Few governance tasks are as tricky—or as consequential—as choosing a successor for a well-loved and long-tenured CEO. For Royal Caribbean Group’s board, it entailed a deliberate and measured process that began many years before Richard Fain stepped down after three-plus decades as the cruise company’s CEO. The transition itself also unfolded in carefully planned stages, with Fain first relinquishing the CEO role in 2022 to Jason Liberty, the company’s CFO, while remaining board chair before ultimately passing the chair to Liberty in late 2025. When the roles were recombined, the board counterbalanced the power dynamic by appointing veteran director John Brock as lead independent director to foster trust between the CEO and its independent directors and strengthen the board’s oversight.
That this governance framework coincided with a years-long period of recovery and growth attests to the effort’s success. Following the cruise industry’s pandemic-era shutdown, Royal Caribbean returned to record financial performance—its three-year TSR of approximately 196 percent in August far outstripped rivals’—while continuing to invest in new ships, private destinations and other long-term strategic initiatives. As chair of the board’s nom/gov committee and lead independent director, Brock helped shape the board’s composition, oversee leadership succession and foster the governance practices that support management while maintaining independent oversight. It is those contributions, along with perspective brought from decades leading global consumer companies, that led to Brock’s selection by peers as Corporate Board Member’s 2026 Independent Director of the Year.
In the following conversation—edited for length and clarity—Brock shares his views on succession planning, the evolving role of the lead independent director and the governance principles he believes are essential to an effective board in 2026 and beyond.
You joined Royal Caribbean’s board in 2014, a few years before retiring as CEO of Coca-Cola Enterprises. You had your pick of boards. Why Royal Caribbean?
I led three different companies—COO of Cadbury Schweppes, CEO at InBev and then CEO at Coca-Cola Enterprises—and I had a practice of being on one outside board, which my companies all supported. Back in the late ’90s and early 2000s, I was on the board of Reed Elsevier, then Campbell’s Soup, then Dow Jones. They’re all consumer-facing businesses, admittedly in different areas, which was always fascinating.
When I went to Coca-Cola, the business had some challenges so it was important the first five years or so for me to focus on getting that business back under control and moving along smoothly. We did that. After that, I took an active approach to finding the right board. I was in no hurry. I wanted to make sure it emerged as the right one. Several came up, but the most fascinating to me was Royal Caribbean. My wife Mary and I are not avid cruisers. We’ve been on cruises in the Greek Isles, done the QE2 across the North Atlantic, but it was the business that intrigued me. It’s consumer-facing in a big way, massive asset allocation decisions, massive numbers of employees, 100,000 or so.
Putting it all together, I thought my company experience as well as the board experience I had would be a great combination. The other thing that I thought was interesting was that several of the companies I’d been involved with were publicly traded but with significant family connections—either family-controlled or with family members having major roles in the board, from Dow Jones and Campbell’s Soup to InBev and even Cadbury Schweppes. Royal was then in the process of making what has been a 35-year transition to being a truly public U.S. company. So as I talked to the people at Royal, with [its background] of three original founding families, I thought that would be a good place for me, considering I’d been through that before. And the team at Royal thought the same thing. So I joined in 2014, and it’s been a great ride.
Richard Fain served as CEO for 33 years, quite a long time for that role. What went into planning for his successor? What was the board looking for in a new CEO?
The nom/gov committee put together a robust set of skill sets and experiences that we thought were important. Frankly, those are pretty predictable.
You need someone who exhibits incredible leadership, judgment, intuition, has experience with the company, understands what capital allocation is all about, what strategic planning is all about, the importance of setting budgets and making them and, categorically, the importance of people. Someone who understands the clear importance of integrity, honesty, candor and governance principles. We had a robust list of characteristics and evaluated on an ongoing basis how people were doing against that.
“Independent directors need to believe that they truly have a forum, starting with the lead independent director, but also with a board culture where they can speak up and say what they think.”
