Naftali Holtz - Chief Financial Officer | ROYAL CARIBBEAN CRUISES (RCL) Executive Profile & Compensation

About Naftali Holtz

Naftali Holtz is Chief Financial Officer of Royal Caribbean Group (RCL), serving since January 2022; he is 47 as of February 2025. He oversees financial planning and analysis, corporate strategy and development, treasury, tax, investor relations, internal audit, accounting, and reporting; previously he was Senior Vice President of Finance at RCL, and before joining the company in 2019 he was a Managing Director and Head of Lodging & Leisure Investment Banking at Goldman Sachs; he is also a veteran of the Israeli Air Force . Company performance under his finance leadership includes FY2024 revenues of $16.5B and GAAP net income of $2.877B, with diluted adjusted EPS of $11.80, Adjusted EBITDA of $5.97B, and ROIC of 16.1%; RCL achieved its “Trifecta” goals ahead of schedule, and 2024 saw a 78% stock price increase with 2024 TSR ~80% vs 20% for the Dow Jones U.S. Travel & Leisure Index .

Past Roles

Organization	Role	Years	Strategic Impact
Royal Caribbean Group	Chief Financial Officer	2022–present	Leads finance org across FP&A, strategy, treasury, tax, IR, internal audit, accounting and reporting .
Royal Caribbean Group	SVP Finance	2019–2021	Led FP&A, risk management, and treasury .
Goldman Sachs	MD, Head of Lodging & Leisure Investment Banking	–2019	Led coverage/execution across lodging & leisure investment banking before joining RCL .
Israeli Air Force	Veteran	N/A	Military background; leadership discipline .

External Roles

Organization	Role	Years	Notes
Israeli Air Force	Veteran	N/A	Service prior to corporate career .

Fixed Compensation

Metric	2022	2023	2024
Base Salary ($)	$675,000	$800,000	$905,000
Target Bonus (% of Base)	100%	120%	120%
Target Bonus ($)	$675,000	$960,000	$1,086,000
Actual Annual Bonus Paid ($)	$709,645	$1,527,680	$1,823,908
All Other Compensation ($)	$33,396	$45,283	$57,081

2024 perquisites breakdown:

Company contributions to qualified plan: $13,800
SERP replacement cash: $22,077
Life insurance premiums: $2,004
Other perquisites (auto allowance etc.): $19,200

Performance Compensation

Annual Incentive Structure (2024)

Component	Weighting	Metric	Target	Actual/Payout
Corporate Financial	65% of corporate component	Adjusted EPS	$9.60	$11.80 → 200% payout
Corporate KPIs	35% of corporate component	Net Yield, Net Cruise Costs ex-fuel, NPS, Safety/Environment/Health, Employee Engagement, Corporate Responsibility Composite	Challenging targets set	Financial KPIs: Net Yield 200% / Costs <threshold; Non-Financial KPIs avg 166%; Corporate Responsibility Composite 200%
Holtz Corporate vs Individual Split	66.7% corporate / 33.3% individual	—	—	Corporate payout 181.9%; Individual payout 140%; Total payout 168% of target; bonus paid $1,823,908

Long-Term Incentive Design and Grants (2024)

Mix: Time-Based RSUs (3-year equal annual vest) and PSUs (3-year, annual segments weighted 25%/25%/50%) .
PSU performance metrics and weights: Adjusted EPS (45%), ROIC (45%), Carbon Intensity Reduction (10%); payout range 0–200% of target .

2024 grants (February 8, 2024):

Award Type	Target Shares	Grant-Date Fair Value ($)	Vesting/Performance
PSUs (2024–2026)	15,380	$1,860,019	Earned on EPS/ROIC/Carbon intensity; segments 25%/25%/50%; max 200% .
Time-Based RSUs	10,253	$1,239,972	Vest in 3 equal annual installments from first anniversary .

Historical PSU payout (2012–2024 cycle granted 2022; assessed Q1’25):

Metric	Weight	Target	Approved Result	Payout %
Adjusted EPS	30%	$10.00	$11.80	114%
ROIC	30%	10.0%	16.1%	150%
Leverage (Net Debt/Adj. EBITDA)	20%	3.5x	3.4x	103%
Corporate responsibility composite (3 sub-metrics)	20% combined	Multiple	Achieved above targets	150%–200% across sub-metrics
Shares Earned (Holtz)	—	10,526 target	14,316 earned	136% of target

Equity Ownership & Alignment

Item	Detail
Total Beneficial Ownership	23,291 shares as of April 1, 2025 .
RSUs Unvested (as of 12/31/24)	766 (2021), 3,508 (2022), 9,010 (2023), 10,253 (2024) → total 23,537 .
PSUs Outstanding (as of 12/31/24)	60,816 (2023 PSU award, reflects max 300% potential), 30,760 (2024 PSU award, reflects max 200% potential); 21,052 from 2022 cycle were earned and vested Feb 11, 2025 .
Options	Company currently does not grant stock options; none disclosed for NEOs .
Pledging/Hedging	Prohibited for Section 16 officers; no pledging by Holtz disclosed .
Ownership Guidelines	NEOs must hold 3x base salary; all NEOs currently in compliance .
Vesting Policy	“Vesting Into Retirement” policy applies only at age ≥62 and ≥15 years service; not applicable to Holtz currently .

