Ann S. Moore
ROYAL CARIBBEAN CRUISESAbout Ann S. Moore
Independent director at Royal Caribbean Group since May 2012; age 74. Former Chair and CEO of Time Inc. (2002–2010; remained Chair through Dec 2010) with deep consumer media and digital transition experience. Currently serves on RCL’s Talent & Compensation Committee. The Board has determined she is independent under NYSE standards; in 2024 all directors attended at least 75% of Board and applicable committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Time Inc. | Chair & CEO | Jul 2002 – Sep 2010 (Chair through Dec 2010) | Expanded flagship brands; oversaw transition to digital platforms |
| Time Inc. | EVP (portfolio oversight incl. Time, People, InStyle, etc.) | Prior to 2002 | Executive responsibility for leading magazine brands |
| People magazine | Publisher | 1991 – (pre-2002) | General management/publishing leadership |
| Sports Illustrated | General Management | From 1983 | General management of SI |
| Time Inc. | Consumer marketing, corporate finance | Joined 1978 | Early career in corporate finance and consumer marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Avon Products Inc. | Director (Public) | 1993 – May 2014 | Prior public board; no current public boards listed |
| The Wallace Foundation | Director (Non-profit) | 2004 – Jun 2016 | Philanthropic governance experience |
| — | Current public company boards | — | None |
Board Governance
- Committee assignments and roles:
- Talent & Compensation Committee (member). TCC held 4 meetings in 2024; all committee members are independent.
- Independence and attendance:
- The Board determined all directors other than the CEO are independent; each director attended at least 75% of Board and committee meetings in 2024. Independent directors regularly meet in executive session.
- Board leadership and structure:
- Chair separate from CEO; Board maintains Lead Independent Director role; all standing committees (Audit, Nominating & Corporate Governance, Safety/Environment/Sustainability/Health, and TCC) are fully independent.
- Conflicts oversight:
- Related party transactions are reviewed under a written policy by the Audit Committee; none were reported for 2024.
Fixed Compensation (Director)
| Component | 2024 Amount/Terms |
|---|---|
| Annual cash retainer (Board) | $100,000 |
| Committee fee (TCC member) | $12,000 |
| Total cash fees received (Moore) | $112,000 |
| Equity – annual RSU grant (grant-date fair value) | $286,864; February 2024 grant sized off a $220,000 annual value prorated for a 15‑month interval; vests in full after the earlier of one year or the next annual meeting |
| Meeting fees | None; no per-meeting fees paid |
| Director stock ownership guideline | Minimum $500,000 within 3 years of joining the Board |
| Board-specific perquisite | Non-Management Director Cruise Policy: up to two complimentary staterooms on two cruises per year; no incremental company cost |
Implication: Her director pay is predominantly equity via RSUs that vest at the next annual meeting, aligning with shareholder interests; cash comprises the base and committee retainers.
Performance Compensation (as TCC oversight focus)
Key 2024 incentive metrics overseen by the Talent & Compensation Committee for NEOs (illustrative of pay-for-performance design):
| Metric | Weight | Description |
|---|---|---|
| Adjusted EPS (annual bonus) | 65% (company-wide component) | 2024 target $9.60 (midpoint of Feb 2024 guidance); actual $11.80; payout at 200% for this component |
| Brand Operating Income (annual bonus) | 65% (brand component) | Brand-specific adjusted operating income for executives with brand responsibility |
| KPI Composite (annual bonus) | 35% | Net Yield; Net Cruise Costs ex-fuel; NPS/Guest Satisfaction; Safety/Environment/Security/Health; Employee Engagement; Corporate Responsibility Composite (cyber maturity, pay equity, carbon intensity) |
| PSU metric – Adjusted EPS (2024–2026 PSU) | 45% | Multi-year; targets set up front; annual segments 25%/25%/50% |
| PSU metric – ROIC (2024–2026 PSU) | 45% | Multi-year ROIC on adjusted operating income and invested capital |
| PSU metric – Carbon Intensity Reduction | 10% | Reduction vs 2019 baseline (Well-to-Wake emissions intensity) |
| Clawback provisions | — | Dodd-Frank/NYSE-compliant clawback plus additional PSU clawback language; no tax gross-ups; double-trigger CIC equity vesting |
Shareholder alignment signal: 97% say‑on‑pay support at 2024 Annual Meeting; the committee engages an independent consultant (Meridian) and reviews peer groups and program risk annually.
Other Directorships & Interlocks
| Type | Entity | Role | Overlap/Conflict Considerations |
|---|---|---|---|
| Current public company | — | — | None (reduces interlock/conflict risk) |
| Prior public company | Avon Products Inc. | Director | Ended 2014; no current interlocks disclosed |
| Non-profit | The Wallace Foundation | Director | 2004–Jun 2016; outside the reporting period |
Expertise & Qualifications
- Core experience: Consumer-driven publishing and media, large-scale brand expansion, digital transformation leadership at Time Inc.
- Board skills matrix: Consumer business, executive leadership, risk management and other competencies featured across Board composition; Moore serves on TCC, aligning with her leadership background.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (Apr 1, 2025) | 28,133 shares; less than 1% of outstanding; includes 2,372 RSUs vesting May 28, 2025 |
| Shares pledged | None (company also prohibits pledging for Section 16 officers/directors) |
| Hedging policy | Prohibited for directors |
| Stock ownership guideline | $500,000 within three years (directors) |
Governance Assessment
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Strengths supporting investor confidence:
- Independence, tenure since 2012, and service on the fully independent Talent & Compensation Committee; Board-wide attendance ≥75% and routine executive sessions.
- No related-person transactions in 2024; no pledging; hedging/pledging prohibited by policy.
- Director compensation structure emphasizes equity RSUs vesting by the next annual meeting and robust stock ownership guidelines ($500k), encouraging alignment.
- Strong say‑on‑pay support (97%) and independent compensation consultant (Meridian) indicate credible TCC oversight; explicit clawback policies.
-
Watch items:
- As a TCC member, continued oversight of evolving incentive metrics (EPS/ROIC/ESG) and calibration vs. performance/peer trends remains important; however, no shareholder concerns were reported in 2024 outreach.
- Section 16(a) late filings were disclosed for two other directors (Kimsey, McPherson), not Moore; continue to monitor timeliness across the Board.
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RED FLAGS:
None identified for Ms. Moore: no related-party exposure, no pledging, no disclosed attendance issues or conflicts; no current other public boards.