tm242856-1_nonfiling - none

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

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Soliciting Material under §240.14a-12

NORWEGIAN CRUISE LINE HOLDINGS LTD.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) is a leading global cruise company which operates Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises. Our dedicated and passionate team members provide unforgettable vacation experiences to millions of guests each year. With a combined fleet of 32 ships with approximately 66,500 berths, our brands offer itineraries to approximately 700 destinations worldwide. We welcomed three outstanding ships to our fleet in 2023: Vista for Oceania Cruises, Norwegian Viva and the Seven Seas Grandeur®. These deliveries marked a milestone for our Company as we had never taken delivery of three ships in one year during our 57-year history.

Our disciplined newbuild program continues with thirteen additional ships expected to be added to our fleet from 2025 through 2036. These newbuilds include new classes of ships for each of our Company’s three award-winning brands and provides for the steady introduction of cutting-edge vessels into our fleet that will solidify our long-term growth. It also allows us to significantly leverage our operating scale, strengthen our commitment to innovation and enhance our ability to offer our guests new products and experiences, all while providing opportunities to enhance the efficiency of our fleet.

Our brands include a variety of accommodations, from studio staterooms designed for solo travelers to the luxurious 4,443 square-foot Regent Suite, which includes an in-suite spa retreat, 1,300 square-foot wraparound veranda, and glass-enclosed solarium sitting area. Guests on our Norwegian ships can enjoy The Haven, a key-card access enclave on the upper decks of select ships with luxurious suite accommodations, exclusive amenities including a private restaurant, bar, lounge, courtyard with pool, hot tub and fitness center, and 24/7 butler and concierge service.

Norwegian Cruise Line has been breaking the boundaries of traditional cruising for over 57 years. Most notably, the cruise line revolutionized the industry by offering guests the freedom and flexibility to design their ideal vacation on their preferred schedule with no assigned dining and entertainment times and no formal dress codes. Oceania Cruises is the world’s leading culinary- and destination-focused cruise line, which features the finest cuisine at sea and destination-rich itineraries that span the globe. As a leader in luxury cruise experiences, Regent Seven Seas Cruises offers Unrivaled Space at Sea®. Unique to Regent, unlimited complimentary shore excursions are available in every port, which is just the beginning of an extensive list of included luxuries — from round-trip air and gourmet cuisine to unlimited WiFi and valet laundry service.

We are also focused on sustainable destination development and have created two private destinations to enhance the shore experience for our guests: Great Stirrup Cay in the Bahamas and Harvest Caye in Belize. These destinations allow our guests to experience paradise through our private beaches, beachfront cabanas and villas, restaurants and dining options, pools and experiences like ziplines, nature centers and adventure tours. Most recently, we announced the construction of a multi-ship pier in Great Stirrup Cay, which is slated to break ground in summer 2024 and be completed in late 2025.

We recognize that our business is inextricably linked to the health of our planet and communities, and we continue to integrate sustainable priorities into our business strategy and objectives. Our global sustainability program, Sail & Sustain, is focused on driving a positive impact on society through five pillars: empowering people, reducing environmental impact, strengthening our communities, sailing safely and operating with integrity and accountability.

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7665 Corporate Center Drive
Miami, Florida 33126

NOTICE OF 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS

When

Thursday, June 13, 2024 at 9:00 a.m. (Eastern time)

Where

Pullman Miami
5800 Blue Lagoon Drive
Miami, Florida 33126

Items of
Business

Proposal 1

Election of the following director nominees to serve as Class II directors on our board of directors for the terms described in the attached Proxy Statement:

•

Stella David

•

Mary E. Landry

Proposal 2

Approval, on a non-binding, advisory basis, of the compensation of our named executive officers

Proposal 3

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

Proposal 4

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

Additional
Items

Receive the audited financial statements (together with the auditor’s report) for the year ended December 31, 2023 pursuant to the Bermuda Companies Act 1981, as amended, and our bye-laws

Consider any other business which may properly come before the 2024 Annual General Meeting or any postponement or adjournment

Attending the
Annual General
Meeting

You will be asked to provide photo identification and appropriate proof of ownership to attend the meeting. You can find more information under “About the Annual General Meeting and Voting” in the accompanying Proxy Statement.

Who Can Vote

Holders of each NCLH ordinary share at the close of business on April 3, 2024

		How to Vote in Advance
		Your vote is important. Please vote as soon as possible by one of the methods shown below. Be sure to have your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials in hand:
					By telephone — You can vote your shares by calling the number provided in your proxy card or voting instruction form
					By Internet — You can vote your shares online at www.proxyvote.com
					By mail — Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Norwegian Cruise Line Holdings Ltd.’s Proxy Statement and 2023 Annual Report are available at www.nclhltd.com/investors or www.proxyvote.com

All shareholders are cordially invited to attend the meeting. We direct your attention to the accompanying Proxy Statement. Whether or not you plan to attend the meeting, you are urged to submit your proxy or voting instructions as promptly as possible by Internet, telephone, or mail to ensure your representation and the presence of a quorum at the Annual General Meeting. If you attend the meeting and wish to vote at the meeting, you may withdraw your proxy or voting instructions and vote your shares personally. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.

April 29, 2024

By Order of the Board of Directors,

Daniel S. Farkas
Executive Vice President, General Counsel, Chief Development Officer and Secretary

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Cautionary Statement Concerning Forward-looking Statements and Website References

Some of the statements, estimates and projections contained in this Proxy Statement are “forward-looking statements” within the meaning of the U.S. federal securities laws, and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained, or incorporated by reference, in this Proxy Statement, including, without limitation, those regarding our business strategy, financial position, results of operations, objectives for future operations, expectations regarding expected fleet additions, plans or goals for our sustainability program and decarbonization efforts are forward-looking statements. Many, but not all, of these statements can be found by looking for words like “expect,” “anticipate,” “goal,” “project,” “plan,” “believe,” “seek,” “will,” “may,” “forecast,” “estimate,” “intend,” “future” and similar words. Forward-looking statements do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to, the impact of: adverse general economic factors, such as fluctuating or increasing levels of interest rates, inflation, unemployment, underemployment and the volatility of fuel prices, declines in the securities and real estate markets, and perceptions of these conditions that decrease the level of disposable income of consumers or consumer confidence; implementing precautions in coordination with regulators and global public health authorities to protect the health, safety and security of guests, crew and the communities we visit and to comply with related regulatory restrictions; our indebtedness and restrictions in the agreements governing our indebtedness that require us to maintain minimum levels of liquidity and be in compliance with maintenance covenants and otherwise limit our flexibility in operating our business, including the significant portion of assets that are collateral under these agreements; our ability to work with lenders and others or otherwise pursue options to defer, renegotiate, refinance or restructure our existing debt profile, near-term debt amortization, newbuild related payments and other obligations and to work with credit card processors to satisfy current or potential future demands for collateral on cash advanced from customers relating to future cruises; our need for additional financing or financing to optimize our balance sheet, which may not be available on favorable terms, or at all, and our outstanding exchangeable notes and any future financing

which may be dilutive to existing shareholders; the unavailability of ports of call; future increases in the price of, or major changes, disruptions or reduction in, commercial airline services; changes involving the tax and environmental regulatory regimes in which we operate, including new regulations aimed at reducing greenhouse gas emissions; the accuracy of any appraisals of our assets; our success in controlling operating expenses and capital expenditures; trends in, or changes to, future bookings and our ability to take future reservations and receive deposits related thereto; adverse events impacting the security of travel, or customer perceptions of the security of travel, such as terrorist acts, armed conflict, such as Russia’s invasion of Ukraine or the Israel-Hamas war, or threats thereof, acts of piracy, and other international events; public health crises, including the COVID-19 pandemic, and their effect on the ability or desire of people to travel (including on cruises); adverse incidents involving cruise ships; our ability to maintain and strengthen our brand; breaches in data security or other disturbances to our information technology systems and other networks or our actual or perceived failure to comply with requirements regarding data privacy and protection; changes in fuel prices and the type of fuel we are permitted to use and/or other cruise operating costs; mechanical malfunctions and repairs, delays in our shipbuilding program, maintenance and refurbishments and the consolidation of qualified shipyard facilities; the risks and increased costs associated with operating internationally; our inability to recruit or retain qualified personnel or the loss of key personnel or employee relations issues; impacts related to climate change and our ability to achieve our climate-related or other sustainability goals; our inability to obtain adequate insurance coverage; pending or threatened litigation, investigations and enforcement actions; volatility and disruptions in the global credit and financial markets, which may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees; any further impairment of our trademarks, trade names or goodwill; our reliance on third parties to provide hotel management services for certain ships and certain other services; fluctuations in foreign currency exchange rates; our expansion into new markets and investments in new markets and land-based destination projects; overcapacity in key markets or globally; and other factors set forth under “Risk Factors” in our most recently filed Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission. The above examples are not exhaustive

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and new risks emerge from time to time. There may be additional risks that we consider immaterial or which are unknown. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we expect to operate in the future. These forward-looking statements speak only as of the date made. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any

forward-looking statement to reflect any change in our expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.

References to our website throughout this Proxy Statement and the information contained therein or connected thereto are provided for convenience only and the content thereof is not incorporated into, and does not constitute a part of, this Proxy Statement.

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PROXY STATEMENT

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	PROXY SUMMARY			1

	PROPOSAL 1 — ELECTION OF DIRECTORS			11
	General			11
	Directors Standing for Election			12
	Board Recommendation			13
	Directors Continuing in Office			14

	CORPORATE GOVERNANCE			20
	Shareholder Engagement			20
	Board Diversity			21
	Board of Directors			22
	Board Committees			23
	The Nomination Process			26
	Director Independence			26
	Board, Director and Committee Evaluations			27
	Board Risk Oversight			27
	Sustainability			29
	Succession Planning			32
	Hedging, Pledging and Short Sale Prohibitions			32
	Overboarding Policy			32
	Code of Ethical Business Conduct			33
	Corporate Governance Materials			33
	Communicating with the Board			33

	DIRECTOR COMPENSATION			34
	Director Compensation Program			34
	2023 Director Compensation			35

	PROPOSAL 2 — ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			37
	Board Recommendation			37

	EXECUTIVE COMPENSATION			38
	A Letter from Our Compensation Committee Chairperson			38
	Compensation Discussion and Analysis			39

	COMPENSATION COMMITTEE REPORT			54

	EXECUTIVE COMPENSATION TABLES			55
	2023 Summary Compensation Table			55
	Grants of Plan-Based Awards in 2023 Table			57
	Outstanding Equity Awards at December 31, 2023 Table			58
	Option Exercises and Stock Vested in 2023 Table			59
	Employment Agreements for NEOs — Salary, Annual Cash Performance Incentive Opportunity and Equity			60
	Potential Payments Upon Termination or Change in Control			63
	Compensation Committee Interlocks and Insider Participation			66
	Compensation Risk Assessment			66
	Pay Ratio Disclosure			67
	Equity Compensation Plan Information			67
	Pay Versus Performance Information			68

	PROPOSAL 3 — APPROVAL OF AMENDMENT TO 2013 PERFORMANCE INCENTIVE PLAN			73
	General			73
	Key Features of the Plan			73
	Summary Description of the Plan			74
	U.S. Federal Income Tax Consequences of Awards Under the Plan			77
	Specific Benefits Under the Plan			78
	Potential Dilution			78
	Aggregate Equity Awards Previously Granted Under the Plan			80
	Vote Required for Approval of Amendment to 2013 Performance Incentive Plan			81
	Board Recommendation			82

	PROPOSAL 4 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			83
	Board Recommendation			83

	AUDIT COMMITTEE REPORT			84

	SHARE OWNERSHIP INFORMATION			85
	Security Ownership of Certain Beneficial Owners and Management			85

	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			87
	Review and Approval of Related Party Transactions			87
	Relationships and Transactions			87

	ABOUT THE ANNUAL GENERAL MEETING AND VOTING			88
	Who may vote?			88
	What do I do if I am a shareholder of record?			88
	What do I do if I am a beneficial owner?			88
	What are the requirements to attend the Annual General Meeting?			88
	How do I vote?			89
	How will my shares be voted?			90
	What matters will be presented?			90
	What constitutes a quorum?			91
	What is the vote required for proposals on the agenda?			91
	Can I revoke a proxy?			91
	Who can help answer my questions?			92
	Presentation of Financial Statements			92
	Terms Used in this Proxy Statement			92
	Solicitation of Proxies			93
	Delivery of Documents to Shareholders Sharing an Address			93
	Annual Report on Form 10-K			93
	Important Information and Dates Related to the 2025 Annual General Meeting			94

	APPENDIX A — AMENDMENT TO THE 2013 PERFORMANCE INCENTIVE PLAN			A-1

	APPENDIX B — NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS			B-1

For definitions of terms used in this Proxy Statement, but not otherwise defined, see “Terms Used in this Proxy Statement” on page 92.

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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

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PROXY SUMMARY

Board Nominees

Class II (Term to Expire in 2027)

Name

Age

Director
Since

Independent

Occupation

Committee
Memberships

Other Current
Public Company
Boards

Stella David

2017

Former Chief Executive Officer, William Grant & Sons Limited

•

Nominating & Governance (Chairperson)

•

TESS(1)

•

Entain plc(2)

Mary E. Landry

2018

Former Rear Admiral, U.S. Coast Guard

•

Compensation (Chairperson)

•

TESS

Directors Continuing in Office

Class I (Term Expires in 2026)

Name

Age

Director
Since

Independent

Occupation

Committee
Memberships

Other Current
Public Company
Boards

David M. Abrams

2014

Founder and Co-Managing Partner, Velocity Capital Management

•

Audit

•

TESS

Zillah Byng-Thorne

2022

Former Chief Executive Officer, Future plc

•

Audit

•

Compensation

•

Nominating & Governance

•

TrustPilot
Group plc(2)

•

M&C Saatchi
Group(2)

Russell W. Galbut
(Chairperson)

2015

Managing Principal, Crescent Heights

•

Nominating & Governance

Class III (Term Expires in 2025)

Name

Age

Director
Since

Independent

Occupation

Committee
Memberships

Other Current
Public Company
Boards

José E. Cil

2023

Former Chief Executive Officer, Restaurant Brands International Inc.

