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When
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Thursday, June 12, 2025, at 9:00 a.m. (Eastern time)
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Where
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Pullman Miami
5800 Waterford District Drive Miami, Florida 33126 |
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Items of
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Proposal 1
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Election of the following director nominees to serve as Class III directors on our board of directors for the terms described in the attached Proxy Statement:
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José E. Cil
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Harry C. Curtis
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Harry Sommer
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Proposal 2
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| | | Approval, on a non-binding, advisory basis, of the compensation of our named executive officers | | ||||||||
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Proposal 3
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| | | 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 | | ||||||||
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Proposal 4
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| | | Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2025, and the determination of PwC’s remuneration by our Audit Committee | | ||||||||
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Additional
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Receive the audited financial statements (together with the auditor’s report) for the year ended December 31, 2024, pursuant to the Bermuda Companies Act 1981, as amended, and our bye-laws
Consider any other business which may properly come before the 2025 Annual General Meeting or any postponement or adjournment
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Attending the
Annual General Meeting |
| | | You will be asked to provide photo identification and appropriate proof of NCLH share ownership to attend the meeting. You can find more information under “About the Annual General Meeting and Voting” in the accompanying Proxy Statement. | | ||||||||
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Who Can Vote
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| | | Holders of each NCLH ordinary share at the close of business on April 2, 2025 | |
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How to Vote in Advance
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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: |
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By telephone — You can vote your shares by calling the number provided in your proxy card or voting instruction form
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By Internet — You can vote your shares online at www.proxyvote.com
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By mail — Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided
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| PROXY SUMMARY | | | | |
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| PROPOSAL 1 — ELECTION OF DIRECTORS | | | | |
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| CORPORATE GOVERNANCE | | | | |
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| DIRECTOR COMPENSATION | | | | |
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| PROPOSAL 2 — ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | | | | |
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| EXECUTIVE COMPENSATION | | | | |
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| COMPENSATION COMMITTEE REPORT | | | | |
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| EXECUTIVE COMPENSATION TABLES | | | | |
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| PROPOSAL 3 — APPROVAL OF AMENDMENT TO 2013 PERFORMANCE INCENTIVE PLAN | | | | |
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| PROPOSAL 4 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | | | |
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| AUDIT COMMITTEE REPORT | | | | |
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| SHARE OWNERSHIP INFORMATION | | | | |
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| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | | | | |
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| ABOUT THE ANNUAL GENERAL MEETING AND VOTING | | | | |
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APPENDIX A — AMENDMENT TO THE 2013
PERFORMANCE INCENTIVE PLAN |
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| APPENDIX B — NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS | | | |
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DATE AND TIME
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PLACE
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RECORD DATE
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Thursday, June 12, 2025
9:00 a.m. (Eastern Time) |
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Pullman Miami
5800 Waterford District Drive
Miami, Florida 33126
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April 2, 2025
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BOARD RECOMMENDATION
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Election of three Class III directors
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FOR
each director nominee
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Approval, on a non-binding, advisory basis, of the compensation of our named executive officers
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FOR
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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
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FOR
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Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2025, and the determination of PwC’s remuneration by our Audit Committee
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FOR
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Class III (Term to Expire in 2028)
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Name
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Age
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Director
Since |
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Independent
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Occupation
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Committee
Memberships |
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Other Current
Public Company Boards |
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José E. Cil
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55
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2023
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Former Chief Executive Officer, Restaurant Brands International Inc.
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TESS(1) (Chairperson)
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Audit
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Harry C. Curtis
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67
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2021
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Former Managing Director, Nomura Instinet
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Audit (Chairperson)
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Compensation
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Harry Sommer
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57
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2023
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—
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President and Chief Executive Officer, Norwegian Cruise Line Holdings Ltd.
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Class I (Term Expires in 2026)
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Name
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Age
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Director
Since |
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Independent
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Occupation
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Committee
Memberships |
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Other Current
Public Company Boards |
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David M. Abrams
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58
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2014
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Founder and Co-Managing Partner, Velocity Capital Management
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Nominating & Governance
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TESS
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Zillah Byng-Thorne
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50
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2022
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Chief Executive Officer, Dignity plc
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Audit
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Compensation
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Nominating & Governance
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Trustpilot
Group plc(2)
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Class II (Term Expires in 2027)
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Name
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Age
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Director
Since |
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Independent
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Occupation
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Committee
Memberships |
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Other Current
Public Company Boards |
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John Chidsey
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62
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2025(3)
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Former Chief Executive Officer, Subway Restaurants
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Nominating & Governance (Chairperson)
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Audit
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Stella David
(Chairperson) |
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62
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2017
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Former Chief Executive Officer, William Grant & Sons Limited
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Compensation
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Nominating & Governance
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Entain plc(2)
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Mary E. Landry
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68
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2018
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Former Rear Admiral, U.S. Coast Guard
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Compensation (Chairperson)
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TESS
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WHAT WE DO
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WHAT WE DON’T DO
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Annual cash performance incentives earned based on pre-established targets for entity-wide performance
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Provide excise tax “gross-ups” on 280G parachute payments
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All NEOs receive a combination of performance-based and time-based annual equity awards
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Allow senior officers and directors to hedge, short-sell or pledge shares
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Robust share ownership policy
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Provide “single-trigger” change in control payments or benefits
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Robust succession planning process
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Reprice stock options without shareholder approval
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Comprehensive clawback policy covering both cash and equity
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Provide automatic base salary increases for NEOs
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL GENERAL MEETING TO BE HELD ON JUNE 12, 2025 |
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The Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2024 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”).
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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.
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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 2024 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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Class III Director Nominees (Term to Expire in 2028)
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JOSÉ E. CIL
Former Chief Executive Officer, Restaurant Brands International Inc.
