Michael O. Leavitt
ROYAL CARIBBEAN CRUISESAbout Michael O. Leavitt
Michael O. Leavitt (age 74) is an independent director of Royal Caribbean Group (RCL) serving since February 2022; he is Co‑Chairman of Health Management Associates and Chairman of Leavitt Equity Partners, and previously served as U.S. Secretary of Health and Human Services, Administrator of the Environmental Protection Agency, and Governor of Utah. He currently chairs RCL’s Safety, Environment, Sustainability and Health (SESH) Committee, bringing deep public policy, health, and environmental oversight experience to the board.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| U.S. Dept. of Health and Human Services | Secretary | 2005–2009 | National leadership on healthcare policy; informs RCL’s public health oversight |
| U.S. Environmental Protection Agency | Administrator | 2003–2009 | Environmental policy oversight; informs ESG/climate governance at RCL |
| State of Utah | Governor | 1993–2003 | Executive leadership and governance experience |
| Leavitt Partners, LLC | Chairman | 2009–2021 | Healthcare consulting leadership |
| Healthy Sail Panel | Co‑Chair | Not disclosed | Co‑developed COVID-19 public health recommendations for cruise lines |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Health Management Associates | Co‑Chairman | Current | Healthcare consulting firm |
| Leavitt Equity Partners | Chairman | Current | Private equity fund |
| Other public company boards | — | — | None |
Board Governance
- Committee assignments: Chair, Safety, Environment, Sustainability and Health (SESH) Committee.
- Independence: Board determined all directors other than the CEO (Jason T. Liberty) are independent; Leavitt is independent.
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of aggregate Board and applicable committee meetings.
- Executive sessions: Independent directors regularly meet in executive session without management.
- SESH charter scope (oversight): Safety, security, environmental and sustainability programs; climate risks; significant safety/environment/health incidents; sustainability reporting.
Fixed Compensation (Director)
| Compensation Element (2024) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Standard non‑employee director retainer |
| SESH Committee Chair cash retainer | $20,000 | Committee chair retainer |
| Total cash fees earned (Leavitt) | $120,000 | Fiscal 2024 actual fees earned |
| Equity grant (RSUs) – grant date fair value | $286,864 | February 2024 award; vest at earlier of one year or next annual meeting; proration reflects 15 months between 2023–2024 grants |
| Director stock ownership guideline | $500,000 | Must be achieved within 3 years; includes RS/RSUs |
Retainer schedule reference (2024): Audit Chair $35,000; TCC Chair $25,000; NGC Chair $20,000; SESH Chair $20,000; Audit Member $20,000; TCC Member $12,000; NGC Member $10,000; SESH Member $10,000.
Performance Compensation
| Component | Structure | Performance Metrics | Vesting |
|---|---|---|---|
| Director equity | Time‑based RSUs | None disclosed for directors (not performance‑based) | Full vest at earlier of one year or next annual meeting |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Compensation committee interlocks | None among TCC members; no disclosed interlocks involving directors in 2024 |
Expertise & Qualifications
- Government/public policy and health: Former U.S. HHS Secretary; brings public health governance experience relevant to cruise operations.
- Environmental/ESG oversight: Former EPA Administrator; contributes to environmental strategy and disclosure oversight.
- Pandemic/public health response: Co‑Chair of Healthy Sail Panel, informing cruise industry COVID-19 response recommendations.
- SESH leadership: Chairs committee overseeing safety, environmental, sustainability, and health programs and incidents.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 7,310 shares (as of April 1, 2025) |
| Unvested RSUs outstanding (Dec 31, 2024) | 2,372 RSUs (each non‑employee director) |
| Ownership as % outstanding | <1% |
| Shares pledged | None; directors’ and NEOs’ shares not pledged |
| Hedging/pledging policy | Hedging and pledging prohibited for directors/Section 16 officers |
| Director ownership guideline | $500,000 within 3 years (includes RS/RSUs) |
Governance Assessment
- Board effectiveness and independence: Leavitt is an independent director with near‑term board tenure and strong fit for SESH chair; attendance met Board’s 75%+ threshold in 2024.
- Safety/ESG oversight: His HHS/EPA background aligns with SESH mandate over safety, environmental sustainability, and health, supporting investor confidence in non‑financial risk oversight.
- Compensation alignment: Director pay mix is standard—cash retainer plus time‑based RSUs; ownership guideline of $500k strengthens alignment.
- Conflicts/related‑party exposure: No related person transactions in 2024; no share pledging.
- Shareholder signals: 2024 say‑on‑pay support was 97%, indicating broad investor support for compensation governance.
RED FLAGS: None identified in 2024–2025 proxy disclosures regarding attendance shortfalls, related‑party transactions, hedging/pledging, or interlocks.