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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.  )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
NORWEGIAN CRUISE LINE HOLDINGS LTD.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transactions applies:
(2)
Aggregate number of securities to which transactions applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount previously paid:
(2)
Form, schedule or registration statement no.:
(3)
Filing party:
(4)
Date filed:

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7665 Corporate Center Drive
Miami, Florida 33126
NOTICE OF 2021 ANNUAL GENERAL MEETING OF SHAREHOLDERS
When
Thursday, May 20, 2021 at 9:00 a.m. (Eastern time)
Where
Pullman Miami
5800 Blue Lagoon Drive
Miami, Florida 33126
Items of
Business
Proposal 1
Elect the following director nominees to serve as Class II directors on our board of directors for the terms described in the attached Proxy Statement

Adam M. Aron

Stella David

Mary E. Landry
Proposal 2
Approval, on a non-binding, advisory basis, of the compensation of our named executive officers (“Say-on-Pay Vote”)
Proposal 3
Approval of an increase in our authorized share capital to increase the number of ordinary shares authorized for issuance from 490,000,000 to 980,000,000
Proposal 4
Approval of an amendment to our 2013 Performance Incentive Plan (our “Plan”), including an increase in the number of shares available for grant under our Plan
Proposal 5
Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2021 and the determination of PwC’s remuneration by our Audit Committee
Additional Items
Receive the audited financial statements (together with the auditor’s report) for the year ended December 31, 2020 pursuant to the Bermuda Companies Act 1981, as amended, and our bye-laws
Consider any other business which may properly come before the 2021 Annual General Meeting or any postponement or adjournment
Attending the
Annual General
Meeting
You will be asked to provide photo identification and appropriate proof of ownership to attend the meeting. You can find more information under “About the Annual General Meeting and Voting” in the accompanying Proxy Statement.
Who Can Vote
Holders of each NCLH ordinary share at the close of business on March 2, 2021
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:
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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
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Norwegian Cruise Line Holdings Ltd.’s Proxy Statement and 2020 Annual Report are available at www.nclhltdinvestor.com or www.proxyvote.com
All shareholders are cordially invited to attend the meeting. We direct your attention to the accompanying Proxy Statement. Whether or not you plan to attend the meeting, you are urged to submit your proxy or voting instructions as promptly as possible by Internet, telephone or mail to ensure your representation and the presence of a quorum at the Annual General Meeting. If you attend the meeting and wish to vote at the meeting, you may withdraw your proxy or voting instructions and vote your shares personally. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.
April 7, 2021
By Order of the Board of Directors,
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Daniel S. Farkas
Executive Vice President,
General Counsel and Assistant Secretary

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PROXY STATEMENT
TABLE OF CONTENTS
PROXY SUMMARY
1
PROPOSAL 1 — ELECTION OF DIRECTORS
6
6
7
9
10
CORPORATE GOVERNANCE
16
16
17
18
19
20
22
23
23
24
25
26
27
27
27
27
DIRECTOR COMPENSATION
28
28
29
PROPOSAL 2 — ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
31
31
EXECUTIVE COMPENSATION
32
32
COMPENSATION COMMITTEE REPORT
46
EXECUTIVE COMPENSATION TABLES
47
47
49
51
52
53
54
58
58
59
PROPOSAL 3 — APPROVAL OF INCREASE TO AUTHORIZED SHARE CAPITAL
60
60
60
61
62
62
PROPOSAL 4 — APPROVAL OF AMENDMENT TO 2013 PERFORMANCE INCENTIVE PLAN
63
63
64
64
67
68
68
70
71
71
PROPOSAL 5 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
72
72
AUDIT COMMITTEE REPORT
73
SHARE OWNERSHIP INFORMATION
74
74
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
76
76
76
ABOUT THE ANNUAL GENERAL MEETING AND VOTING
77
77
77
77
77
78
79
79
80
80
81
81
81
81
82
83
83
84
84
APPENDIX A — MEMORANDUM OF INCREASE OF AUTHORIZED SHARE CAPITAL
A-1
APPENDIX B — AMENDMENT TO THE 2013 PERFORMANCE INCENTIVE PLAN
B-1
For definitions of terms used in this Proxy Statement, but not otherwise defined, see “Terms Used in this Proxy Statement” on page 81.
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PROXY SUMMARY
2021 Annual General Meeting of Shareholders
   
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider before casting your vote. We encourage you to read the entire Proxy Statement for more information about these topics prior to voting.
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DATE AND TIME
PLACE
RECORD DATE
Thursday, May 20, 2021
9:00 a.m. (Eastern Time)
Pullman Miami
5800 Blue Lagoon Drive
Miami, Florida 33126
March 2, 2021
If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833
Shareholder Voting Matters
   
BOARD RECOMMENDATION
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Election of three Class II 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 increase in our authorized share capital to increase the number of ordinary shares authorized for issuance from 490,000,000 to 980,000,000
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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, 2021 and the determination of PwC’s remuneration by our Audit Committee
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      FOR
 2021 Proxy Statement / 1

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PROXY SUMMARY
Board Nominees
Class II (Term to Expire in 2024)
Name
Age
Director
Since
Independent
Occupation
Committee
Memberships
Other Current
Public Company
Boards
Adam M. Aron
66
2008
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Chief Executive Officer and President, AMC Entertainment Holdings, Inc.

AMC Entertainment Holdings, Inc.
Stella David
58
2017
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Former Chief Executive Officer, William Grant & Sons Limited

Nominating & Governance

TESS*

HomeServe plc**

Entain plc**

Domino’s Pizza Group plc**
Mary E. Landry
64
2018
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Former Rear Admiral, U.S. Coast Guard

TESS (Chair)

Nominating & Governance
Directors Continuing in Office
Class I (Term Expires in 2023)
Name
Age
Director
Since
Independent
Occupation
Committee
Memberships
Other Current
Public Company
Boards
David M. Abrams
54
2014
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Chief Investment Officer, Harris Blitzer Sports and Entertainment

Nominating & Governance (Chair)

Cansortium Inc.***
John W. Chidsey
58
2013
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Chief Executive Officer, Subway Restaurants

Compensation (Chair)

Audit

Encompass Health Corporation
Russell W. Galbut (Chairperson)
68
2015
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Managing Principal, Crescent Heights

Compensation

New Beginnings Acquisition Corp.
Class III (Term Expires in 2022)
Name
Age
Director
Since
Independent
Occupation
Committee
Memberships
Other Current
Public Company
Boards
Frank J. Del Rio
66
2015
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President and Chief Executive Officer, Norwegian Cruise Line Holdings Ltd.
Chad A. Leat
65
2015
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Former Vice Chairman of Global Banking, Citigroup Inc.

Audit (Chair)

Compensation

TPG Pace Tech Opportunities Corp.

TPG Pace Beneficial Finance Corp.
Pamela A. Thomas- Graham
57
2018
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Founder and Chief Executive Officer, Dandelion Chandelier LLC

Audit

TESS

The Clorox Company

The Bank of N.T. Butterfield & Son Limited

Peloton Interactive, Inc.

Bumble Inc.

Compass, Inc.
*
Technology, Environmental, Safety and Security (“TESS”) Committee
**
London Stock Exchange (LSE) listed
***
Canadian Securities Exchange (CSE) listed
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PROXY SUMMARY
Director Skills and Experience
   
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Travel, leisure & entertainment industries
5/9
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Executive leadership
8/9
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Global operations & strategy
6/9
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Financial
5/9
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Public company
5/9
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Maritime
3/9
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Sales & marketing
3/9
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Our directors have an effective mix of backgrounds, experience and diversity of perspective.
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Corporate Governance Information
   
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Independent Board chairperson
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Fully independent Board committees
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Focus on Board refreshment, with 3 of 9 directors appointed since January 2017
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Board is 1/3 female, 1/3 URM and 55.5% diverse, with two of these directors serving in Board leadership positions
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Independent directors meet regularly in executive session
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All directors attended at least 75% of meetings held
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Shareholder ability to call special meetings
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Shareholder ability to act by written consent
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Majority voting for directors
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Robust Board risk oversight process
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Annual Board and committee self-evaluations
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Annual vote on named executive officer compensation
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Share ownership policy for directors and executive officers
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Comprehensive clawback policy
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Prohibition on hedging and short sales of NCLH securities by directors and senior officers
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Prohibition on pledging of NCLH shares by directors and senior officers
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No poison pill
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 2021 Proxy Statement / 3

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PROXY SUMMARY
Executive Compensation Highlights
   
WHAT WE DO
WHAT WE DON’T DO
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Amended and restated President and Chief Executive Officer’s Employment Agreement and extended term by an additional three years
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Provide excise tax “gross-ups” on 280G parachute payments
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Annual cash performance incentives earned based on pre-established targets for entity-wide financial performance
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Allow officers and directors to hedge, short-sell or pledge shares
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All named executive officers (“NEOs”) received a combination of performance-based and time-based annual equity awards
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“Single-trigger” change in control payments or benefits
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Temporarily reduced annual base salaries by 20% beginning March 30, 2020
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Reprice stock options without shareholder approval
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Robust share ownership policy
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Automatic base salary increases for NEOs
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7665 Corporate Center Drive
Miami, Florida 33126
PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON MAY 20, 2021
 
This proxy statement (“Proxy Statement”) is being furnished to you in connection with the solicitation of proxies by our board of directors (our “Board”) to be used at our annual general meeting for 2021 to be held at the Pullman Miami, 5800 Blue Lagoon Drive, Miami, Florida 33126, on Thursday, May 20, 2021 at 9:00 a.m. (Eastern time), and any adjournments or postponements thereof  (the “Annual General Meeting”).
As always, we encourage you to vote your shares prior to the Annual General Meeting. References in this Proxy Statement to “we,” “us,” “our,” “Company” and “NCLH” refer to Norwegian Cruise Line Holdings Ltd.
Proxy materials for the Annual General Meeting, including this Proxy Statement and our 2020 Annual Report to Shareholders, which includes our 2020 financial statements (“2020 Annual Report”), were first made available to shareholders on or about April 7, 2021.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL GENERAL MEETING TO BE HELD ON MAY 20, 2021
The Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2020 Annual Report are available on our website at www.nclhltdinvestor.com. The information that appears on our website 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 16-digit 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.
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 2020 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.nclhltdinvestor.com or at www.proxyvote.com.
 2021 Proxy Statement / 5

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PROPOSAL 1 — ELECTION OF DIRECTORS
General
   
Pursuant to our bye-laws, the number of directors on our Board must be at least seven, but no more than eleven, and is determined by resolution of our Board. Our Board currently consists of nine directors and is divided into three classes. The members of each class serve for staggered three-year terms.
Each director holds office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. A director appointed by our Board to fill a vacancy (including a vacancy created by an increase in the size of our Board) will serve for the remainder of the term of the class of directors in which the vacancy occurred and until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal.
At the Annual General Meeting, shareholders will be asked to elect three directors to our Board as Class II directors. Our Nominating and Governance Committee
recommended, and our Board nominated, Mr. Adam M. Aron, Ms. Stella David and Ms. Mary E. Landry as our Class II director nominees. If elected, each of the nominees will serve until our 2024 annual general meeting and until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal.
If any of the nominees becomes unable or unwilling for good cause to serve if elected, shares represented by validly delivered proxies will be voted for the election of a substitute nominee designated by our Board or our Board may determine to reduce the size of our Board. Each person nominated for election has consented to be named in this Proxy Statement and agreed to serve if elected. There are no family relationships between or among any of our executive officers, directors or director nominees.
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PROPOSAL 1 — ELECTION OF DIRECTORS
Directors Standing for Election
Class II Director Nominees (Term to Expire in 2024)
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ADAM M. ARON
Chief Executive Officer and President, AMC Entertainment Holdings, Inc.
Age: 66
Director Since: January 2008
[MISSING IMAGE: tm217574d2-icon_plate4clr.jpg]Favorite NCLH Restaurant:
Le Bistro
Mr. Aron has 41 years of experience managing companies operating in the travel, leisure and entertainment industries. He provides our Board with, among other skills, valuable insight and perspective on the travel and leisure operations of our Company.
Experience

