Norwegian Cruise Line Holdings Ltd

For the period ended Jun 13, 2024. Filed Apr 29, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 13, 2024 · Filed Apr 29, 2024

NCLH$17.92+0.9%Stored close · as of Nov 6, 2026

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Contents

PROXY SUMMARY

2024 Annual General Meeting of Shareholders

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider before casting your vote. We encourage you to read the entire Proxy Statement for more information about these topics prior to voting.


DATE AND TIME	PLACE	RECORD DATE
Thursday, June 13, 2024 9:00 a.m. (Eastern Time)	Pullman Miami 5800 Blue Lagoon Drive Miami, Florida 33126	April 3, 2024

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders may call toll-free: (888) 750-5834

Banks and Brokers may call collect: (212) 750-5833

Shareholder Voting Matters

							BOARD RECOMMENDATION
				Election of two Class II directors			FOR each director nominee
				Approval, on a non-binding, advisory basis, of the compensation of our named executive officers			FOR
				Approval of an amendment to our 2013 Performance Incentive Plan (our “Plan”), including an increase in the number of shares available for grant under our Plan			FOR
				Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2024 and the determination of PwC’s remuneration by our Audit Committee			FOR

2024 Proxy Statement /1

Board Nominees

		Class II (Term to Expire in 2027)

· · · · Name · · · Age · · · Director Since · · · Independent · · · Occupation · · · Committee Memberships · · · Other Current Public Company Boards ·
			Stella David			61			2017					Former Chief Executive Officer, William Grant & Sons Limited			• Nominating & Governance (Chairperson) • TESS(1)			• Entain plc(2)
			Mary E. Landry			67			2018					Former Rear Admiral, U.S. Coast Guard			• Compensation (Chairperson) • TESS

Directors Continuing in Office

		Class I (Term Expires in 2026)


David M. Abrams	57	2014	Founder and Co-Managing Partner, Velocity Capital Management	• Audit • TESS
Zillah Byng-Thorne	49	2022	Former Chief Executive Officer, Future plc	• Audit • Compensation • Nominating & Governance	• TrustPilot Group plc(2) • M&C Saatchi Group(2)
Russell W. Galbut (Chairperson)	71	2015	Managing Principal, Crescent Heights	• Nominating & Governance

		Class III (Term Expires in 2025)


José E. Cil	54	2023		Former Chief Executive Officer, Restaurant Brands International Inc.	• TESS (Chairperson) • Audit
Harry C. Curtis	66	2021		Former Managing Director, Nomura Instinet	• Audit (Chairperson) • Compensation
Harry Sommer	56	2023	—	President and Chief Executive Officer, Norwegian Cruise Line Holdings Ltd.

(1)

Technology, Environmental, Safety and Security (“TESS”) Committee

(2)

London Stock Exchange (LSE) listed

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Director Skills and Experience

Our Board believes the mix of backgrounds and experience of our directors brings a diversity of perspective that strengthens our Board’s independent leadership and effective oversight of management.

2024 Proxy Statement /3

Corporate Governance Information

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Executive Compensation Highlights

2023 Compensation Refreshment

In connection with the appointment of our new President and Chief Executive Officer, effective July 2023, and an entirely new team of Presidents for our brands in 2023, our Compensation Committee took the opportunity to conduct a holistic review of our Company’s executive compensation program and to reset pay for our incoming executive officers to better reflect the expectations of our shareholders.

	2023 Base Salary Changes			2023 Target Annual Cash Incentive

	2023 Target Annual Equity Award			2023 Target Total Compensation

In each case above, “Before” represents 2022 pay and “New” represents 2023 pay for each successor. Target total compensation presented includes base pay, target annual cash incentive bonus, and target annual equity awards. Percentages are rounded. Two of our new brand Presidents were ultimately not named executive officers (“NEOs”) for 2023 as their total compensation was less than our NEOs in 2023.

