Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Current Chief Executive Officer

On November 6, 2021, Richard D. Fain gave notice of his decision to step down, effective on January 3, 2022, from his role as Chief Executive Officer of Royal Caribbean Cruises Ltd. (the "Company"). Mr. Fain will continue to serve as Chair of the Board of Directors of the Company and will be compensated in the same manner as the Company's non-executive directors, except that he will receive an additional annual cash retainer of $225,000 to reflect his role as Chair. From January 3rd through March 31st, 2022, Mr. Fain also will provide transitional services to Mr. Liberty.

Appointment of New Chief Executive Officer

The Board has appointed Jason T. Liberty to the position of President and Chief Executive Officer of the Company, effective January 3, 2022, and member of the Board, effective November 7, 2021. Mr. Liberty, age 46, currently serves as Executive Vice President and Chief Financial Officer of the Company, and he will continue to serve in this capacity until January 2, 2022. Mr. Liberty has been employed with the Company since 2005.

As President and Chief Executive Officer, Mr. Liberty will receive a base salary of $1,200,000, a target annual incentive of 200% of his base salary, and target annual long term equity incentive awards with a grant value of $7,000,000.

Appointment of New Chief Financial Officer

The Board has appointed Naftali Holtz to the position of Chief Financial Officer of the Company, effective January 3, 2022. Mr. Holtz, age 44, currently serves as Senior Vice President, Finance, and he will continue to serve in this capacity until January 2, 2022. Mr. Holtz has been employed with the Company since 2019.

As Chief Financial Officer, Mr. Holtz will receive a base salary of $675,000, a target annual incentive of 100% of his base salary, and target annual long term equity incentive awards with a grant value of $1,400,000.




Item 7.01   Regulation FD Disclosure.

On November 9, 2021, the Company issued a press release regarding the above described management changes, a copy of which is furnished herewith as Exhibit 99.1.




Item 9.01   Financial Statements and Exhibits.



(d)  Exhibits



   99.1     Press release dated November 9, 2021
 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




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