Chief Executive Officer and President, AMC Entertainment Holdings, Inc., a theatrical exhibition company: January 2016 – Present

Chief Executive Officer, Starwood Hotels and Resorts Worldwide, Inc., on an interim basis: February 2015 – December 2015

Chairman and Chief Executive Officer, World Leisure Partners, Inc., a personal consultancy for travel and tourism, high-end real estate development and professional sports: since 2006

Chief Executive Officer, Philadelphia 76ers: 2011 – 2013

Chairman and Chief Executive Officer, Vail Resorts, Inc.: 1996 – 2006

President and Chief Executive Officer, Norwegian Cruise Line: 1993 – 1996

Senior Vice President, Marketing, United Airlines: 1990 – 1993

Senior Vice President, Marketing, Hyatt Hotels Corporation: 1987 – 1990
Current Public Company Boards

AMC Entertainment Holdings, Inc. (NYSE: AMC)
Past Public Company Boards

Starwood Hotels and Resorts Worldwide, Inc.: August 2006 – December 2015

Vail Resorts, Inc., Chairman: 1996 – 2006
Current Memberships

The Council on Foreign Relations
Past Private Company Boards and Organizations

Prestige (prior to the Acquisition)

Young Presidents’ Organization

Business Executives for National Security
Education

M.B.A., Harvard Business School

B.A., Harvard College
 2021 Proxy Statement / 7

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PROPOSAL 1 — ELECTION OF DIRECTORS
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STELLA DAVID
Former Chief Executive Officer,
William Grant & Sons Limited
Age: 58
Director Since: January 2017
Independent Director
Committees:

Nominating & Governance

TESS
[MISSING IMAGE: tm217574d2-icon_plate4clr.jpg] Favorite NCLH Restaurant:
Pacific Rim
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 also 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.
Experience

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

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

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

HomeServe Plc: November 2010 – Present (LSE listed)

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

Entain plc: March 2021 –  Present (LSE listed)
Current Private Company Boards

Bacardi Limited: June 2016 – Present
Past Company Boards

C&J Clark Limited: March 2012 – February 2020

Nationwide Building Society: 2003 – 2010
Education

Degree in Engineering, Cambridge University
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PROPOSAL 1 — ELECTION OF DIRECTORS
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MARY E. LANDRY
Former U.S. Coast Guard Rear Admiral
Age: 64
Director Since: June 2018
Independent Director
Committees:

TESS (Chair)

Nominating & Governance
[MISSING IMAGE: tm217574d2-icon_plate4clr.jpg] Favorite NCLH Restaurant:
Compass Rose
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. She brings expertise regarding the maritime operations of our Company and deep insight into our risk mitigation, preparedness, resilience and cybersecurity strategies to our Board.
Experience

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)

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

National Association of Corporate Directors, Board Leadership Fellow

Holds the CERT Certificate in Cybersecurity Oversight
Board Recommendation
   
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OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
“FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE.
 2021 Proxy Statement / 9

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PROPOSAL 1 — ELECTION OF DIRECTORS
Directors Continuing in Office
The following is biographical information on the remainder of our directors continuing in office as well as the key attributes, experience and skills that our Board believes such current directors contribute to our Board.
Class I (Term Expires in 2023)
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DAVID M. ABRAMS
Chief Investment Officer, Harris Blitzer Sports and Entertainment
Age: 54
Director Since: April 2014
Independent Director
Committees:

Nominating & Governance (Chair)
[MISSING IMAGE: tm217574d2-icon_plate4clr.jpg] Favorite NCLH Restaurant:
Prime 7
Mr. Abrams shares over 24 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.
Experience

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 – Present

Senior Managing Director, Cerberus European Capital Advisors, LLP, a private investment firm: January 2016 – March 2018

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

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

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

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

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

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

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

Analyst, Investment Banking Division, Bear Stearns & Co.: 1989
Current Public Company Boards

Cansortium Inc. (CSE listed)
Current Private Company Boards

Keemotion SPRL
Education

B.S. in Economics, Wharton School of Business, University of Pennsylvania
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PROPOSAL 1 — ELECTION OF DIRECTORS
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JOHN W. CHIDSEY
Chief Executive Officer,
Subway Restaurants
Age: 58
Director Since: April 2013
Independent Director
Committees:

Compensation (Chair)

Audit
[MISSING IMAGE: tm217574d2-icon_plate4clr.jpg] Favorite NCLH Restaurant:
Cagney’s Steakhouse
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.
Experience

Subway Restaurants, Chief Executive Officer: November 2019 – Present

Burger King Holdings, Inc., Chief Executive Officer: April 2006 – October 2010

Burger King Holdings, Inc., President and Chief Financial Officer: September 2005 – April 2006

Burger King Holdings, Inc., President, North America: June 2004 – September 2005

Burger King Holdings, Inc., Executive Vice President, Chief Administrative and Financial Officer: March 2004 – June 2004

Cendant: Chairman and Chief Executive Officer of the Vehicle Services Division, 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

Pepsi (beginning 1992): various senior leadership roles including Director of Finance, Pepsi-Cola Eastern Europe; Chief Financial Officer, PepsiCo World Trading Co., Inc.
Current Public Company Boards

Encompass Health Corporation (formerly HealthSouth) (NYSE: EHC)
Past Public Company Boards

Burger King Holdings, Inc., Chairman of the Board

Brinker International Inc.
Education

M.B.A. in Finance and Accounting, Emory University

J.D., Emory University

B.A., Davidson College
 2021 Proxy Statement / 11

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PROPOSAL 1 — ELECTION OF DIRECTORS
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RUSSELL W. GALBUT
Managing Principal, Crescent Heights
Age: 68
Chairperson of our Board
Director Since: November 2015
Independent Director
Committees:

Compensation
[MISSING IMAGE: tm217574d2-icon_plate4clr.jpg] Favorite NCLH Restaurant:
Onda by Scarpetta
For over 35 years, Mr. Galbut has been active in the urban mixed-use real estate sector, which has included fostering relationships with complementary retail, hospitality, and food and beverage brands. Mr. Galbut provides our Board with unique insights into complex development projects such as our new facility at PortMiami, private island destinations, port development projects and design and hotel operations for our newbuild ships.
Experience

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

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

The Dean’s Advisory Board, Cornell University School of Hotel Administration
Past Private Company Boards

Prestige (prior to the Acquisition)
Education

J.D., University of Miami School of Law

Degree in Hotel Administration, Cornell University School of Hotel Administration
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PROPOSAL 1 — ELECTION OF DIRECTORS
Class III (Term Expires in 2022)
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FRANK J. DEL RIO
President and Chief Executive Officer of our Company
Age: 66
Director Since: August 2015
[MISSING IMAGE: tm217574d2-icon_plate4clr.jpg]Favorite NCLH Restaurant:
Toscana
Mr. Del Rio brings his extensive knowledge of the cruise industry, entrepreneurial spirit and command of the day-to-day operations of our Company to our Board. He has served as an executive in the cruise industry for 28 years and was responsible for the successful integration of our Company and Prestige. Under his leadership, our Company has grown to a fleet of 28 ships and has achieved significant milestones including the successful introduction of seven new vessels to our fleet and the introduction of our latest private island destination, Harvest Caye, Belize. During his time at the helm of our Company, we also ordered additional ships for our fleet, bringing the total on order to nine, and developed a new, dedicated terminal for our Company at PortMiami. Mr. Del Rio was appointed to the Board pursuant to his employment agreement and provides a vital link between our Board and our management team.
Experience

President and Chief Executive Officer, NCLH: January 2015 – Present

Founder, Oceania Cruises and Chief Executive Officer, Prestige (or its predecessor): October 2002 – September 2016

Co-Chief Executive Officer, Executive Vice President and Chief Financial Officer, Renaissance Cruises: 1993 – April 2001
Education

B.S. in Accounting, University of Florida
 2021 Proxy Statement / 13

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PROPOSAL 1 — ELECTION OF DIRECTORS
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CHAD A. LEAT
Former Vice Chairman of Global
Banking, Citigroup Inc.
Age: 65
Director Since: November 2015
Independent Director
Committees:

Audit (Chair)

Compensation
[MISSING IMAGE: tm217574d2-icon_plate4clr.jpg] Favorite NCLH Restaurant:
Pacific Rim
Mr. Leat brings to our Board financial and strategic expertise from his nearly 30-year career on Wall Street in capital markets and banking. His significant tenure as an executive with global responsibilities and related risk-oversight responsibilities informs his work as the Chairperson of our Audit Committee. His extensive knowledge of finance provides him with unique insights to our Company’s strategic planning and finances. Additionally, his position on other audit committees enhances his understanding of accounting, internal controls and procedures for financial reporting, risk management oversight and other audit committee functions.
Experience

Retired in 2013 as Vice Chairman of Global Investment Banking, Citigroup Inc.

Global Head of Loans and Leveraged Finance, Citigroup Inc.: 1998 – 2005

Joined Salomon Brothers in 1997 as a partner in High Yield Capital Markets, which became Citigroup Inc. in 1998

Began his career on Wall Street at The Chase Manhattan Corporation in its Capital Markets Group in 1985 where he ultimately became the head of its Syndications, Structured Sales and Loan Trading businesses
Current Public Company Boards

TPG Pace Tech Opportunities Corp.

TPG Pace Beneficial Finance Corp.
Past Public Company Boards

Chairman of the Audit Committee, TPG Pace Holdings Corp. (now Accel Entertainment, Inc.)

Chairman of the Audit Committee, TPG Pace Energy Holdings Corp. (now Magnolia Oil & Gas Corporation)

Chairman of the Audit Committee, Pace Holdings Corp.

Global Indemnity plc
Current Other Company Boards

Chairman, MidCap Financial, PLC, a middle-market direct commercial lending business

Supervisory Board member, Hamburg Commercial Bank AG, a German commercial bank

Chairman, MyMoneyBank, a French commercial bank
Past Private Company Boards

Chairman of the Audit Committee, BAWAG P.S.K.

