Amy McPherson
ROYAL CARIBBEAN CRUISESAbout Amy McPherson
Amy McPherson, 63, is an independent director of Royal Caribbean Group and has served on the Board since December 2020. She spent over 30 years at Marriott International, most recently as President & Managing Director, Europe (2009–2019), where she launched five brands in Europe and led the integration of Starwood Hotels in Europe. At RCL, she serves on the Talent and Compensation Committee and is considered independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International, Inc. | President & Managing Director, Europe | 2009–2019 | Launched five new brands in Europe; led Starwood Hotels integration; managed global/field sales, marketing, loyalty, revenue management, e‑commerce, reservations, customer care, and channel strategy. |
| Marriott International, Inc. | Various leadership roles (earlier) | Prior to 2009 | Oversaw acquisitions and strategic partnerships; executed strategies regionally and globally. |
External Roles
| Organization | Listed? | Role | Tenure | Committees |
|---|---|---|---|---|
| PVH Corporation | NYSE | Non‑Executive Director | Since 2017 | Audit Committee member; Chair of Nominating & Governance Committee. |
| Merlin Entertainments Ltd | Private | Non‑Executive Director | Appointed Dec 2023 | Remuneration Committee; Health, Safety & Security Committee. |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; Board determined all directors except CEO are independent under NYSE standards. |
| Committee Assignments | Talent and Compensation Committee (member). |
| Committee Chair Roles | None disclosed (not a chair). |
| Attendance | The Board held 5 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings. |
| Executive Sessions | Independent directors regularly meet in executive session without management; Lead Director presides. |
| TCC Responsibilities | Oversees executive/director compensation, succession planning, clawbacks, stock ownership guidelines (McPherson participates as a member). |
| TCC Meetings in 2024 | 4 meetings. |
Fixed Compensation
| Component | Amount/Detail | Notes |
|---|---|---|
| Fees Earned (Cash) | $112,000 | Comprised of $100,000 annual board retainer plus $12,000 Talent & Compensation Committee member fee. |
| Equity Grant (RSUs) – Fair Value | $286,864 | Granted Feb 2024; grant value reflects $220,000 annual RSU value prorated for 15 months between grants (2023–2024). |
| RSUs Granted (Units) | 2,372 | Unvested RSUs at 12/31/2024; vest after the earlier of one year or next annual meeting. |
| Vesting | One year or next annual meeting | Standard for non‑employee directors. |
| Director Stock Ownership Guideline | $500,000 within three years of becoming a director (5× annual cash retainer); cannot sell below guideline; cap of $750,000 total annual comp (cash + equity). | |
| Hedging/Pledging Policy | Prohibited for directors (hedging and pledging of company securities). | |
| Perquisites | Complimentary cruise policy (up to two staterooms on two cruises per year) at no incremental cost to the Company. |
Performance Compensation
| Component | Metrics | Weighting/Range | Notes |
|---|---|---|---|
| Director Equity (RSUs) | None (time‑based only) | N/A | Director equity awards are time‑based RSUs; no performance metrics or PSU structure for directors. |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| PVH Corporation (NYSE) | Non‑Executive Director | Audit; Chair of Nominating & Governance | No related‑party transactions disclosed by RCL in 2024. |
| Merlin Entertainments Ltd (Private) | Non‑Executive Director | Remuneration; Health, Safety & Security | No related‑party transactions disclosed by RCL in 2024. |
| Compensation Committee Interlocks (RCL) | N/A | RCL TCC members had no interlocks or insider participation issues in 2024. |
Expertise & Qualifications
- European operations and brand expansion, including integration of Starwood Hotels into Marriott’s European portfolio.
- Leadership across sales, marketing, loyalty, revenue management, e‑commerce, reservations, and customer care; strategic partnerships and acquisitions.
- Consumer/loyalty expertise directly relevant to cruise yield management and guest experience oversight.
Equity Ownership
| As of Date | Beneficial Ownership (Shares) | Ownership % of Outstanding | Unvested RSUs Included | Pledged as Collateral |
|---|---|---|---|---|
| April 1, 2025 | 9,702 | <1% | Includes 2,372 RSUs scheduled to vest May 28, 2025 | None (no pledging by directors or NEOs) |
Governance Assessment
- Board effectiveness: McPherson contributes consumer, loyalty, and European operations expertise; sits on RCL’s Talent & Compensation Committee, which oversees executive pay, clawbacks, and ownership guidelines—supportive of disciplined pay governance.
- Independence and alignment: Independent status, prohibited hedging/pledging, and director stock ownership guidelines ($500,000 within three years) enhance alignment with shareholders.
- Engagement and attendance: Directors attended at least 75% of meetings in 2024; TCC met 4 times; independent executive sessions regularly held—signals active oversight.
- Compensation mix: Balanced cash retainer ($112,000) and time‑based equity ($286,864; 2,372 RSUs) with one‑year vesting; no performance metrics for director awards; complimentary cruise benefits at no incremental cost.
- Conflicts/related‑party: No related‑party transactions in 2024; no pledging. Note one administrative late filing of Form 4 (with another director) due to EDGAR access codes oversight—minor process red flag but not indicative of financial misconduct.
- Shareholder signals: Executive say‑on‑pay support at 97% in 2024; robust shareholder engagement described—context of pay governance environment in which McPherson participates via TCC.