•

TESS (Chairperson)

•

Audit

Harry C. Curtis

2021

Former Managing Director, Nomura Instinet

•

Audit (Chairperson)

•

Compensation

Harry Sommer

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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PROXY SUMMARY

Director Skills and Experience

[MISSING IMAGE: tb_directorskill-4c.jpg]

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.

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PROXY SUMMARY

Corporate Governance Information

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PROXY SUMMARY

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.

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PROXY SUMMARY

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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PROXY SUMMARY

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

[MISSING IMAGE: tb_incentivemetrics-4c.jpg]

2023 Equity Awards

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PROXY SUMMARY

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

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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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PROPOSAL 1 — ELECTION OF DIRECTORS

General

Pursuant to our bye-laws, the number of directors on our Board must be at least seven, but no more than eleven, and is determined by resolution of our Board. Our Board currently consists of eight directors and is divided into three classes. The members of each class serve for staggered three-year terms.

Each director holds office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. A director appointed by our Board to fill a vacancy (including a vacancy created by an increase in the size of our Board) will serve for the remainder of the term of the class of directors in which the vacancy occurred and until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal.

At the Annual General Meeting, shareholders will be asked to elect two directors to our Board as Class II

directors. Our Nominating and Governance Committee recommended, and our Board nominated, Ms. Stella David and Ms. Mary E. Landry as our Class II director nominees. If elected, each of the nominees will serve until our 2027 annual general meeting and until her successor is elected and qualified, or until her earlier death, resignation, or removal.

If any of the nominees becomes unable or unwilling for good cause to serve if elected, shares represented by validly delivered proxies will either be voted for the election of a substitute nominee designated by our Board or our Board may determine to reduce the size of our Board. Each person nominated for election has consented to be named in this Proxy Statement and agreed to serve if elected. There are no family relationships between or among any of our executive officers, directors or director nominees.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Directors Standing for Election

Class II Director Nominees (Term to Expire in 2027)

STELLA DAVID
Former Chief Executive Officer, William Grant & Sons Limited

Age: 61

Director Since: January 2017
Independent Director

Committees:

•

Nominating & Governance (Chairperson)

•

TESS

Favorite Newbuild Feature:

“The Fabergé Egg on Seven Seas Grandeur®”

Qualifications and Experiences that Help us Deliver on Our Mission

Ms. David has extensive experience running multi-national corporations and has significant expertise in marketing and branding. As the leader of William Grant & Sons Limited, she was responsible for the significant growth of the business, in particular their premium and luxury brands, and for leading the company’s expansion into new markets. In addition, Ms. David has extensive experience as a director and is able to share the knowledge she has gained regarding corporate governance and risk management with our Board.

Career Highlights

•

Interim Chief Executive Officer, Entain plc, a sports betting and gaming group: December 2023 – Present

•

Interim Chief Executive Officer, C&J Clark Limited, an international shoe manufacturer and retailer: June 2018 – April 2019

•

Chief Executive Officer, William Grant & Sons Limited, an international spirits company: August 2009 – March 2016

•

Various positions at Bacardi Ltd. over a fifteen-year period, including Senior Vice President and Chief Marketing Officer: 2005 – 2009; and Chief Executive Officer of the U.K., Irish, Dutch and African business: 1999 – 2004

Current Public Company Boards

•

Entain plc: March 2021 – Present (LSE listed)

Current Private Company Boards

•

Bacardi Limited: June 2016 – Present

Past Company Boards

•

Domino’s Pizza Group plc: February 2021 – December 2023 (LSE listed)

•

Vue International: January 2023 – December 2023

•

HomeServe Plc: November 2010 – November 2022 (LSE listed)

•

C&J Clark Limited: March 2012 – February 2021

•

Nationwide Building Society: 2003 – 2010

Education

•

Degree in Engineering, Cambridge University

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PROPOSAL 1 — ELECTION OF DIRECTORS

MARY E. LANDRY
Former U.S. Coast Guard Rear Admiral

Age: 67

Director Since: June 2018
Independent Director

Committees:

•

Compensation Committee (Chairperson)

•

TESS

Favorite Newbuild Feature:

“The Bronze Bonsai Cherry Tree Sculpture on Seven Seas Grandeur®”

Qualifications and Experiences that Help us Deliver on Our Mission

Ms. Landry developed a strong background in marine safety, risk management and government policy over the course of her 35-year career with the U.S. government, including service on the White House National Security Council and active duty in the U.S. Coast Guard. In her roles with the U.S. Coast Guard and the White House, Ms. Landry worked on cybersecurity preparedness, policy and guidance. She brings expertise regarding the maritime operations of our Company and deep insight into our risk mitigation, preparedness, resilience and cybersecurity strategies to our Board.

Career Highlights

•

White House National Security Council, Special Assistant to the President and Senior Director for Resilience Policy: 2013 – 2014

•

Various active-duty positions with the U.S. Coast Guard, including: Director, Incident Management Preparedness Policy: 2012 – 2015; Commander, Eighth Coast Guard District: 2009 – 2011, where she oversaw operations for a region including 26 states with over 10,000 active, reserve, civilian, and auxiliary personnel under her command; Director of Governmental and Public Affairs: 2007 – 2009; various tours from 1980 – 2007, which culminated in her advancement to Rear Admiral

Current Industry Boards

•

United States Automobile Association (“USAA”) – Chairperson of the Compensation and Workforce Committee and member of the Risk & Compliance Committee

•

Sea Machines Robotics – Advisory Board Member

•

National Association of Corporate Directors (“NACD”), Florida Chapter – Board Member

Past Industry Boards

•

SCORE Association

Education

•

National Security Fellowship, Harvard University

•

M.A. in Marine Affairs, University of Rhode Island

•

M.A. in Management, Webster University

•

B.A. in English, University of Buffalo

•

NACD Board Leadership Fellow

•

NACD Directorship Certified®

•

Holds the NACD CERT Certificate in Cybersecurity Oversight

•

Holds Corporate Director Certificate, Harvard Business School

Board Recommendation

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
“FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE.

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Directors Continuing in Office

The following is biographical information on the remainder of our directors continuing in office as well as the key attributes, experience and skills that our Board believes such current directors contribute to our Board.

Class I (Term Expires in 2026)

DAVID M. ABRAMS
Founder and Co-Managing Partner, Velocity Capital Management

Age: 57

Director Since: April 2014
Independent Director

Committees:

•

Audit

•

TESS

Favorite Newbuild Feature:

“Aquamar Kitchen on Vista”

Qualifications and Experiences that Help us Deliver on Our Mission

Mr. Abrams shares over 25 years of experience in sports and entertainment, private equity, finance and investment banking with our Board. His expertise includes developing new businesses, financial strategy and the credit markets.

Career Highlights

•

Founder and Co-Managing Partner, Velocity Capital Management: November 2021 – Present

•

Chief Investment Officer, Harris Blitzer Sports and Entertainment, which owns the Philadelphia 76ers, the New Jersey Devils, the Prudential Center and esports franchise, Dignitas: November 2018 – November 2021

•

Partner, Apollo Global Management, LLC, and founder of the Apollo European Principal Finance Fund franchise, which he ran from 2007 – 2015

•

Controlling shareholder of Keemotion SPRL, a leading sports technology company with operations in the U.S. and Europe: January 2015 – Present

•

Co-Managing Partner of the Scranton/Wilkes-Barre RailRiders, the AAA-Affiliate of the New York Yankees: November 2014 – Present

•

Managing Director, Leveraged Finance Group, Credit Suisse, based in London and New York: 1996 – 2007

•

Founder and Head of the Specialty Finance Investment business, Credit Suisse, which included investing in non-performing loans portfolios and distressed assets: 2004 – 2007

•

Founding member and Co-Head, Global Distressed Sales and Trading Group, Credit Suisse (and its predecessor Donaldson, Lufkin & Jenrette, Inc.): 1996 – 2004

•

Associate/Vice President, Argosy Group, a boutique corporate restructuring firm

•

Analyst, Investment Banking Division, Bear Stearns & Co.: 1989

Past Public Company Boards

•

Cansortium Inc. (CSE listed)

Education

•

B.S. in Economics, Wharton School of Business, University of Pennsylvania

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PROPOSAL 1 — ELECTION OF DIRECTORS

ZILLAH BYNG-THORNE
Former Chief Executive Officer, Future plc

Age: 49

Director Since: November 2022
Independent Director

Committees:

•

Audit

•

Compensation Committee

•

Nominating and Governance

Favorite Newbuild Feature:

“The Serene Spa & Wellness™ on Seven Seas Grandeur®”

Qualifications and Experiences that Help us Deliver on Our Mission

Ms. Byng-Thorne shares her significant strategy, operations, technology, marketing, and talent management expertise with our Board. She has extensive technology sector experience, spanning online gaming, digital media and e-commerce. With over 20 years of experience as an executive officer, she has demonstrated a focus on driving operational excellence and is a proven people manager, identifying and developing talent at the senior level.

Career Highlights

•

Operating Partner, True Capital Limited: August 2023 – Present

•

Chief Executive Officer, Future plc: April 2014 – March 2023

•

Chief Financial Officer, Future plc: November 2013 – March 2014

•

Interim Chief Executive Officer, Trader Media Group (owner of Auto Trader): 2012 – 2013

•

Chief Financial Officer, Trader Media Group (owner of Auto Trader): 2009 – 2012

•

Commercial Director and Chief Financial Officer, Fitness First: 2006 – 2009

•

Chief Financial Officer, Thresher Group: 2002 – 2006

Current Public Company Boards

•

Chairperson, TrustPilot Group plc (LSE listed)

•

Executive Chair, M&C Saatchi Group (LSE Listed)

Past Public Company Boards

•

Future plc (LSE listed)

•

Flutter Entertainment plc (LSE listed)

•

THG plc (LSE listed)

•

GoCo Group plc (formerly LSE listed)

Current Private Company Boards

•

Non-Executive Director, MiQ

•

Non-Executive Director, GWI

•

Non-Executive Director, CarTrawler

Education

•

M.A. in Management, Glasgow University

•

MSc in Behavioural Change, Henley Business School

•

Chartered Management Accountant (The Chartered Institute of Management Accountants)

•

Qualified Treasurer (Association of Corporate Treasurers)

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[MISSING IMAGE: ph_russellgalbut-4c.jpg]

RUSSELL W. GALBUT
Managing Principal, Crescent Heights

Age: 71

Chairperson of our Board

Director Since: November 2015
Independent Director

Committees:

•

Nominating & Governance

Favorite Newbuild Feature:

“Indulge Food Hall on Norwegian Viva”

Qualifications and Experiences that Help us Deliver on Our Mission

For over 35 years, Mr. Galbut has been active in the urban mixed-use real estate sector, which has included fostering relationships with complementary retail, hospitality, and food and beverage brands. Mr. Galbut provides our Board with unique insights into complex development projects such as our private island destinations, port development projects and design and hotel operations for our newbuild ships.

Career Highlights

•

Managing Principal, Crescent Heights, a leading urban real estate firm, specializing in the development, ownership, and operation of architecturally distinctive, mixed-use high-rises in major cities across the United States: 1989 – Present

Past Public Company Boards

•

New Beginnings Acquisition Corp. (NYSE American, LLC: NBA)

•

Black Spade Acquisition Co (NYSE: BSAQU)

Current Academic Boards

•

The Dean’s Advisory Board, Cornell University School of Hotel Administration

Past Private Company Boards

•

Prestige (prior to the Acquisition)

•

Capital Bank

•

Gibraltar Private Bank & Trust Company

Education

•

J.D., University of Miami School of Law

•

B.S., Cornell University, School of Hotel Administration

•

Certified Public Accountant (inactive license)

•

Former attorney (inactive license)

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Class III (Term Expires in 2025)

JOSÉ E. CIL
Former Chief Executive Officer, Restaurant Brands International Inc.

Age: 54

Director Since: October 2023
Independent Director

Committees:

•

TESS (Chairperson)

•

Audit

Favorite Newbuild Feature:

“The Belvedere Bar on Norwegian Viva”

Qualifications and Experiences that Help us Deliver on Our Mission

Mr. Cil shares his extensive experience in the restaurant industry, which has significant parallels with the cruise industry, with our Board. With over 20 years of experience, he is an exceptional leader with a proven track record of driving growth both domestically and internationally, while maintaining a strong focus on financial results and shareholder profits. His collaborative leadership style, results-oriented mindset and proven ability to transform and grow global businesses enhances the collective expertise of our Board. Mr. Cil also led the development of Restaurant Brands International Inc.’s (“RBI”) sustainability framework, Restaurant Brands for Good, during his tenure. Mr. Cil was identified for consideration by our Nominating and Governance Committee as a director nominee through a third-party search firm.

