DEF 14A of Norwegian Cruise Line Holdings Ltd., Apr 29, 2024

DEF 14A of Norwegian Cruise Line Holdings Ltd.

Filed Apr 29, 2024 · FY20230001104659-24-053547

Open on EDGAR

  1. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2024

    PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2024 This proxy statement (“Proxy Statement”) is being furnished to you in connection with the solicitation of proxies by our Board to be used at our annual general meeting for 2024 to be held at the Pullman Miami, 5800 Blue Lagoon Drive, Miami, Florida 33126, on Thursday, June 13, 2024 at 9:00 a.m. (Eastern time), and any adjournments or postponements thereof (the “Annual General Meeting”). As always, we encourage you to vote your shares prior to the Annual General Meeting. References in this Proxy Statement to “we,” “us,” “our,” “Company” and “NCLH” refer to Norwegian Cruise Line Holdings Ltd. Proxy materials for the Annual General Meeting, including this Proxy Statement and our 2023 Annual Report to Shareholders, which includes our 2023 financial statements (“2023 Annual Report”), were first made available to shareholders on or about April 29, 2024.

  2. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2024

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

  3. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2024

    General Pursuant to our bye-laws, the number of directors on our Board must be at least seven, but no more than eleven, and is determined by resolution of our Board. Our Board currently consists of eight directors and is divided into three classes. The members of each class serve for staggered three-year terms. Each director holds office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. A director appointed by our Board to fill a vacancy (including a vacancy created by an increase in the size of our Board) will serve for the remainder of the term of the class of directors in which the vacancy occurred and until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal. At the Annual General Meeting, shareholders will be asked to elect two directors to our Board as Class II directors. Our Nominating and Governance Committee recommended, and our Board nominated, Ms. Stella David and Ms. Mary E. Landry as our Class II director nominees. If elected, each of the nominees will serve until our 2027 annual general meeting and until her successor is elected and qualified, or until her earlier death, resignation, or removal. If any of the nominees becomes unable or unwilling for good cause to serve if elected, shares represented by validly delivered proxies will either be voted for the election of a substitute nominee designated by our Board or our Board may determine to reduce the size of our Board. Each person nominated for election has consented to be named in this Proxy Statement and agreed to serve if elected. There are no family relationships between or among any of our executive officers, directors or director nominees. Directors Standing for Election

  4. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2024

    | Class II Director Nominees (Term to Expire in 2027) |

  5. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2024

    | STELLA DAVID Former Chief Executive Officer, William Grant & Sons Limited Age: 61 Director Since: January 2017 Independent Director Committees: • Nominating & Governance (Chairperson) • TESS Favorite Newbuild Feature: “The Fabergé Egg on Seven Seas Grandeur®” | Qualifications and Experiences that Help us Deliver on Our Mission Ms. David has extensive experience running multi-national corporations and has significant expertise in marketing and branding. As the leader of William Grant & Sons Limited, she was responsible for the significant growth of the business, in particular their premium and luxury brands, and for leading the company’s expansion into new markets. In addition, Ms. David has extensive experience as a director and is able to share the knowledge she has gained regarding corporate governance and risk management with our Board. Career Highlights • Interim Chief Executive Officer, Entain plc, a sports betting and gaming group: December 2023 – Present • Interim Chief Executive Officer, C&J Clark Limited, an international shoe manufacturer and retailer: June 2018 – April 2019 • Chief Executive Officer, William Grant & Sons Limited, an international spirits company: August 2009 – March 2016 • Various positions at Bacardi Ltd. over a fifteen-year period, including Senior Vice President and Chief Marketing Officer: 2005 – 2009; and Chief Executive Officer of the U.K., Irish, Dutch and African business: 1999 – 2004 Current Public Company Boards • Entain plc: March 2021 – Present (LSE listed) Current Private Company Boards • Bacardi Limited: June 2016 – Present Past Company Boards • Domino’s Pizza Group plc: February 2021 – December 2023 (LSE listed) • Vue International: January 2023 – December 2023 • HomeServe Plc: November 2010 – November 2022 (LSE listed) • C&J Clark Limited: March 2012 – February 2021 • Nationwide Building Society: 2003 – 2010 Education • Degree in Engineering, Cambridge University |

  6. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2024

    | MARY E. LANDRY Former U.S. Coast Guard Rear Admiral Age: 67 Director Since: June 2018 Independent Director Committees: • Compensation Committee (Chairperson) • TESS Favorite Newbuild Feature: “The Bronze Bonsai Cherry Tree Sculpture on Seven Seas Grandeur®” | Qualifications and Experiences that Help us Deliver on Our Mission Ms. Landry developed a strong background in marine safety, risk management and government policy over the course of her 35-year career with the U.S. government, including service on the White House National Security Council and active duty in the U.S. Coast Guard. In her roles with the U.S. Coast Guard and the White House, Ms. Landry worked on cybersecurity preparedness, policy and guidance. She brings expertise regarding the maritime operations of our Company and deep insight into our risk mitigation, preparedness, resilience and cybersecurity strategies to our Board. Career Highlights • White House National Security Council, Special Assistant to the President and Senior Director for Resilience Policy: 2013 – 2014 • Various active-duty positions with the U.S. Coast Guard, including: Director, Incident Management Preparedness Policy: 2012 – 2015; Commander, Eighth Coast Guard District: 2009 – 2011, where she oversaw operations for a region including 26 states with over 10,000 active, reserve, civilian, and auxiliary personnel under her command; Director of Governmental and Public Affairs: 2007 – 2009; various tours from 1980 – 2007, which culminated in her advancement to Rear Admiral Current Industry Boards • United States Automobile Association (“USAA”) – Chairperson of the Compensation and Workforce Committee and member of the Risk & Compliance Committee • Sea Machines Robotics – Advisory Board Member • National Association of Corporate Directors (“NACD”), Florida Chapter – Board Member Past Industry Boards • SCORE Association Education • National Security Fellowship, Harvard University • M.A. in Marine Affairs, University of Rhode Island • M.A. in Management, Webster University • B.A. in English, University of Buffalo • NACD Board Leadership Fellow • NACD Directorship Certified® • Holds the NACD CERT Certificate in Cybersecurity Oversight • Holds Corporate Director Certificate, Harvard Business School |

  7. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2024

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

  8. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2024

    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.