Chairman, HealthEngine LLC

Chairman, J. Crew Operating Corp.
Education

B.S., University of Kansas
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PROPOSAL 1 — ELECTION OF DIRECTORS
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PAMELA A. THOMAS-GRAHAM
Founder and Chief Executive Officer, Dandelion Chandelier LLC
Age: 57
Director Since: April 2018
Independent Director
Committees:

Audit

TESS
[MISSING IMAGE: tm217574d2-icon_plate4clr.jpg] Favorite NCLH Restaurant:
Red Ginger
Ms. Thomas-Graham provides our Board with experience cultivated over 20 years of serving in executive leadership roles. She also offers expertise in marketing, brand management and human capital development. From her significant tenure as a public company director, she is also able to share with our Board insights gained from her experience overseeing corporate governance, financial reporting and controls, risk management, business strategies and operations of other companies.
Experience

Founder and Chief Executive Officer, Dandelion Chandelier LLC, a private digital media enterprise focused on global luxury: August 2016 – Present

Chair, New Markets, Credit Suisse Group AG, a global financial services company: October 2015 – June 2016

Chief Marketing and Talent Officer, Head of Private Banking & Wealth Management New Markets, and member of the Executive Board, Credit Suisse: January 2010 – October 2015

Managing director in the private equity group at Angelo, Gordon & Co.: 2008 – 2009

Group President, Liz Claiborne, Inc.: 2005 – 2007

Chairman, President, and Chief Executive Officer, CNBC: 2001 – 2005

Executive Vice President, NBCUniversal

President and Chief Executive Officer, CNBC.com

Began her career at McKinsey & Company, a global consulting firm, in 1989, and became the firm’s first African-American female partner in 1995
Current Public Company Boards

The Clorox Company (NYSE: CLX)

The Bank of N.T. Butterfield & Son Limited (NYSE: NTB)

Peloton Interactive, Inc. (Nasdaq: PTON)

Bumble Inc. (Nasdaq: BMBL)

Compass, Inc. (NYSE: COMP)
Education

J.D., Harvard University

M.B.A., Harvard University

B.A. in Economics, Harvard University
 2021 Proxy Statement / 15

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CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Shareholder Engagement
   
We believe that strong relationships with our shareholders are critical to our long-term success. Our shareholder outreach program is led by a cross-functional team including members of our Investor Relations and Legal departments. Through this year-round outreach, we solicit feedback on our executive compensation program, corporate governance, disclosure practices and corporate social responsibility programs and long-term goals. We frequently include our Board members in our engagement meetings and share feedback with our entire Board.
Corporate Governance Cycle
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CORPORATE GOVERNANCE
Governance, Compensation and ESG Enhancements
   
Since our IPO, we have continued to enhance our corporate governance, compensation and ESG practices.
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 2021 Proxy Statement / 17

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CORPORATE GOVERNANCE
Board Diversity
   
Our Board’s commitment to seeking out women and minority candidates as well as candidates with diverse backgrounds is formalized in our Corporate Governance Guidelines.
BOARD DIVERSITY SNAPSHOT
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Our Board is 1/3rd female, 1/3rd from under-represented minority groups and 55.5% diverse.
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CORPORATE GOVERNANCE
Board of Directors
   
Board Leadership Structure
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Chairperson:
Russell W. Galbut
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Number of Board Meetings in 2020
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Board and Committee
Meeting Attendance by All Directors
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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 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:

Frank J. Del Rio
President, Chief Executive Officer and Director

Russell W. Galbut*
Chairperson of the Board

Chad A. Leat*
Chairperson of the Audit Committee

John W. Chidsey*
Chairperson of the Compensation Committee

David M. Abrams*
Chairperson of the Nominating and Governance Committee

Mary E. Landry*
Chairperson of the TESS Committee
*
Independent Director
Our Board periodically reviews the leadership structure of our Board and may make changes in the future.
 2021 Proxy Statement / 19

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CORPORATE GOVERNANCE
Board Meeting Attendance
During 2020, there were six meetings of our Board, five meetings of our Audit Committee, four meetings of our Compensation Committee, two meetings of our Nominating and Governance Committee and three meetings of our TESS Committee. Each of our directors attended at least 75% of the aggregate of all meetings of our Board and of any committees on which he or she served during 2020. Pursuant to our Corporate Governance Guidelines, in addition to regularly scheduled Board meetings, during 2020, our independent directors held four regularly scheduled
executive sessions without the presence of Company management. Our Chairperson of the Board presides at such executive sessions.
We do not have a formal policy regarding Board member attendance at the annual general meeting of shareholders. All of our then-current directors and director nominees attended the annual general meeting of shareholders in 2020 in person or telephonically.
Board Committees
   
The standing committees of our Board include the Audit Committee, Compensation Committee, Nominating and Governance Committee and TESS Committee. Each committee has adopted a written charter and a copy of each committee charter is
posted under “Corporate Governance” on our website at www.nclhltdinvestor.com. In addition to these committees, our Board may, from time to time, authorize additional Board committees to assist the Board in its responsibilities.
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Chairperson:
Chad A. Leat
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Number of
Meetings in 2020
Other Committee Members

Chidsey

Thomas-Graham
Audit Committee
Primary Responsibilities
The principal duties and responsibilities of our Audit Committee are to:

oversee and monitor the integrity of our financial statements;

monitor our financial reporting process and internal control system;

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

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”).
Audit Committee Financial Experts
Our Board has determined that all of our Audit Committee members qualify as audit committee financial experts as defined in Item 407(d)(5) of Regulation S-K. Their biographies are available under “Proposal 1 — Election of Directors.”
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CORPORATE GOVERNANCE
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Chairperson:
John W. Chidsey
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Number of Meetings in 2020
Other Committee Members

Galbut

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

establish and administer incentive compensation, benefit and equity-related 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; 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 Frederic W. Cook & Co., Inc. (“FW Cook”) 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 FW Cook and concluded that its engagement of FW Cook 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.
 2021 Proxy Statement / 21

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CORPORATE GOVERNANCE
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Chairperson:
David M. Abrams
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Number of Meetings in 2020
Other Committee Members

David

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

make recommendations to our Board regarding the size and composition of our Board and its committees, establish criteria for our Board and committee membership and recommend to our Board qualified individuals to become members of our Board;

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.
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Chairperson:
Mary E. Landry
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Number of Meetings in 2020
Other Committee Members

David

Thomas-Graham
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 corporate social responsibility and sustainability;

oversee our programs and policies related to technology and innovation, cybersecurity, data protection and privacy; and

oversee our policies regarding safety, security, environmental and climate-related matters.
Independence
All TESS Committee members are considered independent under applicable NYSE rules. Mr. Scott Dahnke, who served on our TESS Committee from July 2020 through March 2021, was considered independent during his service.
The Nomination Process
   
Our Nominating and Governance Committee regularly evaluates our Board to ensure that our directors have the broad range of skills, expertise, industry knowledge and diversity of background and experience needed to support our long-term strategy. Prior to each annual general meeting of shareholders, our Nominating and Governance Committee recommends to our Board nominee candidates that it has found to be well-qualified, willing and available to serve. In addition, our Nominating
and Governance Committee recommends candidates to serve on our Board at other times during the year, as needed.
As described in our Corporate Governance Guidelines, our Nominating and Governance Committee seeks to recommend directors who: (1) understand elements relevant to the success of a publicly traded company, (2) understand our business and (3) have a strong educational and professional background. In selecting director nominees, our Nominating and Governance
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CORPORATE GOVERNANCE
Committee also considers the individual’s independence, character, ability to exercise sound judgment and demonstrated leadership skills. The Board is also committed to seeking out women and minority candidates as well as candidates with diverse backgrounds, experiences and skills as part of each Board search the Company undertakes. Our Nominating and Governance Committee may engage a third-party search firm to assist it in identifying candidates for our Board.
Our Nominating and Governance Committee will identify and consider candidates suggested by outside directors, management and/or shareholders and evaluate them in accordance with its established criteria. Director candidates recommended by shareholders will be considered in the same manner as recommendations from other sources. If a shareholder desires to recommend a director candidate for consideration by our
Nominating and Governance Committee, recommendations should be sent in writing to the General Counsel and Assistant Secretary, Norwegian Cruise Line Holdings Ltd., 7665 Corporate Center Drive Miami, Florida 33126, together with appropriate biographical information concerning each proposed director candidate.
Our Nominating and Governance Committee may request additional information concerning the director candidate as it deems reasonably necessary to determine the eligibility and qualification of the director candidate to serve as a member of our Board. Shareholders who are recommending candidates for consideration by our Board in connection with the next annual general meeting of shareholders should submit their written recommendation no later than January 1 of the year of that meeting.
Director Independence
   
Our Board has affirmatively determined that seven of our nine directors, Mr. David M. Abrams, Mr. John W. Chidsey, Ms. Stella David, Mr. Russell W. Galbut, Ms. Mary E. Landry, Mr. Chad A. Leat and Ms. Pamela A. Thomas-Graham, are independent under the applicable rules of the NYSE. Our Board determined that Mr. Adam M. Aron and Mr. Frank J. Del Rio are not independent. Our Board also determined that Mr. Scott Dahnke, who resigned from our Board in March 2021, was considered
independent under the applicable rules of the NYSE during his time on our Board and Mr. Steve Martinez, who resigned from our Board in June 2020 was not independent. In considering the independence of each director, our Board reviews information provided by each director and considers whether any director has a material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us).
Board and Committee Evaluations
   
Each fall, our Nominating and Governance Committee leads our Board and its committees through a formal evaluation process. All members of our Board complete written questionnaires regarding the Board, its committee and general matters of strategy and focus. These questionnaires are designed to elicit information that will ultimately help improve the effectiveness of the Board and each committee. Board members are also encouraged to have one-on-one discussions with either the Chairperson of the Nominating and Governance Committee or the
Chairperson of the Board regarding any feedback they may have regarding individual directors. The feedback from these questionnaires is then analyzed and discussed by both the Nominating and Governance Committee and the full Board to ensure that appropriate steps are taken to address any opportunities for improvement. For example, previous evaluations resulted in an increased focus on talent reviews and succession planning, the formation of the TESS Committee and the creation of a dedicated Environmental, Social and Corporate Governance (“ESG”) Department.
 2021 Proxy Statement / 23

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CORPORATE GOVERNANCE
Board Risk Oversight
   
Our Board recognizes that effective risk oversight is critical to our long-term success and the fulfillment of its fiduciary duties to our shareholders. While our management team is responsible for the day-to-day management of our risks and implementing appropriate risk management strategies, our Board is
responsible for setting the correct tone at the top, fostering an appropriate culture of risk management, understanding our enumerated top risks and monitoring how management mitigates such risks. Our Board uses its committees to assist in their risk oversight function as described below.
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At regular meetings of our Board, committee members report to the full Board regarding matters reported and discussed at committee meetings, including matters relating to risk assessment or risk management. Members of management provide regular reports to our Board, or its committees, regarding business operations, strategic planning, financial planning, cybersecurity, legal, compliance and regulatory matters, succession planning, governance matters and human capital management, including any material risk to us relating to
such matters. Our President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, Executive Vice President, General Counsel and Assistant Secretary and Executive Vice President, Chief Talent Officer regularly attend meetings of our Board and its committees when they are not in executive session, and often report on and or supplement discussions on matters that may not be otherwise addressed.
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Our Audit Committee also receives regular reports from our Vice President of Internal Audit and Enterprise Risk Management, who facilitates our enterprise risk management process on behalf of management and our Audit Committee, to allow our major business risks to be assessed and managed appropriately. In addition, our directors are encouraged to communicate directly with members of management regarding matters of interest, including matters related to risk, at times when meetings are not being held.
Our Board believes that the structure and assigned responsibilities described above provide the appropriate focus, oversight and communication of key risks we face. Our Board also believes that the processes it has established to administer our Board’s risk oversight function would be effective under a variety of leadership frameworks and therefore do not have a material effect on our Board’s leadership structure.
Our Culture
   
Our People
It is our privilege to work in a community of more than 34,000 team members around the globe. Our core mission is to provide exceptional vacation experiences delivered by passionate team members committed to world-class hospitality and innovation. To achieve this, it is crucial that each team member is empowered and has the opportunity to thrive. We believe in fostering a culture of diversity, equity and inclusion to make our Company stronger through varied perspectives that are invaluable in today’s dynamic global business environment.
Our commitment to diversity, equity and inclusion begins at the top of our organization, where three members of our Board are female, three members of our Board are from under-represented minority groups and 55.5% of our Board members represent diverse backgrounds. We encourage the development of new female leaders through our mentorship program and our female executive networking group, Elevate. Our mentorship program encourages team members of all genders and backgrounds to develop leadership skills, cultivate relationships and identify growth opportunities. In 2020, we implemented mandatory unconscious bias, microaggressions and diversity and inclusion training. We also have long-term partnerships with the National Diversity Council and the International Women’s Forum Fellows Program. In addition, we continue to expand upon our supplier diversity program as part of our commitment to facilitate and encourage the growth of small and diverse suppliers. We are committed to providing equal opportunity to all team members and our intolerance of any form of discrimination or harassment in the workplace is outlined in our Code of Ethical Business Conduct.
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As a people-first organization, we believe in offering our team members programs and benefits that encourage them to advance their skills and achieve long-term financial stability. We actively foster a culture of learning and offer a variety of developmental courses for our team members. Our benefit program also includes student loan repayment assistance and educational assistance for team members seeking degrees or professional certifications.
 2021 Proxy Statement / 25

