Richard D. Fain
ROYAL CARIBBEAN CRUISESAbout Richard D. Fain
Richard D. Fain (age 77) serves as Independent Chair of the Board at Royal Caribbean Group; he has been a director since 1981 and served as CEO from 1988 through January 2022, bringing over 50 years in shipping and leadership in the cruise industry (former Chair of CLIA). He is currently considered independent by the Board (only the CEO is non‑independent) and is not assigned to any standing Board committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Caribbean Group | Chairman of the Board | 1988–present | Board leadership; separation of Chair/CEO affirmed as appropriate |
| Royal Caribbean Group | Chief Executive Officer | 1988–Jan 2022 | Grew RCL from a one‑brand Caribbean operator (~5,000 berths) to the world’s #2 cruise company with global brands |
| Royal Caribbean Group | Director | 1981–present | Board oversight; not on standing committees |
| CLIA (Cruise Lines International Association) | Chairman | Prior service | Industry leadership and policy engagement |
| University of Miami | Board of Trustees (former Chair) | Prior/current service | Local institutional leadership |
| UHealth (University of Miami) | Board of Directors (former Chair) | Prior/current service | Governance in healthcare setting |
External Roles
| Organization | Role | Status |
|---|---|---|
| University of Miami | Board of Trustees | Current |
| UHealth Board of Directors | Director | Current |
| Other public company boards | — | None |
Board Governance
- Role and independence: Chair of the Board; Board determined all directors other than the CEO are independent (Fain included) .
- Committee assignments: None (not on Audit, Nominating & Governance, SESH, or Talent & Compensation) .
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; independent directors meet in executive session regularly .
- Lead Independent Director: Long‑standing Lead Director (Mr. Kimsey) not standing for re‑election; Board plans to designate a new Lead Independent Director after his departure .
- Related‑party transactions: None in 2024 under the company’s Related Person Transaction Policy .
- Hedging/pledging: Prohibited for directors and Section 16 officers; no director/NEO shares are pledged .
Fixed Compensation
| Component | Policy / Amount | 2024 Actual for Fain |
|---|---|---|
| Annual cash retainer (Board) | $100,000 for directors | $325,000 total fees (reflects $100,000 director retainer + $225,000 Chair retainer) |
| Chair of the Board retainer | +$225,000 annually | Included in $325,000 |
| Committee fees | Chairs: Audit $35k; TCC $25k; NGC $20k; SESH $20k; Members: Audit $20k; TCC $12k; NGC $10k; SESH $10k | None (no committee assignments) |
| Meeting fees | None; travel reimbursed | As per policy |
| Director cruise benefit | Up to two complimentary staterooms on two cruises per year; additional guest discounts; no incremental cost to company | Eligible per policy |
Performance Compensation
| Equity Element | Grant details | Vesting | 2024 Value / Units |
|---|---|---|---|
| Director RSUs | Annual grant to non‑employee directors; in Feb 2024 sized at $286,864 due to 15‑month grant cycle in 2023–2024 | Vest in full at the earlier of one year or the next annual meeting | $286,864; each non‑employee director held 2,372 unvested RSUs as of 12/31/2024 |
Notes: Director equity is time‑based (not performance‑conditioned), aligning director and shareholder interests via stock ownership and holding requirements .
Other Directorships & Interlocks
- Current public company boards: None .
- Compensation Committee interlocks: None; no cross‑board comp interlocks disclosed for 2024 .
Expertise & Qualifications
- Industry: Decades of maritime and cruise leadership; former CLIA Chair .
- Strategic/operational: Scaled RCL over multi‑decade tenure; deep history with brand and industry evolution .
- Community/institutional governance: Leadership roles at University of Miami and UHealth .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (4/1/2025) | 305,892 common shares (includes 50,624 held by the Fain Family Foundation; excludes certain family trusts and adult children’s shares) |
| Ownership as % | <1% of 271,509,334 shares outstanding |
| Unvested director RSUs | 2,372 RSUs outstanding as of 12/31/2024 |
| Pledges | None; company policy prohibits pledging/hedging by directors |
| Director ownership guideline | Must hold $500,000 of stock within three years (effective Feb 2024) |
Insider Trading Activity (monitoring signal)
Selected Form 4 activity for Richard D. Fain (2024–2025):
- 2024-02-08: Award of 2,372 common shares (director annual grant)
- 2024-02-27: Sale of 8,160 shares at $123.14; post‑transaction ownership 246,583
- 2024-03-24: In‑kind disposition for tax withholding of 47,882 shares at $135.77; post‑transaction 198,701
- 2024-06-13: Sale of 19,584 shares at $153.96; post‑transaction 179,117
- 2024-06-13: Gift of 9,034 shares (indirect); post‑transaction 70,247 (line item shows indirect account)
- 2024-07-30: Sale of 19,338 shares at $156.25; post‑transaction 159,779
- 2024-09-25: Gift of 286,146 shares (indirect)
- 2024-10-30: Sale of 25,000 shares at $210.02; post‑transaction 204,521
- 2024-10-31: Sale of 18,900 shares at $206.64 from indirect account; post‑transaction 5,500 (indirect)
- 2025-02-13: Sales totaling 19,500 shares across two lines at ~$256.64–$257.15; post‑transaction 185,021 and 186,704 in respective line items
- 2025-05-19: Sales of 15,773 and 3,827 shares at ~$252.96–$253.66; post‑transaction 169,248 and 165,421
- 2025-05-28: Award of 870 shares (annual director grant in 2025)
- 2025-08-06: Three sales totaling 16,000 shares at ~$310.65–$312.06; post‑transaction 150,291–159,306 across line items
Interpretation:
- Pattern of periodic open‑market sales into strength alongside sizable charitable gifts in 2024–2025. No pledging and no related‑party transactions disclosed; nonetheless, continued monitoring is prudent given the Chair role and the magnitude of dispositions ; SEC Form 4 links above.
Director Compensation (2024)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $325,000 |
| Stock Awards (grant‑date fair value) | $286,864 |
| Total | $611,864 |
| Equity grant structure | RSUs vest earlier of one year or next annual meeting |
| Ownership guideline | $500,000 within three years (effective Feb 2024) |
Governance Assessment
- Strengths: Independent Chair separate from CEO; all committees fully independent; robust director stock ownership guideline; prohibition on hedging/pledging; no related‑party transactions in 2024; regular executive sessions; Board succession planning for Lead Independent Director .
- Alignment: Director pay is balanced between cash retainer and time‑based RSUs with mandatory ownership guidelines, reinforcing long‑term alignment while avoiding performance conflicts for independent oversight .
- Risks/Red Flags: None disclosed on related‑party dealings or pledging; however, long tenure (>40 years) can raise refreshment/perception questions even with continued independence; sustained insider selling and large gifts reduce personal exposure—monitor for any pattern around material events (no timing concerns disclosed) ; SEC Form 4 links above.
- Shareholder sentiment backdrop: Executive say‑on‑pay support was 97% in 2024 and the company reports robust shareholder engagement, a generally supportive governance environment for Board leadership .
Citations:
- Director biography, roles, independence, committees, attendance:
- Director compensation program, fee schedule, chair retainer, equity vesting, ownership guideline, cruise policy:
- Fain 2024 director compensation (cash/equity):
- Related‑party transactions and policies:
- Hedging/pledging prohibitions and pledge status:
- Security ownership, share count:
- Shareholder engagement and say‑on‑pay:
- Insider transactions: SEC Form 4 links embedded above.