Age: 55
Director Since: October 2023
Independent Director Committees:
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TESS (Chairperson)
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Audit
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Favorite Norwegian Aqua Experience:
“Enjoying a cigar at the Humidor Cigar Lounge”
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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
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Advisor, RBI: March 2023 – March 2024
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Chief Executive Officer, RBI, which owns Tim Hortons®, Burger King®, Popeyes® and Firehouse Subs®: January 2019 – March 2023
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Global President, Burger King: December 2014 – January 2019
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President, Burger King Europe, Middle East & Africa: November 2010 – December 2014
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Vice President and Regional General Manager, South Florida, Wal-Mart Stores, Inc.: February 2010 – November 2010
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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
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Director, Restaurant Brands Europe f/k/a Restaurant Brands Iberia
Past Public Company Boards
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Board Member, Carrols Restaurant Group, Inc. (NASDAQ: TAST): January 2015 – February 2020
Current Community and Academic Boards
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Board of Advisors, Belen Jesuit Preparatory School
Education
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J.D., University of Pennsylvania Law School
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B.A., Tulane University
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HARRY C. CURTIS
Former Managing Director, Nomura Instinet
Age: 67
Director Since: October 2021
Independent Director Committees:
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Audit (Chairperson)
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Compensation
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Favorite Norwegian Aqua Experience:
“Golfing around the world at Tee Time”
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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 in-depth 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
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Managing Director, Nomura Instinet: 2010 – 2020
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Managing Director, Chilton Investment Co.: 2008 – 2010
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Managing Director, JP Morgan: 2002 – 2008
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Visiting Professor, University of Nevada: 2002 – 2007
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Partner/Managing Director, Robertson Stephens: 1998 – 2002
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Vice President, Equity Research, Smith Barney: 1995 – 1997
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Vice President, Equity Research, Hanifen Imhoff: 1992 – 1995
Education
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B.A. in English, Connecticut College
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Chartered Financial Analyst
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HARRY SOMMER
President and Chief Executive Officer of our Company
Age: 57
Director Since: July 2023
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Favorite Norwegian Aqua Experience:
“The Aqua Slidecoaster”
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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 three newbuilds for our Company’s fleet, Norwegian Viva, Seven Seas Grandeur and Norwegian Aqua. 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
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President and Chief Executive Officer, NCLH: July 2023 – Present
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President and Chief Executive Officer – Elect, NCLH: April 2023 – June 2023
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President and Chief Executive Officer, Norwegian Cruise Line: January 2020 – March 2023
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President, International, NCLH: January 2019 – January 2020
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Executive Vice President, International Business Development, NCLH: May 2015 – January 2019
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Executive Vice President and Chief Integration Officer, NCLH: February 2015 – May 2015
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Senior Vice President and Chief Marketing Officer of Prestige Cruises: October 2013 – February 2015
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Senior Vice President, Finance, and Chief Information Officer of Prestige Cruises: September 2011 – October 2013
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Senior Vice President, Accounting, Chief Accounting Officer and Controller of Prestige Cruises: August 2009 – August 2011
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Co-founder and President of Luxury Cruise Center, a high-end travel agency: 2002 – 2008
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Vice President, Relationship Marketing for Norwegian Cruise Line: 2000 – 2001
Education
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M.B.A., Pace University
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B.B.A., Baruch College
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Certified Public Accountant (inactive license)
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OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
“FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE. |
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Class I (Term Expires in 2026)
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DAVID M. ABRAMS
Founder and Co-Managing Partner, Velocity Capital Management
Age: 58
Director Since: April 2014
Independent Director Committees:
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Nominating & Governance
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TESS
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Favorite Norwegian Aqua Experience:
“Practicing free throws on the Glow Court”
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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
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Founder and Co-Managing Partner, Velocity Capital Management: November 2021 – Present
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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
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Partner, Apollo Global Management, LLC, and founder of the Apollo European Principal Finance Fund franchise, which he ran from 2007 – 2015
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Controlling shareholder of Keemotion SPRL, a leading sports technology company with operations in the U.S. and Europe: January 2015 – Present
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Co-Managing Partner of the Scranton/Wilkes-Barre RailRiders, the AAA-Affiliate of the New York Yankees: November 2014 – Present
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Managing Director, Leveraged Finance Group, Credit Suisse, based in London and New York: 1996 – 2007
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Founder and Head of the Specialty Finance Investment business, Credit Suisse, which included investing in non-performing loan portfolios and distressed assets: 2004 – 2007
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Founding member and Co-Head, Global Distressed Sales and Trading Group, Credit Suisse (and its predecessor Donaldson, Lufkin & Jenrette, Inc.): 1996 – 2004
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Associate/Vice President, Argosy Group, a boutique corporate restructuring firm
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Analyst, Investment Banking Division, Bear Stearns & Co.: 1989
Past Public Company Boards
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Cansortium Inc. (CSE listed)
Education
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B.S. in Economics, Wharton School of Business, University of Pennsylvania
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ZILLAH BYNG-THORNE
Chief Executive Officer, Dignity plc
Age: 50
Director Since: November 2022
Independent Director Committees:
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Audit
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Compensation Committee
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Nominating & Governance
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Favorite Norwegian Aqua Experience:
“Revolution: A Celebration of Prince”
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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
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Chief Executive Officer, Dignity plc: June 2024 – Present
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Operating Partner, True Capital Limited: August 2023 – February 2024
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Chief Executive Officer, Future plc: April 2014 – March 2023
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Chief Financial Officer, Future plc: November 2013 – March 2014
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Interim Chief Executive Officer, Trader Media Group (owner of Auto Trader): 2012 – 2013
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Chief Financial Officer, Trader Media Group (owner of Auto Trader): 2009 – 2012
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Commercial Director and Chief Financial Officer, Fitness First: 2006 – 2009
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Chief Financial Officer, Thresher Group: 2002 – 2006
Current Public Company Boards
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Chairperson, Trustpilot Group plc (LSE listed)
Past Public Company Boards
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Executive Chair, M&C Saatchi Group (LSE Listed)
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Future plc (LSE listed)
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Flutter Entertainment plc (LSE listed)
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THG plc (LSE listed)
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GoCo Group plc (formerly LSE listed)
Prior Private Company Boards
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Non-Executive Director, MiQ
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Non-Executive Director, GWI
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Non-Executive Director, CarTrawler
Education
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M.A. in Management, Glasgow University
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MSc in Behavioural Change, Henley Business School
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Chartered Management Accountant (The Chartered Institute of Management Accountants)
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Qualified Treasurer (Association of Corporate Treasurers)
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Class II (Term Expires in 2027)
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JOHN CHIDSEY
Former Chief Executive Officer, Subway Restaurants
Age: 62
Director Since: February 2025 (Previously from April 2013 to January 2022)
Independent Director Committees:
•
Nominating & Governance (Chairperson)
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Audit
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Favorite Norwegian Aqua Experience:
“Playing darts at the Bull’s Eye Bar”
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Qualifications and Experiences that Help Us Deliver on Our Mission
Mr. Chidsey contributes an in-depth understanding of the opportunities and demands of running a multi-national corporation to our Board. Through his legal, finance and accounting background and his leadership roles at Subway Restaurants, Burger King
and Cendant, he developed skills that provide insight into the unique logistical demands of the cruise industry. His experience with public company leadership roles helps him align our Board with what our shareholders value most.
Career Highlights
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Chief Executive Officer, Subway Restaurants: November 2019 – December 2024
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Chief Executive Officer, Burger King Holdings, Inc.: April 2006 – October 2010
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President and Chief Financial Officer, Burger King Holdings, Inc.: September 2005 – April 2006
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President, North America, Burger King Holdings, Inc.: June 2004 – September 2005
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Executive Vice President, Chief Administrative and Financial Officer, Burger King Holdings, Inc.: March 2004 – June 2004
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Chairman and Chief Executive Officer, Vehicle Services Division, Cendant, a $5.9 billion division, which included Avis Rent A Car, Budget Rent A Car Systems, PHH and Wright Express, and the Financial Services Division, a $1.4 billion division, which included Jackson Hewitt; Senior Vice President, Preferred Alliances: 1996 – 2003
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Various senior leadership roles including Director of Finance, Pepsi-Cola Eastern Europe and Chief Financial Officer, PepsiCo World Trading Co., Inc.: beginning in 1992
Past Public Company Boards
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Encompass Health Corporation (formerly HealthSouth Corporation) (NYSE: EHC)
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Burger King Holdings, Inc., Chairman of the Board
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Brinker International Inc.