Career Highlights

•

Advisor, RBI: March 2023 – March 2024

•

Chief Executive Officer, RBI, which owns Tim Hortons®, Burger King®, Popeyes® and Firehouse Subs®: January 2019 – March 2023

•

Global President, Burger King: December 2014 – January 2019

•

President, Burger King Europe, Middle East & Africa: November 2010 – December 2014

•

Vice President and Regional General Manager, South Florida, Wal-Mart Stores, Inc.: February 2010 – November 2010

•

Various positions with Burger King Corporation (prior to its merger with Tim Hortons and restructuring into RBI), including Vice President, Company Operations, US: September 2008 – January 2010

Current Private Company Boards

•

Director, Restaurant Brands Iberia

Past Public Company Boards

•

Board Member, Carrols Restaurant Group, Inc. (NASDAQ: TAST): January 2015 – February 2020

Current Community and Academic Boards

•

Executive Board of Advisors of Florida International University’s Chaplin School of Hospitality & Tourism Management

•

Board of Advisors, Belen Jesuit Preparatory School

Education

•

J.D., University of Pennsylvania Law School

•

B.A., Tulane University

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PROPOSAL 1 — ELECTION OF DIRECTORS

HARRY C. CURTIS
Former Managing Director, Nomura Instinet

Age: 66

Director Since: October 2021
Independent Director

Committees:

•

Audit (Chairperson)

•

Compensation Committee

Favorite Newbuild Feature:

“Vista’s new signature restaurant, Ember”

Qualifications and Experiences that Help us Deliver on Our Mission

Mr. Curtis enhances our Board with insights gained in his approximately 30 years in equity research specializing in the gaming, lodging and leisure industry. His strengths include deep cruise industry knowledge, ability to identify investor sentiment and a comprehensive understanding of the key drivers of our Company’s business model. He developed a wide following and has been recognized by institutional investors for his financial expertise and innovation in equity research.

Career Highlights

•

Managing Director, Nomura Instinet: 2010 – 2020

•

Managing Director, Chilton Investment Co.: 2008 – 2010

•

Managing Director, JP Morgan: 2002 – 2008

•

Visiting Professor, University of Nevada: 2002 – 2007

•

Partner/Managing Director, Robertson Stephens: 1998 – 2002

•

Vice President, Equity Research, Smith Barney: 1995 – 1997

•

Vice President, Equity Research, Hanifen Imhoff: 1992 – 1995

Education

•

B.A. in English, Connecticut College

•

Chartered Financial Analyst

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PROPOSAL 1 — ELECTION OF DIRECTORS

HARRY SOMMER
President and Chief Executive Officer of our Company

Age: 56

Director Since: July 2023

Favorite Newbuild Feature:

“The Drop and Rush on Norwegian Viva”

Qualifications and Experiences that Help us Deliver on Our Mission

Mr. Sommer brings his extensive knowledge and more than 30 years of experience in the cruise industry to our Board. Since becoming President and Chief Executive Officer in July 2023, Mr. Sommer has overseen the successful delivery of two newbuilds for our Company’s fleet, Norwegian Viva and Seven Seas Grandeur. He previously served as President and Chief Executive Officer of the Company’s largest cruise line, Norwegian Cruise Line, where he oversaw the brand’s entire operations. Under his leadership, Norwegian Cruise Line navigated the industry’s toughest period in history and relaunched operations after an approximately 500-day pause due to the pandemic-related global cruise voyage suspension. Simultaneously, he led Norwegian Cruise Line to introduce the first-in-class Norwegian Prima, the first of six ships in the brand’s new class of ships that saw record-breaking bookings in 2022. Mr. Sommer was appointed to the Board in connection with his appointment as President and Chief Executive Officer and provides a vital link between our Board and our management team.

Career Highlights

•

President and Chief Executive Officer, NCLH: July 2023 – Present

•

President and Chief Executive Officer – Elect, NCLH: April 2023 – June 2023

•

President and Chief Executive Officer, Norwegian Cruise Line: January 2020 – March 2023

•

President, International, NCLH: January 2019 – January 2020

•

Executive Vice President, International Business Development, NCLH: May 2015 – January 2019

•

Executive Vice President and Chief Integration Officer, NCLH: February 2015 – May 2015

•

Senior Vice President and Chief Marketing Officer of Prestige Cruises International Ltd. or its predecessors (“Prestige”): October 2013 – February 2015

•

Senior Vice President, Finance, and Chief Information Officer of Prestige: September 2011 – October 2013

•

Senior Vice President, Accounting, Chief Accounting Officer and Controller of Prestige: August 2009 – August 2011

•

Co-founder and President of Luxury Cruise Center, a high-end travel agency: 2002 – 2008

•

Vice President, Relationship Marketing for Norwegian Cruise Line: 2000 – 2001

Education

•

M.B.A., Pace University

•

B.B.A., Baruch College

•

Certified Public Accountant (inactive license)

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Shareholder Engagement

We believe that strong relationships with our shareholders are critical to our long-term success. Our shareholder outreach program is led by a cross-functional team including members of our Investor Relations, Sustainability and Legal Departments at the direction of our Board. Through this year-round outreach, we solicit feedback on our executive compensation program, corporate governance, disclosure practices, corporate sustainability programs and long-term goals. We frequently include our Board members in our engagement meetings and share feedback with our entire Board. We also periodically ask our investment bankers to provide updates to our Board regarding investor sentiment.

At our 2023 Annual General Meeting, approximately 63.2% of our shareholders approved, on an advisory basis, the compensation of our NEOs in 2022 (our “2023 Say-on-Pay Vote”). While this was an improvement in our results from the previous year, our Board and Compensation Committee felt that additional steps should continue to be taken to both hear and address the concerns of our shareholders. We engaged directly with our shareholders to discuss our compensation program throughout 2023 and 2024.

In response to our 2023 Say-on-Pay Vote, we further enhanced our engagement efforts by initiating additional compensation-related conversations with our shareholders through 2024. These conversations were planned so that we could discuss the substantial changes our Compensation Committee made to our compensation program to address shareholder feedback. The Chairperson of our Compensation Committee, Ms. Landry, participated in engagement meetings during 2023 and 2024. Our Executive Vice President, General Counsel, Chief Development Officer and Secretary, our Senior Vice President, Assistant General Counsel, Securities, Sustainability and Compliance and our Head of Investor Relations and Corporate Communications also participated in the engagement process.

Following our 2023 Say-on-Pay Vote, we initiated engagement about our compensation program with our top institutional holders, which represented approximately 50% of our total outstanding shares as of year-end 2023. We held conversations, sometimes over the course of multiple meetings, with holders representing approximately 36% of our outstanding shares as of year-end 2023.

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Board Diversity

Our Board’s commitment to seeking out well-qualified Board candidates that include women and minority candidates as well as candidates with diverse backgrounds is formalized in our Corporate Governance Guidelines. Under-represented minority (“URM”) refers to individuals who identify as racially or ethnically diverse. We currently have three female directors and one director who identifies as a URM on our Board. Our Nominating and Governance Committee regularly works with a third-party search firm to identify additional well-qualified candidates for consideration as potential future Board candidates.

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Board of Directors

Board Leadership Structure

Chairperson: Russell W. Galbut Number of Board Meetings in 2023 Board and Committee Meeting Attendance by All Directors Annual General Meeting Attendance by Directors1 1Mr. Aron, who served on our Board until October 2023, did not attend the Annual General Meeting.	Our Board believes its current leadership structure best serves the objectives of our Board’s oversight of management, our Board’s ability to carry out its roles and responsibilities on behalf of our shareholders, and our overall corporate governance. Our Board and each of its committees are currently led by independent directors, with our President and Chief Executive Officer separately serving as a member of our Board. Our Board believes that the participation of our President and Chief Executive Officer as a director, while keeping the roles of President and Chief Executive Officer and Chairperson of the Board separate, provides the proper balance between independence and management participation at this time. By having a separate Chairperson of the Board, we maintain an independent perspective on our business affairs, and at the same time, through the President and Chief Executive Officer’s participation as a director, our Board maintains a strong link between management and our Board. We believe this leadership structure promotes clear communication, enhances strategic planning, and improves implementation of corporate strategies. Our current leadership structure is:

	• Harry Sommer	President, Chief Executive Officer and Director
	• Russell W. Galbut*	Chairperson of the Board
	• Harry C. Curtis*	Chairperson of the Audit Committee
	• Mary E. Landry*	Chairperson of the Compensation Committee
	• Stella David*	Chairperson of the Nominating and Governance Committee
	• José E. Cil*	Chairperson of the TESS Committee
	* Independent Director Our Board periodically reviews the leadership structure of our Board and may make changes in the future.

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Board Meeting Attendance

During 2023, there were seven meetings of our Board, four meetings of our Audit Committee, six meetings of our Compensation Committee, five meetings of our Nominating and Governance Committee and four meetings of our TESS Committee. Each of our directors attended more than 75% of the aggregate of all meetings of our Board and of any committees on which he or she served during 2023. Pursuant to our Corporate Governance Guidelines, in addition to regularly scheduled Board meetings, during 2023, our independent directors held five regularly scheduled executive

sessions without the presence of Company management. Our Chairperson of the Board presides at such executive sessions.

We do not have a formal policy regarding Board member attendance at the annual general meeting of shareholders. All of our then-current directors and director nominees, other than Mr. Aron who served on our Board until October 2023, attended the annual general meeting of shareholders in 2023 in person or telephonically.

Board Committees

The standing committees of our Board include the Audit Committee, Compensation Committee, Nominating and Governance Committee and TESS Committee. Each committee has adopted a written charter and a copy of each committee charter is posted under “Corporate

Governance” on our website at www.nclhltd.com/investors. In addition to these committees, our Board may, from time to time, authorize additional Board committees to assist the Board in its responsibilities.

Chairperson:
Harry C. Curtis

Number of
Meetings in 2023

Other Committee Members

•

David Abrams

•

Zillah Byng-Thorne

•

José E. Cil

Audit Committee

Primary Responsibilities

The principal duties and responsibilities of our Audit Committee are to:

•

oversee and monitor the integrity of our financial statements;

•

monitor our financial reporting process and internal control system;

•

appoint our independent registered public accounting firm from time to time, determine its compensation and other terms of engagement, assess its independence and qualifications and oversee its work;

•

review our policies and guidelines with respect to risk assessment and management, and discuss with management our major risk exposures;

•

oversee the performance of our Internal Audit function; and

•

oversee our compliance with legal, ethical and regulatory matters.

Our Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties.

Independence

All Audit Committee members are considered independent as defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under applicable rules of the New York Stock Exchange (the “NYSE”). Mr. Galbut, who served on our Audit Committee through December 31, 2023, was considered independent during his service.

Audit Committee Financial Experts

Our Board has determined that each of our Audit Committee members qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. Their biographies are available under “Proposal 1 — Election of Directors.”

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Chairperson:
Mary E. Landry

Number of Meetings in 2023

Other Committee Members

•

Zillah Byng-Thorne

•

Harry C. Curtis

Compensation Committee

Primary Responsibilities

The principal duties and responsibilities of our Compensation Committee are to:

•

provide oversight of the planning, design and implementation of our overall compensation and benefits strategies;

•

establish and administer incentive compensation, benefit and equity-related plans;

•

approve (or recommend that our Board approve) changes to our executive compensation plans, incentive compensation plans, equity-based plans and benefits plans;

•

establish corporate goals, objectives, salaries, incentives and other forms of compensation for our President and Chief Executive Officer and our other executive officers;

•

provide oversight of and review the performance of our President and Chief Executive Officer and other executive officers;

•

consider and discuss with management the risks inherent in the design of the Company’s compensation plans, policies and practices;

•

provide oversight of and review our share ownership and clawback policies; and

•

review and make recommendations to our Board with respect to the compensation and benefits of our non-employee directors.

Our Compensation Committee is also responsible for reviewing the “Compensation Discussion and Analysis” and for preparing the Compensation Committee Report included in this Proxy Statement.

Our Compensation Committee considers recommendations of our President and Chief Executive Officer in reviewing and determining the compensation, including equity awards, of our other executive officers. In addition, our Compensation Committee has the power to appoint and delegate matters to a subcommittee comprised of at least one member of our Compensation Committee. Our Compensation Committee does not currently intend to delegate any of its responsibilities to a subcommittee.

Our Compensation Committee is authorized to retain compensation consultants to assist in the review and analysis of the compensation of our executive officers. As further described under “Executive Compensation — Compensation Discussion and Analysis”, our Compensation Committee engaged Korn Ferry during 2023 to advise it regarding the amount and types of compensation that we provide to our executive officers, how our compensation practices compared to the compensation practices of other companies and to advise on matters related to our incentive compensation structures. Our Compensation Committee has assessed the independence of Korn Ferry and concluded that its engagement of Korn Ferry did not raise any conflict of interest.

Independence

All Compensation Committee members are considered independent under applicable NYSE rules and satisfy the additional independence requirements specific to Compensation Committee membership under the NYSE listing standards.

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Chairperson:
Stella David

Number of
Meetings in 2023

Other Committee Members

•

Zillah Byng-Thorne

•

Russell W. Galbut

Nominating and Governance Committee

Primary Responsibilities

The principal duties and responsibilities of our Nominating and Governance Committee are to:

•

establish criteria for our Board and committee membership, identify individuals qualified to become members of the Board of Directors and recommend to our Board qualified individuals to become members of our Board;

•

make recommendations to our Board regarding the size and composition of our Board and its committees;

•

advise and make recommendations to our Board regarding proposals submitted by our shareholders;

•

oversee the evaluation of our Board, its committees and management;

•

make recommendations to our Board regarding management succession;

•

make recommendations to our Board regarding our Board’s governance matters and practices; and

•

oversee our political spending and lobbying policies and practices.

