Laura Hodges Bethge
ROYAL CARIBBEAN CRUISESAbout Laura Hodges Bethge
Laura Hodges Bethge is President of Celebrity Cruises, appointed May 1, 2023 after more than 23 years at Royal Caribbean Group across shared services operations, product development, hotel and marine operations, sales, marketing, product innovation, market development, and investor relations . In 2024, Royal Caribbean Group delivered $16.5B in total revenue, $2.9B net income, $6.0B adjusted EBITDA, and a load factor of 108%, while reinstating and increasing its dividend and advancing decarbonization targets—providing strong pay‑for‑performance context for NEO incentives tied to Adjusted EPS, ROIC, yield, cost and ESG KPIs . Company TSR rose to a $175.31 value of an initial $100 investment in 2024, with Adjusted EPS at $11.80, and compensation actually paid tracking performance trends, underscoring alignment of executive incentives with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Royal Caribbean Group | EVP, Shared Services Operations | — | Led cross-brand shared services; operational and efficiency initiatives . |
| Royal Caribbean International | SVP, Product Development | — | Led concepts for new ships/destinations incl. Perfect Day at CocoCay; advanced guest experience and commercial capabilities . |
| Royal Caribbean Group | Various senior roles (hotel & marine ops; sales; marketing; product innovation; market development; IR) | 23+ years | Broad multi-functional leadership foundation for brand president role . |
External Roles
No public company directorships or external board roles disclosed for Ms. Bethge .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $750,000 | $803,000 |
| Target Bonus (% of Base) | 100% | 110% |
| Target Bonus ($) | $750,000 | $883,300 |
| Actual Bonus Paid ($) | $1,043,750 | $1,438,181 |
| All Other Compensation ($) | $90,971 | $102,167 |
Notes:
- 2024 “All Other Compensation” components: qualified plan $34,500; SERP-in-lieu cash $45,392; life insurance $2,040; other perqs $20,235 (annual physical) .
Performance Compensation
Annual Incentive Plan (Executive Bonus Plan)
| Component | Weighting | Target | Actual/Payout |
|---|---|---|---|
| Company-wide performance | 33.3% (for non-CEO NEOs) | Adjusted EPS $9.60 (65% of company-wide metric) | Adjusted EPS $11.80 → 200% payout for this metric ; corporate component payout 181.9% . |
| Brand performance (Celebrity Cruises) | 33.4% | Adjusted brand operating income + KPIs (Net Yield, Net Cruise Costs excl. fuel, NPS/Guest Satisfaction, Safety/Environment/Security/Health, Employee Engagement, Corporate Responsibility composite) | Brand component payout 167% . |
| Individual performance | 33.3% | Strategic objectives | 140% payout . |
| Total payout | — | 100% of target | 163% of target; $1,438,181 paid (target $883,300) . |
Long-Term Incentive (LTI) – RSUs and PSUs
| Grant | Date | Type | Shares (Target/Max) | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Annual LTI | 2/8/2024 | PSUs | 9,922 / 19,844 | $1,199,942 | 3-year performance (2024, 2025, 2026) with annual segments 25%, 25%, 50%; max 200%; metrics: Adjusted EPS 45%, ROIC 45%, Carbon Intensity Reduction 10%; vests early 2027 on TCC approval . |
| Annual LTI | 2/8/2024 | RSUs | 6,615 | $800,002 | Time-based vest in equal annual installments over 3 years, commencing first anniversary (2/8/2025, 2/8/2026, 2/8/2027) . |
| Annual LTI | 2/9/2023 | PSUs | Max 31,857 | — | 2023–2025 Trifecta-aligned metrics (Adj. EBITDA/APCD 30%, Adjusted EPS 30%, ROIC 30%, Carbon Intensity 10%); payout range 0–300% (extra 100% tied to 2025 max metrics) . |
| Annual LTI | 2/9/2023 | RSUs | 4,720 | — | 3-year time-based vest schedule . |
| PSU award (2012–2024 grant cohort) | 2022 grant | PSUs | Target 7,519; earned 10,226 (136%) | — | Vested on 2/11/2025 upon TCC determination . |
| LTI Value (approved by TCC) | 2023 | 2024 |
|---|---|---|
| Target LTI Value ($) | $1,500,000 | $2,000,000 |
Equity Ownership & Alignment
- Beneficial ownership: 7,201 common shares as of April 1, 2025; <1% of outstanding; no pledging by directors or NEOs . With 271,509,334 shares outstanding at April 1, 2025, Ms. Bethge’s ownership is ~0.0026% (7,201 ÷ 271,509,334) .
- Outstanding awards (12/31/2024): Unvested RSUs 15,975 (market value $3,685,273); PSUs unearned max 66,739 (market/payout value $15,396,020); detailed by grant cohort in proxy .
- Ownership guidelines: CEO 6x salary; other NEOs 3x salary; officers must retain 50% of net after-tax shares until compliant; all NEOs currently in compliance .
- Hedging/pledging: Prohibited for Section 16 officers; trading policy requires pre-clearance for all transactions .