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CORPORATE GOVERNANCE
Our Sustainability
During 2020, we continued to build on our global sustainability program “Sail & Sustain,” and one of our key highlights for the year was Norwegian Cruise Line becoming the first major global cruise company to be plastic water bottle free through its partnership with JUST® Goods, Inc. In addition, Oceania Cruises and Regent Seven Seas Cruises partnered with Vero Water®. Our strong focus on reducing single-use plastics is expected to result in the elimination of over 11 million single-use plastic water bottles and 50 million plastic straws annually across our entire fleet and two island destinations. In 2020, we also established the Healthy Sail Panel in collaboration with Royal Caribbean Group, a group of 11 leading experts to help inform the cruise industry in the development of new and enhanced cruise health and safety standards in response to the global COVID-19 pandemic.
Another key highlight of 2020 was the creation of a dedicated ESG department. This new function will further enhance our overall ESG strategy while coordinating closely with departments across our organization including Health, Medical, Safety and Environmental Operations, Human Resources, Supply Chain and Legal. In 2019, we also established the TESS Committee of our Board to oversee matters related to corporate social responsibility and sustainability. We continue to take a proactive approach to strengthen our ESG efforts and are focused on enhancing our disclosures and transparency.
Additional information about our Sail and Sustain program can be found in our annual Stewardship Reports, which are available on our website www.nclhltd.com, under “Stewardship.”
Our Giving
Dedication to family and community is one of our Company’s core values. We support the global communities where we live and work through
volunteerism and charitable giving throughout the year. After the devastating impact of Hurricane Iota in 2020, we provided nearly $275,000 of in-kind donations including 32,000 responsibly packaged, plant-based carton bottles of water jointly with Just Water and nearly 262,000 pounds of non-perishable and canned goods to support two community organizations and assist ongoing relief efforts in the Archipelago of San Andrés in Colombia. We were also proud to partner with Royal Caribbean Group and SSA Marine to grant a dollar-for-dollar matching donation of  $100,000 to help save the Alaska SeaLife Center. The SeaLife Center was uniquely impacted by the COVID-19 pandemic due to a lack of summer visitor revenues and the donation provided much-needed support to help maintain operations through the winter. Elsewhere in Alaska, we donated $30,000 to support the Arts Campus of the Sealaska Heritage Institute in Juneau. Early in 2020, we donated 250,000 AUD to the Australian Red Cross Disaster Relief and Recovery Fund to support emergency relief efforts for communities affected by the unprecedented bushfires in the region. We also have ongoing partnerships with various organizations including All Hands and Hearts, Camillus House, Make a Wish and Ocean Conservancy to name a few.
Team members also play a role in our efforts and in 2019, donated over 1,000 hours giving back to our communities through events such as beach clean ups, Habitat for Humanity projects, and dinner services at the Camillus House Campus emergency housing facility. While in-person volunteer opportunities were limited in 2020 due to the pandemic, we continued to give back including completing an all-virtual toy drive. To further support our community involvement efforts, in 2021, we began providing a paid volunteer day for U.S. shoreside team members.
Succession Planning
   
Succession planning is part of our culture. We have a year-round focus on providing team members with opportunities to develop their leadership skills and add to our bench of talent through various training initiatives. Our Nominating and Governance Committee, President and Chief Executive Officer and Executive Vice President, Chief Talent Officer engage in a formal process to identify, evaluate, and select potential successors for our President and Chief Executive Officer and other members of senior management. This review includes a discussion about development plans for senior leaders to help prepare them for future succession and
contingency plans in the event our President and Chief Executive Officer is unable to serve for any reason, including death or disability. Members of management are also regularly invited to make presentations at Board and committee meetings and meet with directors in informal settings to allow our directors to form a more complete understanding of our executives’ skills and character. This process culminates in an annual review of potential successors and future leadership with the entire Board.
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CORPORATE GOVERNANCE
Hedging, Pledging and Short Sale Prohibitions
   
We have an insider trading policy, which, among other things, prohibits our senior officers, which includes those team members in positions at the Vice President and above level, and the members of our Board from engaging in any speculative transactions or in transactions that attempt to hedge or offset any decrease in the market value of our securities, including but not limited to put options, prepaid variable forwards, equity swaps and collars. Additionally, our insider trading policy prohibits senior officers, including our NEOs, and directors from engaging in short sales of our securities or engaging in transactions involving Company-based derivative securities, including, but not limited to, trading
in Company-based put option contracts, transacting in straddles, and the like. All other employees are strongly discouraged from engaging in the transactions described above.
We also have a policy that prohibits senior officers and members of our Board from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan. Arrangements for pledges of Company securities that were in place prior to the adoption of the policy are excluded from this prohibition. All other employees are strongly discouraged from engaging in the transactions described above.
Code of Ethical Business Conduct
   
We have a Code of Ethical Business Conduct that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions, and our directors. These standards are designed to deter wrongdoing and to promote honest and ethical conduct. Our Code of Ethical Business Conduct is posted on our website, www.nclhltdinvestor.com, under “Corporate Governance.”
We intend to disclose waivers from, and amendments to, our Code of Ethical Business Conduct that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions, by posting such information on our website, www.nclhltdinvestor.com, to the extent required by applicable rules of the NYSE and rules and regulations of the SEC.
Corporate Governance Materials
   
Our Board has adopted Corporate Governance Guidelines, which provide the framework for the governance of our Company and represent our Board’s current views with respect to selected corporate governance issues considered to be of significance to our shareholders. The Corporate Governance Guidelines direct our Board’s actions with respect to, among other
things, Board composition, director qualifications and diversity considerations, director independence, Board committees, succession planning and the Board’s annual performance evaluation. A current copy of the Corporate Governance Guidelines is posted under “Corporate Governance” on our website at www.nclhltdinvestor.com.
Communicating with the Board
   
Shareholders and other interested parties may send written communications to our Board or to specified individuals on our Board, including the Chairperson of our Board or all independent directors as a group, c/o Norwegian Cruise Line Holdings Ltd.’s General Counsel and Assistant Secretary at 7665 Corporate Center Drive, Miami, Florida 33126. All mail received will be opened and communications from verified shareholders that relate to matters that are within the scope of the responsibilities of our Board, other than solicitations, junk mail and frivolous or inappropriate
communications, will be forwarded to the Chairperson of our Board or any specified individual director or group of directors, as applicable. If the correspondence is addressed to our Board, the Chairperson will distribute it to our other Board members if he determines it is appropriate for our full Board to review. In addition, if requested by shareholders, when appropriate, the Chairperson of our Board or other appropriate independent director will also be available for consultation and direct communication with shareholders.
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DIRECTOR COMPENSATION
2020 Director Compensation Program
   
Our Board is focused on attracting and retaining members with the expertise, background and experience needed to lead our Company. In November 2019, following consultation with our Compensation Committee’s independent compensation consultant, FW Cook, and to facilitate our Board’s mission of attracting and retaining highly skilled directors, our Board determined it was appropriate to increase our Board’s annual equity retainer and retainer for the Chairperson of our Board and our Audit Committee. Under our Directors’ Compensation Policy, each member of our Board who was not employed by us was entitled to receive the following cash compensation for their role on the Board, committees or oversight roles during 2020, as applicable:
Type of Retainer or Fee
Amount
Annual Cash Retainer $ 100,000
Out-of-Country Meeting Attendance(1) $ 10,000
Chairperson of the Board $ 125,000
Chairperson of the Audit Committee $ 35,000
Chairperson of the Compensation Committee $ 25,000
Chairperson of the Nominating and Governance Committee $ 20,000
Chairperson of the TESS Committee $ 20,000
Audit Committee Member Retainer(2) $ 15,000
Chairperson of Financing Committee (One-time Fee)(3) $ 100,000
Member of Financing Committee (One-time Fee)(3) $ 25,000
SailSAFE Global Health and Wellness Council
Oversight Fee(4)
$ 75,000
(1)
For each Board or committee meeting located outside of such director’s country of residence and attended in-person. Only one fee is payable for multiple meetings held on the same/consecutive days.
(2)
Chairperson of the Audit Committee is not eligible.
(3)
One-time fees were provided to directors who served on a special Financing Committee established to oversee financing transactions necessitated by the impacts of the COVID-19 pandemic. Our Board determined these fees were appropriate due to the increased responsibilities and time commitments for directors serving in this capacity. Our Financing Committee was dissolved in 2021.
(4)
Annual retainer paid quarterly to the Chairperson of our TESS Committee for her oversight role as a Board liaison to our Company’s SailSAFE Global Health and Wellness Council.
All annual retainers were pro-rated for partial years of service and payable in four quarterly installments. Each of our directors was also reimbursed for reasonable out-of-pocket expenses for attendance at Board and committee meetings.
Our directors had the right to elect to receive their $100,000 annual cash retainers in the form of a restricted share unit (“RSU”) award in lieu of cash. Any such RSU award was automatically granted on the first business day of the calendar year and vested in one installment on the first business day of 2021.
In addition, each director was entitled to receive an annual RSU award on the first business day of 2020 valued at $155,000 on the date of the award. Each director’s annual RSU award vested in one installment on the first business day of the calendar year following the year the award was granted. Each director’s annual RSU award would have been pro-rated if the director joined our Board after the first business day of the given year.
To enhance their understanding of our products, each director was invited to take one cruise with a guest of their choice on one of our Company’s brands annually. The director was responsible for taxes and certain fees and any onboard spending.
Mr. Martinez, who resigned in June 2020, elected not to receive compensation for his service on our Board in 2020. Mr. Dahnke, who resigned in March 2021, elected not to receive equity compensation for his service on our Board in 2020. Mr. Del Rio, as an employee of our Company, was not entitled to receive any additional fees for his services as a director. The following table presents information on compensation to the following individuals for the services provided as a director during the year ended December 31, 2020.
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DIRECTOR COMPENSATION
2020 Director Compensation
   