Education
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M.B.A. in Finance and Accounting, Emory University
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J.D., Emory University
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B.A., Davidson College
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STELLA DAVID
Former Chief Executive Officer, William Grant & Sons Limited
Age: 62
Chairperson of our Board
Director Since: January 2017
Independent Director Committees:
•
Compensation
•
Nominating & Governance
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Favorite Norwegian Aqua Experience:
“Flotation salt pool in the Mandara Spa”
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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 – August 2024 and February 2025 – Present
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Interim Chief Executive Officer, C&J Clark Limited, an international shoe manufacturer and retailer: June 2018 – April 2019
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Chief Executive Officer, William Grant & Sons Limited, an international spirits company: August 2009 – March 2016
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Various positions at Bacardi Limited 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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MARY E. LANDRY
Former U.S. Coast Guard Rear Admiral
Age: 68
Director Since: June 2018
Independent Director Committees:
•
Compensation (Chairperson)
•
TESS
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Favorite Norwegian Aqua Experience:
“An evening stroll on Ocean Boulevard”
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| |
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 regarding 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
|
|
|
![]() Chairperson: Stella David
![]()
Number of Board Meetings in 2024
![]() Board and Committee Meeting Attendance by All Directors ![]() Annual General Meeting Attendance by Directors |
| |
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 | | |||
|
•
Stella David*
|
| | Chairperson of the Board | | |||
|
•
Harry C. Curtis*
|
| | Chairperson of the Audit Committee | | |||
|
•
Mary E. Landry*
|
| | Chairperson of the Compensation Committee | | |||
|
•
John Chidsey*
|
| |
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.
|
|
|
![]() Chairperson: Harry C. Curtis
![]()
Number of
Meetings in 2024
Other Committee Members
•
Zillah Byng-Thorne
•
John Chidsey
•
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, 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. Abrams, who served on our Audit Committee through December 31, 2024, 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.”
|
|
|
![]() Chairperson: Mary E. Landry
![]()
Number of Meetings in 2024
Other Committee Members
•
Zillah Byng-Thorne
•
Harry C. Curtis
•
Stella David
|
| |
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 2024 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.
|
|
|
![]() Chairperson: John Chidsey
![]()
Number of
Meetings in 2024
Other Committee Members
•
David Abrams
•
Zillah Byng-Thorne
•
Stella David
|
| |
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. Mr. Galbut, who served on our Nominating and Governance Committee through August 11, 2024, was considered independent during his service.
|
|
|
![]() Chairperson: José E. Cil
![]()
Number of
Meetings in 2024
Other Committee Members
•
David Abrams
•
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 as well as other corporate social responsibility matters;
•
oversee our programs and policies related to technology, including artificial intelligence, 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 (including artificial intelligence), 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. Ms. David, who served on our TESS Committee through February 4, 2025, was considered independent during her service.
|
|
|
Type of Retainer or Fee
|
| |
Amount
|
| |||
| Annual Cash Retainer | | | | $ | 100,000 | | |
| Chairperson of the Board | | | | $ | 200,000 | | |
| Chairperson of the Audit Committee | | | | $ | 40,000 | | |
| Chairperson of the Compensation Committee | | | | $ | 40,000 | | |
| Chairperson of the Nominating and Governance Committee | | | | $ | 40,000 | | |
| Chairperson of the TESS Committee | | | | $ | 40,000 | | |
| Audit Committee Member Retainer(1) | | | | $ | 20,000 | | |
|
Compensation Committee Member Retainer(1)
|
| | | $ | 20,000 | | |
| Nominating and Governance Committee Member Retainer(1) | | | | $ | 20,000 | | |
| TESS Committee Member Retainer(1) | | | | $ | 20,000 | | |
|
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(4) | | | | | 140,000 | | | |
199,999
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
339,999
|
|
| Zillah Byng-Thorne | | | | | 160,000 | | | |
199,999
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
359,999
|
|
| José E. Cil(4) | | | | | 160,000 | | | |
199,999
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
359,999
|
|
| Harry C. Curtis | | | | | 160,000 | | | |
199,999
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
359,999
|
|
| Stella David(4) | | | | | 237,174 | | | |
199,999
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
437,173
|
|
| Russell W. Galbut(5) | | | | | 320,000 | | | |
369,431
|
| |
—
|
| |
—
|
| |
—
|
| |
100,000
|
| |
789,431
|
|
| Mary E. Landry | | | | | 160,000 | | | |
199,999
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
359,999
|
|
|
Name
|
| |
Unvested
RSUs |
| |||
| David M. Abrams | | | | | 16,375 | | |
| Zillah Byng-Thorne | | | | | 10,917 | | |
| José E. Cil | | | | | 16,375 | | |
| Harry C. Curtis | | | | | 10,917 | | |
| Stella David | | | | | 16,375 | | |
| Russell W. Galbut | | | | | — | | |
| Mary E. Landry | | | | | 10,917 | | |
|
![]() |
| |
OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”
ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT. |
|
|
![]() |
| |
Sincerely,
Mary Landry, Chairperson of the Compensation Committee |
|
|
WHAT WE HEARD
|
| | |
HOW WE RESPONDED
|
| ||||||
|
![]() |
| |
Requested that our executive compensation performance measures be tied to our long-term targets
|
| | |
![]() |
| |
In direct response to shareholder feedback, our 2025 short- and long-term incentive metrics correlate to our 2026 Charting the Course targets announced at our May 2024 Investor Day
|
|
|
![]() |
| |
Shareholders advised that they supported the improvements to the 2024 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 2024 compensation program into the 2025 compensation program
|
|
|
![]() |
| |
Requested that the Compensation Committee be thoughtful about the types of adjustments made to financial performance metrics for the executive compensation program
|
| | |
![]() |
| |
Our Compensation Committee gave careful consideration to the types of adjustments that would be made to GAAP measures in the definitions of the non-GAAP metrics used for the executive compensation program to motivate the right types of management behavior