- Options: Company does not currently grant stock options .
- Stock vested: 10,667 shares vested for Ms. Bethge in 2024; 3,685 shares withheld for taxes .
Employment Terms
| Provision | Ms. Bethge (Celebrity Cruises Inc. agreement) |
|---|---|
| Term/at-will | Employment can be terminated by either party at any time . |
| Severance (without cause or for good reason) | 2x current base salary and 2x target bonus; continued medical/dental benefits for 1 year; outplacement up to $25,000; potential one-time termination bonus (other NEOs, not Bethge); subject to release . |
| Death/Disability | For Ms. Bethge: salary through termination date and accrued benefits; Company plan benefits per terms (others receive 2x salary + 2x target bonus) . |
| Non-compete & non-solicit | Non-compete duration 1 year post-termination for Ms. Bethge; confidentiality obligations during and after term . |
| Change-of-control | Double trigger required; upon CoC + qualifying termination within 18 months, RSUs vest immediately; PSUs earned based on TCC best estimate at target and vest; assumed at target in proxy scenarios . |
| Illustrative payments (12/31/2024 assumptions) | Death/Disability: $10,158,434; Termination w/o Cause or Good Reason: $3,409,808; Change of Control w/ Termination: $19,615,309 (includes settlement of outstanding equity awards and benefits continuation per plan assumptions) . |
Compensation Structure Analysis
- Shift to heavier equity weighting and three-year RSU vesting supports retention while PSUs tie 90% of weight to Adjusted EPS and ROIC, directly linking realized compensation to profitability and returns; removal of 2023’s Trifecta-specific extra PSU upside in 2024 re-centered max at 200% (risk discipline) .
- Annual bonus increased target to 110% in 2024 to reflect expanded brand responsibilities; payout drivers emphasize Adjusted EPS (65% company-wide), brand operating income, yield, cost, guest satisfaction, safety/ESG and engagement—aligning incentives with revenue growth, margin expansion, and responsible operations .
- Governance guardrails include clawbacks compliant with Dodd‑Frank/NYSE, robust stock ownership and prohibitions on hedging/pledging; independent consultant Meridian advises TCC on market comparisons and program design .
Say-on-Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 97% of votes cast in favor, with management noting no investor concerns on program design; TCC maintained approach with ongoing enhancements .
- 2024 engagement: management met with investors representing ~40% of outstanding shares to discuss performance, governance, compensation .
Risk Indicators & Red Flags
- Related party transactions: none in 2024 .
- Trading controls: hedging/pledging prohibited; pre-clearance required .
- Compensation risk: annual assessment concluded plans/practices not reasonably likely to cause material adverse effects; capped payouts and multi-year equity cycles mitigate risk-taking .
- Section 16 compliance: minor late Form 4s in 2024 for two directors due to EDGAR codes; not involving Ms. Bethge .
Equity Ownership & Vesting Detail (Selected)
| As of 12/31/2024 | Quantity | Value/Notes |
|---|---|---|
| Unvested RSUs (all cohorts) | 15,975 | $3,685,273 at $230.69 year-end price . |
| PSUs maximum unearned (all cohorts) | 66,739 | $15,396,020 at $230.69 year-end price . |
| FY2024 grants | RSUs 6,615; PSUs target 9,922/max 19,844 | RSUs fair value $800,002; PSUs $1,199,942 . |
| 2022 PSUs payout (2022–2024) | 10,226 shares earned (136% of 7,519 target) | Vested 2/11/2025 on TCC determination . |
| 2024 vesting activity | 10,667 shares vested; 3,685 withheld for taxes | — |
Compensation Peer Group (Benchmarking)
2024 peers included large travel, hospitality, restaurant and airline companies (e.g., Marriott, Hilton, Hyatt, Booking, Expedia, Carnival, Norwegian, Chipotle, Domino’s, Darden, McDonald’s, Starbucks, Wynn, MGM, United, Delta, American Airlines), with eBay, Live Nation and Travel + Leisure removed vs. 2023 to better match sector, revenues and global footprint .
Investment Implications
- Incentive alignment: Ms. Bethge’s pay mix emphasizes performance (annual EPS/brand income and multi-year EPS/ROIC) with capped PSU upside, supporting durable earnings and returns; 2024 corporate EPS outperformance (200% metric payout) and strong TSR underpin realized compensation—positively signaling execution .
- Retention risk: Increased 2024 LTI value ($2.0M) and three-year RSU vesting mitigate flight risk; change‑of‑control economics require double trigger, and severance is structured with 1-year benefits and 2x salary/bonus—balanced protections without tax gross‑ups .
- Selling pressure: 2024 vesting was modest (10,667 shares) with retention/ownership guidelines and no pledging/hedging; guidelines (3x salary) and required share retention reduce near-term sell pressure .
- Execution: Brand-level KPIs (yield, cost, NPS, safety, engagement, ESG) tied to payout support revenue/margin quality and reputational stewardship; governance practices and strong say‑on‑pay support reduce compensation-related headline risk .