Eyal M. Ofer
ROYAL CARIBBEAN CRUISESAbout Eyal M. Ofer
Independent director of Royal Caribbean Group since May 1995; age 74. Chairman of Ofer Global and Zodiac Group with 35+ years in international maritime, real estate, energy, technology, and finance; brings deep industry and capital allocation expertise. Serves on the Nominating & Corporate Governance (NGC) and Safety, Environment, Sustainability & Health (SESH) Committees; no other public company directorships. The Board deems all directors independent except the CEO, and each director attended at least 75% of Board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ofer Global | Chairman | Not disclosed | Leads diversified private portfolio across maritime shipping, real estate, energy, technology, banking, and large public investments |
| Zodiac Group | Chairman | Not disclosed | Oversees one of the world’s largest private diversified fleets; maritime operations expertise |
| Global Holdings Group | Senior leadership via Ofer Global | Not disclosed | Large-scale office, hotel, and luxury residential developments |
| O.G. Venture Partners | Founder (2017) | Since 2017 | Single LP venture fund >$1bn AUM |
| O.G. Energy / Omni Offshore | Group leadership | Not disclosed | Renewable energy interests; FSO/FPSO capabilities |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Other public company boards | — | Public | None |
| Ofer Global | Chairman | Private | Multi-sector global portfolio |
| Zodiac Group | Chairman | Private | Maritime shipping leader |
Board Governance
- Committees: Member, Nominating & Corporate Governance (NGC) and Safety, Environment, Sustainability & Health (SESH). Committee chairs: NGC (Brock), SESH (Leavitt); Ofer is not a chair.
- Independence: Independent director; Board independence 13/14 (all except CEO). Lead Independent Director role exists (Kimsey through 2025 AGM; Board to designate successor).
- Attendance: Board held 5 meetings in 2024; each director attended ≥75% of Board/committee meetings. Independent directors meet in executive session.
- Tenure: Director since May 1995 (≈30 years as of 2025).
- Shareholder engagement: Management engaged holders representing ~40% of outstanding shares in 2024.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Standard retainer for non-employee directors |
| Committee member retainers | $20,000 | NGC member $10,000; SESH member $10,000 |
| Chair fees | $0 | Not a committee chair; Board Chair retainer ($225,000) not applicable |
| Lead Independent Director retainer | $0 | Not applicable |
| Meeting fees | $0 | No per-meeting fees; travel reimbursed |
| Total fees earned (cash) | $120,000 | As reported for Ofer in 2024 |
Performance Compensation
| Element | Grant/Units | Fair Value | Vesting/Terms | Metrics |
|---|---|---|---|---|
| Annual RSU grant | 2,372 RSUs (unvested at 12/31/24) | $286,864 (2024 grant) | Vests in full at earlier of 1-year anniversary or next annual meeting; 2024 grant reflected a 15-month proration between 2023–2024 grant cycles | Time-based only; no performance metrics |
| Options/PSUs | — | — | Not applicable to directors | — |
Additional alignment:
- Director stock ownership guideline: $500,000 within three years (includes RS/RSUs); annual director equity awards capped so cash + equity ≤ $750,000 per year.
- Hedging/pledging: Prohibited for directors; no director/NEO shares pledged.
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | None |
| Compensation Committee interlocks | Company discloses no TCC interlocks; all committee members independent. (Ofer is not on TCC.) |
Expertise & Qualifications
- Maritime/shipping operator and fleet management; 35+ years leadership in maritime industries.
- Real estate investment/development (Global Holdings), energy (renewables, FSO/FPSO), and venture investing (O.G. Venture Partners).
- Finance and capital allocation across diversified private portfolio.
- Board-relevant skills mapped by RCL include industry/maritime, global enterprise, finance/accounting, consumer business, and risk management (Board skills matrix).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Eyal M. Ofer | 42,055 | <1% | Includes 2,372 RSUs scheduled to vest May 28, 2025; no pledging disclosed |
Related-Party Transactions and Conflicts
- Policy: Audit Committee reviews and must approve related person transactions; detailed thresholds and exclusion criteria disclosed.
- 2024 related-person transactions: None reported.
- Potential conflict vectors: Ofer’s maritime holdings (Zodiac Group) and energy/logistics interests are adjacent to RCL’s ecosystem; however, no transactions were disclosed for 2024, and Board independence standards are applied annually. Continue monitoring for any services/supply/chartering or destination-related dealings.
Governance Assessment
- Strengths:
- Deep maritime/operator expertise aligned with SESH remit; adds operational safety and environmental oversight capacity.
- Independence affirmed; robust Board policies (no hedging/pledging; stock ownership guideline) enhance alignment.
- Attendance threshold met; independent executive sessions; strong shareholder engagement.
- Pay alignment:
- Director pay is simple and market-consistent: cash retainers plus time-based RSUs; 2024 equity grant sized to cover longer grant interval (15 months).
- Ofer’s 2024 total director comp: $406,864 (cash $120,000; stock $286,864).
- Risk indicators to monitor:
- RED FLAG: Very long tenure (≈30 years) can raise perceived independence concerns despite formal independence.
- Industry adjacency via private shipping/energy holdings; maintain vigilance for any future related-party dealings; none in 2024.
- Positive signals: No pledging; broad Board independence; 2024 say-on-pay support at 97% indicates investor confidence in compensation governance.