|
|
|
![]() |
| |
Advised that they were supportive of the Adjusted ROIC metric included in the 2025 long-term incentive
|
| | |
![]() |
| |
Our Compensation Committee again included Adjusted ROIC as a metric in our 2025 long-term incentive
|
|
|
![]() |
| |
Supported strong alignment between executive compensation and increased shareholder value
|
| | |
![]() |
| |
Our Compensation Committee strove to focus the management team on the metrics it believes will best drive our Company’s performance for the 2024 and 2025 executive compensation program
|
|
| Harry Sommer | | | | President and Chief Executive Officer | |
| Mark A. Kempa | | | | Executive Vice President and Chief Financial Officer | |
| Patrik Dahlgren | | | | Executive Vice President, Chief Vessel Operations and Newbuild Officer | |
| Daniel S. Farkas | | | | Executive Vice President, General Counsel, Chief Development Officer and Secretary | |
| David Herrera | | | | President, Norwegian Cruise Line | |
|
NEO
|
| |
2023
Base Salary |
| |
2024
Base Salary(1) |
| ||||||
| Harry Sommer | | | | $ | 1,000,822(2) | | | | | $ | 1,150,000 | | |
| Mark A. Kempa | | | | $ | 900,000 | | | | | $ | 940,000 | | |
| Patrik Dahlgren | | | | $ | 900,000(3) | | | | | $ | 920,000 | | |
| Daniel S. Farkas | | | | $ | 700,000 | | | | | $ | 717,500 | | |
| David Herrera | | | | $ | 681,250(2) | | | | | $ | 850,273(2) | | |
|
2024 Metric
Category |
| |
Threshold
Metric |
| |
Target
Metric |
| |
Maximum
Metric |
| |
Actual 2024
Performance |
| |
% of Target
(100% of Possible 200%) |
| |
Payout
|
|
| Adjusted EBITDA | | |
$2.016
billion |
| | $2.200 billion | | |
$2.359
billion |
| | $2.534 billion(1) | | | 0-80% | | |
Maximum
(180)% |
|
|
Strategic Health & Safety Goal
|
| | — | | |
Successfully clear all Passenger Ship Safety Certificate inspections, securing a full-term or short-term certificate for our fleet and our fleet average United States Public Health inspection score is 92 or above
|
| | — | | |
Our Compensation Committee determined we achieved both goals
|
| | 0-10% | | |
Target
(10)% |
|
| Sustainability Metric | | | — | | |
Earned if by the end of 2024, 59% of our fleet had shore power installed
|
| | — | | |
Our Compensation Committee determined that over 59% of our fleet had shore power installed by the end of 2024
|
| | 0-10% | | |
Target
(10)% |
|
| | | | | | | | | | | | | Total Payout: | | | | | |
200%
|
|
|
Name
|
| |
Target
Annual Performance Incentive Amount |
| |
Actual Annual
Performance Incentive Paid |
| |
% of
Target Paid |
| |||
| Harry Sommer | | |
$2,300,000
(200% of base salary) |
| | | $ | 4,600,000 | | | |
200%
|
|
| Mark A. Kempa | | |
$940,000
(100% of base salary) |
| | | $ | 1,880,000 | | | |
200%
|
|
| Patrik Dahlgren | | |
$920,000
(100% of base salary) |
| | | $ | 1,840,000 | | | |
200%
|
|
| Daniel S. Farkas | | |
$717,500
(100% of base salary) |
| | | $ | 1,435,000 | | | |
200%
|
|
| David Herrera | | |
$1,250,273
(~147% of base salary) |
| | | $ | 2,100,546 | | | |
200%
|
|
|
Components of Long-Term Equity
Incentive Compensation |
| |
What It Is
|
| |
Why We Use It
|
| |
2024 Weighting
|
|
| Regular-cycle PSUs (performance share units), granted March 2024 | | |
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 2024 | | |
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 2025, 2026 and 2027.
|
| |
Aligns our NEOs’ interests with those of our shareholders.
Serves as a retention incentive.
|
| | 50% of total target equity award | |
|
Name
|
| |
Target
PSU Value |
| |
RSU Value
|
| ||||||
| Harry Sommer | | | | $ | 3,000,000 | | | | | $ | 3,000,000 | | |
| Mark Kempa | | | | $ | 1,060,000 | | | | | $ | 1,060,000 | | |
| Patrik Dahlgren | | | | $ | 1,030,000 | | | | | $ | 1,030,000 | | |
| Daniel S. Farkas | | | | $ | 1,025,000 | | | | | $ | 1,025,000 | | |
| David Herrera | | | | $ | 835,000 | | | | | $ | 835,000 | | |
|
•
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.
|
|
| | | | | |
|
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.
|
|
|
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 |
|
|
Name and Principal Position
|
| | |
Year
|
| | |
Salary
($) |
| | |
Bonus
($)(1) |
| | |
Stock
Awards ($)(2) |
| | |
Option
Awards ($) |
| | |
Non-Equity
Incentive Plan Compensation ($)(3) |
| | |
All Other
Compensation ($)(4) |
| | |
Total
($) |
| ||||||||||||||||||||||||
|
Harry Sommer
President and Chief Executive Officer |
| | | | | 2024 | | | | | | | 1,150,000 | | | | | | | 1,000,000 | | | | | | | 5,999,962 | | | | | | | — | | | | | | | 4,600,000 | | | | | | | 61,697 | | | | | | | 12,811,659 | | |
| | | 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 | | | ||||
|
Mark A. Kempa
Executive Vice President and Chief Financial Officer |
| | | | | 2024 | | | | | | | 940,000 | | | | | | | 1,000,000 | | | | | | | 2,119,971 | | | | | | | — | | | | | | | 1,880,000 | | | | | | | 41,531 | | | | | | | 5,981,502 | | |
| | | 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 | | | ||||
|
Patrik Dahlgren
Executive Vice President, Chief Vessel Operations and Newbuild Officer |
| | | | | 2024 | | | | | | | 920,000 | | | | | | | — | | | | | | | 2,059,979 | | | | | | | — | | | | | | | 1,840,000 | | | | | | | 46,830 | | | | | | | 4,866,809 | | |
| | | 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 |
| | | | | 2024 | | | | | | | 717,500 | | | | | | | 1,000,000 | | | | | | | 2,049,987 | | | | | | | — | | | | | | | 1,435,000 | | | | | | | 46,591 | | | | | | | 5,249,078 | | |
| | | 2023 | | | | | | | 700,000 | | | | | | | 1,000,000 | | | | | | | 1,999,994 | | | | | | | — | | | | | | | 777,000 | | | | | | | 44,232 | | | | | | | 4,521,226 | | | ||||
|
David Herrera
President, Norwegian Cruise Line |
| | | | | 2024 | | | | | | | 850,273 | | | | | | | — | | | | | | | 1,669,974 | | | | | | | — | | | | | | | 2,100,546 | | | | | | | 46,691 | | | | | | | 4,667,484 | | |
| | | 2023 | | | | | | | 682,192 | | | | | | | — | | | | | | | 1,274,987 | | | | | | | — | | | | | | | 705,231 | | | | | | | 39,137 | | | | | | | 2,701,547 | | |
|
Name
|
| |
Automobile
($)(a) |
| |
401(k)
Employer Match ($)(b) |
| |
Executive
Medical Plan Premium ($)(c) |
| |
CEO
Benefits ($)(d) |
| |
Other
Benefits ($)(e) |
| |
Total
($) |
| ||||||||||||||||||
| Harry Sommer | | | | | 30,000 | | | | | | 5,000 | | | | | | 22,896 | | | | | | 2,150 | | | | | | 1,651 | | | | | | 61,697 | | |
| Mark A. Kempa | | | | | 18,000 | | | | | | — | | | | | | 22,896 | | | | | | — | | | | | | 635 | | | | | | 41,531 | | |
| Patrik Dahlgren | | | | | 18,000 | | | | | | 5,000 | | | | | | 22,896 | | | | | | — | | | | | | 934 | | | | | | 46,830 | | |
| Daniel S. Farkas | | | | | 18,000 | | | | | | 5,000 | | | | | | 22,896 | | | | | | — | | | | | | 695 | | | | | | 46,591 | | |
| David Herrera | | | | | 18,000 | | | | | | 5,000 | | | | | | 22,896 | | | | | | — | | | | | | 795 | | | | | | 46,691 | | |
