Jason T. Liberty
ROYAL CARIBBEAN CRUISESAbout Jason T. Liberty
Jason T. Liberty (age 49) is President & CEO of Royal Caribbean Group (since Jan 2022) and a director (since Nov 2021). He joined RCL in 2005 and previously served as CFO (2017–2021) and in multiple strategy/finance roles; he was a Senior Manager at KPMG before RCL . Under his leadership, RCL delivered FY2024 revenue of $16.5B, net income of $2.9B, Adjusted EPS of $11.80, Adjusted EBITDA of ~$6.0B, and ROIC of 16.1%, achieving its “Trifecta” targets 18 months early . The company’s 2024 cumulative TSR was ~80% (value of $100 to $175.31 since 2019) alongside EPS growth from 2023 to 2024, aligning realized pay with performance in the Pay vs Performance disclosure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Royal Caribbean Group | President & CEO | 2022–present | Led delivery of Trifecta goals early; reinstated and increased dividend; refinancing and leverage reduction . |
| Royal Caribbean Group | EVP & CFO; SVP & CFO | 2017–2021; 2013–2017 | Responsible for finance, strategy, shared services, legal and technology oversight . |
| Royal Caribbean Group | SVP Strategy & Finance; VP Corporate & Revenue Planning; VP Corporate & Strategic Planning | 2008–2013 | Enterprise strategy and planning leadership roles . |
| KPMG LLP | Senior Manager | Pre-2005 | Public accounting and audit background . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| WNS (Holdings) Limited (NYSE: WNS) | Director | Current | Public company directorship . |
Fixed Compensation
| Year | Base salary ($) | Target bonus (% of salary) | Target bonus ($) | Actual annual incentive payout ($) | Other comp/perqs ($) |
|---|---|---|---|---|---|
| 2022 | 1,200,000 | 200% | 2,400,000 | 2,344,800 | 219,402 |
| 2023 | 1,250,000 (program base) | 200% | 2,500,000 | 4,280,000 | 189,252 |
| 2024 | 1,350,000 (8% raise) | 200% | 2,700,000 | 4,911,300 | 244,278 (incl. $99,731 SERP-in-lieu; $105,749 perqs) |
Notes:
- CEO does not receive director fees for board service .
- Perquisites include limited personal charter aircraft allowance (up to $100,000) and security/car services; 2024 itemization included $26,380 security and $36,497 car/driver commuting within “Other Perquisites” .
Performance Compensation
Annual Incentive (Executive Bonus Plan) – CEO
| Metric | Weight | Target | Actual | Payout factor | Resulting payout impact |
|---|---|---|---|---|---|
| Adjusted EPS | 65% | $9.60 (Feb 2024 guidance mid-point) | $11.80 (Adjusted Diluted EPS) | 200% | Maxed EPS component |
| Non-financial/Operational KPI composite (Net Yield, NCC ex-fuel, NPS/Guest Satisfaction, Safety/Environment/Health, Employee Engagement, Corporate Responsibility) | 35% total; sub-weights 6%,6%,6%,6%,6%,5% | Challenging targets set vs plan | Net Yield outperformed (200%); NCC ex-fuel below threshold; Non-financial KPIs avg ~166%; Corporate Responsibility composite 200% | Mixed; composite above target overall | Supported strong blended outcome |
| CEO’s Individual | 0% (CEO payout 100% corporate) | — | — | — | — |
- Total 2024 CEO bonus payout: 182% of target = $4,911,300 .
Long-Term Incentives (RSUs/PSUs)
| Grant year | LTI target value ($) | Time-based RSUs (# / $ FV) | PSUs target (#) / max (#) | Key PSU metrics and design |
|---|---|---|---|---|
| 2024 | 13,000,000 (up 13% YoY) | 42,997 / $5,199,950 | 64,496 target; 128,992 max (200%) | 45% Adjusted EPS, 45% ROIC, 10% Carbon Intensity Reduction; three annual segments 25%/25%/50%; 0–200% payout; targets set at grant . |
| 2023 | 11,500,000 | 41,119 / value reflected in 2023 grant | Max 277,536 shown at 300% cap (2023 cycle) | 2023 design included Trifecta alignment; 2023 PSU cycle had 300% max per footnote . |
| 2022 (PSU payout) | — | — | Earned 71,580 shares (136% of target 52,632) for 2022–2024 cycle | Financial metric payouts: Adjusted EPS 114%, ROIC 150%, Leverage 103%; responsibility metrics above target . |
- Time-based RSUs vest in equal annual installments over 3 years from grant; PSUs measured annually (25%/25%/50%) with targets set upfront and payout determined after 3rd year; “Vesting Into Retirement” policy can continue vesting subject to transfer restrictions for eligible officers .
- Company does not currently grant stock options .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (4/1/2025) | 62,101 shares (<1% of outstanding) . |
| Unvested time-based RSUs (12/31/2024) | 4,126 (2021); 17,544 (2022); 41,119 (2023); 42,997 (2024); total 105,786 (market value $24.4M at $230.69) . |
| Unearned PSUs outstanding (12/31/2024) | 2023 cycle: max 277,536 (300% cap per footnote); 2024 cycle: max 128,992 (200% cap); 2022 cycle shown as 105,264 at year-end but vested in Feb 2025 per 136% payout . |
| Equity vested in 2024 | 113,990 shares vested; value realized $14,914,922 (pre-tax) . |
| Ownership guidelines | CEO 6x base salary; all NEOs in compliance; must retain 50% of net shares until compliant . |
| Hedging/pledging | Prohibited; no shares pledged by directors/NEOs . |
| Trading policy | Securities Trading Policy in place (filed with 10-K); applies to officers/directors . |
Note: Unearned PSU counts shown in “Outstanding Equity Awards” reflect maximum potential for certain cycles per footnotes; actual earned outcomes depend on final committee determinations .