Name(1)
Fees
Earned
or Paid
in Cash
($)
Stock
Awards
($)(2)(3)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
David M. Abrams 155,000
154,958
309,958
Adam M. Aron 110,000
154,958
264,958
John W. Chidsey(4) 175,000
154,958
329,958
Scott Dahnke(5) 46,467
46,467
Stella David(4) 100,000
154,958
254,958
Russell W. Galbut(4) 260,000
154,958
414,958
Mary E. Landry 167,500
154,958
322,458
Chad A. Leat(4) 245,000
154,958
399,958
Steve Martinez
Pamela A. Thomas-Graham
115,000
154,958
269,958
(1)
Mr. Abram’s compensation relates to his role as Chairperson of our Nominating and Governance Committee, a member of our special Financing Committee and as a director. Mr. Aron’s, Ms. David’s and Mr. Dahnke’s compensation relates to their roles as directors. Mr. Chidsey’s compensation relates to his role as the Chairperson of our Compensation Committee, a member of our Audit Committee, a member of our special Financing Committee and as a director. Mr. Galbut’s compensation relates to his role as Chairperson of our Board, a member of our special Financing Committee and as a director. Ms. Landry’s compensation relates to her role as Chairperson of our TESS Committee, her Board oversight role on the SailSAFE Global Health and Wellness Council and as a director. Mr. Leat’s compensation relates to his role as Chairperson of our Audit Committee, Chairperson of our special Financing Committee and as a director. Ms. Thomas-Graham’s compensation relates to her role as an Audit Committee member and as a director. No other directors received any form of compensation for their services in their capacity as a director during the 2020 calendar year.
(2)
The amounts reported in the “Stock Awards” column of the table above reflect the grant date fair value under Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) of the time-based RSU awards granted to our non-employee directors in 2020. The grant date fair value for the RSU awards was calculated as equal to the $58.83 closing price of our ordinary shares on the date of grant, January 2, 2020.
(3)
None of our non-employee directors held any outstanding options or restricted shares as of December 31, 2020. As of December 31, 2020, our non-employee directors held the following unvested RSUs:
Name
Unvested
RSUs
David M. Abrams 2,634
Adam M. Aron 2,634
John W. Chidsey 4,334
Scott Dahnke
Stella David 4,334
Russell W. Galbut 4,334
Mary E. Landry 2,634
Chad A. Leat 4,334
Steve Martinez
Pamela A. Thomas-Graham 2,634
(4)
Messrs. Chidsey, Galbut, Leat and Ms. David each elected to receive their full annual retainers in the form of RSU awards. Accordingly, they each received 1,700 RSUs in lieu of their annual retainers for 2020. The retainers that each of these directors elected to receive in RSUs are reported as though they had been paid in cash and not converted into RSUs.
(5)
Any cash compensation payable to Mr. Dahnke was paid directly to a non-investment fund affiliate of his employer.
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DIRECTOR COMPENSATION
Director Share Ownership Policy
To reinforce our Board’s philosophy that meaningful ownership in our Company provides greater alignment between our Board and our shareholders, our Board adopted a share ownership policy. The share ownership policy requires non-employee directors who receive compensation from our Company to own a number of our ordinary shares equal to three times their annual cash retainer, with such values determined annually based on the average daily closing price of our ordinary shares for the previous calendar year. Due to the impacts of the COVID-19 pandemic on our business and share price, our Board determined that the required ownership levels in place at the end of 2019 would continue to apply for 2021 and 2022.
Non-employee directors have five years from their appointment to meet the requirements of the share ownership policy and are required to retain 50% of the net after-tax shares received in respect of equity awards until they are in compliance. All of our non-employee directors who receive compensation for their service as a director have met their objectives within the five-year period.
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PROPOSAL 2 — ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
We are providing our shareholders with the opportunity to vote, on a non-binding, advisory basis, on the compensation of our NEOs as disclosed in this Proxy Statement.
Our compensation program for 2020 was significantly impacted by the COVID-19 pandemic as our global cruise voyages have been suspended since March 2020, which has caused an unprecedented impact to our operations and financial performance. Our Compensation Committee took actions to motivate and preserve our experienced management team, including our President and Chief Executive Officer, who has developed critical industry relationships over the last 28 years, to drive our Company’s recovery after the pandemic subsides.
Shareholders are strongly encouraged to read the “Compensation Discussion and Analysis,” which discusses in detail how our compensation policies and practices implement our compensation philosophy.
We are asking our shareholders to indicate their support for our NEOs’ compensation as described in this Proxy Statement. The vote on this resolution, commonly known as a “Say-on-Pay Vote”, is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our NEOs. The vote is
advisory, which means that the vote is not binding on our Company, our Board or our Compensation Committee. However, our Compensation Committee, which is responsible for designing and overseeing our executive compensation program, values the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our NEOs.
Pursuant to the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our Board requests your advisory vote on the following resolution at the Annual General Meeting:
RESOLVED, that the shareholders of our Company approve, on an advisory basis, the overall compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosures set forth in the Proxy Statement for this Annual General Meeting.
Our current policy is to provide our shareholders with an opportunity to approve the compensation of our NEOs each year at the annual general meeting of shareholders. It is expected that the next such vote will occur at the 2022 annual general meeting of shareholders.
Board Recommendation
   
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OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
   
Our Company
We are a leading global cruise company which operates Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises. Our mission is to provide exceptional vacation experiences, delivered by passionate team members committed to world-class hospitality and innovation. With a combined fleet of 28 ships with approximately 59,150 berths, our brands offer itineraries to more than 490 destinations worldwide. We also have nine custom-built new ships on order for our three award-winning brands, which are scheduled for delivery through 2027.
Our brands include a variety of accommodations, from studio staterooms designed for solo travelers to the luxurious 4,443 square-foot Regent Suite, which includes an in-suite spa retreat, 1,300 square-foot wraparound veranda, and glass-enclosed solarium sitting area. Guests on our Norwegian brand can enjoy The Haven, a key-card access enclave on the upper decks of select ships with luxurious suite accommodations, exclusive amenities including a private courtyard with pool, hot tub and fitness center, and 24/7 butler and concierge service.
Norwegian’s ships offer up to 28 dining options and what we believe is the widest array of entertainment at sea. Oceania Cruises’ award-winning onboard dining, with multiple open seating dining venues, is a central highlight of its cruise experience. Regent’s all-inclusive offering includes air transportation, shore excursions, pre-cruise hotel stays (for concierge level and above), specialty restaurants, premium spirits and fine wines, gratuities, Wi-Fi and other amenities.
We are also focused on destination development and have created two private destinations to enhance the shore experience for our guests: Great Stirrup Cay in the Bahamas and Harvest Caye in Southern Belize. These destinations allow our guests to experience paradise through our private beaches, beachfront cabanas and villas, restaurants and dining options, pools and experiences like ziplines, nature centers and adventure tours.
The Most Challenging Year in Cruise Industry History
We entered 2020 in the strongest booked position ever and kicked off the year with the successful debut of the 28th ship in our fleet, Regent’s Seven Seas SplendorTM. Shortly thereafter however, the COVID-19 pandemic began to rapidly spread around the globe. 2020 quickly transformed from a year of almost certain promise and high expectations into the most challenging year our Company and the cruise industry has ever experienced.
On March 13, 2020, to contribute to efforts around the globe to contain the spread of COVID-19, we suspended all cruise voyages for our three brands. Regulators around the world have since implemented travel bans, restrictions and advisories that have prolonged this suspension through at least June 30, 2021. We currently expect a very limited resumption of cruise voyages beginning July 2021. With no revenue generating cruises for more than a year, our Company has experienced an unprecedented material negative impact on our results of operations.
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EXECUTIVE COMPENSATION
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Our Company’s Response to COVID-19
Management and our Board rapidly acted to take key short-term and long-term oriented measures to promote the stability of our business. The health, safety, and well-being of our team members and our guests are always priorities; promoting the stability and resilience of our business became a very high priority in 2020, as well.
At the onset of the pandemic, our management team navigated travel restrictions from over 100 countries around the world to return our guests, and crew members who did not remain with our ships, home to their families. Our crew repatriation was carried out as quickly as possible given constraints presented by travel restrictions, regulatory requirements and other challenges. In many cases due to the complex web of restrictions, our Company resorted to coordinating charter flights and using our ships to transport our crew members to the safety of their homes. During the time we were coordinating these repatriations, our crew members were compensated according to their respective Collective Bargaining Agreements and were provided WiFi, medical care, accommodations and a daily onboard stipend when in stand down status after
the conclusion of their contract. They had continual access to medical professionals to support their physical and mental well-being. Our Company also funded housing expenses if quarantine was required upon arrival home. Our management team has stayed in regular contact with our crew members who are eager to return to sea.
Our management team also transitioned our shoreside workforce to a remote work environment for the safety of our employees. Consistent with our family-centric culture, we continued the employer subsidy for medical cover for our furloughed team members, and in addition, funded the team member’s portion for our furloughed team and their dependents. Team members receive regular outreach regarding mental and physical health and financial resources to assist them during this challenging period.
We have also taken deliberate steps to strengthen the business. We adopted a 5-step action plan focusing on reducing costs, conserving cash, raising capital, extending debt maturities and amortization and developing our roadmap to relaunch.
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EXECUTIVE COMPENSATION
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Impact of COVID-19 on Our 2020 Compensation Program
The COVID-19 pandemic had an impact on many elements of our compensation program during 2020 due to the significant uncertainty surrounding the timing of our resumption of cruise voyages and the substantial efforts our management team undertook to reduce expenses, improve our debt amortization and maturity profile, secure additional capital and develop a roadmap towards relaunch.
During 2020, our Compensation Committee temporarily reduced NEO base salaries by 20% to improve our cash liquidity. In addition, our Compensation Committee adjusted our annual cash performance incentive program to focus on short-term cash management, and limited annual cash performance incentive payout opportunities
for 2020 to 100% of target.
Long-term incentives with performance periods ending in 2020 were also impacted. Our Compensation Committee exercised discretion to reduce payouts to 90% of target for the March 2019 PSUs awarded to all NEOs.
Our Compensation Committee believes that it was essential to keep our management team intact to steer our Company through the extraordinary impacts of COVID-19, ensure stability in the organization and to ultimately drive our Company’s recovery. Many of the compensation actions taken by our Compensation Committee related to 2020 were influenced by this belief.
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EXECUTIVE COMPENSATION
2020 Compensation Program Summary
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2020 CEO Compensation in Focus
Pay disclosures for our President and Chief Executive Officer related to 2020 are complicated by contract negotiations and modifications to prior awards. Our President and Chief Executive Officer’s reported compensation results from three distinct categories:

Run-rate annual pay: Mr. Del Rio’s annual run-rate pay, comprised of his base salary, annual performance incentive, and regular-cycle annual equity grants, totaled approximately $12.8 million in 2020.

One-time pay elements related to new employment agreement/obligations under previous employment agreement: Mr. Del Rio entered into a new employment agreement with our Company during 2020. Mr. Del Rio was contractually
entitled to a $10.3 million payment under his prior employment agreement (which was previously disclosed to shareholders), and in connection with his new employment agreement, was granted awards totaling approximately $8.8 million to secure his services for the next three years.