Independence

All Nominating and Governance Committee members are considered independent under applicable NYSE rules. Ms. Landry, who served on our Nominating and Governance Committee through December 31, 2023, was considered independent during her service.

Chairperson:
José E. Cil

Number of
Meetings in 2023

Other Committee Members

•

David Abrams

•

Stella David

•

Mary E. Landry

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

Primary Responsibilities

The principal duties and responsibilities of our TESS Committee are to:

•

oversee matters, initiatives, reporting and public communications related to sustainability, environmental and climate-related matters;

•

oversee matters, initiatives, reporting and public communications related to human capital matters (including our Company’s culture, talent development, employee retention and diversity, equity and inclusion) as well as other corporate social responsibility matters;

•

oversee our programs and policies related to technology and innovation and cyber and information security, including data protection and privacy;

•

oversee our policies regarding safety and security; and

•

review with management significant risks related to technology, cyber and information security (including data protection and privacy), safety, security, human capital, and sustainability, environmental and climate-related matters.

Independence

All TESS Committee members are considered independent under applicable NYSE rules.

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The Nomination Process

Our Nominating and Governance Committee regularly evaluates our Board to ensure that our directors have the broad range of skills, expertise, industry knowledge and diversity of background and experience needed to support our long-term strategy. Prior to each annual general meeting of shareholders, our Nominating and Governance Committee recommends to our Board nominee candidates that it has found to be well-qualified, willing and available to serve. In addition, our Nominating and Governance Committee recommends candidates to serve on our Board at other times during the year, as needed.

As described in our Corporate Governance Guidelines, our Nominating and Governance Committee seeks to recommend directors who: (1) understand elements relevant to the success of a publicly traded company, (2) understand our business and (3) have a strong educational and professional background. In selecting director nominees, our Nominating and Governance Committee also considers the individual’s independence, character, ability to exercise sound judgment and demonstrated leadership skills. The Board is also committed to seeking out well-qualified Board candidates, including women and minority candidates as well as candidates with diverse backgrounds, experiences and skills, as part of each Board search the Company undertakes in the context of the needs of the Board. Our Nominating and Governance Committee may engage a third-party search firm to assist it in identifying candidates for our Board and has regularly done so in past searches. Our Nominating and Governance

Committee also considers the other time commitments of directors and director candidates to ensure they can dedicate appropriate time to our Board and respective committees.

Our Nominating and Governance Committee will identify and consider candidates suggested by outside directors, management and/or shareholders and evaluate them in accordance with its established criteria. Director candidates recommended by shareholders will be considered in the same manner as recommendations from other sources. If a shareholder desires to recommend a director candidate for consideration by our Nominating and Governance Committee, recommendations should be sent in writing to the General Counsel and Secretary, Norwegian Cruise Line Holdings Ltd., 7665 Corporate Center Drive Miami, Florida 33126, together with appropriate biographical information concerning each proposed director candidate.

Our Nominating and Governance Committee may request such additional information concerning the director candidate as it deems reasonably necessary to determine the eligibility and qualification of the director candidate to serve as a member of our Board. Shareholders who are recommending candidates for consideration by our Board in connection with the next annual general meeting of shareholders should submit their written recommendation no later than January 1 of the year of that meeting.

Director Independence

Our Board has affirmatively determined that seven of our eight directors, Mr. David M. Abrams, Ms. Zillah Byng-Thorne, Mr. José E. Cil, Ms. Stella David, Mr. Russell W. Galbut, Ms. Mary E. Landry and Mr. Harry C. Curtis, are independent under the applicable rules of the NYSE. Our Board determined that Mr. Harry Sommer is not independent under applicable NYSE rules due to his employment with the Company. Our Board also determined that Mr. Adam Aron, who resigned from our Board in October 2023, was not considered independent under the applicable rules of the NYSE during his time on our Board. In considering the independence of each director, our Board reviews information provided by each director and considers whether any director has a material relationship with us

(either directly or as a partner, shareholder or officer of an organization that has a relationship with us).

In connection with the review of Mr. Galbut’s independence, our Board and Nominating and Governance Committee considered an investment, with a total potential value of approximately $6 million, that a trust affiliated with Mr. Frank J. Del Rio, our former President and Chief Executive Officer, and Mr. Frank A. Del Rio had made in a property being developed by an entity affiliated with Mr. Galbut. Following a review of the relevant facts, our Board and Nominating and Governance Committee determined that Mr. Galbut maintained his independence pursuant to the applicable rules of the NYSE.

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Board, Director and Committee Evaluations

Each fall, our Nominating and Governance Committee leads our Board and its committees through a formal evaluation process. All members of our Board complete written questionnaires regarding the Board, its committees and general matters of strategy and focus. These questionnaires are designed to elicit information that will ultimately help improve the effectiveness of the Board and each committee. In 2022, we evolved our evaluation process to include questions soliciting anonymous feedback regarding individual directors. The feedback from these questionnaires is then analyzed and discussed by both the Nominating and Governance Committee and the full Board to ensure that appropriate steps are taken to address any opportunities for

improvement. For example, previous evaluations resulted in:

•

changes to the composition of our committees and leadership,

•

an increased focus on talent reviews and succession planning, including additional opportunities for Board members to engage with members of management in formal and informal settings,

•

the formation of the TESS Committee, and

•

the creation of a dedicated Sustainability Department.

Board Risk Oversight

Our Board recognizes that effective risk oversight is critical to our long-term success and the fulfillment of its fiduciary duties to our shareholders. While our management team is responsible for the day-to-day management of our risks and implementing appropriate risk management strategies, our Board is responsible for

setting the correct tone at the top, fostering an appropriate culture of risk management, understanding our enumerated top risks and monitoring how management mitigates such risks. Our Board uses its committees to assist in their risk oversight function as described below.

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At regular meetings of our Board, committee members report to the full Board regarding matters reported and discussed at committee meetings, including matters relating to risk assessment or risk management. Members of management provide regular reports to our Board, or its committees, regarding business operations, strategic planning, financial planning, cybersecurity, privacy, legal, environmental and climate-related matters, social and governance matters, compliance and regulatory matters, succession planning and human capital management, including any material risk to us relating to such matters. Our TESS Committee reviews metrics and information regarding our cybersecurity and privacy programs and the sustainability topics it is responsible for overseeing on at least a quarterly basis. At each meeting of our TESS Committee, members of the management team that are responsible for the areas our TESS Committee oversees have the opportunity to conduct a deep dive discussion regarding the relevant matter. For example, these meetings have resulted in detailed discussions about privacy and data governance, cybersecurity and related risks, technology risks, greenhouse gas emissions reporting and climate action. Our President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, Executive Vice President, General Counsel, Chief Development Officer and Secretary, Executive Vice

President, Chief Talent Officer and Senior Vice President, Assistant General Counsel, Securities, Sustainability and Compliance regularly attend meetings of our Board and its committees when they are not in executive session, and often report on and or supplement discussions on matters that may not be otherwise addressed.

Our Audit Committee also receives regular reports from our Senior Vice President of Internal Audit and Enterprise Risk Management, who facilitates our enterprise risk management process on behalf of management and our Audit Committee, to allow our major business risks to be assessed and managed appropriately. In addition, our management team is encouraged to communicate directly with directors regarding matters of interest, including matters related to risk, at times when meetings are not being held.

Our Board believes that the structure and assigned responsibilities described above provide the appropriate focus, oversight and communication of key risks we face. Our Board also believes that the processes it has established to administer our Board’s risk oversight function would be effective under a variety of leadership frameworks and therefore do not have a material effect on our Board’s leadership structure.

Sustainability

Sail & Sustain

Our global sustainability program, Sail & Sustain, is centered around our commitment to drive a positive impact on society and the environment while delivering on our vision to be the vacation of choice for everyone around the world. We offer itineraries to approximately 700 destinations globally, allowing our guests to travel and explore the world. Our business is inextricably linked to the preservation of our planet and the protection of our shared resources. We recognize our ethical, social and environmental responsibilities and are committed to maintaining our high standards of operational excellence, achieving results the right way and creating value for both our business and our stakeholders.

Our sustainability strategy is focused on five pillars: empowering people, reducing environmental impact, strengthening our communities, sailing safely and operating with integrity and accountability. The strategy was developed through cross-functional collaboration with key internal and external stakeholders and informed by our materiality assessment.

Our annual Sail & Sustain report, which is available on our website at www.nclhltd.com/sustainability, provides transparency to our stakeholders, with new goals and initiatives across our pillars.

Empowering People

It is our privilege to work in a community of approximately 41,000 team members around the globe. We firmly believe our culture and commitment to empowering people allows us to attract and retain top talent, while simultaneously providing robust career development opportunities that ultimately result in significant value to all our stakeholders from guests to shareholders. In 2023, we reinforced our commitment to culture by redefining our culture value anchors of Collaboration, Innovation, Transparency, and Passion. Along with a

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history of strong return rates across our shoreside and shipboard teams, our commitment to culture is reflected in our awards and accolades, including our inclusion on the Forbes 2023 list of World’s Best Employers.

Our Company is committed to fostering an inclusive workforce, where diverse backgrounds are appreciated, engaged, and empowered to generate and execute innovative ideas. Our Company operates globally with team members representing over 110 countries. We believe our Board of Directors reflects the diverse backgrounds of the members of our organization, including having three female directors and one director from an under-represented minority community. In January 2023, Ms. Andrea DeMarco became our first female brand President when she took the helm as President, Regent Seven Seas Cruises.

To foster a thoughtful, empowering and inclusive culture, we seek to leverage the talents of all team members and commit to equal employment opportunity (“EEO”) as detailed in our Company’s EEO policy. In 2023, following listening sessions with team members, NCLH PRIDE was established as a new resource group for our LGBTQ+ communities and its allies, as well as a new parent mentor group to offer further support to working parents returning to the workforce. In early 2022, we launched a new diversity in leadership team member resource group, EMBRACE. The initial objectives of this group include promoting diversity of thought, journeys,

and perspectives within our management teams and serving as a feedback channel between front-line team members and leadership. We encourage the development of new female leaders through our mentorship program and our female executive networking group, Elevate. Our mentorship program encourages team members of all genders and backgrounds to develop leadership skills, cultivate relationships and identify growth opportunities.

In 2023, we also expanded our benefits package, including physical, financial and emotional well-being benefits. We are especially proud of the NCLH Wellness at Sea initiative, which was introduced to shipboard team members to enhance a wellness-conscious work environment on the vessels. Guidelines, resources and activities were developed addressing nutrition, fitness, sleep, and stress management among other wellness goals.

As a people-first organization, we believe in offering our team members programs and benefits that encourage them to advance their skills and achieve long-term financial stability. We actively foster a culture of learning and offer a variety of developmental courses for our team members. Our benefit programs also include student loan repayment assistance and educational assistance for eligible team members seeking degrees or professional certifications.

Workforce Composition as of December 31, 2023

Gender Diversity(1)	Male		Female
All global shoreside team members		41%	59%
All global shoreside managers/above		52%	48%
All shipboard team members		79%	21%
3-stripe above (manager level equivalent)		85%	15%
Ethnic Diversity(2)		Non-URMs%	URMs%
All U.S. shoreside team members, who have self-identified		33%	67%
U.S. shoreside managers/above, who have self-identified		47%	53%

(1)

While we present male and female, we acknowledge this is not fully encompassing of all gender identities.

(2)

Under-represented minority (“URM”) is used to describe diverse populations, including Native American, Asian, Black, Hispanic/Latino and Native Hawaiian team members in the U.S. We do not generally track ethnicity/race for our shipboard team members as the majority are URMs from a U.S. perspective.

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Reducing Environmental Impact

Reducing our environmental impact is a key goal of the Sail & Sustain program. Since launching our commitment to pursue net zero greenhouse gas (“GHG”) emissions by 2050 across our operations and value chain in 2022, we have enhanced our roadmap and set interim targets to guide us on our path to net zero.

Our climate action strategy is focused on implementing solutions for efficiency today, innovating for future solutions, and collaborating with our stakeholders along the way. We are deploying a range of efficiency measures from technical investments such as HVAC upgrades and Waste Heat Recovery systems to operational enhancements such as itinerary optimization. We are also investing in shore power technology, which is designed to allow us to connect to onshore electrical power grids with the appropriate port infrastructure. A total of 16 ships in our fleet, or 50%, are currently equipped, and we are targeting for 70% of our fleet to be equipped by year-end 2025. While these measures will be key for our short- and near-term targets, we are innovating for long-term solutions and technologies that will further support GHG reductions.

A key driver of our Sail & Sustain program is the ability to secure and safely operate on green fuels such as biodiesel and green methanol. Biodiesel can be blended with traditional marine gas oil (MGO) to support a reduction in lifecycle GHG emissions. We have successfully tested the use of biofuel blends on over 20% of our fleet as a potential transition fuel, while we continue to explore the viability of green methanol. Green methanol has the potential to be a viable, scaled long-term solution for decarbonization. The production of green methanol is still in the early stages and will require significant investments in land-based infrastructure to sufficiently scale for distribution and consumption globally. However, we are optimistic that green methanol can be a long-term solution and has promising feasibility to scale. To prepare for a long-term transition towards net zero, we have lengthened and reconfigured the designs for the final two Prima Class ships, expected to be delivered in 2027 and 2028, to accommodate the use of green methanol as a future fuel source. While additional modifications will be needed to fully enable the use of green methanol, these modifications represent an important step forward in the pursuit of net zero by 2050.

We also recently announced that we expect to add eight additional ships across our three brands through 2036, for a total of 13 newbuilds, which will add approximately 41,000 berths to our fleet. Additional details regarding the efficiency and sustainability features of these ships are expected to be announced in the coming months.