  9. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2024

    | DAVID M. ABRAMS Founder and Co-Managing Partner, Velocity Capital Management Age: 57 Director Since: April 2014 Independent Director Committees: • Audit • TESS Favorite Newbuild Feature: “Aquamar Kitchen on Vista” | Qualifications and Experiences that Help us Deliver on Our Mission Mr. Abrams shares over 25 years of experience in sports and entertainment, private equity, finance and investment banking with our Board. His expertise includes developing new businesses, financial strategy and the credit markets. Career Highlights • Founder and Co-Managing Partner, Velocity Capital Management: November 2021 – Present • Chief Investment Officer, Harris Blitzer Sports and Entertainment, which owns the Philadelphia 76ers, the New Jersey Devils, the Prudential Center and esports franchise, Dignitas: November 2018 – November 2021 • Partner, Apollo Global Management, LLC, and founder of the Apollo European Principal Finance Fund franchise, which he ran from 2007 – 2015 • Controlling shareholder of Keemotion SPRL, a leading sports technology company with operations in the U.S. and Europe: January 2015 – Present • Co-Managing Partner of the Scranton/Wilkes-Barre RailRiders, the AAA-Affiliate of the New York Yankees: November 2014 – Present • Managing Director, Leveraged Finance Group, Credit Suisse, based in London and New York: 1996 – 2007 • Founder and Head of the Specialty Finance Investment business, Credit Suisse, which included investing in non-performing loans portfolios and distressed assets: 2004 – 2007 • Founding member and Co-Head, Global Distressed Sales and Trading Group, Credit Suisse (and its predecessor Donaldson, Lufkin & Jenrette, Inc.): 1996 – 2004 • Associate/Vice President, Argosy Group, a boutique corporate restructuring firm • Analyst, Investment Banking Division, Bear Stearns & Co.: 1989 Past Public Company Boards • Cansortium Inc. (CSE listed) Education • B.S. in Economics, Wharton School of Business, University of Pennsylvania |

  10. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2024

    | ZILLAH BYNG-THORNE Former Chief Executive Officer, Future plc Age: 49 Director Since: November 2022 Independent Director Committees: • Audit • Compensation Committee • Nominating and Governance Favorite Newbuild Feature: “The Serene Spa & Wellness™ on Seven Seas Grandeur®” | Qualifications and Experiences that Help us Deliver on Our Mission Ms. Byng-Thorne shares her significant strategy, operations, technology, marketing, and talent management expertise with our Board. She has extensive technology sector experience, spanning online gaming, digital media and e-commerce. With over 20 years of experience as an executive officer, she has demonstrated a focus on driving operational excellence and is a proven people manager, identifying and developing talent at the senior level. Career Highlights • Operating Partner, True Capital Limited: August 2023 – Present • Chief Executive Officer, Future plc: April 2014 – March 2023 • Chief Financial Officer, Future plc: November 2013 – March 2014 • Interim Chief Executive Officer, Trader Media Group (owner of Auto Trader): 2012 – 2013 • Chief Financial Officer, Trader Media Group (owner of Auto Trader): 2009 – 2012 • Commercial Director and Chief Financial Officer, Fitness First: 2006 – 2009 • Chief Financial Officer, Thresher Group: 2002 – 2006 Current Public Company Boards • Chairperson, TrustPilot Group plc (LSE listed) • Executive Chair, M&C Saatchi Group (LSE Listed) Past Public Company Boards • Future plc (LSE listed) • Flutter Entertainment plc (LSE listed) • THG plc (LSE listed) • GoCo Group plc (formerly LSE listed) Current Private Company Boards • Non-Executive Director, MiQ • Non-Executive Director, GWI • Non-Executive Director, CarTrawler Education • M.A. in Management, Glasgow University • MSc in Behavioural Change, Henley Business School • Chartered Management Accountant (The Chartered Institute of Management Accountants) • Qualified Treasurer (Association of Corporate Treasurers) |

  11. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2024

    | RUSSELL W. GALBUT Managing Principal, Crescent Heights Age: 71 Chairperson of our Board Director Since: November 2015 Independent Director Committees: • Nominating & Governance Favorite Newbuild Feature: “Indulge Food Hall on Norwegian Viva” | Qualifications and Experiences that Help us Deliver on Our Mission For over 35 years, Mr. Galbut has been active in the urban mixed-use real estate sector, which has included fostering relationships with complementary retail, hospitality, and food and beverage brands. Mr. Galbut provides our Board with unique insights into complex development projects such as our private island destinations, port development projects and design and hotel operations for our newbuild ships. Career Highlights • Managing Principal, Crescent Heights, a leading urban real estate firm, specializing in the development, ownership, and operation of architecturally distinctive, mixed-use high-rises in major cities across the United States: 1989 – Present Past Public Company Boards • New Beginnings Acquisition Corp. (NYSE American, LLC: NBA) • Black Spade Acquisition Co (NYSE: BSAQU) Current Academic Boards • The Dean’s Advisory Board, Cornell University School of Hotel Administration Past Private Company Boards • Prestige (prior to the Acquisition) • Capital Bank • Gibraltar Private Bank & Trust Company Education • J.D., University of Miami School of Law • B.S., Cornell University, School of Hotel Administration • Certified Public Accountant (inactive license) • Former attorney (inactive license) |

  12. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2024

    | JOSÉ E. CIL Former Chief Executive Officer, Restaurant Brands International Inc. Age: 54 Director Since: October 2023 Independent Director Committees: • TESS (Chairperson) • Audit Favorite Newbuild Feature: “The Belvedere Bar on Norwegian Viva” | Qualifications and Experiences that Help us Deliver on Our Mission Mr. Cil shares his extensive experience in the restaurant industry, which has significant parallels with the cruise industry, with our Board. With over 20 years of experience, he is an exceptional leader with a proven track record of driving growth both domestically and internationally, while maintaining a strong focus on financial results and shareholder profits. His collaborative leadership style, results-oriented mindset and proven ability to transform and grow global businesses enhances the collective expertise of our Board. Mr. Cil also led the development of Restaurant Brands International Inc.’s (“RBI”) sustainability framework, Restaurant Brands for Good, during his tenure. Mr. Cil was identified for consideration by our Nominating and Governance Committee as a director nominee through a third-party search firm. Career Highlights • Advisor, RBI: March 2023 – March 2024 • Chief Executive Officer, RBI, which owns Tim Hortons®, Burger King®, Popeyes® and Firehouse Subs®: January 2019 – March 2023 • Global President, Burger King: December 2014 – January 2019 • President, Burger King Europe, Middle East & Africa: November 2010 – December 2014 • Vice President and Regional General Manager, South Florida, Wal-Mart Stores, Inc.: February 2010 – November 2010 • Various positions with Burger King Corporation (prior to its merger with Tim Hortons and restructuring into RBI), including Vice President, Company Operations, US: September 2008 – January 2010 Current Private Company Boards • Director, Restaurant Brands Iberia Past Public Company Boards • Board Member, Carrols Restaurant Group, Inc. (NASDAQ: TAST): January 2015 – February 2020 Current Community and Academic Boards • Executive Board of Advisors of Florida International University’s Chaplin School of Hospitality & Tourism Management • Board of Advisors, Belen Jesuit Preparatory School Education • J.D., University of Pennsylvania Law School • B.A., Tulane University |

