35.

Shareholders who wish to submit nominees for election at an annual or special meeting of shareholders should follow the procedure described on page 91.

Considering Board Diversity

The Board recognizes the value of having someonediversity and endeavors to have a Board composed of individuals with varying backgrounds (including diversity of race, gender and ethnicity) and experience in health care management as well as environmental, socialbusiness and governancein other areas that may be relevant to the Company’s activities. Our Corporate Governance Principles provide that whenever the Board conducts a search for a new director, the Board will consider at least one woman and one underrepresented minority in the slate of potential candidates.

The Board is currently composed of fourteen directors with diverse skills and Gov. Leavitt was identified as a potential candidate in that context.professional backgrounds, which provide our Board with an effective mix of experiences and perspectives.

Ethnic/gender diversity

36%

5 out of 14 directors are gender/ethnically diverse

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Considering Board Diversity
The Board recognizes the value of diversity and endeavors to have a Board composed of individuals with varying backgrounds (including diversity of race, gender and ethnicity) and experience in business and in other areas that may be relevant to the Company’s activities. Our Corporate Governance Principles provide that whenever the Board conducts a search for a new director, the Board will consider at least one woman and one underrepresented minority in the slate of potential candidates. The Board is currently composed of fourteen directors with diverse skills and professional backgrounds, which provide our Board with an effective mix of experiences and perspectives.

Director Onboarding

We maintain a comprehensive director onboarding program to familiarize all new directors with the Company’s business, including its plans, significant financial, accounting and risk management issues, policies and compliance processes, strategic priorities and members of senior management. While some in-person orientation activities were paused during the COVID-19 pandemic, our director onboarding program also has included site and ship tours. Each director’s onboarding is tailored to take into account the individual’s prior experience and background and to ensure the director becomes knowledgeable about the most important issues affecting the Company and its business.

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Our Board Evaluation Process

The Nominating and Corporate Governance Committee has oversight responsibility for the annual Board and committee evaluation process and uses feedback from the evaluation to identify director nominees.

The Nominating and Corporate Governance Committee periodically reviews the format of the Board and committee evaluation process to ensure that actionable feedback is solicited on the performance of the Board and the committees.

	The Nominating and Corporate Governance Committee periodically reviews the format of the Board and committee evaluation process to ensure that actionable feedback is solicited on the performance of the Board and the committees.

For the 2022 evaluation process, the Nominating and Corporate Governance Committee decided to have the Chair of the Nominating and Corporate Governance Committee hold one-on-one discussions with directors utilizing questionnaires. The questionnaires solicited commentary on various topics, including Board and committee composition and performance, meeting materials, access to management, among other matters. Directors were also invited to discuss the performance of other individual Directors.

	For the 2021 evaluation process, the Nominating and Corporate Governance Committee decided to have the Chairman of the Nominating and Corporate Governance Committee hold one-on-one discussions with directors utilizing questionnaires. The questionnaires solicited commentary on various topics, including Board and committee composition and performance, meeting materials, access to management, among other matters. Directors were also invited to discuss the performance of other individual Directors.

The Chair of the Nominating and Corporate Governance Committee aggregated the feedback received from individual discussions with directors and presented the findings to the Chair of each Committee as it relates to their respective committee. The data identified any themes or issues that had emerged and included suggestions for areas of improvement. The Chair of the Nominating and Corporate Governance Committee also presented the aggregated feedback to the full Board. The Board used these results to review and assess the Board’s and each committee’s composition and required skill sets, responsibilities, structure, processes and effectiveness.

