Vagn O. Sørensen
ROYAL CARIBBEAN CRUISESAbout Vagn O. Sørensen
Independent director of Royal Caribbean Group (RCL) since July 2011; age 65. Former President & CEO of Austrian Airlines Group (2001–2006) and prior senior roles at Scandinavian Airlines Systems, bringing >20 years aviation leadership. Currently Chair of the Talent & Compensation Committee and member of the Audit Committee; designated by the Board as an “audit committee financial expert.” Independence affirmed under NYSE standards; attendance met at least 75% threshold in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Austrian Airlines Group | President & CEO | 2001–2006 | Led a major European carrier; deep aviation operating experience. |
| Scandinavian Airlines Systems (SAS) | Executive Vice President & Deputy CEO | Not disclosed | Senior operating roles; airline operations and risk management expertise. |
External Roles
| Organization | Role | Exchange/Listing | Notes |
|---|---|---|---|
| Air Canada | Board member (chair roles across companies noted) | Toronto Stock Exchange | Current directorship; travel industry adjacency. |
| CNH Industrial | Board member | NYSE and Borsa Italiana (Milan) | Global industrials; capital allocation oversight. |
| Pantheon Infrastructure Plc / Trust | Board member | London Stock Exchange | Infrastructure investing; governance and capital deployment. |
| Parques Reunidos SA | Board member | Not disclosed | Leisure parks; consumer experience adjacency. |
| Vakantie Discounter | Board member | Not disclosed | Travel distribution; demand-side insights. |
| Prior boards: Scandic Hotels AB; SSP Group; DFDS A/S | Director/Deputy Chair (DFDS) | Not disclosed | Shipping and hospitality; European market exposure. |
Board Governance
- Committee assignments: Chair, Talent & Compensation Committee; Member, Audit Committee. Audit Committee meetings held: 7 in 2024; Talent & Compensation Committee meetings held: 4 in 2024.
- Audit expertise: Designated “audit committee financial expert” under SEC rules.
- Independence: Board determined all directors except the CEO are independent; Sørensen is independent.
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of aggregate Board/committee meetings.
- Executive sessions: Independent directors meet in executive session; Lead Director presides.
Fixed Compensation (Director)
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Annual Board retainer (cash) | 100,000 | Standard director retainer. |
| Committee chair fee (TCC) | 25,000 | Talent & Compensation Committee chair annual cash retainer. |
| Audit Committee member fee | 20,000 | Annual cash retainer for Audit Committee members. |
| Total cash fees | 145,000 | As reported for Sørensen in 2024. |
| Equity grant (RSUs) – grant-date fair value | 286,864 | February 2024 grant (prorated) vests at next annual meeting or 1 year. |
| Perquisites | No incremental cost | Non-Management Director Cruise Policy; travel reimbursement. |
- Director stock ownership guidelines: Required to accumulate ≥$500,000 within three years; cap total director pay at $750,000 per year.
Performance Compensation (Director Equity)
| Equity Instrument | Grant Date | Shares (#) | Fair Value ($) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| RSUs (annual non-employee director grant) | Feb 2024 | 2,372 (unvested at 12/31/2024) | 286,864 | Full vest at earlier of one year or next annual meeting | Standard annual director equity; prorated due to 15 months between grants in 2023–2024. |
Hedging and pledging prohibited for directors and Section 16 officers under RCL’s Securities Trading Policy.
Other Directorships & Interlocks
- Current public boards: Air Canada (TSX), CNH Industrial (NYSE & Milan), Pantheon Infrastructure Plc (LSE).
- Network exposure: Leisure (Parques Reunidos), travel distribution (Vakantie Discounter), shipping (prior DFDS), hospitality (prior Scandic, SSP). Potential informational advantages on travel demand, supply chain, and industrial cycles. No related-party transactions disclosed for 2024.
Expertise & Qualifications
- Aviation operations and leadership (Austrian Airlines, SAS); shipping exposure (DFDS).
- Financial oversight and compensation governance; Audit Committee financial expert; TCC Chair.
- Global enterprise governance across Europe and Canada; cross-industry perspective.
Equity Ownership
| Holder | Shares Owned (#) | % of Shares Outstanding | Pledged? |
|---|---|---|---|
| Vagn O. Sørensen | 25,837 | <1% | No shares pledged. |
- Unvested director RSUs: 2,372 scheduled to vest May 28, 2025 (for each non-employee director as of year-end).
- Ownership policy: Directors must achieve $500,000 ownership within three years; restrictions on selling below guideline.
Governance Assessment
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Positive signals:
- Independent director; audit financial expert designation strengthens financial oversight.
- TCC Chair overseeing pay-for-performance, clawbacks, stock ownership, and succession planning; committee met four times in 2024.
- Robust director equity participation (annual RSUs) and ownership guidelines enhance alignment; no pledging allowed.
- No related-party transactions disclosed for 2024; strong related-person policy.
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Watch items:
- Multiple external board commitments across industries may create time-allocation risk; monitor attendance and committee workload (met ≥75% threshold in 2024).
- Travel-industry interlocks (e.g., Air Canada, leisure parks) warrant ongoing review for any future related-party transactions; none disclosed in 2024.
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Compensation mix and alignment (director):
- 2024 mix ~34% cash ($145,000) and ~66% equity ($286,864), consistent with alignment goals and caps; vesting synchronized with annual meeting.
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Overall: Governance profile supports investor confidence via independent leadership roles, financial expertise, and clear ownership/anti-hedging policies, with low disclosed conflict risk in 2024.