We knew we had three strong internal candidates. We took a look at external candidates. Candidly, we always maintain a list in the event something happens to the CEO. So we consistently looked at that list too, but over a three-year period, we did not interview anybody from the outside because it became so incredibly clear that Jason was the choice, and now you see the results. Richard initially stayed on as chair but you’re now back to combining the CEO and chair roles. What was the thinking behind the leadership structure shifts? There was a little bit of a concern about how that transition would go, with Richard having been a CEO for 33 years. Richard was already chair, but he became truly just a chair, turning over the CEO responsibilities to Jason. Jason already had a great relationship with Richard, and it continued, but in a very different way. The board was very supportive of all that, and we worked carefully with Jason to figure out the right time for him to become chair and CEO. We had a robust discussion at the board about the pros and cons of having a separate role and also having them together.
Our view was that it had worked beautifully with Richard in both roles. And when Jason got to the point where we felt like he was ready to make the transition, Richard fully supported it. Some three years after the appointment, we did that.
AN INTENTIONAL STRUCTURE
There’s been ongoing debate about whether the CEO and chair roles should be separate or together. Having experience both as a CEO and as a director, what’s your view?
Both approaches work fine, depending on the circumstances. Some would say that from a governance standpoint the roles always have to be separated. I don’t agree.
Obviously, during my experience in Europe, they were always separate because that’s the norm there. But my simple view is when the company’s running well, when you have the right people in the right place, the best efficiency and the best effectiveness for board functioning and for decision-making is when they’re together. However, when they’re together, you need to have a thoughtful and trained and experienced lead independent director because that role becomes a lot more important.
I have never seen any data that would suggest that by separating them, the company ends up with better performance. In fact, if anything, there’s a reasonable amount of data that suggests the opposite. But that’s not really the way to look at it. The way to look at it is what makes the most sense for a company at a given point in time. If there are any issues of fraud, malfeasance or significantly bad company performance, or if the CEO chair is overstepping his bounds, then separating them makes a lot of sense. But on a day-in, day-out basis, with companies running well that know what board dynamics are all about, what management teams are all about, definitely it’s better if they’re combined.
What practices or qualities need to be in place to do the lead director role well?
A variety of things. At the beginning of it all is a level of trust between the lead independent director and the CEO chair. Trust is something that we all know takes a long time to build and can be destroyed literally in a nanosecond. Therefore, one of the logical things that’s important there is for the CEO chair and the lead independent director to, ideally, have a history of working together. In our case, we had worked together for 12 years, not a small amount of time. We knew each other well.
At the same time, it’s important for the lead independent director and the chair and CEO to understand there will be times when they don’t agree, issues that need to be handled more carefully and sensitively. Having gone through those, living through them, is big because you realize that’s life. That’s the way business works. Everybody doesn’t always agree.
Lead independent directors obviously have a number of other responsibilities, including making sure that all the independent directors know there’s a good forum for discussion. Having incredibly robust executive sessions without the CEO and the chair is super important. We do that. I’ve seen companies where that’s not done, and when it’s not, that’s an indication that something is likely to go wrong.
Independent directors need a board culture where they can speak up and say what they think. And that if they disagree with the CEO and chair on a role, that we’ll all listen. Those are all critical things. A lot of those are qualitative, not quantitative. At the end of the day, it really does come down to the chair and CEO and the independent director having ongoing, consistent discussions, knowing what the board agenda is all about, knowing what key decisions are coming up and ensuring there are no surprises.
Finally, crises will come up. Look at the pandemic. We were the poster child of the crisis, the cruise industry. When crises come up, that trust factor, that ability to say, “You know what? You think this, and I think that; we’ve got to find a compromise.” That’s when those things become important. If you work through those on a day-in, day-out basis, when the crisis hits, whether it’s geopolitical risk, a pandemic, a catastrophe for a ship or whatever, you’re prepared to deal with it.
Can you give me an example of a situation in which the board’s robust discussion led to a positive outcome?
The best example is what happened in the pandemic. In February of 2020, we were planning to go on a board meeting trip to the private island destination Perfect Day at Coco Cay in the Bahamas. We had just finished building that island resort and were all excited about it. Then, as we sat in a virtual discussion, because we were just beginning to think about the coronavirus, we said, “Maybe we better do this board meeting in Miami and not travel.” Thank God that’s what we did because all of a sudden, we began to realize we were in a crisis mode. By the time March 13, 2020 hit, we already had a couple of ships that were, along with other ships in the world, having issues. So we went into crisis management mode, and the board came together in a way I’ve never seen a board come together.
