Donald Thompson
ROYAL CARIBBEAN CRUISESAbout Donald Thompson
Donald Thompson (age 62) is an independent director of Royal Caribbean Group and has served on the Board since May 2015. He is the CEO and founder of Cleveland Avenue, LLC, and previously served as President & CEO of McDonald’s Corporation (2012–2015), bringing deep global consumer, operations, and leadership experience to RCL’s Board . He is currently independent under NYSE standards (all directors except the CEO are independent) and serves on the Talent & Compensation Committee (TCC) and the Safety, Environment, Sustainability & Health Committee (SESH) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s Corporation | President & CEO | 2012–March 2015 | Led strategy and operations for 30,000+ restaurants in 100+ countries |
| McDonald’s Corporation | President & COO | 2010–2012 | Global operations leadership |
| McDonald’s USA | President | 2006–2010 | U.S. brand leadership |
| Northrop Corporation | Electrical Engineer | 6 years (pre‑2006) | Power supply design/manufacturing for high‑tech radar systems |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northern Trust Corporation (Nasdaq) | Director | Since March 2015 | Current public company directorship |
| Footprint International HoldCo Inc. (private) | Chairman of the Board | Since June 2021 (Director since April 2021) | Private company; materials/technology focus |
| Cleveland Avenue, LLC | Chief Executive Officer | Since 2015 | Food, beverage and technology investment firm (founder) |
| Prior: McDonald’s Corporation | Director | 2011–2015 | Ended upon CEO tenure conclusion |
| Prior: Exelon Corporation | Director | 2007–2013 | Public company director experience |
| Prior: Beyond Meat, Inc. | Director | 2015–May 2021 | Public company director experience |
| Civic/Non‑profit | Various (e.g., Northwestern Memorial HealthCare director; Purdue University Trustee 2009–2022) | Various | Extensive civic and philanthropic engagement |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Thompson qualifies as independent under NYSE standards .
- Committees: Member of TCC and SESH; not a chair .
- Attendance: The Board held 5 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; independent directors meet in regular executive sessions .
- Committee meetings (2024): Audit (7), Nominating & Corporate Governance (4), TCC (4), SESH (4) .
- Shareholder support (2025 Annual Meeting): Thompson received 223,264,636 “For” votes vs. 776,068 “Against” and 77,480 abstentions; all nominees were elected. Say‑on‑pay received 216,981,131 “For” vs. 6,824,825 “Against” (Broker non‑votes excluded). Meeting date: May 28, 2025 .
- Related‑party transactions: The company disclosed no related person transactions in 2024 .
- Compensation Committee interlocks: None; no TCC member had related‑party relationships requiring disclosure .
Fixed Compensation (Director)
| Component | Policy Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $100,000 | All non‑employee directors |
| Committee Member Fees – Audit | $20,000 | Per member |
| Committee Member Fees – TCC | $12,000 | Per member |
| Committee Member Fees – NCGC | $10,000 | Per member |
| Committee Member Fees – SESH | $10,000 | Per member |
| Committee Chair Fees – Audit | $35,000 | Chair premium |
| Committee Chair Fees – TCC | $25,000 | Chair premium |
| Committee Chair Fees – NCGC | $20,000 | Chair premium |
| Committee Chair Fees – SESH | $20,000 | Chair premium |
| Additional Retainers | Lead Director: $75,000; Chair of Board: $225,000 | Not applicable to Thompson |
| Meeting Fees | None | No per‑meeting fees; reimbursement for travel |
Thompson’s 2024 cash compensation totaled $122,000, consistent with Board retainer ($100,000) plus TCC member fee ($12,000) and SESH member fee ($10,000) .
Performance Compensation (Director)
| Grant Date | Instrument | Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Feb 2024 | Restricted Stock Units (RSUs) | 2,372 (each non‑employee director as of 12/31/24) | $286,864 | Vest in full at the earlier of 1 year or the next annual meeting |
- Annual director equity program: In February 2024, each non‑employee director received RSUs with a fair value of $286,864, reflecting a $220,000 annual value prorated for a 15‑month grant interval; awards vest at the earlier of 1 year or the next annual meeting .
- No options are used for directors; non‑employee director compensation cap: total cash + equity awards per year not to exceed $750,000 .
- Director perquisite policy: Up to two complimentary staterooms on two cruises per year; additional guests at 20% discount; no incremental company cost .
Other Directorships & Interlocks
| Company | Ticker/Listing | Role | Committee Roles at Other Co. (if disclosed) |
|---|---|---|---|
| Northern Trust Corporation | Nasdaq | Director (current) | Not disclosed in RCL proxy |
| Footprint International HoldCo Inc. | Private | Chairman (current) | N/A |
| Prior public boards: McDonald’s (2011–2015), Exelon (2007–2013), Beyond Meat (2015–May 2021) | — | Former Director | — |
- Compensation committee interlocks: RCL disclosed no interlocks or insider participation among TCC members in 2024 .
Expertise & Qualifications
- Global consumer and operations leadership from McDonald’s CEO/COO roles; broad collaboration with franchisees and global teams .
- Investment and technology exposure via Cleveland Avenue and Footprint International; experience across food, beverage, and tech sectors .
- Brings strategic leadership, governance, and large‑scale operations oversight aligned with RCL’s consumer and safety‑critical maritime operations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Donald Thompson | 38,691 | ~0.014% | Includes 2,372 RSUs scheduled to vest May 28, 2025; based on 271,509,334 shares outstanding as of April 1, 2025; no shares pledged . Percent calculated from cited share counts . |
- Ownership guidelines (Directors): Must accumulate at least $500,000 of RCL stock within three years; includes value of RS/RSUs .
- Hedging/Pledging: RCL prohibits hedging and pledging by directors; company confirms no pledged shares by directors/NEOs in 2024 .
Governance Assessment
- Board effectiveness: Thompson’s dual roles on TCC and SESH align with his operational and consumer leadership background and support oversight in human capital/compensation and safety/sustainability—both material to cruise operations .
- Shareholder confidence: Very strong 2025 re‑election support (223.3M For; minimal opposition) and robust say‑on‑pay approval provide positive sentiment signals for governance stability .
- Alignment and incentives: Director pay structure favors equity (RSUs), encouraging long‑term alignment; no meeting fees; reasonable committee retainers; robust ownership guidelines and anti‑hedging/pledging reinforce alignment .
- Conflicts and related‑party risk: No related person transactions disclosed for 2024; TCC reported no interlocks or insider participation; hedging/pledging prohibited—reduces governance red flags .
- Attendance/engagement: All directors met the ≥75% attendance threshold; independent directors hold regular executive sessions—supports effective oversight .
Appendix: Director Compensation (Actuals 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Donald Thompson | 122,000 | 286,864 | 408,864 |
| Grant detail | — | RSUs; grant date value as per policy | — |
Appendix: 2025 Shareholder Vote Detail (Donald Thompson)
| Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|
| 223,264,636 | 776,068 | 77,480 | 16,767,089 |