  13. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2024

    | HARRY C. CURTIS Former Managing Director, Nomura Instinet Age: 66 Director Since: October 2021 Independent Director Committees: • Audit (Chairperson) • Compensation Committee Favorite Newbuild Feature: “Vista’s new signature restaurant, Ember” | Qualifications and Experiences that Help us Deliver on Our Mission Mr. Curtis enhances our Board with insights gained in his approximately 30 years in equity research specializing in the gaming, lodging and leisure industry. His strengths include deep cruise industry knowledge, ability to identify investor sentiment and a comprehensive understanding of the key drivers of our Company’s business model. He developed a wide following and has been recognized by institutional investors for his financial expertise and innovation in equity research. Career Highlights • Managing Director, Nomura Instinet: 2010 – 2020 • Managing Director, Chilton Investment Co.: 2008 – 2010 • Managing Director, JP Morgan: 2002 – 2008 • Visiting Professor, University of Nevada: 2002 – 2007 • Partner/Managing Director, Robertson Stephens: 1998 – 2002 • Vice President, Equity Research, Smith Barney: 1995 – 1997 • Vice President, Equity Research, Hanifen Imhoff: 1992 – 1995 Education • B.A. in English, Connecticut College • Chartered Financial Analyst |

  14. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2024

    | HARRY SOMMER President and Chief Executive Officer of our Company Age: 56 Director Since: July 2023 Favorite Newbuild Feature: “The Drop and Rush on Norwegian Viva” | Qualifications and Experiences that Help us Deliver on Our Mission Mr. Sommer brings his extensive knowledge and more than 30 years of experience in the cruise industry to our Board. Since becoming President and Chief Executive Officer in July 2023, Mr. Sommer has overseen the successful delivery of two newbuilds for our Company’s fleet, Norwegian Viva and Seven Seas Grandeur. He previously served as President and Chief Executive Officer of the Company’s largest cruise line, Norwegian Cruise Line, where he oversaw the brand’s entire operations. Under his leadership, Norwegian Cruise Line navigated the industry’s toughest period in history and relaunched operations after an approximately 500-day pause due to the pandemic-related global cruise voyage suspension. Simultaneously, he led Norwegian Cruise Line to introduce the first-in-class Norwegian Prima, the first of six ships in the brand’s new class of ships that saw record-breaking bookings in 2022. Mr. Sommer was appointed to the Board in connection with his appointment as President and Chief Executive Officer and provides a vital link between our Board and our management team. Career Highlights • President and Chief Executive Officer, NCLH: July 2023 – Present • President and Chief Executive Officer – Elect, NCLH: April 2023 – June 2023 • President and Chief Executive Officer, Norwegian Cruise Line: January 2020 – March 2023 • President, International, NCLH: January 2019 – January 2020 • Executive Vice President, International Business Development, NCLH: May 2015 – January 2019 • Executive Vice President and Chief Integration Officer, NCLH: February 2015 – May 2015 • Senior Vice President and Chief Marketing Officer of Prestige Cruises International Ltd. or its predecessors (“Prestige”): October 2013 – February 2015 • Senior Vice President, Finance, and Chief Information Officer of Prestige: September 2011 – October 2013 • Senior Vice President, Accounting, Chief Accounting Officer and Controller of Prestige: August 2009 – August 2011 • Co-founder and President of Luxury Cruise Center, a high-end travel agency: 2002 – 2008 • Vice President, Relationship Marketing for Norwegian Cruise Line: 2000 – 2001 Education • M.B.A., Pace University • B.B.A., Baruch College • Certified Public Accountant (inactive license) |

  15. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 13, 2024

    Shareholder Engagement We believe that strong relationships with our shareholders are critical to our long-term success. Our shareholder outreach program is led by a cross-functional team including members of our Investor Relations, Sustainability and Legal Departments at the direction of our Board. Through this year-round outreach, we solicit feedback on our executive compensation program, corporate governance, disclosure practices, corporate sustainability programs and long-term goals. We frequently include our Board members in our engagement meetings and share feedback with our entire Board. We also periodically ask our investment bankers to provide updates to our Board regarding investor sentiment. At our 2023 Annual General Meeting, approximately 63.2% of our shareholders approved, on an advisory basis, the compensation of our NEOs in 2022 (our “2023 Say-on-Pay Vote”). While this was an improvement in our results from the previous year, our Board and Compensation Committee felt that additional steps should continue to be taken to both hear and address the concerns of our shareholders. We engaged directly with our shareholders to discuss our compensation program throughout 2023 and 2024. In response to our 2023 Say-on-Pay Vote, we further enhanced our engagement efforts by initiating additional compensation-related conversations with our shareholders through 2024. These conversations were planned so that we could discuss the substantial changes our Compensation Committee made to our compensation program to address shareholder feedback. The Chairperson of our Compensation Committee, Ms. Landry, participated in engagement meetings during 2023 and 2024. Our Executive Vice President, General Counsel, Chief Development Officer and Secretary, our Senior Vice President, Assistant General Counsel, Securities, Sustainability and Compliance and our Head of Investor Relations and Corporate Communications also participated in the engagement process. Following our 2023 Say-on-Pay Vote, we initiated engagement about our compensation program with our top institutional holders, which represented approximately 50% of our total outstanding shares as of year-end 2023. We held conversations, sometimes over the course of multiple meetings, with holders representing approximately 36% of our outstanding shares as of year-end 2023. Board Diversity Our Board’s commitment to seeking out well-qualified Board candidates that include women and minority candidates as well as candidates with diverse backgrounds is formalized in our Corporate Governance Guidelines. Under-represented minority (“URM”) refers to individuals who identify as racially or ethnically diverse. We currently have three female directors and one director who identifies as a URM on our Board. Our Nominating and Governance Committee regularly works with a third-party search firm to identify additional well-qualified candidates for consideration as potential future Board candidates. Board of Directors

  16. Strengthening our Communities

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

  17. Investor Feedback

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

  18. 2023 Compensation Refreshment

    2023 Compensation Refreshment With the announcement that our succession planning process would result in the appointment of a new President and Chief Executive Officer and an entirely new team of Presidents for our brands in 2023, our Compensation Committee took the opportunity to do a holistic review of our Company’s executive compensation program and to reset pay for our incoming executive officers to better reflect the expectations of our shareholders. Two of our new brand Presidents were ultimately not NEOs for 2023 as their total compensation was less than our NEOs in 2023. Some of the key changes included (in each case below, “Before” represents 2022 pay and “New” represents 2023 pay for each successor and percentages are rounded): • Our Compensation Committee worked closely with their independent compensation consultant, Korn Ferry, to benchmark salaries for our next generation of leaders and set compensation for them that was in line with other executives in our newly revised peer group:

  19. 2023 Target Annual Cash Incentive

    2023 Target Annual Cash Incentive Additionally, our Compensation Committee reset target annual equity compensation levels for our executives and moved to a 50 / 50 weighting of RSUs to PSUs for all of our NEOs:

  20. 2023 Target Annual Equity Award

    2023 Target Annual Equity Award • Target total compensation for these roles, which as presented includes base pay, target annual cash incentive bonus, and target annual equity awards, decreased by the following amounts:

  21. Base Salaries

    (1) Effective January 1, 2024, following a benchmarking review against our Peer Group, our Compensation Committee increased annual base salaries as follows: Mr. Sommer — $1,150,000; Mr. Kempa — $940,000; Mr. Dahlgren — $920,000; Mr. Farkas — $717,500 and Mr. Herrera — $800,000. (2) Reflects blended rates. Prior to his promotion, Mr. Sommer’s base salary was $900,000. Effective July 1, 2023, Mr. Sommer’s base salary was increased to $1,100,000 in connection with his promotion. Prior to his promotion, Mr. Herrera’s base salary was $475,000. Effective April 1, 2023, Mr. Herrera’s base salary was increased to $750,000 in connection with his promotion. (3) Reflects annualized base salary. Actual base salary paid for Mr. Del Rio was $1,000,000 reflecting the pro-rated amount through June 30, 2023. Mr. Dahlgren began employment on June 12, 2023. His pro-rated base salary for 2023 was $500,548.

