Quarterly report [Sections 13 or 15(d)]

Employee Benefits and Compensation Plans

v3.25.3
Employee Benefits and Compensation Plans
9 Months Ended
Sep. 30, 2025
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Employee Benefits and Compensation Plans

9.   Employee Benefits and Compensation Plans

In January 2013, NCLH adopted the 2013 Performance Incentive Plan, which as amended and restated through 2024 (the “Restated 2013 Plan”), provided for a maximum aggregate limit of 45,009,006 shares that could have been delivered pursuant to all awards granted under the Restated 2013 Plan. In June 2025, NCLH’s shareholders approved a further amendment and restatement of the Restated 2013 Plan to increase the number of NCLH ordinary shares that may be delivered by 3,000,000, resulting in an increase in the maximum aggregate limit to 48,009,006 shares.

Restricted Share Unit Awards

In March 2025, NCLH granted 4.5 million time-based restricted share unit awards to our employees, which primarily vest in substantially equal installments over three years. Additionally, in March 2025, NCLH granted 1.1 million performance-based restricted share units to certain members of our management team, which vest upon the achievement of certain pre-established performance targets established through 2027 and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through March 1, 2028.

The following is a summary of restricted share unit activity for the nine months ended September 30, 2025:

Number of

Weighted-

Number of

Weighted-

Time-Based

Average Grant

Performance-

Average Grant

    

Awards

    

Date Fair Value

    

Based Awards

    

Date Fair Value

Non-vested as of January 1, 2025

 

8,923,718

$

17.68

 

2,265,422

$

18.04

Granted

 

4,687,416

21.98

1,167,962

22.10

Vested

 

(4,269,167)

17.52

(376,068)

18.48

Forfeited or expired

 

(641,456)

19.43

(535,780)

17.54

Non-vested as of September 30, 2025

 

8,700,511

19.94

 

2,521,536

19.97

The following is a summary of option activity for the nine months ended September 30, 2025:

Number of Share Option Awards

Weighted-Average 
Exercise Price

Weighted-Average

Aggregate

Time-

Time-

Contractual

Intrinsic

Based

Based

Term

Value

    

Awards

    

Awards

    

(years)

    

(in thousands)

Outstanding as of January 1, 2025

 

2,173,443

$

55.20

0.61

$

Forfeited and cancelled

 

(1,845,107)

56.10

 

  

Outstanding as of September 30, 2025

 

328,336

50.14

0.39

The compensation expense recognized for share-based compensation for the periods presented includes the following (in thousands):

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2025

    

2024

    

2025

    

2024

Payroll and related expense

$

5,488

$

4,855

$

15,720

$

14,546

Marketing, general and administrative expense

 

12,930

 

15,783

 

48,878

 

51,024

Total share-based compensation expense

$

18,418

$

20,638

$

64,598

$

65,570