| | | | |
Grant
Date |
| | |
Estimated Potential
Payouts Under Non-Equity Incentive Plan Awards(1) |
| | |
Estimated Future
Payouts Under Equity Incentive Plan Awards |
| | |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| | |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| | |
Exercise
or Base Price of Option Awards ($/Sh) |
| | |
Grant Date
Fair Value of Stock and Option Awards(2) ($) |
| |||||||||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| | |
Threshold
($) |
| | |
Target
($) |
| | |
Max
($) |
| | |
Threshold
(#) |
| | |
Target
(#) |
| | |
Max
(#) |
| | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Harry Sommer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
2024 Annual Cash Performance Incentive
|
| | | | | — | | | | | | | 460,000 | | | | | | | 2,300,000 | | | | | | | 4,600,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
|
RSU Award(3)
|
| | | | | 3/1/24 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 155,520 | | | | | | | — | | | | | | | — | | | | | | | 2,999,981 | | |
|
PSU Award(4)
|
| | | | | 3/1/24 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 38,880 | | | | | | | 155,520 | | | | | | | 311,040 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 2,999,981 | | |
| Mark A. Kempa | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
2024 Annual Cash Performance Incentive
|
| | | | | — | | | | | | | 188,000 | | | | | | | 940,000 | | | | | | | 1,880,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
|
RSU Award(3)
|
| | | | | 3/1/24 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 54,950 | | | | | | | — | | | | | | | — | | | | | | | 1,059,986 | | |
|
PSU Award(4)
|
| | | | | 3/1/24 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 13,738 | | | | | | | 54,950 | | | | | | | 109,900 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 1,059,986 | | |
| Patrik Dahlgren | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
2024 Annual Cash Performance Incentive
|
| | | | | — | | | | | | | 184,000 | | | | | | | 920,000 | | | | | | | 1,840,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
|
RSU Award(3)
|
| | | | | 3/1/24 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 53,395 | | | | | | | — | | | | | | | — | | | | | | | 1,029,990 | | |
|
PSU Award(4)
|
| | | | | 3/1/24 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 13,349 | | | | | | | 53,395 | | | | | | | 106,790 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 1,029,990 | | |
| Daniel S. Farkas | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
2024 Annual Cash Performance Incentive
|
| | | | | — | | | | | | | 143,500 | | | | | | | 717,500 | | | | | | | 1,435,000 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
|
RSU Award(3)
|
| | | | | 3/1/24 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 53,136 | | | | | | | — | | | | | | | — | | | | | | | 1,024,993 | | |
|
PSU Award(4)
|
| | | | | 3/1/24 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 13,284 | | | | | | | 53,136 | | | | | | | 106,272 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 1,024,993 | | |
| David Herrera | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
2024 Annual Cash Performance Incentive
|
| | | | | — | | | | | | | 170,055 | | | | | | | 1,250,273 | | | | | | | 2,100,546 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
|
RSU Award(3)
|
| | | | | 3/1/24 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 43,286 | | | | | | | — | | | | | | | — | | | | | | | 834,987 | | |
|
PSU Award(4)
|
| | | | | 3/1/24 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 10,822 | | | | | | | 43,286 | | | | | | | 86,572 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 834,987 | | |
| | | | |
Option Awards
|
| | |
Stock Awards
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| | |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| | |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| | |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| | |
Option
Exercise Price ($/Sh) |
| | |
Option
Expiration Date |
| | |
Number of
Shares or Units of Stock That Have Not Vested(2) (#) |
| | |
Market
Value of Shares or Units of Stock That Have Not Vested(3) ($) |
| | |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) (#) |
| | |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) |
| |||||||||||||||||||||||||||
|
Harry Sommer
|
| | | | | 50,000 | | | | | | | — | | | | | | | — | | | | | | | 56.19 | | | | | | | 6/30/2025 | | | | | | | 44,034(5) | | | | | | | 1,132,995 | | | | | | | 102,564(7) | | | | | | | 2,638,972 | | |
| | | 50,000 | | | | | | | — | | | | | | | — | | | | | | | 59.43 | | | | | | | 8/3/2025 | | | | | | | 48,511(5) | | | | | | | 1,248,188 | | | | | | | 132,100(8) | | | | | | | 3,398,933 | | | ||||
| | | 25,000 | | | | | | | — | | | | | | | — | | | | | | | 50.31 | | | | | | | 2/28/2026 | | | | | | | 155,520(6) | | | | | | | 4,001,530 | | | | | | | 145,532(8) | | | | | | | 3,744,538 | | | ||||
| | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 311,040(9) | | | | | | | 8,003,059 | | | ||||
|
Mark A. Kempa
|
| | | | | 30,000 | | | | | | | — | | | | | | | — | | | | | | | 56.19 | | | | | | | 6/30/2025 | | | | | | | 44,034(5) | | | | | | | 1,132,995 | | | | | | | 102,564(7) | | | | | | | 2,638,972 | | |
| | | 15,000 | | | | | | | — | | | | | | | — | | | | | | | 50.31 | | | | | | | 2/28/2026 | | | | | | | 54,950(6) | | | | | | | 1,413,864 | | | | | | | 132,100(8) | | | | | | | 3,398,933 | | | ||||
| | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 109,900(9) | | | | | | | 2,827,727 | | | ||||
|
Patrik Dahlgren
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 30,084(5) | | | | | | | 774,061 | | | | | | | 90,252(8) | | | | | | | 2,322,184 | | |
| | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 53,395(6) | | | | | | | 1,373,853 | | | | | | | 106,790(9) | | | | | | | 2,747,707 | | | ||||
|
Daniel S. Farkas
|
| | | | | 30,000 | | | | | | | — | | | | | | | — | | | | | | | 56.19 | | | | | | | 6/30/2025 | | | | | | | 44,034(5) | | | | | | | 1,132,995 | | | | | | | 102,564(7) | | | | | | | 2,638,972 | | |
| | | 15,000 | | | | | | | — | | | | | | | — | | | | | | | 50.31 | | | | | | | 2/28/2026 | | | | | | | 53,136(6) | | | | | | | 1,367,189 | | | | | | | 132,100(8) | | | | | | | 3,398,933 | | | ||||
| | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 106,272(9) | | | | | | | 2,734,379 | | | ||||
|
David Herrera
|
| | | | | 30,000 | | | | | | | — | | | | | | | — | | | | | | | 56.19 | | | | | | | 6/30/2025 | | | | | | | 10,256(4) | | | | | | | 263,887 | | | | | | | 100,870(8) | | | | | | | 2,595,385 | | |
| | | 25,000 | | | | | | | — | | | | | | | — | | | | | | | 59.43 | | | | | | | 8/3/2025 | | | | | | | 26,420(5) | | | | | | | 679,787 | | | | | | | 86,572(9) | | | | | | | 2,227,498 | | | ||||
| | | 15,000 | | | | | | | — | | | | | | | — | | | | | | | 50.31 | | | | | | | 2/28/2026 | | | | | | | 1,978(5) | | | | | | | 50,894 | | | | | | | — | | | | | | | — | | | ||||