Modifications of prior year awards: In February and October 2020, our Compensation Committee made adjustments to the goals in our 2018 and 2019 long-term compensation awards due to the U.S. government’s restrictions on travel to Cuba and the impacts of the COVID-19 pandemic on our Company. These adjustments triggered additional accounting entries in our 2020 compensation reporting, but did not represent new awards.
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EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION
2020 Named Executive Officers
Our NEOs for 2020 were:
Frank J. Del Rio President and Chief Executive Officer
Mark A. Kempa Executive Vice President and Chief Financial Officer
T. Robin Lindsay Executive Vice President, Vessel Operations
Jason Montague President and Chief Executive Officer, Regent Seven Seas Cruises
Harry Sommer President and Chief Executive Officer, Norwegian Cruise Line
Our Compensation Committee determines all aspects of our executive compensation program and makes all compensation decisions affecting our NEOs. None of our NEOs are members of our Compensation Committee or otherwise had any role in determining the compensation of our other NEOs. Our Compensation Committee does consider the recommendations of Mr. Del Rio in setting compensation levels for NEOs besides himself.
Elements of our Executive Compensation Program
Base Salaries
Each NEO is party to an employment agreement which provides a fixed base salary, subject to annual review by our Compensation Committee. Decisions regarding adjustments to base salaries are made at the discretion of our Compensation Committee, as all automatic base salary increases have been eliminated. Base salaries are used to attract and retain highly qualified
executives. In reviewing base salary levels for our NEOs, our Compensation Committee considers the following factors: job responsibilities, leadership and experience, value to our Company and the recommendations of our President and Chief Executive Officer (other than with respect to his own base salary). Our Compensation Committee did not increase annual base salaries for 2020.
NEO
2019
Base Salary
2020
Base Salary(1)
Frank J. Del Rio $ 1,800,000
$1,527,541
Mark A. Kempa $ 700,000
$594,044
T. Robin Lindsay $ 700,000
$594,044
Jason Montague $ 700,000
$594,044
Harry Sommer $ 700,000
$594,044
(1)
In order to preserve liquidity during the COVID-19 pandemic, our Compensation Committee, with the agreement of our NEOs, reduced annual base salaries for our NEOs by 20% beginning March 30, 2020 and our NEO’s base salaries continue to be reduced.
Annual Performance Incentives
Each of our NEOs is eligible for an annual cash performance incentive based on the attainment of performance objectives for the fiscal year. Annual cash performance incentives ensure that a portion of our NEOs’ annual compensation is at risk, based on our performance against pre-established, objective targets. Our Compensation Committee uses annual cash performance incentives to motivate our NEOs to achieve our annual financial objectives and to attract and retain top executives.
Target Annual Cash Performance Incentive Opportunities.   Our Compensation Committee annually establishes each NEO’s, other than Mr. Del Rio’s, annual cash performance incentive opportunity by evaluating a variety of factors, including: (1) scope of
responsibilities and position, (2) expertise and experience, (3) potential to achieve business objectives, (4) competitive compensation market data, including the bonus opportunities provided by our Peer Group (as defined below), (5) ability to create shareholder value and (6) recommendations of our President and Chief Executive Officer. Mr. Del Rio’s annual cash bonus opportunity was developed by our Compensation Committee in connection with his employment agreement.
Corporate Performance Measures.   Each year, our Compensation Committee establishes the performance objectives for the annual cash performance incentives. The performance objectives are based on financial performance at the consolidated NCLH level as our Compensation Committee believes this structure most closely aligns the interests of our NEOs and our shareholders.
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EXECUTIVE COMPENSATION
The actual annual cash performance incentive earned by our NEOs is determined by our Compensation Committee based on the level of achievement of the pre-established corporate performance objectives. After the end of the year, our Compensation Committee reviews our actual performance against the target levels. Our Compensation Committee is required by our Plan terms to exercise its judgment whether to reflect or exclude the impact of extraordinary, unusual or infrequently occurring, or unforeseen events in determining the extent to which the performance measures are met.
Our Compensation Committee originally selected an adjusted earnings per share (“Adjusted EPS”) target of $5.60 for the year ending December 31, 2020 as the performance measure for our annual cash performance incentives in December 2019, prior to an awareness of the dramatic negative impact COVID-19 would have on our business. Following the complete suspension of our revenue producing cruise voyages in March 2020 and several extensions of the suspension, it became clear that due to reasons outside of management’s control, the Adjusted EPS target could not be achieved and ultimately our revenue decreased by 80.2% from 2019 to 2020. Instead, in July 2020, our Compensation Committee decided to make an equitable adjustment to our annual performance incentive objectives to align the annual cash performance incentive metric with a
critical liquidity measure that was within management’s control during the COVID-19 pandemic and related suspension of cruises.
Our Compensation Committee replaced the Adjusted EPS metric with a target of an average Annual Performance Incentive Adjusted NCC of  $135 million or less per month from July 2020 through December 2020. Our target was designed based on the result of pro-forma modeling and discussions with our Board and Compensation Committee. A definition of this metric is provided in “Terms Used in this Proxy Statement.” Our Compensation Committee made this adjustment to motivate our management team to conserve cash, which it believed was the most important financial goal that all members of the management team could contribute to during the suspension of operations and which would most directly correlate to shareholder value during the unprecedented crisis. When making this adjustment, our Compensation Committee determined that there would no longer be any upside opportunity for any NEO for outperformance relative to target, as our Compensation Committee capped each NEO’s bonus payment at target.
The following table summarizes the Annual Performance Incentive Adjusted NCC performance level and related payout opportunities. If the target level established was not achieved, no payouts would have been made.
Name
Target
Average Annual Performance Incentive
Adjusted NCC ≤ $135 million per
month(1)
Actual
% of
Target
Frank J. Del Rio
$3,600,000
(200% of base salary)
$3,600,000
100%
Mark A. Kempa
$700,000
(100% of base salary)
$700,000
100%
T. Robin Lindsay
$700,000
(100% of base salary)
$700,000
100%
Jason Montague
$700,000
(100% of base salary)
$700,000
100%
Harry Sommer
$700,000
(100% of base salary)
$700,000
100%
(1)
Base salary amounts for purposes of annual performance incentive do not reflect 20% reduction of salary.
From July 2020 through December 2020, our average Annual Performance Incentive Adjusted NCC per month was $77.3 million, which reflected more savings than targeted and resulted in a payout at 100% of target. Our ships are sophisticated assets, much like floating cities, and even during the suspension of cruise voyages our ships require continuous maintenance and upkeep. This reduction in expense was the result of significant efforts by the management team and our total cruise operating expense decreased by approximately 77% in the fourth quarter of 2020 versus the prior year.
Inducement and Retention Bonuses.   In order to incentivize our President and Chief Executive Officer to agree to extend his employment agreement by an additional three years, our Compensation Committee agreed to provide him with an inducement bonus of $2.8 million. At this critical juncture for our Company, our Compensation Committee viewed our President and Chief Executive Officer’s continued employment as essential to steering our Company through the COVID-19 pandemic and leading our Company’s recovery. The inducement bonus also functions as a retention incentive because if our President and Chief Executive Officer’s employment is terminated by us for
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cause or he voluntarily resigns without good reason, in each case, prior to December 31, 2021, he would be required to repay 100% of the inducement bonus, including any amounts that had been withheld for taxes. Our other NEOs also received retention bonuses in the following amounts: Mr. Kempa: $282,425, Mr. Lindsay: $1,074,439; Mr. Montague: $578,001, and Mr. Sommer: $507,803. Similar to our President and Chief Executive Officer’s inducement bonus, if any one of our NEO’s employment is terminated by us for cause
or such NEO voluntarily resigns without good reason, in each case, prior to December 31, 2021, he would be required to repay 100% of the retention bonus, including any amounts that had been withheld for taxes. Our Compensation Committee believes the inducement and retention bonuses provide a strong incentive for our NEOs to remain with our Company through the suspension of cruise voyages and ultimately to drive our Company’s recovery once we are able to resume cruise voyages.
Long-Term Equity Incentive Compensation
The following table summarizes the equity awards our Compensation Committee granted in 2020 and how they accomplish our compensation objectives. Due to the extraordinary impacts of the COVID-19 pandemic on our Company, our Compensation Committee made additional grants in July and October of 2020 which were outside of our regular grant cycle. These grants were meant to bolster retention for our management team and to ultimately ensure that our Company’s recovery would be driven by a management team with the experience and deep-rooted industry relationships needed to overcome the COVID-19 crisis.
Components of Long-Term Equity
Incentive Compensation
What It Is
Why We Use It
2020 Weighting
Regular-cycle PSUs (performance share units), granted March 2020
Opportunity to receive a specified number of shares based on achievement of performance objectives determined by our Compensation Committee.
Include an additional one-year service requirement following the end of the performance period.
Focuses our NEOs on the achievement of key financial operating objectives over a multi-year period. Adjusted EPS growth and Adjusted ROIC targets align NEOs’ interests with shareholders.
Serves as a retention incentive.
CEO: 75% of total target March 2020 equity award
Other NEOs: 33.3% of total target March 2020 equity award
Regular-cycle RSUs (restricted share units), granted March 2020
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 annual installments over three years.
Aligns our NEOs’ interests with those of our shareholders.
Serves as a retention incentive.
CEO: 25% of total target March 2020 equity award
Other NEOs: 66.7% of total target March 2020 equity award
Retention PSUs, granted July 2020
Opportunity to receive a specified number of shares based on achievement of performance objectives determined by our Compensation Committee.
Vests in one installment two years from the grant date.
Focuses our NEOs on achievement of important operational goal of keeping ships ready to return to service.
Reinforces retention with cliff vesting.
CEO: N/A
Other NEOs: 33.3% of total target July 2020 equity award
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Components of Long-Term Equity
Incentive Compensation
What It Is
Why We Use It
2020 Weighting
Retention RSUs, granted July 2020
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 one installment two years from the grant date.
Aligns our NEOs’ interests with those of our shareholders.
Reinforces retention with cliff vesting.
CEO: N/A
Other NEOs: 66.7% of total target July 2020 equity award
CEO Inducement RSUs, granted October 2020
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 one installment three years from the grant date.
Aligns our CEO’s interests with those of our shareholders.
Reinforces retention with cliff vesting that extends through the last year of his extended contract.
CEO: 100% of total target October 2020 equity award
In determining the value granted to each NEO, our Compensation Committee considers each NEO’s position, their expected contribution toward achieving our long-term objectives, a review of Peer Group compensation levels and recommendations of our President and Chief Executive Officer (other than with respect to his own compensation). Our Compensation Committee generally makes equity awards to our NEOs and other members of management once a year, but awards may be granted outside this annual grant cycle in connection with events such as hiring, promotion or extraordinary performance or circumstances. In 2020, due to the extraordinary impacts of the COVID-19 pandemic on our Company, including the prolonged and complete suspension of our cruise voyages, our Compensation Committee made a second grant in
July 2020 to our NEOs other than our Chief Executive Officer to serve as a retention incentive. The grants made in July 2020 vest in one installment in July 2022. Our Compensation Committee also made an additional inducement grant to our President and Chief Executive Officer in October 2020 in connection with his entry into a new employment agreement that extends his period of employment by an additional three years. The inducement grant vests in one installment in October 2023. Our Compensation Committee felt the inducement grant provided a significant incentive for our Chief Executive Officer to continue in his role through the suspension of cruise voyages and, more importantly, to drive the Company’s recovery post-COVID-19 as the ultimate value of the award is dependent on our Company’s stock price.
Named Executive Officer Awards
Regular-Cycle President and Chief Executive Officer Awards.   In order to provide Mr. Del Rio with competitive, ongoing, long-term incentives that drive strong financial performance, and pursuant to his previous amended employment agreement from August 2017, Mr. Del Rio received his regular-cycle annual target award of RSUs and PSUs worth $7.5 million as of the date of award in March 2020. Such annual award was contractually required to be at least 60% performance-based. By structuring the employment agreement this way, our Compensation Committee preserved the flexibility to structure a greater percentage of Mr. Del Rio’s annual equity award as performance-based, while requiring that a minimum of 60% of Mr. Del Rio’s annual equity award will be performance-based. Our Compensation
Committee also preserved the flexibility to establish the applicable performance metrics and targets each year, thereby providing our Compensation Committee with discretion to choose a performance-based award structure each year that will best incentivize growth in long-term shareholder value.