  22. Annual Performance Incentives

    Annual Performance Incentives Each of our NEOs is eligible for an annual cash performance incentive based on the attainment of performance objectives for the fiscal year. Annual cash performance incentives ensure that a portion of our NEOs’ annual compensation is at risk, based on our performance against pre-established, objective targets. Our Compensation Committee uses annual cash performance incentives to motivate our NEOs to achieve our annual financial and strategic objectives and to attract and retain top executives. Target Annual Cash Performance Incentive Opportunities. Our Compensation Committee annually establishes each NEO’s, other than our President and Chief Executive Officer’s, annual cash performance incentive opportunity by evaluating a variety of factors, including: (1) scope of responsibilities and position, (2) expertise and experience, (3) potential to achieve business objectives, (4) competitive compensation market data, including the bonus opportunities provided by our Peer Group, (5) ability to create shareholder value and (6) recommendations of our President and Chief Executive Officer. Mr. Sommer’s and, prior to his retirement, Mr. Del Rio’s, annual cash bonus opportunities were developed by our Compensation Committee in connection with their employment agreements; however, the performance metrics are determined by our Compensation Committee each year, as discussed below. Corporate Performance Measures. Each year, our Compensation Committee establishes the performance objectives for the annual cash performance incentives. The performance objectives are based on financial or strategic performance at the consolidated NCLH level as our Compensation Committee believes this structure most closely aligns the interests of our NEOs and our shareholders. The actual annual cash performance incentive earned by our NEOs is determined by our Compensation Committee based on the level of achievement of the pre-established corporate performance objectives. After the end of the year, our Compensation Committee reviews our actual performance against the target levels. Our Compensation Committee is required by our Plan terms to exercise its judgment whether to reflect or exclude the impact of extraordinary, unusual or infrequently occurring, or unforeseen events in determining the extent to which the performance measures are met. 2023 Annual Performance Incentive Metrics. For 2023, our NEOs, other than Mr. Del Rio, were eligible to earn their annual performance incentives based on the achievement of three performance metrics that our Compensation Committee believed were crucial to our Company’s success. Incremental payments would have been made for achievement between the specified targets in the Adjusted EBITDA table below and the maximum amount that could have been paid for outperformance was 200% of target. Our Compensation Committee chose Adjusted EBITDA as our most heavily weighted metric as our management team uses this non-GAAP metric to assess our operating performance. Importantly, the target amount for our Adjusted EBITDA metric of $1.8 to $1.9 billion marked a rigorous goal for 2023 as our Adjusted EBITDA performance for 2022 had been $(673.9) million. The strategic metric related to the successful delivery of our newbuilds was selected because the delivery of three new vessels in a one-year period was unprecedented for our Company and required significant efforts from our management team. All three ships had to be successfully delivered for our management team to earn the related payout for that portion of the award, and the payout was capped at the target amount. Our sustainability metric was selected because our Compensation Committee continues to believe that our focus on our decarbonization journey will be important to our Company’s ability to control costs and remain in compliance with current and proposed regulations. The payout for our sustainability metric was capped at the target amount.

  23. 2023 Annual Performance Incentive Metrics

    2023 Annual Performance Incentive Metrics January 1, 2023 - December 31, 2023 Performance Period Mr. Del Rio was eligible to earn his annual cash performance incentive of $9 million for 2023 based 50% on the achievement of an Adjusted EBITDA metric and 50% on the successful transition of his responsibilities to Mr. Sommer, his successor. Each metric was measured through June 30, 2023. To earn the portion of the annual cash performance incentive that was subject to the Adjusted EBITDA metric, our Company’s Adjusted EBIDTA from the period from January 1, 2023 through June 30, 2023 must have been greater than or equal to $600 million. However, if our Company’s Adjusted EBITDA was less than $600 million during that period, Mr. Del Rio would have been eligible to earn a pro-rata portion of the award consistent with whatever percentage of the $600 million had been earned. Mr. Del Rio was not eligible for an above target payout. Our Compensation Committee determined that our Adjusted EBITDA from January 1, 2023 through June 30, 2023 was approximately $764 million (as adjusted pursuant to the definition included in our compensation metric; reported Adjusted EBITDA for the six months ended June 30, 2023 was $749 million) and that Mr. Del Rio had successfully transitioned his responsibilities to Mr. Sommer. Consequently, Mr. Del Rio earned the full $9 million annual cash performance incentive. As described under “Employment Agreements for NEOs — Salary, Annual Cash Performance Incentive Opportunity and Equity”, in connection with his Transition, Release and Consulting Agreement, Mr. Del Rio waived any equity awards for 2023; he would have otherwise been entitled to an annual equity award in 2023 with a target value of at least $10 million as of the date of grant. In addition to the annual performance incentive, Mr. Dahlgren received a one-time starting bonus of $2.9 million in connection with the start of his employment in June 2023. This one-time starting bonus was negotiated in connection with his hiring as Mr. Dahlgren was otherwise forfeiting compensation from his previous employer. He is obligated to repay such bonus if his employment terminates under certain circumstances before June 12, 2025. The following table summarizes the target amount and actual payout of our 2023 annual performance incentives for each NEO.

  24. 2023 Annual Performance Incentive Metrics

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

  25. 2023 Annual Performance Incentive Metrics

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

  26. 2023 Annual Performance Incentive Metrics

    | 2023 Metric Category | Threshold Metric | Target Metric | Maximum Metric | Actual 2023 Performance | % of Target (100% of Possible 200%) | Payout | | Adjusted EBITDA | $1.619 billion | $1.8 billion to $1.9 billion | $2.051 billion | $1.916 billion(1) | 0-80% | Above Target (91%) | | Strategic Ship Delivery Goal | — | Successful delivery of Vista, Norwegian Viva and Seven Seas Grandeur | — | Our Compensation Committee determined that all three ships had been successfully delivered, an unprecedented number of deliveries in one year for our Company | 0-10% | Target (10%) | | Sustainability Metric | — | Earned if we set an interim greenhouse gas emissions reduction target to support our pursuit of net zero emissions by 2050 | — | Company announced interim greenhouse gas intensity reduction targets for 2026 and 2030 | 0-10% | Target (10%) | | | | | | Total Payout: | | 111% |