| | | 15,000 | | | | | | | — | | | | | | | — | | | | | | | 50.31 | | | | | | | 2/28/2026 | | | | | | | 43,286(6) | | | | | | | 1,113,749 | | | | | | | — | | | | | | | — | | |
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value
Realized on Exercise ($)(1) |
| |
Number of
Shares Acquired on Vesting (#) |
| |
Value
Realized on Vesting ($)(1) |
| ||||||||||||
| Harry Sommer | | | | | — | | | | | | — | | | | | | 157,089 | | | | | | 3,030,247 | | |
| Mark A. Kempa | | | | | — | | | | | | — | | | | | | 132,834 | | | | | | 2,562,368 | | |
| Patrik Dahlgren | | | | | — | | | | | | — | | | | | | 15,042 | | | | | | 290,160 | | |
| Daniel S. Farkas | | | | | — | | | | | | — | | | | | | 132,834 | | | | | | 2,562,368 | | |
| David Herrera | | | | | — | | | | | | — | | | | | | 30,036 | | | | | | 579,394 | | |
| |
Harry Sommer
|
| |
| |
Mark A. Kempa
|
| |
| |
Patrik Dahlgren
|
| |
| |
Daniel S. Farkas
|
| |
| |
David Herrera
|
| |
| |
NEOs
|
| |
|
Name
|
| | |
Voluntary
Termination or Termination for Cause ($) |
| | |
Death or Disability
($) |
| | |
Termination Without
Cause or Good Reason ($) |
| | |
Change in
Control Termination ($) |
| | |
Retirement
($) |
| |||||||||||||||
| Harry Sommer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Severance Payment
|
| | | | | — | | | | | | | 4,600,000(1) | | | | | | | 6,900,000 | | | | | | | 6,900,000 | | | | | | | 4,600,000 | | |
|
Insurance Continuation
|
| | | | | — | | | | | | | — | | | | | | | 83,191 | | | | | | | 83,191 | | | | | | | 83,191 | | |
|
Equity Acceleration
|
| | | | | — | | | | | | | 21,810,318(2) | | | | | | | 16,997,315(3) | | | | | | | 24,168,215(4) | | | | | | | 14,112,982(5) | | |
| Mark A. Kempa | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Severance Payment
|
| | | | | — | | | | | | | 1,880,000(1) | | | | | | | 3,760,000 | | | | | | | 3,760,000 | | | | | | | 1,880,000 | | |
|
Insurance Continuation
|
| | | | | — | | | | | | | — | | | | | | | 83,191 | | | | | | | 83,191 | | | | | | | 83,191 | | |
|
Equity Acceleration
|
| | | | | — | | | | | | | 5,229,931(6) | | | | | | | — | | | | | | | 11,412,490(4) | | | | | | | 3,222,451(5) | | |
| Patrik Dahlgren | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Severance Payment
|
| | | | | — | | | | | | | 1,840,000(1) | | | | | | | 3,680,000 | | | | | | | 3,680,000 | | | | | | | 1,840,000 | | |
|
Insurance Continuation
|
| | | | | — | | | | | | | — | | | | | | | 83,191 | | | | | | | 83,191 | | | | | | | 83,191 | | |
|
Equity Acceleration
|
| | | | | — | | | | | | | 3,184,345(6) | | | | | | | — | | | | | | | 7,217,805(4) | | | | | | | 6,227,509(5) | | |
| Daniel S. Farkas | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Severance Payment
|
| | | | | — | | | | | | | 1,435,000(1) | | | | | | | 2,870,000 | | | | | | | 2,870,000 | | | | | | | 1,435,000 | | |
|
Insurance Continuation
|
| | | | | — | | | | | | | — | | | | | | | 83,191 | | | | | | | 83,191 | | | | | | | 83,191 | | |
|
Equity Acceleration
|
| | | | | — | | | | | | | 5,170,238(6) | | | | | | | — | | | | | | | 11,272,467(4) | | | | | | | 3,116,083(5) | | |
| David Herrera | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Severance Payment
|
| | | | | — | | | | | | | 2,100,546(1) | | | | | | | 3,900,546 | | | | | | | 3,900,546 | | | | | | | 2,100,546 | | |
|
Insurance Continuation
|
| | | | | — | | | | | | | — | | | | | | | 83,191 | | | | | | | 83,191 | | | | | | | 83,191 | | |
|
Equity Acceleration
|
| | | | | — | | | | | | | 3,193,170(6) | | | | | | | — | | | | | | | 6,931,199(4) | | | | | | | 5,184,724(5) | | |
|
Plan Category
|
| |
Number of Securities
to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)(1) |
| |
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights (b)(2) |
| |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)(3) |
| |||||||||
| Equity compensation plans approved by security holders | | | | | 13,362,583 | | | | | $ | 55.20 | | | | | | 9,078,331 | | |
| Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
|
Total
|
| | | | 13,362,583 | | | | | $ | 55.20 | | | | | | 9,078,331 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On:(4) | | | | | | | | | | | | | | |||||||||
| Year | | | Summary Compensation Table Total for PEO (Sommer)(1) ($) | | | Compensation Actually Paid to PEO (Sommer)(3) ($) | | | Summary Compensation Table Total for PEO (Del Rio)(1) ($) | | | Compensation Actually Paid to PEO (Del Rio)(3) ($) | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(2) ($) | | | Average Compensation Actually Paid to Non-PEO Named Executive Officers(3) ($) | | | Total Shareholder Return(4) ($) | | | Peer Group Total Shareholder Return(5) ($) | | | Net Income / (Loss) ($ millions) | | | EBITDA ($ millions) | | ||||||||||||||||||||||||||||||
| 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | ( | | | ||||||||
| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | ( | | | ||||||||
| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ( | | | | | | ( | | |
| Adjustments to determine Compensation “Actually Paid” for President and Chief Executive Officer (Sommer) | | | 2024 ($) | | | 2023 ($) | |
| Equity Awards | | | | | | | |
| Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | | | ( | | | ( | |
| Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | | | | | | | |
| Increase for fair value of awards granted during year that remain outstanding as of covered year end | | | | | | | |
| Increase for fair value of awards granted during year that vested during covered year | | | | | | | |
| Increase/deduction for change in fair value from prior year-end to covered year-end of awards granted prior to covered year that were outstanding and unvested as of year-end | | | | | | | |
| Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year | | | ( | | | | |
| Deduction of fair value of awards granted prior to covered year that were forfeited during covered year | | | | | | | |
| Increase based upon incremental fair value of awards modified during year | | | | | | | |
| Total Adjustments | | | | | | | |
| Adjustments to determine Compensation “Actually Paid” for President and Chief Executive Officer (Del Rio) | | | 2023 ($) | | | 2022 ($) | | | 2021 ($) | | | 2020 ($) | | ||||||||||||
| Equity Awards | | | | | | | | | | | | | | | | | | | | | | | | | |
| Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | | | | | | | | | | ( | | | | | | ( | | | | | | ( | | | |
| Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | | | | | | | | | | | | | | | | | | | | | | ||||
| Increase for fair value of awards granted during year that remain outstanding as of covered year end | | | | | | | | | | | | | | | | | | | | | | ||||
| Increase for fair value of awards granted during year that vested during covered year | | | | | | | | | | | | | | | | | | | | | | ||||
| Increase/deduction for change in fair value from prior year-end to covered year-end of awards granted prior to covered year that were outstanding and unvested as of year-end | | | | | | | | | | ( | | | | | | ( | | | | | | ( | | | |
| Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year | | | | | | | | | | ( | | | | | | | | | | | ( | | | ||
| Deduction of fair value of awards granted prior to covered year that were forfeited during covered year | | | | | ( | | | | | | | | | | | | | | | | | | |||
| Increase based upon incremental fair value of awards modified during year | | | | | | | | | | | | | | | | | | | | | | ||||
| Total Adjustments | | | | | | | | | | ( | | | | | | ( | | | | | | ( | | |
| Adjustments to determine Compensation “Actually Paid” for Other NEOs | | | 2024 ($) | | | 2023 ($) | | | 2022 ($) | | | 2021 ($) | | | 2020 ($) | | |||||||||||||||
| Equity Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | |
| Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Increase for fair value of awards granted during year that remain outstanding as of covered year end | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Increase for fair value of awards granted during year that vested during covered year | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Increase/deduction for change in fair value from prior year-end to covered year-end of awards granted prior to covered year that were outstanding and unvested as of year-end | | | | | | | | | | | | | | | ( | | | | | | ( | | | | | | ( | | | ||
| Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year | | | | | ( | | | | | | | | | | | ( | | | | | | | | | | | ( | | | ||
| Deduction of fair value of awards granted prior to covered year that were forfeited during covered year | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Increase based upon incremental fair value of awards modified during year | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| Total Adjustments | | | | | | | | | | | | | | | ( | | | | | | ( | | | | | | ( | | |
| 2024 Financial Performance Metrics | |
| | |
| | |
| | |
|
Overhang
|
| |
As of March 12, 2025
|
|
| Shares subject to outstanding restricted share and restricted share unit awards (excluding performance-based and market based vesting awards) | | |
9,118,616
|
|
| Shares subject to outstanding performance-based vesting restricted share and restricted share unit awards | | |
2,753,302
|
|
| Shares subject to outstanding market-based vesting restricted share and restricted share unit awards | | |
—
|
|
| Shares subject to outstanding options (excluding performance-based and market based vesting options)(1) | | |
2,108,443
|
|
| Shares subject to outstanding performance-based vesting options(1) | | |
—
|
|
| Shares subject to outstanding market-based vesting options(1) | | |
—
|
|
|
Shares available for new award grants
|
| |
4,882,447
|
|
| | | |
Options and Share Appreciation Rights
|
| |
Restricted Shares/Units
|
| ||||||||||||||||||||||||||||||||||||
| | | |
Shares
Subject to Past Option/SAR Grants (#) |
| |
Shares
Acquired on Exercise (#) |
| |
Shares Underlying
Options/SARs as of December 31, 2024 |
| |
Shares/Units
Subject to Past Awards (#) |
| |
Shares/Units
Vested as of December 31, 2024 (#) |
| |
Shares/Units
Outstanding and Unvested as of December 31, 2024 (#) |
| ||||||||||||||||||||||||
| | | |
Exercisable
(#) |
| |
Unexercisable
(#) |
| ||||||||||||||||||||||||||||||||||||
| Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Harry Sommer
President and Chief Executive Officer |
| | | | 150,000 | | | | | | 25,000 | | | | | | 125,000 | | | | | | — | | | | | | 1,490,965 | | | | | | 519,931 | | | | | | 939,301 | | |
|
Mark A. Kempa
Executive Vice President and Chief Financial Officer |
| | | | 113,970 | | | | | | 28,970 | | | | | | 45,000 | | | | | | — | | | | | | 904,037 | | | | | | 428,756 | | | | | | 443,548 | | |
|
Patrik Dahlgren
Executive Vice President, Chief Vessel Operations and Newbuild Officer |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 295,563 | | | | | | 15,042 | | | | | | 280,521 | | |
|
Daniel S. Farkas
Executive Vice President, General Counsel, Chief Development Officer and Secretary |
| | | | 151,429 | | | | | | 51,429 | | | | | | 45,000 | | | | | | — | | | | | | 833,535 | | | | | | 371,629 | | | | | | 438,106 | | |
|
David Herrera
President, Norwegian Cruise Line |
| | | | 85,000 | | | | | | — | | | | | | 85,000 | | | | | | — | | | | | | 447,683 | | | | | | 178,301 | | | | | | 269,382 | | |
| Total for all current executive officers as a group (7 persons) | | | | | 720,399 | | | | | | 105,399 | | | | | | 480,000 | | | | | | — | | | | | | 4,911,762 | | | | | | 2,304,552 | | | | | | 2,436,929 | | |
| David Abrams | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 72,387 | | | | | | 56,012 | | | | | | 16,375 | | |
| John Chidsey | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 38,318 | | | | | | 38,318 | | | | | | — | | |
| José E. Cil | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,302 | | | | | | 2,927 | | | | | | 16,375 | | |
| Harry C. Curtis | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,609 | | | | | | 26,692 | | | | | | 10,917 | | |
| Stella David | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 84,914 | | | | | | 68,539 | | | | | | 16,375 | | |
| Mary E. Landry | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,158 | | | | | | 39,241 | | | | | | 10,917 | | |
| Zillah Byng-Thorne | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 29,293 | | | | | | 18,376 | | | | | | 10,917 | | |
|
Total for all current non-executive directors
as a group (7 persons) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 331,981 | | | | | | 250,105 | | | | | | 81,876 | | |
|
Each other person who has received 5% or
more of the options, warrants or rights under the Plan |
| | | | 1,250,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,520,193 | | | | | | 2,926,829 | | | | | | — | | |
| All other employees and former non-employee directors, including all current officers who are not executive officers or directors, as a group | | | | | 13,034,268 | | | | | | 5,739,868 | | | | | | 1,693,443 | | | | | | — | | | | | | 29,211,915 | | | | | | 17,134,339 | | | | | | 8,670,335 | | |
|
![]() |
| |
OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
“FOR” APPROVAL OF THE AMENDMENT TO OUR 2013 PERFORMANCE INCENTIVE PLAN AS DESCRIBED ABOVE AND SET FORTH IN APPENDIX A. |
|
| | | |
Total Fees
Year Ended December 31, |
| |||||||||
| | | |
2024
|
| |
2023
|
| ||||||
| | | |
(in thousands)
|
| |||||||||
| Audit fees | | | | $ | 5,630 | | | |
$5,725
|
| |||
| Audit-related fees | | | | | 400 | | | | | | 800 | | |
| Tax fees | | | | | 395 | | | | | | 283 | | |
| All other fees | | | | | 0 | | | | | | 20 | | |
| Total | | | | $ | 6,425 | | | | | $ | 6,828 | | |
|
![]() |
| |
OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
“FOR” RATIFICATION OF THE APPOINTMENT OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025
AND THE AUDIT COMMITTEE’S DETERMINATION OF PwC’S REMUNERATION.