Sailing Safely

The health, safety, and well-being of our guests and crew is our highest priority, not only on board our ships but also in every destination we visit. We take great efforts to maintain a healthy, safe, and clean environment and have a stringent 24/7/365 public health and safety program in place.

Our operations follow a Safety Management System (SMS) in conformance with the requirements established by the International Safety Management (ISM) Code for the Safe Operation of Ships and ISO 14001-2015 related to Environmental Management Systems. We foster a continuous commitment from all team members involved in the activities we do that are affected by the SMS through our Health, Safety, Environment & Security (HSES) Committee. Our HSES Committee is responsible for the correct implementation of the established standards for the safe operations of our ships, pollution prevention and security.

Strengthening our Communities

We also drive social impact through our philanthropy initiatives, partnerships and community engagement programs. As a travel company, our success is dependent on the wellbeing and vibrancy of the destinations we visit across the globe. We strive to be a great partner to each destination we visit, working together to find sustainable, long-term solutions for the communities, while at the same time allowing our guests to experience all that these incredible destinations have to offer.

We support the global communities where we live and work through volunteerism and charitable giving throughout the year. In 2023, we contributed significantly to global communities by donating over $1,000,000 and raising more through our network, including over $150,000 of in-kind donations to the Hawaii Community Foundation and $100,000 to the Maui United Way to support local relief. Our Military Appreciation Program, founded by our internal Veteran’s Task Force, has provided exclusive discounts to active and retired U.S. military members and their spouses. 220,000 qualified military members have registered since the program launched in November 2022. Through Norwegian’s Giving Joy® program, a Giving Joy contest is annually launched during Teach Appreciation Week in May. In 2023, the contest drew support for over 3,400 teachers across the U.S. and Canada and garnered over hundreds of thousands of votes. 20 educators with the most votes won a seven-day cruise for two and three grand prize winners had the opportunity to experience the

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exclusive four-day christening voyage on Norwegian Viva, the newest ship from the Norwegian Cruise Line fleet.

Team members actively engage in our communities by donating through our Workplace Giving program,

volunteering in our local communities, and participating in various events including beach clean-ups and toy drives. All U.S. shoreside team members are provided with a paid Volunteer Day to give back to the causes they hold dear.

Succession Planning

Succession planning is part of our culture and a key component of our corporate governance strategy. We have a year-round focus on providing team members with opportunities to develop their leadership skills and add to our bench of talent through various training initiatives. Our Nominating and Governance Committee, President and Chief Executive Officer and Executive Vice President, Chief Talent Officer engage in a formal process to identify, evaluate, and select potential successors for our President and Chief Executive Officer and other members of senior management. This review has included work with a third-party advisor to facilitate the succession planning process, the creation of development plans for senior leaders to help prepare them for future succession and contingency plans in the event our President and Chief Executive Officer is unable to serve for any reason, including death or

disability. Members of management are also regularly invited to make presentations at Board and committee meetings and meet with directors in informal settings to allow our directors to form a more complete understanding of our executives’ skills and character. This process culminates in a periodic review of potential successors and future leadership with the entire Board.

The work completed through our succession planning process supported the transition plans for the new senior executives we appointed in 2023, including our President and Chief Executive Officer, Mr. Harry Sommer, and the new Presidents of our Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands.

Hedging, Pledging and Short Sale Prohibitions

We have an insider trading policy, which, among other things, prohibits our senior officers (who are defined as those team members in positions at the Vice President and above level) and the members of our Board from engaging in any speculative transactions or in transactions that attempt to hedge or offset any decrease in the market value of our securities, including but not limited to put options, prepaid variable forwards, equity swaps and collars. Additionally, our insider trading policy prohibits senior officers, including our NEOs, and directors from engaging in short sales of our securities

or engaging in transactions involving Company-based derivative securities, including, but not limited to, trading in Company-based put option contracts, call option contracts, transacting in straddles, and the like. We also have a policy that prohibits senior officers and members of our Board from margining Company securities in a margin account or otherwise pledging Company securities as collateral for a loan. All other employees are strongly discouraged from engaging in the transactions described above.

Overboarding Policy

Our directors are limited to serving on the boards of directors of not more than five total public companies, including our Company, and any director who serves as an active Chief Executive Officer of any public company, including our Company, is limited to serving on the board of directors of two total public company boards (excluding any board service at the company where the director currently serves as Chief Executive Officer). Additionally, members of our Audit Committee may not serve on the audit committees of the boards of directors of more than two other publicly-traded companies, unless the Board determines that such simultaneous service would not impair the abilities of such member to

effectively serve on our Audit Committee. Our Nominating and Governance Committee also considers the other time commitments of directors and director candidates to ensure they can dedicate appropriate time to our Board and respective committees. Prior to accepting any position on the board of directors of any other organization, our directors must notify our Secretary. Each member of our Board is currently in compliance with our overboarding policy. Our Governance Committee reviews this policy periodically as part of its annual review of our Corporate Governance Guidelines.

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Code of Ethical Business Conduct

We have a Code of Ethical Business Conduct that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer and controller and persons performing similar functions, and our directors. These standards are designed to deter wrongdoing and to promote honest and ethical conduct. Our Code of Ethical Business Conduct is posted on our website, www.nclhltd.com/investors, under “Governance.”

We intend to disclose any waivers from, and amendments to, our Code of Ethical Business Conduct that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer and controller and persons performing similar functions, by posting such information on our website, www.nclhltd.com/investors, to the extent required by applicable rules of the NYSE and rules and regulations of the SEC.

Corporate Governance Materials

Our Board has adopted Corporate Governance Guidelines, which provide the framework for the governance of our Company and represent our Board’s current views with respect to selected corporate governance issues considered to be of significance to our shareholders. The Corporate Governance Guidelines direct our Board’s actions with respect to, among other

things, Board composition, director qualifications and diversity considerations, director independence, Board committees, succession planning and the Board’s annual performance evaluation. A current copy of the Corporate Governance Guidelines is posted under “Governance” on our website at www.nclhltd.com/investors.

Communicating with the Board

Shareholders and other interested parties may send written communications to our Board or to specified individuals on our Board, including the Chairperson of our Board or all independent directors as a group, c/o Norwegian Cruise Line Holdings Ltd.’s General Counsel and Secretary at 7665 Corporate Center Drive, Miami, Florida 33126. All mail received will be opened and communications from verified shareholders that relate to matters that are within the scope of the responsibilities of our Board, other than solicitations, junk mail and frivolous or inappropriate communications,

will be forwarded to the Chairperson of our Board or any specified individual director or group of directors, as applicable. If the correspondence is addressed to our Board, the Chairperson will distribute it to our other Board members if he determines it is appropriate for our full Board to review. In addition, if requested by shareholders, when appropriate, the Chairperson of our Board or other appropriate independent director will also be available for consultation and direct communication with shareholders.

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DIRECTOR COMPENSATION

Director Compensation Program

Our Board is focused on attracting and retaining members with the expertise, background and experience needed to lead our Company. Under our Directors’ Compensation Policy, each member of our Board who was not employed by us was entitled to receive the following cash compensation for their role on the Board, committees or oversight roles during 2023, as applicable:

Type of Retainer or Fee	Amount
Annual Cash Retainer		$	100,000
Out-of-Country Meeting Attendance(1)		$	10,000
Chairperson of the Board		$	175,000
Chairperson of the Audit Committee		$	35,000
Chairperson of the Compensation Committee		$	30,000
Chairperson of the Nominating and Governance Committee		$	20,000
Chairperson of the TESS Committee		$	25,000
Audit Committee Member Retainer(2)		$	20,000

(1)

For each Board or committee meeting located outside of such director’s country of residence and attended in-person. Only one fee was payable for multiple meetings held on the same/consecutive days.

(2)

Chairperson of the Audit Committee is not eligible.

All annual retainers were pro-rated for partial years of service and payable in four quarterly installments. Each of our directors was also reimbursed for reasonable out-of-pocket expenses for attendance at Board and committee meetings.

Our directors had the right to elect to receive their $100,000 annual cash retainers in the form of a restricted share unit (“RSU”) award in lieu of cash. Any such RSU award was automatically granted on the first business day of 2023 and vested in one installment on the first business day of 2024. In addition, each director was entitled to receive an annual RSU award on

the first business day of 2023 valued at $195,000 on the date of the award. Each director’s annual RSU award vested in one installment on the first business day of the calendar year following the year the award was granted. Each director’s annual RSU award would have been pro-rated if the director joined our Board after the first business day of the given year.

To enhance their understanding of our products, each director was invited to take one cruise with a guest of their choice on one of our Company’s brands annually. The director was responsible for taxes and certain fees and any onboard spending.

Mr. Del Rio and Mr. Sommer, as former and current employees of our Company, respectively, were not entitled to receive any additional fees for their services as a director.

Following consultation with our Compensation Committee’s independent compensation consultant, Korn Ferry, and to facilitate our Board’s mission of attracting and retaining highly skilled directors, our Board determined it was appropriate to make the following changes to our Directors’ Compensation Policy effective January 1, 2024: eliminate the Out-of-Country Meeting Attendance fee, increase the annual equity retainer to $200,000, increase the annual Chairperson retainer to $200,000, increase the annual Audit, Compensation, Nominating and Governance and TESS Committee Chairperson retainers to $40,000 and add Compensation Committee, Nominating and Governance Committee and TESS Committee member retainers of $20,000. The Board also added a cruise retirement benefit that allows non-employee directors who serve on the Board for nine or more years to receive certain cruise benefits post-retirement.

The following table presents information on compensation to the following individuals for the services provided as a director during the year ended December 31, 2023.

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2023 Director Compensation

Name(1)	Fees Earned or Paid in Cash ($)		Stock Awards ($)(2)(3)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
David M. Abrams		175,000	194,990	—	—	—	—	369,990
Adam M. Aron		100,163	194,990	—	—	—	—	295,153
Zillah Byng-Thorne		130,000	194,990	—	—	—	—	324,990
José E. Cil		38,370	48,735	—	—	—	—	87,105
Harry C. Curtis		165,000	194,990	—	—	—	—	359,990
Stella David(4)		120,000	194,990	—	—	—	—	314,990
Russell W. Galbut		325,000	194,990	—	—	—	—	519,990
Mary E. Landry		160,000	194,990	—	—	—	—	354,990

(1)

Mr. Abrams’ compensation relates to his role as the Chairperson of our TESS Committee through December 31, 2023, as a member of our Audit Committee and as a director. Mr. Aron’s compensation relates to his role as director. Mr. Aron forfeited his stock award in connection with his resignation on October 19, 2023. Ms. Zillah Byng-Thorne’s compensation relates to her role as an Audit Committee member and a director and her cash payment for the first quarter of 2023 was converted from dollars to euros as of the exchange rate at the end of the quarter. Mr. Cil’s compensation relates to his role as a member of our Audit Committee and as a director from October 6, 2023, the date he joined the Board. Mr. Curtis’s compensation relates to his role as Chairperson of our Audit Committee and as a director. Ms. David’s compensation relates to her role as Chairperson of our Nominating and Governance Committee and as a director and any cash payments were converted from dollars to pounds as of the exchange rate at the end of each applicable quarter. Mr. Galbut’s compensation relates to his role as Chairperson of our Board for all of 2023, as a member of our Audit Committee through December 31, 2023, and as a director. Ms. Landry’s compensation relates to her role as Chairperson of our Compensation Committee and as a director. No other directors received any form of compensation for their services in their capacity as a director during the 2023 calendar year.

(2)

The amounts reported in the “Stock Awards” column of the table above reflect the grant date fair value under Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) of the time-based RSU awards granted to our non-employee directors in 2023. The grant date fair value for the RSU awards was calculated as equal to the $11.86 closing price of our ordinary shares on the date of grant, January 3, 2023, or in the case of Mr. Cil, the $16.65 closing price of our ordinary shares on October 6, 2023.

(3)

None of our non-employee directors held any outstanding options or restricted shares as of December 31, 2023. As of December 31, 2023, our non-employee directors held the following unvested RSUs:

Name	Unvested RSUs
David M. Abrams		16,441
Adam M. Aron		—
Zillah Byng-Thorne		16,441
José E. Cil		2,927
Harry C. Curtis		16,441
Stella David		24,873
Russell W. Galbut		16,441
Mary E. Landry		16,441

(4)

Ms. David elected to receive her full annual retainer in the form of RSU awards. Accordingly, she received 8,432 RSUs in lieu of her annual retainer for 2023. The retainer that Ms. David elected to receive in RSUs is reported as though she had been paid in cash and such retainer had not been converted into RSUs.

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Director Share Ownership Policy

To reinforce our Board’s philosophy that meaningful ownership in our Company provides greater alignment between our Board and our shareholders, our Board adopted a share ownership policy. The share ownership policy requires non-employee directors who receive compensation from our Company to own a number of our ordinary shares equal to three times their annual cash retainer, with such values determined annually based on the average daily closing price of our ordinary shares for the previous calendar year.

Non-employee directors have five years from their appointment to meet the requirements of the share ownership policy and are required to retain 50% of the net after-tax shares received in respect of equity awards until they are in compliance. All of our non-employee directors who receive compensation for their service as a director have exceeded the requirements.

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PROPOSAL 2 — ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are providing our shareholders with the opportunity to vote, on a non-binding, advisory basis, on the compensation of our NEOs as disclosed in this Proxy Statement.