Employment Terms
| Feature | Terms (CEO and other NEOs unless noted) |
|---|---|
| Employment at will | Company/NEO may terminate at any time . |
| Severance (without cause / good reason) | CEO and most NEOs: 2x base salary + 2x target bonus, paid over 2 years; medical/dental continuation for 2 years; outplacement; potential termination bonus up to 50% of salary at Company discretion (not for Ms. Hodges Bethge) . CFO Mr. Holtz: 1x salary; 1-year benefits; potential 1-year termination bonus up to 50% salary at Company discretion . |
| Death/Disability | For CEO and most NEOs: 2x base salary + 2x target bonus, plus applicable plan benefits . |
| Change in Control | No cash severance absent termination; equity acceleration on double-trigger only; unvested RSUs vest; PSUs earned based on committee’s best estimate at termination date . |
| Non-compete / Non-solicit | Non-compete 2 years post-termination (1 year for CFO); non-solicit of employees/partners during and after employment per agreements . |
| Illustrative payouts (as of 12/31/2024) | CEO: Death/Disability $80.9M; Termination w/o cause $8.16M; CIC + Termination $131.27M (includes estimated equity settlement) . |
| Clawbacks | Dodd-Frank compliant recovery policy and an additional company policy covering PSU awards and cash bonuses; look-back periods specified (3 years for D-F; 2 years for PSU policy) . |
Board Service and Governance
- Board role: Director since Nov 2021; not independent due to CEO status; no committee assignments .
- Board leadership: Chair and CEO roles are separated; Richard Fain serves as Chair; a Lead Independent Director role exists (William Kimsey through 2025 meeting) .
- Board committees composed entirely of independent directors; CEO attends but is not a member .
- Board/committee meeting attendance: Board held 5 meetings in 2024; all directors met at least 75% attendance; independent directors meet regularly in executive session .
- Director compensation: Liberty receives no additional compensation for board service .
Compensation Structure Analysis
- Pay mix: Approximately 92% of CEO’s target annual compensation is performance-based/at-risk; emphasis on long-term equity (no stock options) .
- PSU metrics emphasize profitability and capital efficiency (Adjusted EPS 45%, ROIC 45%) plus decarbonization (10% Carbon Intensity) with 0–200% range; three-segment design (25%/25%/50%) keeps focus on sustained performance .
- 2024 AIP linked to EPS (65%) and KPI composite (35%), including Net Yield, cost discipline (NCC ex-fuel), guest and employee metrics, and a Corporate Responsibility composite (cyber maturity, global pay equity, carbon intensity) .
- Governance features: Double-trigger CIC; no tax gross-ups; strong ownership requirements; anti-hedging/pledging; clawbacks; independent compensation consultant (Meridian) .
Director Compensation (as Director)
| Item | Value |
|---|---|
| Director fees to CEO-director | $0 (CEO receives no director compensation) |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-pay approval | Engagement notes |
|---|---|---|
| 2024 | 97% of votes cast supported SOP | Outreach to top holders (40% of outstanding met); no compensation program concerns raised in 2024 outreach . |
Related Party Transactions and Section 16
- Related party transactions: None in 2024 under policy review .
- Section 16 compliance: Company reported general compliance; two late Forms 4 related to other directors’ restricted stock (administrative oversight) .
Equity Ownership Detail (as of 12/31/2024 unless noted)
| Category | Shares / Value |
|---|---|
| Time-based RSUs unvested | 105,786 units; $24,403,772 market value at $230.69 . |
| PSUs unearned (max potential) | 511,792 units shown across cycles (reflects max for certain awards per footnotes) . |
| CEO vested shares in 2024 | 113,990 shares; $14,914,922 value . |
| Beneficial ownership (4/1/2025) | 62,101 shares (<1%) . |
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; no pledged shares by directors/NEOs .
- Option repricing: Not applicable; no current stock option grants .
- Tax gross-ups: None on perqs or CIC benefits .
- Clawbacks: Robust policies covering cash and equity .
- Say-on-pay: High support (97%) suggests low near-term SOP risk .
Compensation Peer Group (2024)
Peer group includes major travel/leisure and restaurant/hotel/airline companies (e.g., Marriott, Hilton, Caesars, MGM, Starbucks, Chipotle, Hyatt, Booking, Expedia, Carnival, Norwegian, Delta, United, American, Darden, Domino’s, Wynn, Yum!) . No explicit target percentile disclosed; committee seeks competitive levels versus this group .
Investment Implications
- Strong alignment: High at-risk mix and heavy PSU weighting tied to Adjusted EPS and ROIC, plus carbon intensity, align CEO rewards with profitability, capital returns, and decarbonization execution; 2022–2024 PSU payout at 136% and 2024 AIP at 182% reflect outperformance .
- Near-term supply/demand signals: 2024 vesting activity was sizable (114k shares vested to CEO), and large unvested RSU/PSU overhang exists; while trading is governed by policy and no pledging is allowed, periodic vesting could create episodic liquidity/supply, a consideration for short-term flow-aware trading around vest dates .
- Retention/exit risk: Double-trigger CIC and 2x salary+bonus severance are standard; sizable equity acceleration drives high “stay” incentive tied to multi-year goals, lowering near-term retention risk but amplifying pay-for-performance exposure if targets are missed .
- Governance quality: Separation of Chair/CEO, independent committees, strong policies (clawbacks, anti-hedging/pledging, ownership guidelines) and high say-on-pay support reduce governance discount and event risk for the equity .