		2023 Proxy – Corporate Governance Committee aggregated the feedback received from individual discussions with directors and presented the findings to the full Board. The data identified any themes or issues that had emerged and included suggestions for areas of improvement. The Board used these results to review and assess the Board’s and each committee’s composition and required skill sets, responsibilities, structure, processes and effectiveness.Matters	23

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Executive Succession Planning

Succession planning and execution is one of the Board’s most important responsibilities, and the success of the Company’s recent leadership transitions is a testament to the care and diligence that the Board has devoted to this key topic. For many years, the Board has focused attention on this area and has developed programs and procedures designed to address it. These plans became relevant and actionable when Richard Fain, the Company’s long-standing CEO, announced his intention to step down as CEO effective at the beginning of 2022. The resulting transition, which notably included Jason Liberty being promoted to CEO and Naftali Holtz being appointed as CFO, was carried out smoothly and orderly with the oversight of the Nominating and Corporate Governance Committee and the Talent and Compensation Committee.

The Board’s succession planning activities are strategic, long-term and supported by the Board’s committees and external consultants. As a result of the Board’s thoughtful approach to executive succession planning, the Board was well-positioned to effectuate the recent leadership transition in the midst of a challenging period in our industry and macroeconomic instability. The Board was intensively involved in evaluating each of these executives prior to their promotions and had opportunities to observe each executive through presentations to the Board as well as through significant informal contact.

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Succession planning and talent development are important at all levels within the Company. In accordance with our Corporate Governance Principles, our Talent and Compensation Committee has primary responsibility for reviewing our talent development programs and initiatives for senior executives and for periodically reviewing our programs and practices for overseeing the continuity of capable management.

A key responsibility of the Talent and Compensation Committee is the identification and evaluation of potential successors for each business-critical position in the Company. This includes, our CEO, CFO, Brand Presidents and other positions that have been identified as integral to the delivery of our service. Regularly, the Talent and Compensation Committee, in consultation with the CEO and with the assistance of external consultants, as necessary, reviews the skills, experiences and attributes that the Committee believes are required and/or desirable for each position in light of the Company’s then current business strategy, prospects and challenges. For each candidate, the Committee evaluates strengths, contributions, candidate readiness, and areas for development.

	A key responsibility of the Talent and Compensation Committee is the identification and evaluation of potential successors for each business-critical position in the Company. This includes, our CEO, CFO, Brand Presidents and other positions that have been identified as integral to the delivery of our service. Regularly, the Talent and Compensation Committee, in consultation with the CEO and with the assistance of external consultants, as necessary, reviews the skills, experiences and attributes that the Committee believes are required and/or desirable for each position in light of the Company’s then current business strategy, prospects and challenges. For each candidate, the Committee evaluates strengths, contributions, candidate readiness, and areas for development.

The CEO makes available his recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals.

	The CEO makes available his recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals.

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

	The Nominating and Corporate Governance Committee, in consultation with the CEO, oversees CEO succession planning, including establishing and executing on succession plans to effectuate a smooth process for CEO transition.

The Board routinely engages with the Company’s leadership team on matters of talent and culture, including around the development of the Company’s talent pipeline and advancing diversity and inclusion efforts across the enterprise.

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Corporate Governance

Board Leadership Structure

The Board is responsible for broad corporate policy and overall performance of the Company through oversight of management and stewardship of the Company. Consequently, the Board believes that the independent directors should have a strong defined leadership roles. The current leadership structure of the Board consists of:

Separation of ChairmanChair and CEO Position

The Board recognizes that the leadership structure and combination or separation of the CEO and ChairmanChair roles are driven by the needs of the Company. As a result, no static policy exists requiring the combination or separation of leadership roles. The Board regularly reviews Board leadership structure and in connection with Mr. Fain stepping down as our CEO and the appointment of Mr. Liberty as his successor, has concluded that separating the positions of ChairmanChair and CEO is appropriate at this point in time. While Mr. Fain stepped down as CEO effective January 3, 2022, we believe that the Board and the Company are best served by retaining on the Board his 30 years of experience leading our Company as ChairmanChair and CEO through challenging periods in our industry and macroeconomic instability.CEO. Consequently, the Board asked Mr. Fain to continue to serve as the ChairmanChair of our Board. We believe that we will benefit from the strong working relationships and professional trust that Mr. Fain and Mr. Liberty have developed 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 other committees of the Board strike an appropriate balance between effective Board leadership and independent oversight of management.