Following the voting results for our 2022 Annual General Meeting, our Compensation Committee took several steps to redesign our compensation program in 2023. Though our Compensation Committee saw improvements in our 2023 Say-on-Pay Vote, we continued to engage directly with our shareholders to gather their feedback and make improvements in our compensation program, some of which will be reflected in our 2024 compensation program due to the timing of the voting results.

Shareholders are strongly encouraged to read the “Compensation Discussion and Analysis,” which discusses in detail how our compensation policies and practices implement our compensation philosophy.

We are asking our shareholders to indicate their support for our NEOs’ compensation as described in this Proxy Statement. The vote on this resolution, commonly known as a “Say-on-Pay Vote”, is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our NEOs. The vote is advisory, which means that the vote is not binding on our

Company, our Board or our Compensation Committee. However, our Compensation Committee, which is responsible for designing and overseeing our executive compensation program, values the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our NEOs.

Pursuant to the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our Board requests your advisory vote on the following resolution at the Annual General Meeting:

RESOLVED, that the shareholders of our Company approve, on an advisory basis, the overall compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosures set forth in the Proxy Statement for this Annual General Meeting.

Our current policy is to provide our shareholders with an opportunity to approve the compensation of our NEOs each year at the annual general meeting of shareholders. It is expected that the next such vote will occur at the 2025 annual general meeting of shareholders.

Board Recommendation

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”
ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

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A Letter from Our Compensation Committee Chairperson

April 29, 2024

Dear Fellow Shareholders,

With 2024 in full swing and following the exciting announcement of the expansion of our newbuild program to include thirteen new ships expected to be delivered through 2036, including new classes of ships for each of our three award-winning brands, the leadership team is enthusiastic about the future of our Company. These newbuilds will be operating for many years to come and the decisions our management team make today will shape the future of our Company. Now, more than ever, we are focused as a Compensation Committee on making sure our management team is motivated and incentivized to deliver long-term value to our shareholders.

In March 2023, we announced the culmination of a comprehensive and thoughtful succession planning process with Frank J. Del Rio’s retirement on June 30, 2023, and Harry Sommer’s appointment as President and Chief Executive Officer on July 1, 2023. We also appointed new Presidents for all three of our award-winning brands in 2023. Our planned succession process allowed for a systematic transfer of knowledge while creating space for the innovation and energy that our new executives have brought to the Company. Along the way, we’ve continued our extensive engagement meetings with our shareholders to make sure we were considering their views and feedback every step of the way.

The composition of our Compensation Committee was also refreshed in 2023. I took the helm as a new member and Chairperson on January 1, 2023 and Zillah Byng-Thorne served her first full year following her appointment in November 2022. We engaged our new compensation consultant to help our Compensation Committee complete a holistic review of our compensation program, which began with a review of our peer group that resulted in the removal of four peers and the addition of five peers that we felt better represented our Company’s competitors.

Viewing our compensation program through these different perspectives, we set out to design a compensation structure for our incoming President and Chief Executive Officer and new brand Presidents that more closely aligned with what our peers were paying and with what our shareholders had requested in the many engagement meetings we held with them. Our refreshed compensation structure for our incoming executive officers included setting target compensation packages (base salaries, target annual cash incentives and target annual equity awards) for 2023 that were approximately 51%, 27% and 47% less than their predecessors in 2022 for our President and Chief Executive Officer, President, Norwegian, and Presidents of Regent and Oceania Cruises, respectively. Due to these changes, our Presidents of Regent and Oceania Cruises were not NEOs for 2023.

We’ve continued to make changes to our long- and short-term incentive compensation programs that were directly responsive to requests made by our shareholders. We returned to financial metrics for our incentive compensation programs in 2023, including an Adjusted EBITDA metric for our short-term incentive plan, and a multi-year, relative Adjusted EPS metric that requires our Company’s Adjusted EPS to outperform the S&P 500 Index for our executives to earn the related equity awards. In 2024, at the request of our shareholders, we included an Adjusted ROIC metric in our long-term incentive plan to focus our management team on responsibly deploying our capital. In both 2023 and 2024, 50% of our NEOs’ equity awards were subject to performance-based metrics with three-year performance periods. In designing our incoming President and Chief Executive Officer’s employment agreement, we avoided structures that our shareholders took issue with in the past. For example, we removed any contractually guaranteed equity award values in his contract and avoided providing certain perks that had been unpopular with our shareholders. We retained sustainability metrics in both 2023 and 2024 in our short-term incentive plan that focus on encouraging greenhouse gas emissions reductions as we believe the path towards decarbonization will be an important pillar of our ability to succeed as a cruise operator in the future.

I am extremely grateful to all of our shareholders who took the time to share their feedback with me. We will continue listening to you as we evolve our thoughtful approach to our compensation program. We have tremendous opportunity ahead of us and I look forward to what we can accomplish together.

Thank you for your continued support.

Sincerely,
Mary Landry, Chairperson of the Compensation Committee

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Compensation Discussion and Analysis

A Milestone Year

Our Company saw a momentous year of growth and achievement in 2023. The year began with perhaps the final operational milestone in our Company’s post-pandemic recovery with our fleet returning to full occupancy in the second quarter. It was the first time since 2020 that our vessels operated at full capacity, an achievement that would not have been possible without the passion and dedication of our 41,000 team members worldwide. We successfully took delivery of three new ships, one for each of our brands, representing the most deliveries in a single year in our Company’s 57-year history. This important milestone showcases our dedication to innovation and commitment to providing exceptional vacation experiences for our guests.

Additionally, 2023 marked a year for important management changes. In March 2023, we announced that Mr. Frank J. Del Rio, our President and Chief Executive Officer, would be retiring at the end of June 2023 and that Mr. Harry Sommer would lead our

Company, as President and Chief Executive Officer, beginning July 2023. In January 2023, Ms. Andrea DeMarco assumed the role of President, Regent Seven Seas Cruises and Mr. Frank A. Del Rio assumed the role of President, Oceania Cruises. In April 2023, Mr. David Herrera assumed the role of President, Norwegian Cruise Line and in June 2023, Mr. Patrik Dahlgren assumed the role of Executive Vice President, Vessel Operations. Each of these transitions was the result of a thoughtful succession planning process by our Board and was also an opportunity to realign our compensation strategy.

Our team is eager to make their mark on the industry and deliver exceptional experiences that surpass the expectations of the guests we welcome on board. As we look into 2024, our focus is on leveraging the excitement generated by the new additions to our fleet to drive continued success, continue focusing on our margin enhancement initiatives and to continue reducing our leverage.

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Shareholder Outreach Regarding Compensation Program

We believe that a continuous engagement program is an integral part of delivering value to our shareholders. We maintain an active, year-round engagement program regarding finance, strategy and sustainability topics which provides our shareholders with access to various members of our executive team and our Board.

At our 2023 Annual General Meeting, approximately 63.2% of our shareholders approved, on an advisory basis, the compensation of our NEOs in 2022. While this was an improvement in our results from the previous year, our Board and Compensation Committee felt that additional steps should continue to be taken to both hear and address the concerns of our shareholders. We engaged directly with our shareholders to discuss our compensation program following our 2023 Say-on-Pay Vote throughout 2023 and 2024.

In response to our 2023 Say-on-Pay Vote, we further enhanced our engagement efforts by initiating additional

compensation-related conversations with our shareholders through 2024. The Chairperson of our Compensation Committee, Ms. Landry, participated in engagement meetings during 2023 and 2024.

We initiated engagement about our compensation program with our top institutional holders, which represented approximately 50% of our total outstanding shares as of year-end 2023. We held conversations, sometimes over the course of multiple meetings, with holders representing approximately 36% of our outstanding shares as of year-end 2023.

The results of this outreach were shared with the entire Board. The key feedback we received from shareholders at these meetings and our responses to the feedback included:

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Investor Feedback

WHAT WE HEARD

HOW WE RESPONDED

Overall pay should be reduced for the President and Chief Executive Officer

Shareholders advised that the 2023 Say-on-Pay Vote 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

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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2023 Compensation Program Summary

2023 Compensation Refreshment

With the announcement that our succession planning process would result in the appointment of a new President and Chief Executive Officer and an entirely new team of Presidents for our brands in 2023, our Compensation Committee took the opportunity to do 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. Two of our new brand Presidents were ultimately not NEOs for 2023 as their total compensation was less than our NEOs in 2023. Some of the key changes included (in each case below, “Before” represents 2022 pay and “New” represents 2023 pay for each successor and percentages are rounded):

•

Our Compensation Committee worked closely with their independent compensation consultant, Korn Ferry, to benchmark salaries for our next generation of leaders and set compensation for them that was in line with other executives in our newly revised peer group:

2023 Base Salary Changes

•

In connection with this review, our Compensation Committee also reset target annual cash incentives for these executives:

2023 Target Annual Cash Incentive

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•

Additionally, our Compensation Committee reset target annual equity compensation levels for our executives and moved to a 50 / 50 weighting of RSUs to PSUs for all of our NEOs:

2023 Target Annual Equity Award

•

Target total compensation for these roles, which as presented includes base pay, target annual cash incentive bonus, and target annual equity awards, decreased by the following amounts:

2023 Target Total Compensation

2023 Named Executive Officers

Our NEOs for 2023 were:

	Harry Sommer				President and Chief Executive Officer
	Frank J. Del Rio				Former President and Chief Executive Officer (through June 30, 2023)
	Mark A. Kempa				Executive Vice President and Chief Financial Officer
	Patrik Dahlgren				Executive Vice President, Vessel Operations
	Daniel S. Farkas				Executive Vice President, General Counsel, Chief Development Officer and Secretary
	David Herrera				President, Norwegian Cruise Line
	T. Robin Lindsay				Former Executive Vice President, Vessel Operations (through June 11, 2023)

Our Compensation Committee determines all aspects of our executive compensation program and makes all compensation decisions affecting our NEOs. None of our NEOs are members of our Compensation Committee or otherwise had any role in determining the compensation of our other NEOs. Our Compensation Committee considered the recommendations of Mr. Del Rio and Mr. Sommer in setting compensation levels for NEOs besides themselves.

Elements of our Executive Compensation Program

Base Salaries

Each NEO is or was previously party to an employment agreement which provides a minimum base salary, subject to annual review by our Compensation Committee. Decisions regarding adjustments to base salaries are made at the discretion of our Compensation Committee, as all automatic base salary increases have been eliminated. Base salaries are used to attract and retain highly qualified executives. In reviewing

base salary levels for our NEOs, our Compensation Committee considers the following factors: job responsibilities, leadership and experience, value to our Company, the recommendations of our President and Chief Executive Officer (other than with respect to his own base salary) and the base salaries of executives in comparable positions at our Peer Group (as defined below) companies.

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NEO	2022 Base Salary			2023 Base Salary(1)
Harry Sommer		$	900,000		$	1,000,822(2)
Frank J. Del Rio		$	2,000,000		$	2,000,000(3)
Mark A. Kempa		$	900,000		$	900,000
Patrik Dahlgren			—		$	900,000(3)
Daniel S. Farkas		$	700,000		$	700,000
David Herrera		$	475,000		$	681,250(2)
T. Robin Lindsay		$	900,000		$	900,000

(1)

Effective January 1, 2024, following a benchmarking review against our Peer Group, our Compensation Committee increased annual base salaries as follows: Mr. Sommer — $1,150,000; Mr. Kempa — $940,000; Mr. Dahlgren — $920,000; Mr. Farkas — $717,500 and Mr. Herrera — $800,000.

(2)

Reflects blended rates. Prior to his promotion, Mr. Sommer’s base salary was $900,000. Effective July 1, 2023, Mr. Sommer’s base salary was increased to $1,100,000 in connection with his promotion. Prior to his promotion, Mr. Herrera’s base salary was $475,000. Effective April 1, 2023, Mr. Herrera’s base salary was increased to $750,000 in connection with his promotion.

(3)

Reflects annualized base salary. Actual base salary paid for Mr. Del Rio was $1,000,000 reflecting the pro-rated amount through June 30, 2023. Mr. Dahlgren began employment on June 12, 2023. His pro-rated base salary for 2023 was $500,548.

Annual Performance Incentives

Each of our NEOs is eligible for an annual cash performance incentive based on the attainment of performance objectives for the fiscal year. Annual cash performance incentives ensure that a portion of our NEOs’ annual compensation is at risk, based on our performance against pre-established, objective targets. Our Compensation Committee uses annual cash performance incentives to motivate our NEOs to achieve our annual financial and strategic objectives and to attract and retain top executives.

Target Annual Cash Performance Incentive Opportunities. Our Compensation Committee annually establishes each NEO’s, other than our President and Chief Executive Officer’s, annual cash performance incentive opportunity by evaluating a variety of factors, including: (1) scope of responsibilities and position, (2) expertise and experience, (3) potential to achieve business objectives, (4) competitive compensation market data, including the bonus opportunities provided by our Peer Group, (5) ability to create shareholder value and (6) recommendations of our President and Chief Executive Officer. Mr. Sommer’s and, prior to his retirement, Mr. Del Rio’s, annual cash bonus opportunities were developed by our Compensation Committee in connection with their employment agreements; however, the performance metrics are determined by our Compensation Committee each year, as discussed below.

Corporate Performance Measures. Each year, our Compensation Committee establishes the performance objectives for the annual cash performance incentives. The performance objectives are based on financial or strategic performance at the consolidated NCLH level as our Compensation Committee believes this structure most closely aligns the interests of our NEOs and our

shareholders. The actual annual cash performance incentive earned by our NEOs is determined by our Compensation Committee based on the level of achievement of the pre-established corporate performance objectives. After the end of the year, our Compensation Committee reviews our actual performance against the target levels. Our Compensation Committee is required by our Plan terms to exercise its judgment whether to reflect or exclude the impact of extraordinary, unusual or infrequently occurring, or unforeseen events in determining the extent to which the performance measures are met.