  27. 2023 Annual Performance Incentive Metrics

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

  28. Long-Term Equity Incentive Compensation

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

  29. Long-Term Equity Incentive Compensation

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

  30. Long-Term Equity Incentive Compensation

    (1) In connection with their promotions, Mr. Sommer and Mr. Herrera received incremental equity awards in July 2023 and April 2023, respectively. Mr. Dahlgren received his annual equity award in July 2023 after he joined our Company in June 2023. In determining the value granted to each NEO, our Compensation Committee considers each NEO’s position, their expected contribution toward achieving our long-term objectives, a review of Peer Group compensation levels and recommendations of our President and Chief Executive Officer (other than with respect to his own compensation). Our Compensation Committee generally makes equity awards to our NEOs and other members of management once a year, but awards may be granted outside this annual grant cycle in connection with events such as hiring, promotion or extraordinary performance or other circumstances. 2023 NEO Equity Awards. In 2023, under the guidance of our new Compensation Committee Chairperson, Ms. Mary Landry, our Compensation Committee and their new independent compensation consultant, Korn Ferry, undertook a comprehensive review of our equity award practices. Our Compensation Committee reduced the grant date value of the awards made to our new President and Chief Executive Officer, Mr. Sommer, and new brand Presidents in 2023. Two of our new brand Presidents were ultimately not included in the tables below as their total compensation was less than our NEOs. Given the stabilized operating environment and our Company’s continued focus on rebuilding our financial position, our Compensation Committee felt strongly that 2023 was the appropriate time to return to our more traditional long-term financial performance metrics for the PSUs granted to our executives. Following requests from our shareholders, our Compensation Committee felt that half of the total value of the equity awards should be earned based on a relative metric. Half of the total potential value of our 2023 PSU awards are subject to a relative average Adjusted EPS metric that requires our Company’s average Adjusted EPS growth from December 31, 2023 to December 31, 2025 to outperform the earnings per share (“EPS”) growth of the S&P 500 Index by a percentage between 5% and 15%. The other half of the total potential value of our 2023 PSU awards is subject to a metric based on average booked position for the following year as of the end of 2023, 2024 and 2025. For the average booked position, the ability to earn that portion of the award begins at target. Pro-rata achievement between the threshold, target and max targets is possible.

  31. 2023 Equity Awards

    2023 Equity Awards On March 1, 2023, Mr. Sommer, Mr. Kempa, Mr. Farkas and Mr. Lindsay each received an annual target award of PSUs worth approximately $1 million and RSUs worth approximately $1 million as of the date of the award. Mr. Herrera received an annual target award of RSUs worth approximately $600 thousand as of the date of the award. The actual number of shares awarded to these NEOs was determined by dividing the target grant value by our closing share price on the date of grant. On April 14, 2023, in connection with his promotion to President of Norwegian Cruise Line, Mr. Herrera received an incremental annual target award of PSUs worth approximately $637.5 thousand and RSUs worth approximately $37.5 thousand as of the date of the award. The actual number of shares awarded to Mr. Herrera was determined by dividing the target grant value by our closing share price on the date of grant. On July 5, 2023, in connection with his promotion to President and Chief Executive Officer of our Company, Mr. Sommer received an incremental annual target award of PSUs worth approximately $1.613 million and RSUs worth approximately $1.613 million as of the date of the award. The actual number of shares awarded to Mr. Sommer was determined by dividing the target grant value by our closing share price on the date of grant. This incremental award, together with the award Mr. Sommer received in March 2023, was designed to provide Mr. Sommer with an equity award with a target value of approximately $5.225 million for 2023, which is 53% less than the target value Mr. Del Rio received in 2022. Mr. Del Rio did not receive an equity award in 2023. On July 5, 2023, in connection with his hiring as Executive Vice President, Vessel Operations, Mr. Dahlgren received an annual target award of PSUs worth approximately $1 million and RSUs worth approximately $1 million as of the date of the award. The actual number of shares awarded to Mr. Dahlgren was determined by dividing the target grant value by our closing share price on the date of grant. In each case above, the RSU awards vest in three equal installments on March 1, 2024, 2025 and 2026. 2024 NEO Equity Awards. In connection with requests from our shareholders during our engagement calls, our Compensation Committee determined it was appropriate to revisit the metrics used for our PSUs in advance of the 2024 annual equity awards. Several investors expressed a preference for a metric based on return on invested capital instead of the average booked position metric used in the 2023 PSU awards. On March 1, 2024, in direct response to requests from our shareholders, our Compensation Committee awarded our NEOs (1) PSUs that could be earned based on the following metrics: average Adjusted EPS growth from December 31, 2023 to December 31, 2026 and Adjusted ROIC as of December 31, 2026 and (2) RSUs. See “Terms Used in this Proxy Statement” for definitions of Adjusted EPS and Adjusted ROIC. Former CEO and Other NEO Prior Year PSU Payout Results. Pursuant to the original terms of the award agreement, the PSUs Mr. Del Rio was awarded on March 1, 2022 were subject to acceleration in the event his employment as President and Chief Executive Officer terminated on a date agreed to by both Mr. Del Rio and our Company. The March 1, 2022 PSU award required our Company to maintain all rules of the Classification Society and flag state for all vessels in our fleet and all certificates for all vessels in our fleet to assure each vessel’s ability to return to service or continue service, as applicable, through December 31, 2024 in order to achieve the target amount. Mr. Del Rio could earn an additional 200% of the target PSU shares if our Company obtained financing for at least 50% of any increase in the original contract price of Seven Seas Grandeur and Norwegian Aqua. A half weighting was applied to the financing for each ship. As contractually required, our Compensation Committee estimated the Company’s performance through June 30, 2023, the date of Mr. Del Rio’s retirement, and determined that he had earned the maximum number of shares pursuant to the PSUs award agreement. In January 2024, our Compensation Committee reviewed our Company’s performance under the June 2021 PSU awards for our NEOs which required that, in the case of Mr. Del Rio, the target portion of his award would be earned if our Company maintained all rules of the Classification Society and flag state and maintained all certificates of the fleet through December 31, 2023. The “stretch” portion of the award could be earned if the target was achieved and our Company’s trailing 30-day average closing price of its shares as of (and including) December 31, 2023 was $50.86 or more. Consequently, our Compensation Committee determined that Mr. Del Rio had earned the June 2021 PSU award at the target amount and he vested in 201,005 shares and forfeited 201,005 shares that were subject to the “stretch” metric. Pursuant to the original terms of the award and in connection with his termination of employment, Mr. Del Rio was not subject to the additional time-based vesting requirement through March 1, 2024. Mr. Sommer’s, Mr. Kempa’s, Mr. Farkas’s and Mr. Lindsay’s June 2021 PSU awards had the same “target” metric as Mr. Del Rio’s June 2021 award. Their “stretch” metric could be earned if Norwegian Prima, Norwegian Viva and Vista were delivered by December 31, 2023 and increases to the original contract price of each ship were at least 50% financed, with a 1/3rd weight given to each ship. Our Compensation Committee determined that both metrics had been achieved in January 2024 and the June 2021 PSU awards vested at maximum on March 1, 2024.