We had minimally one board meeting a week. We had audit committee meetings once a week. We formed a special committee to deal with the crisis to provide insight and guidance to Richard and Jason. Richard and Jason and the management team basically led us through the crisis with incredible support from the board. We borrowed $18 billion in about a three-month period, which was nothing short of remarkable. We did that confident in what we were hearing from the management team, as well as what we thought ourselves: that the business would come back.
Further, to provide additional perspective, Richard recommended, and we all agreed, to keep the ships what we call warm, not cold, so that when it was time to come back, we could push the button and get there faster than the competition. We also made a very concerted effort to get every single employee—at that time it was in the range of 60,000—off the ships, back to where they lived. That worked wonders for the culture of the company because they all knew we took care of them. When we got our ships going again in 12–18 months, those employees felt so positive about what we’d done, they were excited and anxious in most cases to come back.
Jason was CFO at the time. He and his team did an absolutely incredible job in guiding us. They were instrumental in orchestrating the $18 billion in loans. And frankly, that was one of the reasons, as time went on, we were convinced that Jason was the right person to become the CEO.
Jason also had a very strong point of view as CFO that we should issue equity as minimally as possible so we didn’t dilute share owners. And we did that. If you look at the competition, we did it better than anybody else because we didn’t issue nearly as many shares. Therefore, when business came back, we were in a much stronger position to get our economics and, ultimately, our share price back where we thought it should be.
That’s a bit of a romp through the woods, but that kind of crisis doesn’t happen very often. When you look at what our share price did, we went down to about $22 a share, maybe slightly less, and it’s now over $300. So it’s been a remarkable run, all due to the management team supported by the board making tough decisions and making most of them right.
As a former CEO, how do you approach providing appropriate oversight without overstepping into execution?
It’s important to keep in mind that the management team runs the company. Most, but not all, boards recognize that their No. 1 objective is to hire, evaluate and compensate the CEO and to make any adjustments in the CEO as necessary, depending on what’s going on.
Secondary to that, it’s to approve long-term strategic decisions and to make sure there’s a long-term strategy. It’s to be aware of mega events going on in the world, whether it’s AI, cybersecurity, geopolitical issues, all of which are at, you could argue, an all-time high. And to be able to come to board meetings to advise management on what’s going on, to challenge assumptions.
Management comes in and makes a recommendation: Here are the 10 assumptions we need to assume around the strategic plan. Rather than trying to pick the strategic plan apart, board members have a much stronger responsibility to say, what about the assumptions behind this?
On a new ship that’s going to cost $2 billion, yes, you need to know the financing plan. We want to understand that. We need to know which shipyard it will be built in. We need to look at the rate of return from the project.
But at the end of the day, any capital project stands on the assumptions, because financial analyses are 100 percent dependent on the assumptions that go in. I don’t think boards spend nearly enough time robustly challenging the assumptions behind the strategic plan. They like to get mired down in details and talk about this or that, but that’s not their job. Their job is really to focus on the big-picture items and help management make better decisions.
CHALLENGING ASSUMPTIONS
What separates a high-performing board from one that simply fulfills its fiduciary obligations?
First of all, having former CEOs or current CEOs on the board is invaluable. Second, those same people become even more valuable if they have other board experience.
One of the big risks when you appoint an acting or previous CEO to a board position—and you see this all the time—particularly if they’ve never served as an outside director on another board, is that it’s a little harder for them to understand the role of the board. [That’s partly] because, there’s been a huge shift from boards 10 years ago versus boards today.
Boards 10 years ago were much more in the manage-and-control arena. Yes, we’ve got to review the budget and make sure it’s right. Then we’ve got to check how the management team is doing against the budget. We’ve got a capital project every month. Are we doing things robustly, properly there? What about enterprise risk management? It was not command-and-control; even 10 years ago, boards understood that wasn’t their job. But it really was watching and making sure there were no big mistakes. That’s evolved dramatically today among high-performing boards where the board members understand that their role really is a much bigger strategic role.
As I said earlier, it’s checking the assumptions behind capital allocation projects. It’s looking at M&A in a far more comprehensive fashion. I think back to M&A discussions in the past with boards, a big debate was often, what’s the assumption around the terminal value? You can debate that until you’re blue in the face, and the finance guys love to do that. But that’s not really the issue. The issue is what are the assumptions behind the terminal value, because it all depends on those. How long is this ship going to last? When will it need to be completely renovated? Those kinds of questions, which are all about the assumptions behind it.