2023 Annual Performance Incentive Metrics. For 2023, our NEOs, other than Mr. Del Rio, were eligible to earn their annual performance incentives based on the achievement of three performance metrics that our Compensation Committee believed were crucial to our Company’s success. Incremental payments would have been made for achievement between the specified targets in the Adjusted EBITDA table below and the maximum amount that could have been paid for outperformance was 200% of target. Our Compensation Committee chose Adjusted EBITDA as our most heavily weighted metric as our management team uses this non-GAAP metric to assess our operating performance. Importantly, the target amount for our Adjusted EBITDA metric of $1.8 to $1.9 billion marked a rigorous goal for 2023 as our Adjusted EBITDA performance for 2022 had been $(673.9) million. The strategic metric related to the successful delivery of our newbuilds was selected because the delivery of three new vessels in a one-year period was unprecedented for our Company and required significant efforts from our management team. All three ships had to be successfully delivered for our management team to earn the related payout for that portion of the award, and the payout was capped at the target amount. Our sustainability metric

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was selected because our Compensation Committee continues to believe that our focus on our decarbonization journey will be important to our Company’s ability to

control costs and remain in compliance with current and proposed regulations. The payout for our sustainability metric was capped at the target amount.

2023 Annual Performance Incentive Metrics

January 1, 2023 - December 31, 2023 Performance Period

Mr. Del Rio was eligible to earn his annual cash performance incentive of $9 million for 2023 based 50% on the achievement of an Adjusted EBITDA metric and 50% on the successful transition of his responsibilities to Mr. Sommer, his successor. Each metric was measured through June 30, 2023. To earn the portion of the annual cash performance incentive that was subject to the Adjusted EBITDA metric, our Company’s Adjusted EBIDTA from the period from January 1, 2023 through June 30, 2023 must have been greater than or equal to $600 million. However, if our Company’s Adjusted EBITDA was less than $600 million during that period, Mr. Del Rio would have been eligible to earn a pro-rata portion of the award consistent with whatever percentage of the $600 million had been earned. Mr. Del Rio was not eligible for an above target payout.

Our Compensation Committee determined that our Adjusted EBITDA from January 1, 2023 through June 30, 2023 was approximately $764 million (as adjusted pursuant to the definition included in our compensation

metric; reported Adjusted EBITDA for the six months ended June 30, 2023 was $749 million) and that Mr. Del Rio had successfully transitioned his responsibilities to Mr. Sommer. Consequently, Mr. Del Rio earned the full $9 million annual cash performance incentive. As described under “Employment Agreements for NEOs — Salary, Annual Cash Performance Incentive Opportunity and Equity”, in connection with his Transition, Release and Consulting Agreement, Mr. Del Rio waived any equity awards for 2023; he would have otherwise been entitled to an annual equity award in 2023 with a target value of at least $10 million as of the date of grant.

In addition to the annual performance incentive, Mr. Dahlgren received a one-time starting bonus of $2.9 million in connection with the start of his employment in June 2023. This one-time starting bonus was negotiated in connection with his hiring as Mr. Dahlgren was otherwise forfeiting compensation from his previous employer. He is obligated to repay such bonus if his employment terminates under certain circumstances before June 12, 2025.

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The following table summarizes the target amount and actual payout of our 2023 annual performance incentives for each NEO.

Name	Target Annual Performance Incentive Amount(1)	Actual Annual Performance Incentive Paid			% of Target Paid
Harry Sommer	$1,416,712 (141.55% of base salary)		$	1,572,551	111%
Mark A. Kempa	$900,000 (100% of base salary)		$	999,000	111%
Patrik Dahlgren	$500,548 (100% of pro-rated base salary)		$	555,608	111%
Daniel S. Farkas	$700,000 (100% of base salary)		$	777,000	111%
David Herrera	$635,343 (93.13% of base salary)		$	705,230	111%
T. Robin Lindsay	$900,000 (100% of base salary)		$	999,000	111%

(1)

Amounts presented for Mr. Sommer and Mr. Herrera represent blended rates due to promotions during 2023. Mr. Sommer’s target performance incentive amount was 100% of his base salary through June 30, 2023 and 175% of his base salary beginning July 1, 2023. Mr. Herrera’s target performance incentive amount was 60% of his base salary through March 31, 2023 and 100% of his base salary beginning April 1, 2023. Amount presented for Mr. Dahlgren is pro-rated from the date of his employment on June 12, 2023.

The following table summarizes our Company’s actual performance under each metric:

2023 Metric
Category

Threshold
Metric

Target
Metric

Maximum
Metric

Actual 2023
Performance

% of Target
(100% of
Possible
200%)

Payout

Adjusted EBITDA

$1.619
billion

$1.8 billion to $1.9 billion

$2.051
billion

$1.916 billion(1)

0-80%

Above
Target
(91%)

Strategic Ship Delivery Goal

—

Successful delivery of Vista, Norwegian Viva and Seven Seas Grandeur

—

Our Compensation Committee determined that all three ships had been successfully delivered, an unprecedented number of deliveries in one year for our Company

0-10%

Target

(10%)

Sustainability Metric

—

Earned if we set an interim greenhouse gas emissions reduction target to support our pursuit of net zero emissions by 2050

—

Company announced interim greenhouse gas intensity reduction targets for 2026 and 2030

0-10%

Target

(10%)

Total Payout:

111%

(1)

Amount shown reflects Adjusted EBITDA approved by our Compensation Committee, which includes additional adjustments provided for in the definition of Adjusted EBITDA for purposes of our annual cash performance incentives. See “Terms Used in this Proxy Statement” for the related definition. Adjusted EBITDA as reported in our Annual Report on Form 10-K is defined differently and was $1.861 billion for 2023.

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Long-Term Equity Incentive Compensation

The following table summarizes the equity awards our Compensation Committee granted in 2023 and how they accomplish our compensation objectives. In addition to the regular, annual equity awarded to our NEOs, our Compensation Committee awarded incremental promotional equity awards to NEOs that were either promoted or hired during 2023. Our Compensation Committee did not award any cash retention awards during 2023, but some of our NEOs did receive payments of previously disclosed 2022 cash retention awards. Mr. Del Rio did not receive an equity award during 2023.

Components of Long-Term Equity Incentive Compensation(1)	What It Is	Why We Use It	2023 Weighting
Regular-cycle PSUs (performance share units), granted March 2023	Opportunity to receive a specified number of shares based on achievement of performance objectives determined by our Compensation Committee. Includes an additional service requirement following the end of the performance period.	Focuses our NEOs on the achievement of key performance objectives over a multi-year period. Serves as a retention incentive.	50% of total target equity award
Regular-cycle RSUs (restricted share units), granted March 2023	Right to receive a specified number of shares at the time the award vests. Value fluctuates with the price of our ordinary shares. Vests in three equal installments in March 2024, 2025 and 2026.	Aligns our NEOs’ interests with those of our shareholders. Serves as a retention incentive.	50% of total target equity award

(1)

In connection with their promotions, Mr. Sommer and Mr. Herrera received incremental equity awards in July 2023 and April 2023, respectively. Mr. Dahlgren received his annual equity award in July 2023 after he joined our Company in June 2023.

In determining the value granted to each NEO, our Compensation Committee considers each NEO’s position, their expected contribution toward achieving our long-term objectives, a review of Peer Group compensation levels and recommendations of our President and Chief Executive Officer (other than with respect to his own compensation). Our Compensation Committee generally makes equity awards to our NEOs and other members of management once a year, but awards may be granted outside this annual grant cycle in connection with events such as hiring, promotion or extraordinary performance or other circumstances.

2023 NEO Equity Awards. In 2023, under the guidance of our new Compensation Committee Chairperson, Ms. Mary Landry, our Compensation Committee and their new independent compensation consultant, Korn Ferry, undertook a comprehensive review of our equity award practices. Our Compensation Committee reduced the grant date value of the awards made to our new President and Chief Executive Officer,

Mr. Sommer, and new brand Presidents in 2023. Two of our new brand Presidents were ultimately not included in the tables below as their total compensation was less than our NEOs. Given the stabilized operating environment and our Company’s continued focus on rebuilding our financial position, our Compensation Committee felt strongly that 2023 was the appropriate time to return to our more traditional long-term financial performance metrics for the PSUs granted to our executives. Following requests from our shareholders, our Compensation Committee felt that half of the total value of the equity awards should be earned based on a relative metric. Half of the total potential value of our 2023 PSU awards are subject to a relative average Adjusted EPS metric that requires our Company’s average Adjusted EPS growth from December 31, 2023 to December 31, 2025 to outperform the earnings per share (“EPS”) growth of the S&P 500 Index by a percentage between 5% and 15%. The other half of the total potential value of our 2023 PSU awards is subject to a metric based on average booked position for

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the following year as of the end of 2023, 2024 and 2025. For the average booked position, the ability to earn that portion of the award begins at target. Pro-rata

achievement between the threshold, target and max targets is possible.

2023 Equity Awards

On March 1, 2023, Mr. Sommer, Mr. Kempa, Mr. Farkas and Mr. Lindsay each received an annual target award of PSUs worth approximately $1 million and RSUs worth approximately $1 million as of the date of the award. Mr. Herrera received an annual target award of RSUs worth approximately $600 thousand as of the date of the award. The actual number of shares awarded to these NEOs was determined by dividing the target grant value by our closing share price on the date of grant.

On April 14, 2023, in connection with his promotion to President of Norwegian Cruise Line, Mr. Herrera received an incremental annual target award of PSUs worth approximately $637.5 thousand and RSUs worth approximately $37.5 thousand as of the date of the award. The actual number of shares awarded to Mr. Herrera was determined by dividing the target grant value by our closing share price on the date of grant.

On July 5, 2023, in connection with his promotion to President and Chief Executive Officer of our Company, Mr. Sommer received an incremental annual target award of PSUs worth approximately $1.613 million and RSUs worth approximately $1.613 million as of the date of the award. The actual number of shares awarded to Mr. Sommer was determined by dividing the target grant

value by our closing share price on the date of grant. This incremental award, together with the award Mr. Sommer received in March 2023, was designed to provide Mr. Sommer with an equity award with a target value of approximately $5.225 million for 2023, which is 53% less than the target value Mr. Del Rio received in 2022. Mr. Del Rio did not receive an equity award in 2023.

On July 5, 2023, in connection with his hiring as Executive Vice President, Vessel Operations, Mr. Dahlgren received an annual target award of PSUs worth approximately $1 million and RSUs worth approximately $1 million as of the date of the award. The actual number of shares awarded to Mr. Dahlgren was determined by dividing the target grant value by our closing share price on the date of grant.

In each case above, the RSU awards vest in three equal installments on March 1, 2024, 2025 and 2026.

2024 NEO Equity Awards. In connection with requests from our shareholders during our engagement calls, our Compensation Committee determined it was appropriate to revisit the metrics used for our PSUs in advance of the 2024 annual equity awards. Several

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investors expressed a preference for a metric based on return on invested capital instead of the average booked position metric used in the 2023 PSU awards. On March 1, 2024, in direct response to requests from our shareholders, our Compensation Committee awarded our NEOs (1) PSUs that could be earned based on the following metrics: average Adjusted EPS growth from December 31, 2023 to December 31, 2026 and Adjusted ROIC as of December 31, 2026 and (2) RSUs. See “Terms Used in this Proxy Statement” for definitions of Adjusted EPS and Adjusted ROIC.

Former CEO and Other NEO Prior Year PSU Payout Results. Pursuant to the original terms of the award agreement, the PSUs Mr. Del Rio was awarded on March 1, 2022 were subject to acceleration in the event his employment as President and Chief Executive Officer terminated on a date agreed to by both Mr. Del Rio and our Company. The March 1, 2022 PSU award required our Company to maintain all rules of the Classification Society and flag state for all vessels in our fleet and all certificates for all vessels in our fleet to assure each vessel’s ability to return to service or continue service, as applicable, through December 31, 2024 in order to achieve the target amount. Mr. Del Rio could earn an additional 200% of the target PSU shares if our Company obtained financing for at least 50% of any increase in the original contract price of Seven Seas Grandeur and Norwegian Aqua. A half weighting was applied to the financing for each ship. As contractually required, our Compensation Committee estimated the Company’s performance through June 30, 2023, the date of Mr. Del Rio’s retirement, and determined that he had earned the maximum number of shares pursuant to the PSUs award agreement.

In January 2024, our Compensation Committee reviewed our Company’s performance under the June 2021 PSU awards for our NEOs which required that, in the case of Mr. Del Rio, the target portion of his award would be earned if our Company maintained all rules of the Classification Society and flag state and maintained all certificates of the fleet through December 31, 2023. The “stretch” portion of the award could be earned if the target was achieved and our Company’s trailing 30-day average closing price of its shares as of (and including) December 31, 2023 was $50.86 or more. Consequently, our Compensation Committee determined that Mr. Del Rio had earned the June 2021 PSU award at the target amount and he vested in 201,005 shares and forfeited 201,005 shares that were subject to the “stretch” metric. Pursuant to the original terms of the award and in

connection with his termination of employment, Mr. Del Rio was not subject to the additional time-based vesting requirement through March 1, 2024.