2024 Proxy Statement /5

WHAT WE HEARD		HOW WE RESPONDED
	Overall pay should be reduced for the President and Chief Executive Officer		Our Compensation Committee re-aligned compensation for our new President and Chief Executive Officer and new brand Presidents beginning their roles in 2023 (see “Compensation Discussion and Analysis – 2023 Compensation Refreshment”)
	Shareholders advised that the 2023 Say-on-Pay Vote (as defined below) reflected their views of the 2022 compensation program and supported the improvements to the 2023 compensation program, which had been previewed in the prior Proxy Statement		With the encouragement of our shareholders, our Compensation Committee carried the improvements to the 2023 compensation program into the 2024 compensation program
	Requested that the long-term incentive include an Adjusted ROIC metric		In direct response to the 2023 Say-on-Pay Vote and shareholder feedback, replaced the forward booking metric with an Adjusted ROIC metric in our long-term incentive grants for 2024
	Discouraged the use of retention awards made in 2022		In direct response to the 2023 Say-on-Pay Vote, our Compensation Committee did not provide cash retention grants to NEOs in 2023
	Encouraged fresh perspectives on our Company’s Compensation Committee		Appointed a new member of our Compensation Committee in late 2022 and a new member and Chairperson in 2023, with two former members leaving the Compensation Committee
	Requested a return to financial metrics for incentive awards		2023 long- and short-term incentives are weighted towards Adjusted EBITDA, Adjusted EPS and forward booking metrics 2024 long- and short-term incentives are weighted towards Adjusted EBITDA, Adjusted EPS and Adjusted ROIC
	Prefer three-year metrics in long-term incentive awards		2023 and 2024 PSU awards have three-year performance periods
	Value of annual equity awards should not be guaranteed by contract		Our new President and Chief Executive Officer’s contract does not guarantee a value for annual equity awards, but does provide that any annual equity awards must be at least 50% performance-based
	Peer group should be reevaluated		Reviewed peer group and made adjustments for 2023
	Long-term incentives should be more heavily weighted towards performance for all NEOs		In 2023 and 2024, at least 50% of each NEO’s target annual equity awards were based on performance metrics
	Encouraged the Compensation Committee to holistically review our compensation program		Our Compensation Committee appointed a new compensation consultant in September 2022 and, under the leadership of our new Chairperson, undertook a comprehensive review of our compensation program in 2023
	The President and Chief Executive Officer is entitled to too many perks pursuant to his employment agreement		Our new President and Chief Executive Officer is not entitled to a travel expense, personal, or tax preparation allowance or country club dues in his employment agreement
	Include a sustainability metric in the Company’s executive compensation program		Included sustainability metrics related to climate action goals in our 2023 and 2024 annual cash incentive

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2024 Proxy Statement /7

In connection with feedback from our shareholders and the improved operating environment, our Compensation Committee returned to traditional financial-based metrics for our short- and long-term incentives in 2023.

2023 Annual Performance Incentive Metrics

January 1, 2023 – December 31, 2023 Performance Period

2023 Equity Awards

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WHAT WE DO		WHAT WE DON’T DO
	Annual cash performance incentives earned based on pre-established targets for entity-wide performance		Provide excise tax “gross-ups” on 280G parachute payments
	All NEOs received a combination of performance-based and time-based annual equity awards		Allow officers and directors to hedge, short-sell or pledge shares
	Robust share ownership policy		Provide “single-trigger” change in control payments or benefits
	Robust succession planning process		Reprice stock options without shareholder approval
	Comprehensive clawback policy covering both cash and equity		Provide automatic base salary increases for NEOs

2024 Proxy Statement /9

7665 Corporate Center Drive

Miami, Florida 33126

PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF

SHAREHOLDERS TO BE HELD ON JUNE 13, 2024

This proxy statement (“Proxy Statement”) is being furnished to you in connection with the solicitation of proxies by our Board to be used at our annual general meeting for 2024 to be held at the Pullman Miami, 5800 Blue Lagoon Drive, Miami, Florida 33126, on Thursday, June 13, 2024 at 9:00 a.m. (Eastern time), and any adjournments or postponements thereof (the “Annual General Meeting”).

As always, we encourage you to vote your shares prior to the Annual General Meeting. References in this Proxy Statement to “we,” “us,” “our,” “Company” and “NCLH” refer to Norwegian Cruise Line Holdings Ltd.

Proxy materials for the Annual General Meeting, including this Proxy Statement and our 2023 Annual Report to Shareholders, which includes our 2023 financial statements (“2023 Annual Report”), were first made available to shareholders on or about April 29, 2024.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON JUNE 13, 2024
		The Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2023 Annual Report are available on our website at www.nclhltd.com/investors. The information that appears on our website is provided for convenience only and is not part of, and is not incorporated by reference into, this Proxy Statement. You can also view these materials at www.proxyvote.com by using the control number provided on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).
					As permitted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our shareholders primarily over the Internet. We believe that this process expedites shareholders’ receipt of these materials, lowers the costs of our Annual General Meeting and reduces the environmental impact of mailing printed copies.
		We are mailing to each of our shareholders, other than those who previously requested electronic or paper delivery, a Notice of Internet Availability containing instructions on how to access and review the proxy materials, including the Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2023 Annual Report, on the Internet. The Notice of Internet Availability also contains instructions on how to receive a paper copy of the proxy materials and a proxy card or voting instruction form. If you received a Notice of Internet Availability by mail or our proxy materials by e-mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials on our website at www.nclhltd.com/investors or at www.proxyvote.com.

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