How you get board members to realize that, that’s one of the major challenges. And it’s a major challenge for a CEO, former or current, who comes into a board without any board experience.
A mistake a lot of boards make is where they spend time. Think about a board meeting. Often, in days past, I’ve seen board meetings where 80 percent of the time is spent on reviewing budgets, on looking at the promotion going on in Peoria, Illinois, or should we be stopping in Venice or Rome? That’s not the role of the board. The role of the board is to think much bigger and broader and help management make those decisions.
When you talk about challenging assumptions, what kinds of questions should boards be asking?
The big questions. For example, we had an earnings call today, which went well. We had a good quarter, and we’re looking at building more private destinations, like Perfect Day at Coco Cay and the Royal Beach Club in Nassau. The kinds of questions that boards need to ask on those, again, are not about financial metrics but what we think about buying and building and constructing a private island in a particular location in the world. What are the risks? What are the opportunities? Because you look at the geopolitical risk going on today, and nobody knows where it’s all going to go, but you’re still going to make assumptions.
That’s where the board can really help management in a robust way by saying, let’s talk about what could happen. What are the other alternatives? Do we want to build a private island off the coast of Mexico? Or would we rather do it off the coast of California? Or in the Greek islands? What are the pluses and minuses of all that? Those are the thought-provoking strategic questions that boards need to be asking.
THE CULTURE FACTOR
You referenced culture playing a part in Royal Caribbean’s success. How can boards contribute to a positive culture?
If you select the wrong CEO and that CEO does not embody the principles of the culture that the company is all about, you’re dead. That’s No. 1.
No. 2 is to have a very robust talent and succession plan, not just for the CEO, but to understand what the talent and succession plan is for the executive leadership team and, frankly, for the next layer under that. That’s something we engage in regularly; we have a robust discussion at least once a year, spend almost the entire board meeting on that particular subject.
It’s critically important because if you allow a CEO to put someone in a major leadership role who has great experiences and skills but doesn’t demonstrate the right culture of the company, you’re sending the wrong message. Actions are 100 percent more important than words. That’s why it’s so important and why the board plays a major role. It’s important for the board members to meet the people who are at the next level and at the next level below that.
It’s also important to get out in the field and understand what’s going on. In our case, it’s mainly on the ships. When I was at Coca-Cola Enterprises, it was walking in supermarkets in San Francisco one week and in London another week and looking at what was going on. It was visiting the world’s largest soft drink factory in Wakefield, England, and understanding how it all works and is interrelated.
If, as a board member, you go into a factory like Wakefield and a store like San Francisco where you have all your salespeople, you can see if the culture emanating from those employees is the same. They’re talking the same. They’re talking about what’s important. That’s a great sign. If you see that they’re completely unrelated and discombobulated, that’s an indication the culture is not where you want it to be and not permeating.
A lot of companies talk about culture eating strategy and how important it is, but they never figure out how to penetrate it down. In today’s world, the human resources department is critically important and the talent and comp committee of the board and the board itself needs to constantly push and press the organization to make sure that we have the right learning and development programs, the right talent acquisition programs and that the culture is regularly checked. We check it at least once a year in a robust fashion. And the scores we get out of the ships and out of the offices are both just incredibly high.
What would you as a board do if the scores weren’t where they needed to be?
You have to figure out the right people to get in place to have that happen. Culture in a company is not about how many training programs do we have with Duke University and how many people went through them. Or how many people did we promote from within as opposed to external hires? Those are metrics that are important. But if you don’t have the right people in the right jobs with the right incentives, doing the right things, you can throw culture out the window. The role the board can play is to ensure that you’ve got the right people.
SHAPING THE BOARD
You went through board refreshment during Royal Caribbean’s leadership transition and afterward. What principles should drive board succession planning?
The starting place for all of that is to make sure that you’ve got a thoughtful, thorough matrix of talents and expertise on the board versus what you want. That’s important and also hard because you list down one side of the page all the different things you’d like to have. Some former CEOs, some people with significant international experience, some who understand the role of sustainability and where it really fits, some who are experts in AI, to some degree at least. Then you put the board members across the top and you check it. That is the best starting point.