  32. Severance Arrangements and Change in Control Benefits

    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 base salary, a pro-rata portion of any annual cash incentive actually earned for the year of termination of employment, continuation or payment in respect of certain benefits and, in certain cases only, accelerated or continued vesting of outstanding equity awards. We do not believe that our NEOs should be entitled to any cash severance payments or benefits merely because of a change in control of our Company. Accordingly, none of our NEOs are entitled to any such payments or benefits upon the occurrence of a change in control of our Company unless there is an actual termination (other than for “cause”) or constructive termination of employment for “good reason” just prior to or following the change in control (a “double-trigger” arrangement). Similarly, none of our NEOs are entitled to receive any automatic “single trigger” equity vesting upon the occurrence of a change in control of our Company, and severance protections for equity awards also require an actual termination (other than for “cause”) or constructive termination of employment for “good reason” just prior to or following the change in control. No NEO is entitled to receive a “gross-up” or similar payment for any potential change in control excise taxes, and, depending on what results in the best after-tax benefit for the executive, benefits may be “cut back” instead in such circumstances. The material terms of these payments and benefits for our continuing NEOs, and the specific transition arrangements we entered into for Mr. Del Rio and Mr. Lindsay are described in the “Potential Payments Upon Termination or Change in Control” section below.

  33. Peer Group

    Peer Group Our Compensation Committee believes that it is important to be informed about the pay practices and pay levels of comparable public companies with which we compete for top talent (our “Peer Group”). In October 2022, as part of our refreshment of our executive compensation program, our Compensation Committee worked with their new independent compensation consultant, Korn Ferry, to review the Peer Group that would be used to determine pay in 2023. Korn Ferry advised that the Peer Group should be refined as some of the existing peers had completed asset divestitures and others simply had revenue that was outside of our Compensation Committee’s parameters. As part of its review, Korn Ferry acknowledged that there were a limited number of ideal peers because while other travel, leisure, and hospitality businesses reflect certain aspects of cruise line operations, they did not fully capture the collective complexity of how cruise lines earn revenue. Korn Ferry recommended changes to our Peer Group that positioned our Company’s then projected revenue for 2022 at the 60th percentile of our revised Peer Group and our total assets near the 75th percentile of our revised Peer Group (with our revised Peer Group’s revenue and assets being measured as of their latest fiscal year end). In the context of our Company’s expected continued recovery from the pandemic and newbuild profile, Korn Ferry recommended, and our Compensation Committee approved, the following changes to our Peer Group: Following these changes, our Peer Group, which was used as a reference point in determining 2023 pay, included the following companies:

  34. Peer Group

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

  35. Peer Group

    In assessing the appropriateness of our Peer Group, our Compensation Committee considered five focus areas that drive revenue for our Company: maritime operations, food and beverage, logistics, entertainment and lodging. Carnival Corporation and Royal Caribbean Cruises Ltd. were selected for our Peer Group because we believe these cruise lines are the two public companies most similar to our Company and with whom we most directly compete for talent. We then considered a range of publicly traded companies in the following industries which reflect elements of our business or have similar business characteristics such as: • hotels, resorts and cruise lines, • airlines, • casinos and gaming, • restaurants, and • leisure facilities. In October 2023, our Compensation Committee again reviewed our Peer Group with assistance from Korn Ferry. Our Compensation Committee determined that although our Company’s revenue for 2022 was positioned at the 39th percentile amongst our Peer Group, our Company’s accelerated post-pandemic recovery during 2023 positioned our Company’s trailing twelve-month revenue at the 65th percentile amongst our Peer Group at that time. Our Compensation Committee also determined that the Peer Group was sufficiently robust and consisted of organizations that we believe were universally recognized, considered iconic brands and that were consumer driven. Based on these factors, our Compensation Committee determined it was appropriate not to make changes to the Peer Group at that time.

  36. Role of Compensation Consultant

    Role of Compensation Consultant Pursuant to its charter, our Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities. In September 2022, our Compensation Committee engaged Korn Ferry as our new compensation consultant to provide guidance on executive and non-employee director compensation matters. Based on a consideration of the factors set forth in the rules of the SEC and the listing standards of the NYSE, our Compensation Committee determined that Korn Ferry satisfied the independence criteria under the rules and listing standards and that their relationship with and the work performed by Korn Ferry, on behalf of our Compensation Committee, did not raise any conflict of interest. Other than its work on behalf of our Compensation Committee, Korn Ferry did not perform any other services for us.

  37. Compensation Committee of the Board of Directors

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Harry Sommer President and Chief Executive Officer | 2023 | 1,000,822 | 1,000,000 | 5,224,983 | — | 1,572,551 | 66,236 | 8,864,592 | | | 2022 | 900,000 | — | 1,895,383 | — | 1,800,000 | 55,310 | 4,650,693 | | | 2021 | 698,849 | — | 2,158,701 | — | 700,000 | 53,481 | 3,611,031 | | Frank J. Del Rio Former President and Chief Executive Officer | 2023 | 1,000,000 | — | — | — | 9,000,000 | 2,372,976 | 12,372,976 | | | 2022 | 2,000,000 | — | 10,999,980 | — | 8,000,000 | 209,353 | 21,209,333 | | | 2021 | 1,797,041 | — | 14,063,639 | — | 3,600,000 | 208,088 | 19,668,768 | | Mark A. Kempa Executive Vice President and Chief Financial Officer | 2023 | 900,000 | 1,000,000 | 1,999,994 | — | 999,000 | 40,152 | 4,939,146 | | | 2022 | 900,000 | — | 1,895,383 | — | 1,800,000 | 54,257 | 4,649,640 | | | 2021 | 698,849 | — | 2,158,701 | — | 700,000 | 48,892 | 3,606,442 | | Patrik Dahlgren Executive Vice President, Vessel Operations | 2023 | 500,548 | 2,900,000 | 1,999,984 | — | 555,609 | 21,312 | 5,977,453 | | Daniel S. Farkas Executive Vice President, General Counsel, Chief Development Officer and Secretary | 2023 | 700,000 | 1,000,000 | 1,999,994 | — | 777,000 | 44,232 | 4,521,226 | | David Herrera President, Norwegian Cruise Line | 2023 | 682,192 | — | 1,274,987 | — | 705,231 | 39,137 | 2,701,547 | | T. Robin Lindsay Former Executive Vice President, Vessel Operations | 2023 | 900,000 | 1,000,000 | 1,999,994 | — | 999,000 | 32,784 | 4,931,778 | | | 2022 | 900,000 | — | 1,895,383 | — | 1,800,000 | 47,177 | 4,642,560 | | | 2021 | 698,849 | — | 2,158,701 | — | 700,000 | 42,088 | 3,599,638 |