|
|
| | | |
Ordinary Shares
Beneficially Owned |
| ||||||
|
Name and Address(1)
|
| |
Number
|
| |
Percent
|
| |||
| Capital International Investors(2) | | | | | 55,883,293 | | | |
12.6%
|
|
| The Vanguard Group(3) | | | | | 49,215,624 | | | |
11.1%
|
|
| BlackRock, Inc.(4) | | | | | 24,870,986 | | | |
5.6%
|
|
| David M. Abrams | | | | | 72,387 | | | |
*
|
|
| Zillah Byng-Thorne | | | | | 50,583 | | | |
*
|
|
| John Chidsey | | | | | — | | | |
*
|
|
| José E. Cil(5) | | | | | 59,302 | | | |
*
|
|
| Harry C. Curtis | | | | | 37,609 | | | |
*
|
|
| Stella David | | | | | 84,914 | | | |
*
|
|
| Mary E. Landry | | | | | 50,158 | | | |
*
|
|
| Harry Sommer(6) | | | | | 454,375 | | | |
*
|
|
| Mark A. Kempa(7) | | | | | 292,675 | | | |
*
|
|
| Patrik Dahlgren | | | | | 36,237 | | | |
*
|
|
| Daniel S. Farkas(8) | | | | | 253,624 | | | |
*
|
|
| David Herrera(9) | | | | | 251,997 | | | |
*
|
|
|
All current directors and current executive officers as a group (14 persons)(10)
|
| | | | 1,838,200 | | | |
*
|
|
| |
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 the 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
|
| |
| |
YOU ARE URGED TO SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS AS SOON AS POSSIBLE WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL GENERAL MEETING AND VOTE IN PERSON. If you attend the Annual General Meeting and vote in person, your proxy will not be used.
|
| |
|
![]() |
| |
INVESTOR RELATIONS
7665 CORPORATE CENTER DRIVE
MIAMI, FLORIDA 33126
|
| |
![]() |
| |
OR BY TELEPHONE REQUEST TO
(305) 436-4000. |
|
| | | |
Year Ended December 31,
|
| |||||||||
| | | |
2024
|
| |
2023
|
| ||||||
| Net income | | | | $ | 910,257 | | | | | $ | 166,178 | | |
| Effect of dilutive securities – exchangeable notes | | | | | 63,308 | | | | | | — | | |
| Net income and assumed conversion of exchangeable notes | | | | | 973,565 | | | | | | 166,178 | | |
| Non-GAAP Adjustments: | | | | | | | | | | | | | |
|
Non-cash deferred compensation(1)
|
| | | | 4,930 | | | | | | 4,039 | | |
|
Non-cash share-based compensation(2)
|
| | | | 91,781 | | | | | | 118,940 | | |
|
Extinguishment and modification of debt(3)
|
| | | | 29,175 | | | | | | 8,822 | | |
|
Reversal of U.S. deferred tax asset valuation allowance(4)
|
| | | | (161,926) | | | | | | — | | |
|
Effect of dilutive securities – exchangeable notes(5)
|
| | | | — | | | | | | — | | |
| Adjusted Net Income | | | | $ | 937,525 | | | | | $ | 297,979 | | |
| Diluted weighted-average shares outstanding – Net income | | | | | 515,030,548 | | | | | | 427,400,849 | | |
| Diluted weighted-average shares outstanding – Adjusted Net Income | | | | | 515,030,548 | | | | | | 427,400,849 | | |
| Diluted earnings per share | | | | $ | 1.89 | | | | | $ | 0.39 | | |
|
Adjusted EPS
|
| | | $ | 1.82 | | | | | $ | 0.70 | | |
| | | |
Year Ended December 31,
|
| |||||||||
| | | |
2024
|
| |
2023
|
| ||||||
| Net income | | | | $ | 910,257 | | | | | $ | 166,178 | | |
| Interest expense, net | | | | | 747,223 | | | | | | 727,531 | | |
| Income tax benefit | | | | | (137,350) | | | | | | (3,002) | | |
| Depreciation and amortization expense | | | | | 890,242 | | | | | | 808,568 | | |
|
EBITDA
|
| | | | 2,410,372 | | | | | | 1,699,275 | | |
| Other (income) expense, net(1) | | | | | (54,224) | | | | | | 40,204 | | |
| Other Non-GAAP Adjustments: | | | | | | | | | | | | | |
|
Non-cash deferred compensation(2)
|
| | | | 2,875 | | | | | | 2,312 | | |
|
Non-cash share-based compensation(3)
|
| | | | 91,781 | | | | | | 118,940 | | |
| Adjusted EBITDA | | | | | 2,450,804 | | | | | | 1,860,731 | | |
| Other Compensation Non-GAAP Adjustments: | | | | | | | | | | | | | |
|
Fuel rate impact, net of hedges
|
| | | | 67,372 | | | | | | 62,804 | | |
|
Exchange rate impact – operational
|
| | | | 15,857 | | | | | | (7,105) | | |
| Adjusted EBITDA for Compensation Program | | | | $ | 2,534,033 | | | | | $ | 1,916,429 | | |
| | | |
Year Ended December 31,
|
| |||||||||
| | | |
2024
|
| |
2023
|
| ||||||
| Long-term debt | | | | $ | 11,776,721 | | | | | $ | 12,314,147 | | |
| Current portion of long-term debt | | | | | 1,323,769 | | | | | | 1,744,778 | | |
|
Total Debt
|
| | | | 13,100,490 | | | | | | 14,058,925 | | |
| Less: Cash and cash equivalents | | | | | 190,765 | | | | | | 402,415 | | |
|
Net Debt
|
| | | $ | 12,909,725 | | | | | $ | 13,656,510 | | |
| Adjusted EBITDA for the twelve months ended | | | | $ | 2,450,804 | | | | | $ | 1,860,731 | | |
| Net Leverage | | | | | 5.27x | | | | | | 7.34x | | |
| | | |
December 31,
|
| |||||||||
| | | |
2024
|
| |
2023
|
| ||||||
| Adjusted EBITDA | | | | $ | 2,450,804 | | | | | $ | 1,860,731 | | |
| Less: Depreciation and Amortization | | | | | 890,242 | | | | | | 808,568 | | |
|
Total
|
| | | | 1,560,562 | | | | | | 1,052,163 | | |
| Total long-term debt plus shareholders’ equity | | | | | 14,333,899 | | | | | | 13,705,994 | | |
| Adjusted Return on Invested Capital | | | | | 10.9% | | | | | | 7.7% | | |