Lead Independent Director

Regardless of the specific board leadership structure, our Corporate Governance Principles provides for a strong defined leadership role for a lead independent director. Our current lead independent director is Mr. Kimsey who has served in that role since 2013. Mr. Kimsey has significant experience in corporate governance, senior management of a global business and public company board experience.

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Corporate Governance and Board Matters

Independence

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

To be considered independent under the NYSE independence standards, the Board must determine that a director does not have any direct or indirect material relationship with the Company or any of its subsidiaries. The Board has established guidelines to assist it in determining director independence in accordance with those standards, which are available on the corporate governance section on our website at www.rclinvestor.com.

Each director must regularly disclose to the Board whether his or her relationships satisfy these independence tests. Based on these disclosures and other information available to it, the Board has determined that all of the directors are independent with the exception of Mr. Fain and Mr. Liberty due to their past and current service as CEO, respectively.

Meetings

The Board held 135 meetings during 2021.2022. In 2021,2022, each of our directors attended at least 75% of an aggregate of all meetings of the Board and of any committees on which and he or she served during the period the director was on the Board or committee. Our independent directors regularly meet in executive session without management directors present. The Lead Director presides at such meetings.

We do not have a formal policy regarding Board member attendance at the annual shareholders meeting. Two of our Board members were in attendance at our 20212022 shareholders meeting in person.

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Corporate Governance and Board Matters

Board Committees

The Board has established four standing committees: the Audit Committee, the Nominating and Corporate Governance Committee, the Safety, Environment, Sustainability and Health Committee, and the Talent and Compensation Committee. Each of the standing committees is composed solely of independent directors. Each standing committee has adopted a written charter, meets periodically throughout the year, reports its actions and recommendations to the Board, receives reports from senior management, annually evaluates its performance and has the authority to retain outside advisors in its discretion. The primary responsibilities of each committee are summarized in the charts below and set forth in more detail in each committee’s written charter, which can be found in the corporate governance section on our 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. Notably, the Board established the ad hoc Strategic and Financial Health Committee that existed from August 2020 to December 2021 to assist in the oversight of management’s responsibility to improve the Company’s financial health, which was adversely impacted by the effect of the COVID-19 pandemic.

Audit Committee Members: William L. Kimsey (Chairman) (Chair) Stephen R. Howe, Jr. Maritza G. Montiel Vagn O. Sørensen Meetings Held During 2021:2022: 7 8			RESPONSIBILITIES:Responsibilities: ●Oversight of ●the integrity of our financial statements ●the qualifications and independence of our principal independent auditor ●the performance of our internal audit function and principal independent auditor ●our compliance with the legal and regulatory requirements in connection with the foregoing ●Review of and discussions with management and the principal independent auditor regarding the annual audited and quarterly financial statements of the Company and related disclosures ●Discuss with management the guidelines and policies by which management assesses and manages the Company’s exposure to risk, including a discussion of the Company’s major enterprise risk exposures and the steps management has taken to monitor and mitigate such exposures ●Discuss with management policies regarding the Company’s information system and data privacy controls, and cybersecurity ●Review of the controls and procedures related to the Company’s environmental, social and governance disclosures ●Preparation of Report of the Audit Committee (page 84)85) Independence and Financial Expertise: INDEPENDENCE AND FINANCIAL EXPERTISE: ●The Board has determined that each member of the Audit Committee is independent within the meaning of the NYSE and SEC standards of independence for directors and audit committee members ●The Board has concluded that Mr. Howe, Mr. Kimsey, Ms. Montiel and Mr. Sørensen each qualify as an “audit committee financial expert” within the meaning of SEC rules ●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

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Corporate Governance and Board Matters