  38. Compensation Committee of the Board of Directors

    (1) For 2021, the temporary pandemic-related 20% base salary reduction was discontinued, effective January 4, 2021. (2) Mr. Sommer, Mr. Kempa, Mr. Farkas and Mr. Lindsay became entitled to the payment of their previously disclosed retention bonuses in March 2023 in connection with their cash retention award agreements which were entered into in March 2022. Mr. Dahlgren’s one-time starting bonus was negotiated in connection with his hiring in June 2023. (3) For 2023, 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 2023. 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 1, 2023 PSU awards granted to Mr. Sommer, Mr. Kempa, Mr. Farkas and Mr. Lindsay, the April 14, 2023 PSU award granted to Mr. Herrera and the July 5, 2023 PSU awards granted to Mr. Sommer and Mr. Dahlgren all vest between 0% and 200% based on performance conditions. The fair value of PSUs granted to Mr. Sommer, Mr. Kempa, Mr. Dahlgren, Mr. Farkas, Mr. Herrera and Mr. Lindsay 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 all PSU awards granted during 2023 to the following NEOs, assuming a maximum achievement of 200%, would have been as follows: Mr. Sommer — $5,224,983; Mr. Kempa, Mr. Lindsay, and Mr. Farkas — $1,999,994; Mr. Dahlgren — $1,999,984; and Mr. Herrera — $1,274,997. All RSUs and PSUs reported in this table were awarded under our Plan. For 2023, 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 2023, as described in “Compensation Discussion and Analysis.” The following table provides detail for the amounts reported for 2023 in the “All Other Compensation” column of the table.

  39. Compensation Committee of the Board of Directors

    | Name | Automobile ($)(a) | 401(k) Employer Match ($)(b) | Executive Medical Plan Premium ($)(c) | Accrued Vacation Payout ($)(d) | Consulting Agreement $(e) | CEO Benefits ($)(f) | Other Benefits ($)(g) | Total ($) | | Harry Sommer | 24,000 | — | 21,396 | — | — | 20,000 | 840 | 66,236 | | Frank J. Del Rio | 13,800 | — | 14,028 | 192,308 | 2,000,000 | 152,000 | 840 | 2,372,976 | | Mark A. Kempa | 18,000 | — | 21,396 | — | — | — | 756 | 40,152 | | Patrik Dahlgren | 10,038 | — | 10,698 | — | — | — | 576 | 21,312 | | Daniel S. Farkas | 18,000 | — | 21,396 | — | — | — | 4,836 | 44,232 | | David Herrera | 17,169 | — | 21,396 | — | — | — | 572 | 39,137 | | T. Robin Lindsay | 18,000 | — | 14,028 | — | — | — | 756 | 32,784 |

  40. Compensation Committee of the Board of Directors

    (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 accrued vacation payout pursuant to Mr. Del Rio’s Transition, Release, and Consulting Agreement. (e) Represents consulting services pursuant to Mr. Del Rio’s Transition, Release, and Consulting Agreement. (f) 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. Represents the following benefit for Mr. Sommer: $20,000 home security enhancements. (g) Represents life insurance premiums and cruise benefits (including immediate family travel). Grants of Plan-Based Awards in 2023 Table The following table presents all Plan-based awards granted to our NEOs during the year ended December 31, 2023.

  41. Compensation Committee of the Board of Directors

    | | Grant Date | Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(2) ($) | | Name | | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | | | Harry Sommer | | | | | | | | | | | | | 2023 Annual Cash Performance Incentive | — | 283,343 | 1,416,713 | 2,833,425 | — | — | — | — | — | — | — | | RSU Award(3) | 3/1/23 | — | — | — | — | — | — | 66,050 | — | — | 999,997 | | PSU Award(4) | 3/1/23 | — | — | — | 16,513 | 66,050 | 132,100 | — | — | — | 999,997 | | RSU Award(3) | 7/5/23 | — | — | — | — | — | — | 72,766 | — | — | 1,612,495 | | PSU Award(4) | 7/5/23 | — | — | — | 18,192 | 72,766 | 145,532 | — | — | — | 1,612,495 | | Frank J. Del Rio | | | | | | | | | | | | | 2023 Annual Cash Performance Incentive | — | 1 | 9,000,000 | — | — | — | — | — | — | — | — | | Mark A. Kempa | | | | | | | | | | | | | 2023 Annual Cash Performance Incentive | — | 180,000 | 900,000 | 1,800,000 | — | — | — | — | — | — | — | | RSU Award(3) | 3/1/23 | — | — | — | — | — | — | 66,050 | — | — | 999,997 | | PSU Award(4) | 3/1/23 | — | — | — | 16,513 | 66,050 | 132,100 | — | — | — | 999,997 | | Patrik Dahlgren | | | | | | | | | | | | | 2023 Annual Cash Performance Incentive | — | 100,110 | 500,548 | 1,001,096 | — | — | — | — | — | — | — | | RSU Award(3) | 7/5/23 | — | — | — | — | — | — | 45,126 | — | — | 999,992 | | PSU Award(4) | 7/5/23 | — | — | — | 11,282 | 45,126 | 90,252 | — | — | — | 999,992 | | Daniel S. Farkas | | | | | | | | | | | | | 2023 Annual Cash Performance Incentive | — | 140,000 | 700,000 | 1,400,000 | — | — | — | — | — | — | — | | RSU Award(3) | 3/1/23 | — | — | — | — | — | — | 66,050 | — | — | 999,997 | | PSU Award(4) | 3/1/23 | — | — | — | 16,513 | 66,050 | 132,100 | — | — | — | 999,997 | | David Herrera | | | | | | | | | | | | | 2023 Annual Cash Performance Incentive | — | 127,069 | 635,343 | 1,270,685 | — | — | — | — | — | — | — | | RSU Award(3) | 3/1/23 | — | — | — | — | — | — | 39,630 | — | — | 599,998 | | RSU Award(3) | 4/14/23 | — | — | — | — | — | — | 2,966 | — | — | 37,490 | | PSU Award(4) | 4/14/23 | — | — | — | 12,609 | 50,435 | 100,870 | — | — | — | 637,498 | | T. Robin Lindsay | | | | | | | | | | | | | 2023 Annual Cash Performance Incentive | — | 180,000 | 900,000 | 1,800,000 | — | — | — | — | — | — | — | | RSU Award(3) | 3/1/23 | — | — | — | — | — | — | 66,050 | — | — | 999,997 | | PSU Award(4) | 3/1/23 | — | — | — | 16,513 | 66,050 | 132,100 | — | — | — | 999,997 |

  42. Compensation Committee of the Board of Directors

    (1) The amounts reported in these columns represent the range of possible payouts under our Plan’s annual cash performance incentive program based on performance during 2023, as described in “Compensation Discussion and Analysis.” For 2023, the performance level achieved and payable to our NEOs was 111% of target. (2) The fair value of the time-based RSUs is equal to the closing market price of our shares on the date of grant. The fair value of PSUs is reported based on the probable outcome of the performance conditions at the time of grant and the closing market price of our ordinary shares on the date of grant. All of the PSU awards reported above were valued at 100% of target. All RSUs and PSUs reported in this table were awarded under our Plan. (3) Reflects RSU awards that will vest in equal installments on March 1, 2024, 2025 and 2026, and pursuant to the relevant acceleration provisions in the award agreement in the event of certain terminations of employment. Reflects PSU awards that will vest as described in “Compensation Discussion and Analysis — Long-Term Equity Incentive Compensation and Cash Retention Awards.” Outstanding Equity Awards at December 31, 2023 Table The following table presents information regarding the outstanding equity awards held by each of our NEOs as of December 31, 2023.

