Stephen R. Howe, Jr.
ROYAL CARIBBEAN CRUISESAbout Stephen R. Howe, Jr.
Stephen R. Howe, Jr. is an independent director of Royal Caribbean Group, age 63, serving since December 2018; he chairs the Audit Committee and sits on the Nominating & Corporate Governance Committee. He was U.S. Chairman and Managing Partner and Americas Area Managing Partner at Ernst & Young (EY) from 2006 until his retirement in 2018, and is recognized by RCL’s Board as an “audit committee financial expert.” He also serves on the Board of Directors of Lazard Inc. and on non-profit boards including Carnegie Hall, the Peterson Institute for International Economics, and Liberty Science Center. The Board determined all directors other than the CEO are independent; the Board held five meetings in 2024, with each director attending at least 75% of Board and applicable committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | U.S. Chairman & Managing Partner; Americas Area Managing Partner; Member, Global Executive Board | 2006–2018; 37 years at EY | Led strategy and operations across 75,000+ professionals; responsible for board governance, regulatory relationships; executive sponsor for diversity & inclusiveness. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazard Inc. | Director | Current | Public company directorship (NYSE: LAZ); role noted by RCL. |
| Carnegie Hall | Board of Trustees | Current | Governance of major cultural institution. |
| Peterson Institute for International Economics | Board | Current | Policy and economics oversight. |
| Liberty Science Center | Board of Trustees (Chairman) | Current | Leadership of STEM-focused institution. |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member.
- Financial expertise: The Board concluded Mr. Howe qualifies as an “audit committee financial expert” under SEC rules.
- Committee activity: Audit Committee held 7 meetings in 2024; the Nominating & Corporate Governance Committee held 4 meetings.
- Independence and attendance: Board requires two-thirds independence; all directors except the CEO are independent; Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings.
- Lead independent director and board leadership: The Board maintains a separate Chair and CEO; strong Lead Independent Director role (not Howe).
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Board cash retainer | $100,000 | Annual cash retainer for directors. |
| Committee chair retainer (Audit) | $35,000 | Audit Committee Chair annual cash retainer. |
| Committee member retainer (NGC) | $10,000 | Nominating & Corporate Governance member annual cash retainer. |
| 2024 Fees earned (actual) | $144,286 | Total cash fees paid to Mr. Howe in 2024. |
Notes: Directors do not receive meeting fees; travel reimbursed; Lead Director (not Howe) receives an additional $75,000; Chair of the Board receives $225,000.
Performance Compensation
| Component | Amount (USD) | Grant Date | Vesting/Terms |
|---|---|---|---|
| RSU grant (non-employee directors) | $286,864 | Feb 2024 | Vests in full after the earlier of one year or the next annual meeting; 2024 grant reflects $220,000 annual grant prorated over a 15-month interval between grants. |
Notes: Director equity awards are time-based RSUs (no performance-conditioned vesting); stock ownership guideline for directors requires accumulation of at least $500,000 of RCL stock within three years of becoming a director.
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict Noted |
|---|---|---|---|
| Lazard Inc. | Public company | Director | None disclosed by RCL; Related Person Transactions policy reported no related person transactions in 2024. |
| Carnegie Hall | Non-profit | Trustee | Not applicable. |
| Peterson Institute for International Economics | Non-profit | Board | Not applicable. |
| Liberty Science Center | Non-profit | Trustee (Chairman) | Not applicable. |
Expertise & Qualifications
- Deep finance and accounting leadership from senior EY roles; strategic and operational oversight across large-scale professional services.
- Audit committee experience and SEC-recognized “financial expert” status, reinforcing robust financial reporting oversight.
- Broader governance exposure via service on public and non-profit boards.
Equity Ownership
| Holding Type | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 13,427 | Less than 1% of shares outstanding. |
| Unvested director RSUs | 2,372 | Scheduled to vest on May 28, 2025. |
| Shares pledged as collateral | None | RCL states no pledging for directors/officers; Securities Trading Policy prohibits pledging/hedging. |
Governance Assessment
- Alignment and independence: Howe is independent, chairs the Audit Committee, and is designated an audit financial expert, supporting high-quality oversight of financial reporting, controls, and cybersecurity disclosures.
- Attendance and engagement: Board/committee cadence and attendance thresholds were met; RCL reports active shareholder engagement throughout 2024.
- Compensation structure: Director pay mix balances fixed cash retainers with equity RSUs vesting on a short, time-based schedule; director ownership guideline ($500,000) promotes alignment.
- Conflicts and related parties: RCL reported no related person transactions in 2024; hedging and pledging of company stock are prohibited.
- Say-on-pay signal: 2024 say-on-pay received 97% support, indicating broad investor acceptance of compensation practices (contextual governance signal).
RED FLAGS
- None disclosed specific to Howe: no related party transactions, no pledging/hedging, and independence affirmed; committee interlock issues not reported.