You have a complete dashboard of who you have, and then you say, okay, that’s one piece of the data. Next, you look at the board members you currently have, how long they’ve been on the board, when are they likely going to want to retire or segue off? And therefore, what are the opportunities? You also have to look at the size of the board. Does it need to be smaller or bigger? And then you begin to make some focused decisions.
That’s exactly what we’ve done. Our newest member, Tara Bunch, brings a very strong leadership background in implementing significant new technology and AI solutions. She’s not a technical expert; she’s a business executive who understands how to do that, and that’s a major issue right now. [Christopher J. Wiernicki], who we added six months earlier, is now probably the most significant maritime expert we have on the board.
I don’t think having term limits is necessarily the way to accomplish that. It’s much more important to just have a board refreshment process that works.
How do you approach getting new board members up to speed?
Bringing a new board member in to have a sit-down with each of the individual members of the management team is critically important. We do that, and quickly.
Getting board members out to understand what business we’re in is also critically important. We’re in the cruise business. So going on two or three cruises, and experiencing all three of our different brands— Royal Caribbean, Celebrity and Silver Sea— early in your tenure is critically important.
Having a board member mentor assigned to a new board member is a really good way of doing it. Giving new board members the option, and encouraging them to take the option, of attending all the committee meetings without joining a committee for the first year is another great idea.
Building on that, you’ve got to have the right committee chairs. Those roles are critically important. One thing you don’t want to do is appoint a board member in his or her first two or three years as a committee chair.
You mentioned the importance of independent directors meeting without management. When do those sessions take place, and how are concerns that come out brought to management?
Different companies have different ways of having executive sessions. The most important thing is to have them be led by the lead independent director and to spend enough time, energy and effort to have them be meaningful and realistic. Ideally, they’re not held at the beginning of a board meeting because so much happens in a board meeting that it’s often helpful to have some discussion at the end of the board meeting.
The cadence we adopted is to start our board meetings in the 5 o’clock range. We only have board members and the chair and CEO there. We have a robust discussion from Jason with just the board. That’s not an executive session; it’s an executive session plus Jason. He gives us a synopsis of what’s happened and what’s going to happen, what some of the key results are, more importantly, the key items we’re going to be discussing in the board and the strategic issues we’re dealing with.
That can last anywhere from an hour to three hours. We almost always follow that with an executive session where Jason leaves. I lead that discussion, and we talk about anything that anyone wants to talk about. I always check with the board members in advance to see if they have subjects. We put them on a list. That session can go anywhere from half an hour to an hour.
The other thing we often do is have an executive session at the end of the board meeting the next day to kind of rehash what happened during the board meeting. Any thoughts, learnings or ideas? It’s an opportunity, even though we have total confidence in Jason, to talk openly and candidly about anything we’ve either developed over some time as a concern or that came out in the board meeting.
The responsibility for carrying the messages back to Jason is mine as lead independent director. Jason and I always have a meeting, generally right after the board meeting, where we sit down and go through the list of items that we talked about and the kinds of things that the board would like to see more of, less of, or other issues. That approach works for us.
If individual board members come to me, as they do sometimes, and say, “Here’s something I’m really worried about.” I’ll say, “Got it. Would you like a conversation, the two of us, with Jason? Or is it so significant that you think we should put this in our executive session, see what other board members think, and then take it to Jason?”
What specific practices have you found helpful in keeping the board informed, engaged and effective?
Every year we do a thorough board evaluation, where the chair of the nom/gov, in this case me, has a one-hour candid personal discussion with each and every board member. I furnish a list of questions for them to consider that deal with construction of the board meeting, length of the board meeting, capabilities of the management team, culture, confrontational issues that bothered you, committee appointment, anything you want to talk about.
It’s a robust list. It’s a qualitative assessment, but it’s an opportunity for me as the head of nom/gov to hear from the other 11 board members. I also spend extra time with each of the committee chairs talking about their committee and how they think it went. And then I report back.
It’s my job to distill it all. I report back first to the executive committee, then to the board. I make sure I’ve already reported to each committee chair. Then, once every three years, we hire someone from outside to come in and do it. That process is critically important.
