Arne Alexander Wilhelmsen
ROYAL CARIBBEAN CRUISESAbout Arne Alexander Wilhelmsen
Independent director of Royal Caribbean Group since 2003; age 59. Chairman of AWAS Holding AS (Awilhelmsen group’s holding company) since 2008; previously CEO of the Awilhelmsen group (2005–2008) and held various roles in the group (1995–2005). Brings strategic insight as representative of one of RCL’s founding families and large shareholders, with broad experience across cruise, software for health services, insurance, real estate, retail, offshore wind, shipping and offshore oil services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Awilhelmsen group (AWAS Holding AS) | Chairman of the Board | 2008–present | Led diversified investment portfolio across cruise, shipping, energy; strategic oversight relevant to RCL |
| Awilhelmsen group | Chief Executive Officer | 2005–2008 | Operational leadership across multiple sectors; informs board oversight |
| Awilhelmsen group | Various positions | 1995–2005 | Deep domain expertise and investment stewardship |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| AWAS Holding AS (Awilhelmsen group holding co.) | Chairman | 2008–present | No (private) |
| AWECO Invest AS | Chairman | 2011–2023 (merged into Awilhelmsen group in 2023) | No (private) |
| Other public company boards | — | — | None |
Board Governance
| Attribute | Detail |
|---|---|
| Committee memberships | Nominating & Corporate Governance (member); Safety, Environment, Sustainability & Health (member) |
| Chair roles | None (committee chairs disclosed for other directors) |
| Independence | Independent under NYSE standards (all directors except CEO) |
| Years of service | Director since April 2003 |
| Board/committee meetings | Board held 5 meetings in 2024; each director attended at least 75% of aggregate board and committee meetings |
| Executive sessions | Independent directors meet in executive session regularly; Lead Director presides |
| Lead Independent Director | Board maintains Lead Independent Director role; William Kimsey served through 2024 and is not standing for re‑election; board to designate a new Lead Independent Director post‑meeting |
Fixed Compensation (Director – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (cash) | $100,000 | Paid to all non‑employee directors |
| Committee membership fees | $10,000 per committee; $20,000 total (NGC + SESH) | NGC member: $10,000; SESH member: $10,000 |
| Meeting fees | $0 | No per‑meeting fees; travel reimbursed |
| Equity grant (RSUs) | $286,864 grant-date fair value | Feb 2024 grant; vests at next annual meeting |
| Total fees earned (cash) | $120,000 | Matches retainer + two committee memberships |
Performance Compensation (Company incentive design – relevant to Board oversight)
| Metric | Weight | Definition |
|---|---|---|
| Adjusted EPS | 45% | Adjusted Net Income per diluted share; non‑GAAP used for long‑term incentives |
| ROIC | 45% | Adjusted Operating Income divided by five‑quarter average invested capital |
| Carbon Intensity Reduction | 10% | Well‑to‑Wake CO2e grams per gross ton‑nautical mile vs 2019 baseline |
For directors, equity grants are time‑based RSUs; no director performance metrics or options are disclosed .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Private/affiliated roles | Chairman of AWAS Holding AS; leadership within Awilhelmsen group |
| Shareholder interlock | AWILHELMSEN AS beneficially owns 18,167,507 RCL shares (6.7%); Wilhelmsen’s reported beneficial ownership includes these shares, which he disclaims |
| Related‑party transactions | None in 2024 per policy and audit committee review |
Expertise & Qualifications
- Strategic investor oversight across cruise, shipping, energy, real estate; founder‑family historical perspective enhances board context .
- Exposure to diversified sectors (software for health services, insurance, offshore wind, oil services) supports risk and capital allocation discussions .
Equity Ownership
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| Arne Alexander Wilhelmsen | 18,174,326 | 6.69% | Includes 18,167,507 shares of AWILHELMSEN AS; Wilhelmsen disclaims beneficial ownership of those shares |
| Unvested director RSUs (as of 12/31/24) | 2,372 RSUs (per non‑employee director) | — | Vests one year post‑grant |
| Pledging | None; directors/officers prohibited from pledging/hedging company stock | ||
| Director stock ownership guideline | $500,000 within 3 years; applies to all non‑employee directors |
Insider Trades
| Date | Filing | Summary |
|---|---|---|
| Nov 21, 2024 | Form 4 | Insider filing by Arne Alexander Wilhelmsen referenced in principal shareholder footnote; transaction details not provided in proxy |
Governance Assessment
- Board effectiveness and engagement: Independent director with 20+ years on RCL’s board; active on NGC and SESH, which oversee governance practices and safety/environmental risks; attendance threshold met; committee charters emphasize independent oversight .
- Alignment and incentives: Director pay mix balanced (cash retainer + time‑based RSUs); no meeting fees; stock ownership guideline of $500,000 enhances alignment; hedging/pledging prohibited .
- Conflicts/related party exposure: Significant shareholder affiliation via AWILHELMSEN AS (6.7%) could present perceived influence; however, board classifies Wilhelmsen as independent and disclosed no related‑party transactions in 2024 under a formal policy overseen by the Audit Committee .
- Say‑on‑pay signal: 97% approval in 2024 indicates strong investor support for executive compensation design under board oversight; relevant to governance confidence .
- RED FLAGS to monitor: Large affiliated shareholder representation (potential influence); continue monitoring any related‑party dealings, pledging, or changes in independence determination. No hedging/pledging and no related‑party transactions were disclosed for 2024 .