Employment Terms

General employment agreement terms (Holtz-specific where noted):

Severance (termination without cause or resignation for good reason): 1x current base salary paid over 1 year; continued medical/dental benefits up to 1 year; outplacement; potential termination bonus up to 50% of base (at Company discretion) not applicable to Holtz .
Death/Disability: for Holtz, salary through termination date and accrued benefits; standard benefits per plan .
Change-in-Control: Double trigger required; upon CoC + qualifying termination, time-based RSUs vest; PSUs earned based on Committee’s best estimate at end of performance period; for disclosure table assumes target for PSUs .
Restrictive covenants: Non-compete and non-solicit for one year post-termination for Holtz .
Clawback: Dodd-Frank/NYSE-compliant recovery for restatements; additional Company policy enables clawback for PSU out-of-period adjustments with alleged misconduct; applies to cash bonuses and PSUs .

Quantified potential payments (as of 12/31/24):

Scenario	Severance ($)	Bonus Settlement ($)	Equity Settlement ($)	Benefits ($)	Outplacement ($)	Total ($)
Death/Disability	—	—	$16,082,553	—	—	$16,082,553
Termination w/o Cause or for Good Reason	$905,000	—	—	$17,064	$25,000	$947,064
Change-of-Control with Termination	$905,000	—	$27,103,288	$17,064	$25,000	$28,050,353

Performance & Track Record

Company financials across Holtz’s CFO tenure:

Metric	FY 2022	FY 2023	FY 2024
Revenues ($)	$8,840,000,000*	$13,900,000,000*	$16,485,000,000*
EBITDA ($)	$653,000,000*	$4,349,000,000*	$5,718,000,000*
Net Income ($)	$(2,156,000,000)*	$1,697,000,000*	$2,877,000,000*

*Values retrieved from S&P Global.

Additional disclosed performance:

FY2024 diluted adjusted EPS: $11.80; Adjusted EBITDA: $5.971B; ROIC: 16.1% .
Achieved “Trifecta” targets 18 months early (Adjusted EBITDA per APCD >$100, ROIC in the teens, double-digit adjusted EPS) .
2024 TSR ~80% vs 20% for Dow Jones U.S. Travel & Leisure Index; stock price +78% in 2024 .

Compensation Committee Analysis

Philosophy: Pay-for-performance with high proportion of at-risk, performance-based equity; competitive target TDC vs Market Comparison Group .
2024 Peer Group (for benchmarking): American Airlines, Booking Holdings, Caesars, Carnival, Chipotle, Darden, Delta, Domino’s, Expedia, Hilton, Hyatt, Las Vegas Sands, Marriott, McDonald’s, MGM Resorts, Norwegian Cruise Line, Starbucks, United Airlines, Wynn, Yum! Brands .
Governance: Robust stock ownership guidelines (CEO 6x, other NEOs 3x), double-trigger CoC, no tax gross-ups, no extensive perqs, clawback coverage, minimum one-year vesting on equity .

Say-on-Pay & Shareholder Feedback

2024 say‑on‑pay support: 97% of votes cast supported NEO compensation; shareholder outreach to large holders; no major compensation concerns raised .
2023 say‑on‑pay support: 97.4% approval; year-round engagement with top holders .

Risk Indicators & Red Flags

Hedging/pledging prohibited; no pledged shares by Holtz disclosed .
No related-party transactions in 2024 .
No special awards in 2024; equity mix emphasizes PSUs with rigorous metrics .
Clawback policies strengthened; Section 16 compliance noted with minor late filings unrelated to Holtz .

Equity Ownership & Alignment

Alignment Factor	Assessment
Skin in the game	23,291 directly/beneficially owned shares; additional unvested RSUs/PSUs outstanding .
Ownership guidelines	3x salary requirement; Holtz in compliance .
Vesting cadence	RSUs vest annually over 3 years; PSUs across 3 years with 50% weight on final year .
Forced selling pressure	RSU vesting may trigger periodic tax withholding share sales (Company withheld shares upon vest for NEOs generally) ; no options outstanding reduces exercise-driven selling.
Pledging/hedging risk	Prohibited by policy for Section 16 officers; no pledges disclosed .

Employment Terms

Term	Details
Severance	1x base salary (paid over 1 year), up to 1 year benefits, outplacement; no automatic bonus multiple for Holtz .
Change-of-Control	Double trigger; acceleration of RSUs; PSUs earned based on Committee estimate at end of performance period; quantified total ~$28.05M at target assumptions .
Non-compete/Non-solicit	1-year non-compete and non-solicit for Holtz .
Clawback	Dodd-Frank/NYSE-compliant and Company-specific PSU clawback provisions; applies to cash and equity .
Tax gross-ups	None for perqs or change-in-control benefits .

Investment Implications

Compensation alignment: High proportion of at-risk pay tied to EPS, ROIC, and decarbonization metrics; strong linkage to shareholder value creation and sustainability priorities . 2024 bonus payout (168% for Holtz) reflected significant overachievement on EPS and KPIs, consistent with disclosed performance outcomes .
Retention risk: Multi-year RSU/PSU vesting with 50% PSU weight in final year creates retention glue; CoC protections are double-trigger and not excessive for Holtz (1x salary), reducing entrenchment risk .
Insider selling pressure: No options outstanding and pledging prohibited; RSU vesting may cause routine tax-related sales, but program design does not inherently push large discretionary selling .
Governance quality: Robust clawbacks, ownership guidelines compliance, and repeated strong say‑on‑pay votes (97%+) indicate shareholder support and disciplined pay practices .
Execution track record: Finance function under Holtz supported achieving Trifecta early, ROIC of 16.1%, and strong adjusted EPS; 2024 TSR substantially outperformed sector index, signaling effective financial stewardship .