THE MODERN BOARD
Looking back, has your definition of good governance evolved? Do you think boards need to do things differently?
The world has changed. The roadmap that boards have to follow today is way more complicated than it was 10 years ago from a governance standpoint. Most boards understand what their role is—hiring, evaluating the CEO, developing a long-range plan, ensuring the capital allocation and major acquisitions are done properly. All of those are still incredibly important, but the strategic thinking behind them is more important than ever. And understanding the assumptions behind them, because we live in such a complex world and the technical changes that are occurring so rapidly it’s changed the world of what directors need to do.
Directors need to come into board meetings having digested the information that’s been furnished. But just as importantly, they need to be aware of geopolitical issues, the world of AI and technology and how fast it’s changing, of competitor results releases, and anything else going on in the industry. Anti-tourism is a major issue we’re dealing with. One could even sometimes call it anti-cruising in some cities. Directors need to be aware of all those things and come into board meetings prepared to talk about how they impact what we’re doing. That’s much more important today than it was 10 years ago. And frankly, 10 years from now, it will be even more important because every 10 years, the world goes through this massive technical change.
What do you see on the horizon that most concerns you?
The biggest single concern I have is not a new one. It’s that while boards understand their principal, right at the top of the list, is the CEO, most don’t have as robust process as they could for evaluating how well he or she is doing. More importantly, I don’t think they have a robust succession plan in place.
Most boards have an emergency succession plan. That’s not what I’m talking about. What we really need is a very thoughtful process on where we’re heading down the road. How long do we think Jason will be in place? Who are the people that we can already identify that might be candidates? What are we doing with those three or four key people to make sure that they’re beginning to understand what a CEO candidate’s got to do.
That’s my biggest story about boards today. Because at the end of the day, there’s no way around it. The single most important thing boards do is pick the CEO. You pick the right CEO, you got a pretty good chance of winning. You pick the wrong CEO, you have zero chance of winning.
How do you deliver value as a board member if the company is not actually pursuing a CEO transition?
[Understand] changing the CEO is not a recipe for improving performance. In fact, the world is littered with great examples of CEO appointees who everybody was convinced would be a nice, new change or continuation of the old strategy. And that doesn’t always happen. In our case, we, and Jason, had a particular challenge because a CEO who has had a remarkably successful run is the hardest possible CEO to follow.
When I went in as the CEO in 2006 at Coca-Cola Enterprises, I was in a very fortunate position because the previous CEO had made a number of bad decisions and the company was in serious trouble.
Not that what we did should be underestimated. We did a lot of things together as a team to get it back on track, but it’s a heck of a lot easier to look good when the previous person in the role has not [done well].
That’s what we were so concerned about at Royal. Richard had a great, great run, and we wanted to make sure that the next CEO didn’t necessarily follow exactly the same strategy but achieved the same results. We were convinced that could happen. And he has.
Again, if you look around, there aren’t many examples where really good CEOs have been followed by really good CEOs. Jason’s done a remarkable job of putting in place the right people, some of whom are already in place and some of whom he’s moved into new positions. That’s what it’s all about. We talked about culture and strategy. But if you don’t have the right people in place, you’re not going to have the right strategy. It’s a direct result of the capabilities and qualities of the people.
What one piece of advice would you give a newly appointed lead independent director on doing the job effectively?
The single most important thing is for the lead independent director to establish an incredible level of trust and the ability to candidly, openly, transparently talk about issues. Those two go hand in hand. We’ve already discussed that trust can’t be established overnight.
So hopefully a new lead independent director knows the CEO because it’s a bad situation when you give someone the role of lead independent director and they haven’t been on the board and they don’t know the CEO. It’s an indication of a company that’s in trouble. So trust is the most important thing, and the ability to openly discuss challenges and issues and occasionally disagree.
There are a lot of other ancillary things. You have to always be available. Jason calls me at 8 a.m., 90 percent of the time I’ll take the call. If I’m in the middle of something, I’ll say, “I’ll call you back in X.” He does the same if I call him and say, “I need to talk.” So being available, working candidly with the executive, with the other independent directors, that’s all important. But the most important thing is that trusted relationship with the CEO and chair, the ability to talk about stuff that’s difficult. That’s my biggest advice.
