John F. Brock
ROYAL CARIBBEAN CRUISESAbout John F. Brock
Independent director of Royal Caribbean Group since February 2014 (age 76). Former CEO of Coca-Cola European Partners (Dec 2016), Chairman & CEO of Coca-Cola Enterprises (Apr 2008–Dec 2016; CEO since Apr 2006), CEO of InBev S.A. (Feb 2003–Dec 2005), and COO of Cadbury Schweppes plc (Mar 1999–Dec 2002). Currently chairs the Nominating & Corporate Governance Committee and serves on the Talent & Compensation Committee; no current public company directorships disclosed .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Coca-Cola European Partners | Chief Executive Officer | May 2016 – Dec 2016 | Led one of the world’s largest independent Coca-Cola bottlers . |
| Coca-Cola Enterprises Inc. | Chairman & CEO | Apr 2008 – Dec 2016 | Senior leadership of complex, publicly traded beverage company . |
| Coca-Cola Enterprises Inc. | Chief Executive Officer | Apr 2006 – Apr 2008 | CEO prior to assuming Chairman role . |
| InBev S.A. | Chief Executive Officer | Feb 2003 – Dec 2005 | Global brewer leadership . |
| Cadbury Schweppes plc | Chief Operating Officer | Mar 1999 – Dec 2002 | International beverage and confectionery operations . |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| Dow Jones & Company, Inc. | Director | Apr 2007 – Dec 2007 | Board service . |
| Campbell Soup Company | Director | 2004 – 2006 | Board service . |
| Interbrew/Inbrew | Director | 2003 – 2005 | Board service . |
| Reed Elsevier | Director | 1997 – 2003 | Board service . |
| Georgia Tech Foundation | Trustee | Current | Trustee . |
| Smithsonian National Board | Member | Current | Board member . |
| ApJet, LLC | Director | Current | Board service . |
| thegameHERs, LLC | Director | Current | Board service . |
| Brock Holdings, LLC | Managing Director | Current | Managing Director . |
| Other public company boards | None | Current | None disclosed . |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Talent & Compensation Committee .
- Independence: Listed as “INDEPENDENT”; all standing committees comprise solely independent directors; board determined all directors are independent except CEO Jason Liberty .
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings; independent directors meet in executive session without management .
- Engagement: Nominating & Corporate Governance Committee responsibilities include board composition, governance principles, committee membership, evaluation of Board/management performance, and CEO transition oversight . Talent & Compensation Committee oversees executive and director compensation, succession planning, clawback policies, and stock ownership guidelines .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Nominating & Corporate Governance (NGC) | Chair | 4 |
| Talent & Compensation (TCC) | Member | 4 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 130,572 | 286,864 (RSUs) | 417,435 |
| 2024 Director Retainer Schedule | Audit Committee ($) | Talent & Compensation Committee ($) | Nominating & Corporate Governance Committee ($) | Safety, Environment, Sustainability & Health Committee ($) |
|---|---|---|---|---|
| Chair | 35,000 | 25,000 | 20,000 | 20,000 |
| Member | 20,000 | 12,000 | 10,000 | 10,000 |
- Structure: Annual cash board retainer of $100,000; no meeting fees; Lead Director retainer $75,000; Chair of the Board additional $225,000; directors reimbursed for travel; non-management director cruise benefit at no incremental company cost .
Performance Compensation
| Element | Metric linkage | Details |
|---|---|---|
| Director equity (RSUs) | None (time-based vesting) | In Feb 2024, each non-employee director received RSUs with fair value $286,864; RSUs vest in full after the earlier of one year or next annual meeting . |
| 2024 Equity Award Details (Brock) | Grant Type | Grant Month | Units | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|---|
| Annual Director Grant | RSUs | Feb 2024 | 2,372 | 286,864 | One year or next annual meeting; scheduled to vest May 28, 2025 | Prorated to reflect 15 months between grants in 2023–2024 . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None . |
| Prior public company boards | Dow Jones (2007), Campbell Soup (2004–2006), Interbrew/Inbrew (2003–2005), Reed Elsevier (1997–2003) . |
| Related-party/Interlocks | No related person transactions during 2024 disclosed . |
Expertise & Qualifications
- Senior leadership of global consumer businesses (Coca-Cola bottling, beverages, confectionery), with strategic and international experience relevant to RCL’s consumer and global enterprise profile .
- Board skills framework emphasizes governance, risk management, finance/accounting, consumer business and global enterprise capabilities across directors; Brock’s biography highlights strategic and global expertise aligned with Board needs .
Equity Ownership
| Item | Amount |
|---|---|
| Shares of common stock beneficially owned | 26,330; less than 1% of outstanding shares . |
| Included unvested RSUs | 2,372 scheduled to vest May 28, 2025 . |
| Pledged shares | None; directors’ securities may not be held in margin accounts or pledged . |
| Hedging policy | Hedging of Company securities prohibited for directors . |
| Director stock ownership guideline | At least $500,000 within 3 years of becoming a director; includes RS/RSU value; sale restrictions if below threshold . |
Governance Assessment
- Board effectiveness: Brock chairs the Nominating & Corporate Governance Committee—central to board refreshment, evaluation, governance principles, and CEO transition oversight—signaling strong governance influence and engagement . Attendance across the Board met at least 75% thresholds; Board held 5 meetings and independent directors meet in executive session, supporting director engagement .
- Independence and conflicts: Classified as independent; all committee memberships are independent; no related person transactions in 2024; no pledged shares; hedging prohibited—reducing alignment risk and conflict exposure .
- Compensation and alignment: 2024 pay mix is standard for non-employee directors with cash retainers and time-based RSUs; RSUs vest within one year or at next annual meeting; director ownership guideline ($500,000) enhances alignment, though individual compliance status is not specifically disclosed for directors .
- Signals for investors: Governance leadership role (NGC Chair) and participation on TCC provide direct oversight of board quality and compensation policies; absence of related-party transactions and pledging are positive signals. Director cruise benefits are disclosed as at no incremental cost, mitigating perk optics .