Mr. Sommer’s, Mr. Kempa’s, Mr. Farkas’s and Mr. Lindsay’s June 2021 PSU awards had the same “target” metric as Mr. Del Rio’s June 2021 award. Their “stretch” metric could be earned if Norwegian Prima, Norwegian Viva and Vista were delivered by December 31, 2023 and increases to the original contract price of each ship were at least 50% financed, with a 1/3rd weight given to each ship. Our Compensation Committee determined that both metrics had been achieved in January 2024 and the June 2021 PSU awards vested at maximum on March 1, 2024.

Benefits and Perquisites

We provide our NEOs with retirement benefits under our 401(k) Plan, participation in our medical, vision, dental and insurance programs and vacation and other holiday pay, all in accordance with the terms of such plans and programs in effect and substantially on the same terms as those generally offered to our other employees (although vacation benefits may differ).

In addition, our NEOs receive a cash automobile allowance, a cruise benefit for Company cruises, including certain travel for immediate family, as well as coverage under an executive medical plan which provides reimbursement of certain out-of-pocket medical, vision and dental expenses. We believe that the level and mix of perquisites we provide to our NEOs is consistent with market compensation practices. At the recommendation of our Senior Vice President and Chief Security Officer, our Company paid certain costs related to residential security system installation and monitoring for Mr. Sommer.

During 2023, Mr. Del Rio was also entitled to certain additional perquisites pursuant to the terms of his 2020 employment agreement consistent with his original employment agreement with Prestige. Our new President and Chief Executive Officer, Mr. Sommer is not entitled to receive these perquisites under his new employment agreement.

If Messrs. Sommer, Kempa, Dahlgren, Farkas, or Herrera meet certain retirement eligibility requirements and conditions in their employment agreements, and remain employed with the Company through an agreed retirement date, they will be entitled to certain retirement benefits described under “Executive Compensation Tables — Potential Payments Upon Termination or Change in Control.”

Severance Arrangements and Change in Control Benefits

Each of our NEOs is or was employed pursuant to an employment agreement providing for severance payments and benefits upon an involuntary termination

of the NEO’s employment by us without “cause” or by him for “good reason”. The severance payments and benefits in each employment agreement were negotiated

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in connection with the execution of each employment agreement. In each case, our Compensation Committee determined that it was appropriate to provide the executive officer with severance payments and benefits under the circumstances in light of each of their respective positions with us, general competitive practices and as part of each of their overall compensation packages.

When negotiating each executive officer’s severance payments and benefits, our Compensation Committee took into consideration an analysis of the severance payments and benefits provided to similarly situated executives at our Peer Group companies. The severance payments and benefits payable to each of our NEOs upon a qualifying termination of employment generally include a cash payment based on a multiple of base salary, a pro-rata portion of any annual cash incentive actually earned for the year of termination of employment, continuation or payment in respect of certain benefits and, in certain cases only, accelerated or continued vesting of outstanding equity awards. We do not believe that our NEOs should be entitled to any cash severance payments or benefits merely because of a change in control of our Company. Accordingly, none of

our NEOs are entitled to any such payments or benefits upon the occurrence of a change in control of our Company unless there is an actual termination (other than for “cause”) or constructive termination of employment for “good reason” just prior to or following the change in control (a “double-trigger” arrangement). Similarly, none of our NEOs are entitled to receive any automatic “single trigger” equity vesting upon the occurrence of a change in control of our Company, and severance protections for equity awards also require an actual termination (other than for “cause”) or constructive termination of employment for “good reason” just prior to or following the change in control.

No NEO is entitled to receive a “gross-up” or similar payment for any potential change in control excise taxes, and, depending on what results in the best after-tax benefit for the executive, benefits may be “cut back” instead in such circumstances.

The material terms of these payments and benefits for our continuing NEOs, and the specific transition arrangements we entered into for Mr. Del Rio and Mr. Lindsay are described in the “Potential Payments Upon Termination or Change in Control” section below.

Peer Group

Our Compensation Committee believes that it is important to be informed about the pay practices and pay levels of comparable public companies with which we compete for top talent (our “Peer Group”).

In October 2022, as part of our refreshment of our executive compensation program, our Compensation Committee worked with their new independent compensation consultant, Korn Ferry, to review the Peer Group that would be used to determine pay in 2023. Korn Ferry advised that the Peer Group should be refined as some of the existing peers had completed asset divestitures and others simply had revenue that was outside of our Compensation Committee’s parameters. As part of its review, Korn Ferry acknowledged that there were a limited number of ideal

peers because while other travel, leisure, and hospitality businesses reflect certain aspects of cruise line operations, they did not fully capture the collective complexity of how cruise lines earn revenue. Korn Ferry recommended changes to our Peer Group that positioned our Company’s then projected revenue for 2022 at the 60th percentile of our revised Peer Group and our total assets near the 75th percentile of our revised Peer Group (with our revised Peer Group’s revenue and assets being measured as of their latest fiscal year end). In the context of our Company’s expected continued recovery from the pandemic and newbuild profile, Korn Ferry recommended, and our Compensation Committee approved, the following changes to our Peer Group:

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Following these changes, our Peer Group, which was used as a reference point in determining 2023 pay, included the following companies:

• Alaska Air Group, Inc.	• JetBlue Airways Corporation	• Royal Caribbean Cruises Ltd.
• Boyd Gaming Corporation	• Las Vegas Sands Corp.	• Spirit Airlines, Inc.
• Caesars Entertainment, Inc.	• Marriott Vacations Worldwide Corporation	• Travel + Leisure Co.
• Carnival Corporation & Plc	• MGM Resorts International	• Vail Resorts, Inc.
• Hyatt Hotels Corporation	• Park Hotels & Resorts Inc.	• Wynn Resorts, Limited
• Host Hotels & Resorts, Inc.	• Penn Entertainment, Inc.	• Yum! Brands, Inc.

In assessing the appropriateness of our Peer Group, our Compensation Committee considered five focus areas that drive revenue for our Company: maritime operations, food and beverage, logistics, entertainment and lodging. Carnival Corporation and Royal Caribbean Cruises Ltd. were selected for our Peer Group because we believe these cruise lines are the two public companies most similar to our Company and with whom we most directly compete for talent. We then considered a range of publicly traded companies in the following industries which reflect elements of our business or have similar business characteristics such as:

•

hotels, resorts and cruise lines,

•

airlines,

•

casinos and gaming,

•

restaurants, and

•

leisure facilities.

In October 2023, our Compensation Committee again reviewed our Peer Group with assistance from Korn Ferry. Our Compensation Committee determined that although our Company’s revenue for 2022 was positioned at the 39th percentile amongst our Peer Group, our Company’s accelerated post-pandemic recovery during 2023 positioned our Company’s trailing twelve-month revenue at the 65th percentile amongst our Peer Group at that time. Our Compensation Committee also determined that the Peer Group was sufficiently robust and consisted of organizations that we believe were universally recognized, considered iconic brands and that were consumer driven. Based on these factors, our Compensation Committee determined it was appropriate not to make changes to the Peer Group at that time.

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Objectives and Philosophy of our Executive Compensation Program

In July 2023, in connection with their holistic review of our compensation program, our Compensation Committee refreshed the objectives and philosophy of our compensation program to ensure that it was

appropriately reflecting our Company’s value proposition and talent goals. Our revised compensation philosophy addresses three key pillars:


	Attract Top-Quartile Talent			We strive to be an employer of choice for individuals with the specific skill sets and experience required for the cruise industry. We seek to provide competitive compensation with an optimal mix of fixed and performance-based elements.
	Motivate			We believe that clear, NCLH-level goals foster collaboration to achieve shared objectives. We believe our compensation program is designed to support a high-performance culture and alignment with shareholder interests.
	Develop and Retain			We believe our compensation program recognizes performance with meaningful differentiation. We provide our management team with opportunities to share in the success of our Company with short- and long-term incentive programs. We are committed to executive development including talent rotations to broaden our executives’ experience.

Role of Shareholder Say-on-Pay Votes

Each year, we provide our shareholders the opportunity to cast an advisory vote on the compensation of our NEOs. At our annual general meeting in June 2023, approximately 63.2% of the votes cast were in favor of the 2022 compensation of our NEOs. While this was an improvement in our results from the previous year, our Board and Compensation Committee felt that additional steps should continue to be taken to both hear and address the concerns of our shareholders. We engaged directly with our shareholders to discuss our compensation program throughout 2023 and 2024.

In response to previous shareholder feedback, our Compensation Committee had already conducted a holistic review of our compensation program and realigned pay for our incoming executives to address shareholder concerns. We also refreshed the constitution of our Compensation Committee by appointing two new members, Ms. Zillah Byng-Thorne in November 2022 and Ms. Mary Landry, the new Chairperson of our Compensation Committee, in January 2023. Our Compensation Committee took shareholder engagement, conducted from 2022 through 2024, into account when making holistic changes to the approach to and design of our compensation program.

When making future compensation decisions for our NEOs, our Compensation Committee will continue to consider the opinions that our shareholders express through the results of these say-on-pay votes and through direct engagement with our shareholders.

Role of Compensation Consultant

Pursuant to its charter, our Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities.

In September 2022, our Compensation Committee engaged Korn Ferry as our new compensation consultant to provide guidance on executive and non-employee director compensation matters.

Based on a consideration of the factors set forth in the rules of the SEC and the listing standards of the NYSE, our Compensation Committee determined that Korn Ferry satisfied the independence criteria under the rules and listing standards and that their relationship with and the work performed by Korn Ferry, on behalf of our Compensation Committee, did not raise any conflict of interest. Other than its work on behalf of our Compensation Committee, Korn Ferry did not perform any other services for us.

Share Ownership Policy

To reinforce our Board’s philosophy that meaningful executive ownership in our Company provides greater alignment between management and our shareholders, our Board adopted a share ownership policy in 2017. In April 2022, following a holistic review of our share ownership policy, our Board increased the amount required to be held by our Chief Executive Officer as demonstrated in the table below. The share ownership policy, which applies to all of our NEOs and certain executive officers, is as follows:

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EXECUTIVE COMPENSATION

	Position			Value of Share Ownership*
	Chief Executive Officer			Increased to 6 times annual base salary
	Brand Presidents and Executive Vice Presidents			3 times annual base salary
	Senior Vice Presidents			1 times annual base salary

Values are determined annually based on the average daily closing price of our ordinary shares for the previous calendar year.

To the extent our NEOs are still serving as executive officers, all of our NEOs, other than Mr. Dahlgren, who joined our Company in 2023, currently exceed the required share ownership amounts. Executive officers have five years from the date they first become subject to the share ownership policy to meet the requirements and are required to retain 50% of the net after-tax shares received in respect of equity awards until they are in compliance. Unexercised stock options and PSUs do not count towards the share ownership policy amounts unless, in the case of PSUs, the performance criteria have been met.

Clawback Policy

The SEC approved the NYSE’s proposed listing standards in June 2023 to implement the SEC’s clawback rule adopted pursuant to the requirements of Section 954 of the Dodd-Frank Act. The listing standards required all NYSE-listed companies to adopt a clawback policy for current and former Section 16 officers (“Covered

Executives”) by December 1, 2023. In October 2023, our Board approved a revised clawback policy pursuant to the listing rules. The clawback policy requires our Compensation Committee, subject to certain narrow exceptions permitted by the NYSE listing standards, to recover from Covered Executives erroneously awarded compensation in the event of a restatement of our financial statements due to material noncompliance with federal securities laws. Incentive-based compensation that was “received” during the three fiscal years preceding the restatement, beginning with performance periods ending after October 3, 2023, is subject to recoupment. In addition to the mandatory clawback provisions required by the NYSE listing standards, our Board or Compensation Committee has the discretionary authority to recover all or a portion of any erroneously awarded compensation from a Covered Executive in the event of misconduct including committing a felony or similar crime, engaging in acts of fraud, insubordination, dishonesty or disloyalty, materially breaching an agreement with our Company or violating our Code of Ethical Business Conduct. A copy of our clawback policy was filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2023.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement. Based upon this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement.

Compensation Committee of the Board of Directors

Mary E. Landry (Chairperson)
Zillah Byng-Thorne
Harry C. Curtis

April 24, 2024

The foregoing report of our Compensation Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by our Company (including any future filings) under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate such report by reference therein.

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EXECUTIVE COMPENSATION TABLES

2023 Summary Compensation Table

The following table presents information regarding the compensation of each of our NEOs for services rendered during 2023, 2022 and 2021.

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)
Harry Sommer President and Chief Executive Officer		2023		1,000,822		1,000,000		5,224,983		—		1,572,551		66,236		8,864,592
		2022		900,000		—		1,895,383		—		1,800,000		55,310		4,650,693
		2021		698,849		—		2,158,701		—		700,000		53,481		3,611,031
Frank J. Del Rio Former President and Chief Executive Officer		2023		1,000,000		—		—		—		9,000,000		2,372,976		12,372,976
		2022		2,000,000		—		10,999,980		—		8,000,000		209,353		21,209,333
		2021		1,797,041		—		14,063,639		—		3,600,000		208,088		19,668,768
Mark A. Kempa Executive Vice President and Chief Financial Officer		2023		900,000		1,000,000		1,999,994		—		999,000		40,152		4,939,146
		2022		900,000		—		1,895,383		—		1,800,000		54,257		4,649,640
		2021		698,849		—		2,158,701		—		700,000		48,892		3,606,442
Patrik Dahlgren Executive Vice President, Vessel Operations		2023		500,548		2,900,000		1,999,984		—		555,609		21,312		5,977,453
Daniel S. Farkas Executive Vice President, General Counsel, Chief Development Officer and Secretary		2023		700,000		1,000,000		1,999,994		—		777,000		44,232		4,521,226
David Herrera President, Norwegian Cruise Line		2023		682,192		—		1,274,987		—		705,231