In March 2020, Mr. Del Rio was awarded a target of 158,050 PSUs. Half of the target PSUs can be earned based on average Adjusted EPS growth for 2020 and 2021 and the other half can be earned based on average Adjusted ROIC for 2020 and 2021. Each half of the target PSUs can be paid out 0% to 200% based on stretch targets. Shown in the tables below are the performance expectations for each metric. Our
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Compensation Committee determined these metrics based on our internal projections and budget at the time and believed these metrics would focus our management team on our Company’s earnings performance and the effective use of our capital. The 2020 Adjusted EPS and
Adjusted ROIC targets were established at lower levels than for our 2019 PSU grants due to the expected impacts of the COVID-19 pandemic on our business during the 2020 and 2021 performance period.
Average Adjusted EPS Growth Metric (50% of Target Units)
2020 – 2021 Average
Adjusted EPS Growth
Percentage of Target
Adjusted EPS Growth
Units Earned
Below Threshold ≤5.0%
0%
>5.0%(1)
0.0001%
6.75%
100%
Maximum 8.0%
200%
(1)
Once the threshold has been achieved, the number of units that are eligible to be earned will be interpolated on a linear basis between the applicable levels stated above.
Average Adjusted ROIC Metric (50% of Target Units)
2020 – 2021 Average
Adjusted ROIC
Percentage of Target
Adjusted ROIC Units
Earned
Below Threshold <10.6%
0%
10.6%(1)
0.0001%
10.75%
100%
Maximum 10.85%
200%
(1)
Once the threshold has been achieved, the number of units that are eligible to be earned will be interpolated on a linear basis between the applicable levels stated above.
In order to reinforce the long-term nature of the PSU award, in addition to the performance requirements above, the PSUs are also subject to a time-based vesting requirement through March 1, 2023. Definitions of Adjusted EPS and Adjusted ROIC can be found in “Terms Used in this Proxy Statement.” Certain adjustments, which are detailed in the definitions, are required by our award terms to be made to the targets.
As part of his regular-cycle March 2020 annual equity award, Mr. Del Rio was also awarded 52,683 RSUs that are subject to time-based vesting requirements and will become vested ratably on each of the March 1, 2021, 2022 and 2023 grant anniversary dates, in each case subject to Mr. Del Rio’s continued employment through the applicable vesting date.
President and Chief Executive Officer Inducement Award.   Our President and Chief Executive Officer’s employment agreement would have ended on December 31, 2020. While we have a robust succession plan in place, our Compensation Committee felt strongly that it was critical to maintain our President and Chief Executive Officer’s leadership during this tumultuous time for our Company and the broader cruise industry. In connection with the negotiation of our President and Chief Executive Officer’s new employment agreement, our Compensation Committee agreed to
provide a one-time inducement grant of RSUs to our President and Chief Executive Officer with a value as of the date of grant in October 2020 of  $6.0 million. Our Compensation Committee structured the grant so that the entire grant would vest in October 2023. Our Compensation Committee viewed this grant as an effective retention tool that aligns our President and Chief Executive Officer’s interests with our shareholders as the ultimate value of the grant on vesting would be dependent on our Company’s share price.
CEO PSU Payout Results During 2020.   On June 4, 2019, the Office of Foreign Assets Control of the United States Department of the Treasury abruptly removed the authorization for group people-to-people educational travel by U.S. persons to Cuba. As a result, we were required to stop sailings to Cuba the following day, resulting in a negative impact to our financial results for 2019. The terms of our Plan provide that our Compensation Committee will make adjustments to exclude certain extraordinary events from the calculation of Adjusted EPS for performance incentives. In February 2020, our Compensation Committee approved an adjustment to the Adjusted EPS and Adjusted ROIC performance metrics in the PSUs granted to our President and Chief Executive Officer in March 2018 to exclude the impact of the cessation of cruises to
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Cuba. Including the adjustment for the cessation of cruises to Cuba, our 2019 Adjusted ROIC would have been 11.1% and our Adjusted EPS growth for the 2018-2019 performance period would have been 18.4%, which resulted in a payment at 200% of target. The March 2018 PSU award continued to be subject to time-based vesting requirements through March 1, 2021 and Mr. Del Rio vested in 158,870 shares.
In October 2020, our Compensation Committee decided that due to the significant impacts of the COVID-19 pandemic on our Company and our prolonged suspension of cruise voyages, the March 2019 PSU award that had been granted to our President and Chief Executive Officer was no longer serving as an appropriate incentive as it was unachievable. Our Compensation Committee determined that it would be appropriate to shorten the original performance period of 2019 through 2020 to 2019 only as our Company’s Adjusted EPS and Adjusted ROIC performance in 2020 had been severely affected by impacts of the pandemic that were outside of management’s control. Similar to the 2018 PSU award, our Compensation Committee determined that it was also appropriate to adjust our performance in 2019 for the impact of the cessation of cruises to Cuba. Although the adjustment for the cessation of cruises to Cuba would have resulted in a 100% of target payout, our Compensation Committee limited the payout to 90% of target. The March 2019 PSU award continues to be subject to time-based vesting through March 1, 2022 and Mr. Del Rio forfeited the additional 111,809 ordinary shares that could have been earned if the maximum performance levels were achieved. The Adjusted ROIC and Adjusted EPS definitions that apply to the 2018 and 2019 PSU awards are similar to (although not the same as) the applicable definitions that apply to the 2020 PSU awards that can be found in “Terms Used in this Proxy Statement.”
Other NEOs.   The regular-cycle PSUs awarded to our other NEOs in March 2020 have the same structure and performance goals as Mr. Del Rio’s PSUs described above. Our Compensation Committee, after consultations with FW Cook, determined that the annual equity awards made to our other NEOs should also consist of a combination of PSUs that may be earned based on our average Adjusted ROIC for 2020 and 2021, average Adjusted EPS growth for 2020 and 2021 and continued service through March 1, 2023 and time-based RSUs that vest in three equal, annual installments. For 2020, 33.3% of each NEO’s target regular-cycle March 2020 annual equity award consisted of PSUs.
Due to the significant impacts of the COVID-19 pandemic on our Company and the continued uncertainty regarding our return to cruise voyages, in July 2020, our Compensation Committee made additional retention
equity awards to our NEOs other than Mr. Del Rio. 66.7% of the total July 2020 award consists of time-based RSUs that vest in one installment on July 27, 2022. The other 33.3% of the July 2020 award consists of a PSU award that will be eligible to be earned at 100% of the target amount if our Company has maintained through June 30, 2022 all rules of the Classification Society and flag state for all vessels in our fleet and all certificates for all vessels in our fleet so that our fleet is able to return to service once we are authorized to resume cruise voyages. Our ships are sophisticated assets, much like floating cities, and even during the suspension of cruise voyages our ships require continuous maintenance and upkeep. Additionally, due to pressure on the broader cruise ecosystem, maintaining the vessels in our fleet may become more challenging. For example, it may become more difficult to schedule maintenance and repair with our shipyards on our desired timeframe due to COVID-19 protocols and travel restrictions. There is no opportunity to earn additional amounts above target. The July 2020 PSU award also continues to be subject to time-based vesting through July 27, 2022.
Other NEO PSU Payout Results During 2020.   During 2020, Mr. Lindsay, Mr. Montague and Mr. Sommer each earned 23,536 PSUs and Mr. Kempa earned 8,826 PSUs which were granted in March 2018 and were subject to the same Adjusted ROIC target for 2019 and an average Adjusted EPS growth target for 2018 through 2019 as Mr. Del Rio’s March 2018 PSU award (after giving effect to the same adjustments as were approved by our Compensation Committee for Mr. Del Rio’s 2018 PSU award). The March 2018 PSU awards remained subject to time-based vesting through March 1, 2021. Additionally, in October 2020, our Compensation Committee made similar adjustments to our other NEO’s March 2019 PSU awards as were made to Mr. Del Rio’s award and the March 2019 PSU award performance payout was determined to be 90% of target. The March 2019 PSU awards continue to be subject to time-based vesting through March 1, 2022 and each of our NEOs forfeited the additional 13,251 ordinary shares that could have been earned if the maximum performance levels were achieved.
Target Grant Value.   When determining the number of RSUs and PSUs to award to our NEOs, our Compensation Committee first determines the appropriate total grant date dollar value of each NEO’s award, and then converts this dollar value into a number of RSUs and a target number of PSUs using the closing market price (or an average of closing market prices three days prior to the grant date) of our shares on the date of grant. We use the terms target grant value and target award value for PSUs to describe the grant value approved by our Compensation Committee, which is equal to the target number of PSUs awarded
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multiplied by the closing market price (or an average of closing market prices three days prior to the grant date) of our shares on the date of grant. This target grant value may in some cases be different than the accounting value of the PSU awards that we are required to report in the executive compensation tables that are included below.
Benefits and Perquisites
We provide our NEOs with retirement benefits under our 401(k) Plan, participation in our medical, dental and insurance programs and vacation and other holiday pay, all in accordance with the terms of such plans and programs in effect and substantially on the same terms
as those generally offered to our other employees (although vacation benefits may differ).
In addition, our NEOs receive a cash automobile allowance, a cruise benefit for Company cruises, including certain travel for immediate family, as well as coverage under an executive medical plan which provides reimbursement of certain extra medical, dental and vision expenses. We believe that the level and mix of perquisites we provide to our NEOs is consistent with market compensation practices.
Mr. Del Rio is also entitled to certain additional perquisites pursuant to the terms of his amended employment agreement consistent with his original employment agreement with Prestige.
Severance Arrangements and Change in Control Benefits
Each of our NEOs is or was employed pursuant to an employment agreement providing for severance payments and benefits upon an involuntary termination of the NEO’s employment by us without “cause” or by him for “good reason.” The severance payments and benefits in each employment agreement were negotiated in connection with the execution of each employment agreement. In each case, our Compensation Committee determined that it was appropriate to provide the executive officer with severance payments and benefits under the circumstances in light of each of their respective positions with us, general competitive practices and as part of each of their overall compensation packages.
When negotiating each executive officer’s severance payments and benefits, our Compensation Committee took into consideration an analysis of the severance payments and benefits provided to similarly situated executives at our Peer Group companies. The severance payments and benefits payable to each of our NEOs upon a qualifying termination of employment generally include a cash payment based on a multiple of his base salary (other than Mr. Del Rio), a pro-rata portion of any annual cash incentive actually earned for the year of termination of employment, continuation or payment in respect of certain benefits and, in certain cases only, accelerated or continued vesting of outstanding equity awards. We do not believe that our NEOs should be entitled to any cash severance payments or benefits merely because of a change in control of our Company. Accordingly, none of our NEOs are entitled to any such payments or benefits upon the occurrence of a change in control of our Company unless there is an actual termination (other than for “cause”) or constructive termination of employment for “good reason” just prior to or following the change in control (a “double-trigger” arrangement). Similarly, none of our NEOs are entitled to receive any automatic “single trigger” equity vesting upon the occurrence of a change
in control of our Company, and severance protections for equity awards also require an actual termination (other than for “cause”) or constructive termination of employment for “good reason” just prior to or following the change in control.
No NEO is entitled to receive a “gross-up” or similar payment for any potential change in control excise taxes, and, depending on what results in the best after-tax benefit for the executive, benefits may be “cut back” instead in such circumstances.
The material terms of these payments and benefits, are described in the “Potential Payments Upon Termination or Change in Control” section below.
President and Chief Executive Officer Payment.   Under his prior employment agreement, and as we have previously disclosed to shareholders, our President and Chief Executive Officer was contractually entitled to a payment of  $10.269 million on December 31, 2020 in respect of the severance benefits provided under his employment agreement. In order to avoid disincentivizing Mr. Del Rio from extending his employment agreement, we paid Mr. Del Rio the $10.269 million when he entered into his new employment agreement and agreed to extend the term of his employment by an additional three years. Mr. Del Rio is not entitled to any additional cash severance payment under his new employment agreement other than a pro-rata portion of any annual cash performance incentive and continued medical and dental coverage under certain circumstances.
Peer Group
Our Compensation Committee believes that it is important to be informed about the pay practices and pay levels of comparable public companies with which we compete for top talent (our “Peer Group”). After
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considering the recommendations of FW Cook, our Compensation Committee determined that due to the significant impacts of the COVID-19 pandemic on the Company’s operations and financial performance and the broader effects of COVID-19 on the industries of many of our Company’s peers, that no changes would
be made to our Company’s peer group for 2020. Additionally, our peer group was used to inform our Compensation Committee’s development of our President and Chief Executive Officer’s new employment agreement. Our Peer Group for 2020 included the following companies:

Alaska Air Group, Inc.

Hyatt Hotels Corporation

Royal Caribbean Cruises Ltd.

Caesars Entertainment, Inc.

JetBlue Airways Corporation

Spirit Airlines, Inc.

Carnival Corporation

Las Vegas Sands Corp.

Wyndham Destinations, Inc.

Darden Restaurants, Inc.

MGM Resorts International

Wynn Resorts, Limited

Expedia Group, Inc.

Marriott International, Inc.

YUM! Brands, Inc.

Hilton Worldwide Holdings Inc.

Penn National Gaming, Inc.
   
We used the following methodology when we originally selected our Peer Group. Carnival Corporation and Royal Caribbean Cruises Ltd. were selected because we believe these cruise lines are the two public companies most similar to our Company and with whom we most directly compete for talent. We then considered a range of publicly traded companies in the following industries which reflect elements of our business or have similar business characteristics such as:

hotels, resorts and cruise lines,

airlines,

casinos and gaming,

restaurants and

internet and direct marketing retail.
We evaluated the companies in these categories by focusing on companies with market capitalizations ranging from approximately 0.3x to 3.0x our market capitalization and with revenues ranging from approximately 0.3x to 3.0x our trailing annual revenue measured as of October 2019.
Objectives and Philosophy of our Executive Compensation Program
Attract and retain top talent in a competitive market
We strive to be an employer of choice for individuals with the specific skill sets and experience required for the cruise industry.
Motivate employees with clear, NCLH-level goals
We believe that clear, NCLH-level goals motivate management to work together as a team towards shared objectives.
Compensation opportunities align executives with shareholders
We align management with shareholders by choosing NCLH incentive compensation performance metrics that we believe drive long-term value for our shareholders.
Role of Shareholder Say-on-Pay Votes
Each year, we provide our shareholders the opportunity to cast an advisory vote on the compensation of our NEOs (also known as a “Say-on-Pay Vote”). At our annual general meeting in June 2020, approximately 86.9% of the votes cast were in favor of the 2019 compensation of our NEOs. Our Compensation Committee considered shareholder support from our 2020 Say-on-Pay Vote along with feedback received from shareholder engagement when making decisions about
our 2020 compensation program. However, our 2020 compensation program was substantially influenced by the impacts of COVID-19 on our Company.
When making future compensation decisions for our NEOs, our Compensation Committee will continue to consider the opinions that our shareholders express through the results of these Say-on-Pay votes and through direct engagement with our shareholders.
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Role of Compensation Consultant
Pursuant to its charter, our Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities.
Since May 2017, our Compensation Committee has retained FW Cook to provide guidance on executive and non-employee director compensation matters.
Based on a consideration of the factors set forth in the rules of the SEC and the listing standards of the NYSE, our Compensation Committee determined that FW Cook satisfied the independence criteria under the rules and listing standards and that their relationship with and the work performed by FW Cook, on behalf of our Compensation Committee, did not raise any conflict of interest. Other than its work on behalf of our Compensation Committee, FW Cook has not performed any other services for us.
Share Ownership Policy
To reinforce our Board’s philosophy that meaningful executive ownership in our Company provides greater alignment between management and our shareholders, our Board adopted a share ownership policy in 2017. The share ownership policy, which applies to all of our NEOs and certain executive officers, is as follows:
Position
Value of Share Ownership*
Chief Executive Officer
5 times annual base salary
Brand Presidents and Executive Vice Presidents
3 times annual base salary
Senior Vice Presidents
1 times annual base salary
*
Values are determined annually based on the average daily closing price of our ordinary shares for the previous calendar year. Due to the impacts of the COVID-19 pandemic on our business and share price, our Board determined that the required ownership levels in place at the end of 2019 would continue to apply for 2021 and 2022.
All of our NEOs currently exceed the required share ownership amounts. Executive officers have five years from the date they first become subject to the share ownership policy to meet the requirements and are required to retain 50% of the net after-tax shares received in respect of equity awards until they are in compliance. Unexercised stock options and PSUs do not count towards the share ownership policy amounts unless, in the case of PSUs, the performance criteria have been met.
Clawback Policy
Under our clawback policy, our Board or Compensation Committee may, if permitted by law, require the reimbursement or cancellation of all or a portion of any equity awards or cash incentive payments to any current or former employee, including our NEOs, who received such incentive awards or payments if: (1) such employee received a payment of incentive compensation that was predicated upon the achievement of specified financial results that were the subject of a subsequent accounting restatement due to material non-compliance with any financial reporting requirement, or (2) such employee engaged in misconduct including certain violations of our Code of Ethical Business Conduct or breaches of any confidentiality, non-competition, or non-solicitation agreements such employee has entered into with us. Each prong of the policy is separate, and clawback is not limited to accounting restatements.
Compensation Risk Assessment
We have conducted a risk assessment of our compensation policies and practices and concluded that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on our Company. In particular, our Compensation Committee believes that the design of our annual performance incentive programs and long-term equity incentives provide an effective and appropriate mix of incentives to ensure our compensation program is focused on long-term shareholder value creation and does not encourage the taking of short-term risks at the expense of long-term results.
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COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement. Based upon this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement.
Compensation Committee of the Board of Directors
John W. Chidsey (Chair)
Chad A. Leat
Russell W. Galbut​
March 23, 2021
The foregoing report of our Compensation Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by our Company (including any future filings) under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate such report by reference therein.
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2020 Summary Compensation Table
   
The following table presents information regarding the compensation of each of our NEOs for services rendered during 2020, 2019 and 2018.
Name and Principal Position
Year
Salary
($)(1)
Bonus
($)(2)
Stock
Awards
($)(3)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)(4)
All Other
Compensation
($)(5)
Total
($)
Frank J. Del Rio
President and Chief Executive Officer
2020 1,527,541 2,824,495 17,952,220 3,600,000 10,476,999 36,381,255
2019 1,800,000 12,201,324 3,600,000 207,040 17,808,364
2018 1,751,507 15,235,631 5,400,000 205,923 22,593,061
Mark A. Kempa
Executive Vice President and
Chief Financial Officer
2020 594,044 282,425 4,165,500 700,000 48,783 5,790,752
2019 700,000 2,555,694 700,000 47,336 4,003,030
2018 655,548 751,635 1,570,171 45,576 3,022,930
T. Robin Lindsay
Executive Vice President, Vessel Operations
2020 594,044 1,074,439 4,435,454 700,000 41,979 6,845,916
2019 700,000 2,555,694 700,000 40,976 3,996,670
2018 700,000 2,848,258 1,750,000 39,859 5,338,117
Jason Montague
President and Chief Executive Officer, Regent
2020 594,044 578,001 4,435,454 700,000 52,383 6,359,882
2019 700,000 2,555,694 700,000 50,936 4,006,630
2018 700,000 2,848,258 1,750,000 50,277 5,348,535
Harry Sommer
President and Chief
Executive Officer, Norwegian
2020 594,044 507,803 4,435,454 700,000 52,327 6,289,628
2019 700,000 2,555,694 700,000 50,936 4,006,630
2018 600,000 2,848,258 1,500,000 46,628 4,994,886
(1)
For 2020, base salaries for our NEOs were temporarily reduced by 20% beginning March 30, 2020 through an indeterminate future time.
(2)
During 2020, we paid in the case of our President and Chief Executive Officer, an inducement bonus, and retention bonuses to our other NEOs that in each case require continued employment through to December 31, 2021. If an NEO terminates employment for any reason other than a qualifying termination, 100% of the inducement or retention bonus must be repaid.
(3)
For 2020, the amounts reported in the “Stock Awards” column reflect the grant-date fair value under FASB ASC Topic 718 of the RSUs and PSUs granted to our NEOs in 2020. The amount reported for each of our NEOs includes modification costs for PSUs granted in March 2018 and March 2019 that became eligible for vesting pursuant to modifications of the original awards, computed as of the modification dates, February 10, 2020 and October 26, 2020, respectively, in accordance with FASB ASC Topic 718. The fair value of the time-based RSUs is equal to the closing market price of our shares on the date of grant. The March 2020 PSU awards vest between 0% and 200% based on performance conditions. The fair value of PSUs is reported based on the probable outcome of the performance conditions at the time of grant, which was 100%, and the closing market price of our ordinary shares on the date of grant. The value of the annual PSU awards granted on March 2, 2020 assuming maximum achievement of 200% would have been as follows: Mr. Del Rio  —  $11,249,999; Mr. Kempa; Mr. Lindsay, Mr. Montague and Mr. Sommer —  $1,315,549. The July 2020 PSUs awarded to our NEOs other than Mr. Del Rio vest at 0% or 100% based on performance conditions. The fair value of the July 2020 PSUs is reported based on the probable outcome of the performance conditions at the time of grant, which was 100%, and the closing market price of our ordinary shares on the date of grant. All RSUs and PSUs reported in this table were awarded under our Plan.
(4)
For 2020, the amounts reported in the “Non-Equity Incentive Plan Compensation” column reflect the annual cash performance incentives paid under our Plan based on performance during 2020, as described in “Compensation Discussion and Analysis.” As disclosed under “Compensation Discussion and Analysis — Elements of our Executive Compensation Program — Annual Performance Incentives”, the performance metrics used to determine whether our non-equity incentive plan compensation could be earned were revised in July 2020.
 2021 Proxy Statement / 47

TABLE OF CONTENTS
EXECUTIVE COMPENSATION TABLES
(5)
The following table provides detail for the amounts reported for 2020 in the “All Other Compensation” column of the table.
Name
Automobile
($)(a)
401(k)
Employer
Match
($)(b)
Executive
Medical
Plan
Premium
($)(c)
CEO Prior
Contract
Payout
($)(d)
CEO
Benefits
($)(e)
Other
Benefits
($)(f)
Total
($)
Frank J. Del Rio 27,600
14,025
12,972
10,269,000
152,000
1,402
10,476,999
Mark A. Kempa 14,400
14,025
19,776
582
48,783
T. Robin Lindsay 14,400
14,025
12,972
582
41,979
Jason Montague 18,000
14,025
19,776
582
52,383
Harry Sommer 18,000
14,025
19,776
526
52,327
(a)
Represents a cash automobile and automobile maintenance allowance.
(b)
Represents an employer contribution match under our 401(k) Plan on the same terms as those generally offered to our other employees.
(c)
Represents premiums under an executive medical reimbursement plan.
(d)
Represents the cash payment owed to our President and Chief Executive Officer under his previous employment agreement, as amended in August 2017, for a payment that is equal to 2.25 times the sum of: (1) his annualized base salary in effect as of August 2017 ($1.5 million) and (2) his target annual cash performance incentive amount at the rate in effect as of August 2017 (or $3.0 million) and (3) $64,000, which represents the value of certain benefits. Because of this payment, Mr. Del Rio is not entitled to any cash severance benefits under his new employment agreement other than a pro-rata bonus payment for the year of termination and continued payment for medical and dental coverage.
(e)
Represents the following benefits for Mr. Del Rio: $100,000 travel expense allowance, $12,000 personal allowance, $20,000 tax preparation service and $20,000 country club membership.
(f)
Represents life insurance premiums.
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TABLE OF CONTENTS
EXECUTIVE COMPENSATION TABLES
Grants of Plan-Based Awards in 2020 Table
   
The following table presents all Plan-based awards granted to our NEOs during the year ended December 31, 2020.
Grant
Date
Compen-
sation
Committee
Approval
Date (If
Different
than
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
(#)
Frank J. Del Rio
2020 Annual Cash Performance Incentive
1,800,000 3,600,000 5,400,000
RSU Award(3)
3/2/20 52,683 1,874,988
RSU Award(4)
10/1/20 346,020 5,999,987
PSU Award(5)
3/2/20 2 158,050 316,100 5,625,000
PSU Award(6)
3/1/18 2/10/20 47,663 79,435 158,870 2,915,399
PSU Award(7)
3/1/19 10/26/20 2 101,644 203,288 1,536,846
Mark A. Kempa