  43. Compensation Committee of the Board of Directors

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($/Sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | Harry Sommer | 50,000 | — | — | 56.19 | 6/30/2025 | 14,884(4) | 298,275 | 44,652(7) | 894,826 | | | 50,000 | — | — | 59.43 | 8/3/2025 | 51,282(5) | 1,027,691 | 102,564(8) | 2,055,383 | | | 25,000 | — | — | 50.31 | 2/28/2026 | 66,050(6) | 1,323,642 | 132,100(9) | 2,647,284 | | | — | — | — | — | — | 72,766(6) | 1,458,231 | 145,532(9) | 2,916,461 | | Frank J. Del Rio | 739,583 | — | — | 59.43 | 6/30/2024 | — | — | — | — | | Mark A. Kempa | 15,000 | — | — | 31.90 | 6/30/2024 | 14,884(4) | 298,275 | 44,652(7) | 894,826 | | | 15,000 | — | — | 41.79 | 11/18/2024 | 51,282(5) | 1,027,691 | 102,564(8) | 2,055,383 | | | 30,000 | — | — | 56.19 | 6/30/2025 | 66,050(6) | 1,323,642 | 132,100(9) | 2,647,284 | | | 15,000 | — | — | 50.31 | 2/28/2026 | — | — | — | — | | Patrik Dahlgren | — | — | — | — | — | 45,126(6) | 904,325 | 90,252(9) | 1,808,650 | | Daniel S. Farkas | 25,000 | — | — | 31.90 | 6/30/2024 | 14,884(4) | 298,275 | 44,652(7) | 894,826 | | | 30,000 | — | — | 56.19 | 6/30/2025 | 51,282(5) | 1,027,691 | 102,564(8) | 2,055,383 | | | 15,000 | — | — | 50.31 | 2/28/2026 | 66,050(6) | 1,323,642 | 132,100(9) | 2,647,284 | | David Herrera | 30,000 | — | — | 56.19 | 6/30/2025 | 5,581(4) | 111,843 | 100,870(9) | 2,021,435 | | | 25,000 | — | — | 59.43 | 8/3/2025 | 20,513(5) | 411,081 | — | — | | | 15,000 | — | — | 50.31 | 2/28/2026 | 39,630(6) | 794,185 | — | — | | | 15,000 | — | — | 50.31 | 2/28/2026 | 2,966(6) | 59,439 | — | — | | T. Robin Lindsay | 50,000 | — | — | 56.19 | 6/30/2025 | 14,884(4) | 298,275 | 44,652(7) | 894,826 | | | 37,500 | — | — | 50.31 | 2/28/2026 | 51,282(5) | 1,027,691 | 102,564(8) | 2,055,383 | | | — | — | — | — | — | 66,050(6) | 1,323,642 | 132,100(9) | 2,647,284 |

  44. Compensation Committee of the Board of Directors

    (1) Represents PSUs awarded to our NEOs, which will vest upon the achievement of pre-determined targets. (2) Represents unvested RSU awards subject to time-based vesting requirements. (3) The market value of the unvested PSU and RSU awards was calculated based on the $20.04 closing price of our ordinary shares on December 29, 2023 (the last trading day of 2023). (4) Represents a time-based RSU award that vested on March 1, 2024. (5) Represents time-based RSUs that vest in a single installment on March 1, 2024. (6) Represents a time-based RSU award that vests in substantially equal annual installments on March 1, 2024, 2025 and 2026. (7) Represents the June 11, 2021 PSU award that could have vested zero, 100%, or in one-third increments to 200% of target based on the achievement of two performance conditions. The first condition was considered the target metric or 100% of target and required that our Company maintained all rules of the Classification Society and flag state and maintained all certificates for all vessels in our fleet through December 31, 2023. The second condition, up to an additional 100% of target, required the successful delivery of Norwegian Prima, Norwegian Viva and Vista by December 31, 2023 and increases to the original contract price of each ship were at least 50% financed with one-third weight given to each ship. Our Compensation Committee approved achievement at 200% of target. This award was also subject to a time-based vesting requirement through March 1, 2024. Represents a March 1, 2022 PSU award that will vest zero to 200% of target based on the achievement of two performance conditions. The first condition is considered the target metric or 100% of target and requires that our Company maintains all rules of the Classification Society and flag state and maintains all certificates for all vessels in our fleet through December 31, 2024. The second condition, up to an additional 100% of target, requires that any increases to the original contract price of Seven Seas Grandeur and Norwegian Aqua are at least 50% financed with one-half weight given to each ship. The amount reported assumes achievement at 200% of target. This award is subject to a time-based vesting requirement through March 1, 2025. (9) Represents a March 1, April 14, or July 5, 2023 PSU award that will vest zero to 200% of target based on the achievement of two performance conditions described in “Compensation Discussion and Analysis — Long-Term Equity Incentive Compensation — 2023 NEO Equity Awards.” The amount reported assumes vesting at 200% of target. This award is subject to a time-based vesting requirement through March 1, 2026. Option Exercises and Stock Vested in 2023 Table The following table presents information regarding all stock options exercised and value received upon exercise, and all stock awards vested and the value realized upon vesting, by our NEOs during 2023.

  45. Compensation Committee of the Board of Directors

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Harry Sommer | — | — | 45,688 | 691,716 | | Frank J. Del Rio | — | — | 2,121,493 | 43,850,524 | | Mark A. Kempa | — | — | 45,688 | 691,716 | | Patrik Dahlgren | — | — | — | — | | Daniel S. Farkas | — | — | 37,986 | 575,108 | | David Herrera | — | — | 20,458 | 309,734 | | T. Robin Lindsay | — | — | 45,688 | 691,716 |

  46. Compensation Committee of the Board of Directors

    The value of the RSU awards was determined by multiplying the number of RSUs that vested by the per-share closing price of the ordinary shares on the vesting date. The value of the option awards, had any options been exercised in 2023, would be determined by multiplying (i) the number of shares to which the exercise of the options related by (ii) the difference between the per-share market price of the ordinary shares on the exercise date and the exercise price of the options. Employment Agreements for NEOs — Salary, Annual Cash Performance Incentive Opportunity and Equity

  47. Compensation Committee of the Board of Directors

    | Harry Sommer |

  48. Compensation Committee of the Board of Directors

    In connection with his appointment as President and Chief Executive Officer — Elect of our Company on April 1, 2023 and his further appointment as President and Chief Executive Officer of our Company on July 1, 2023, Mr. Sommer entered into a new employment agreement with us on March 15, 2023 which detailed the terms of his employment effective July 1, 2023. The initial term of his employment will be through December 31, 2025, which automatically renews each anniversary of December 31, 2025 thereafter for additional one-year terms unless either we or Mr. Sommer gives notice of non-renewal within 60 days prior to the end of the term. The agreement provides for (i) a minimum annual base salary of $1,100,000, subject to annual review (and which amount was increased to $1,150,000 in 2024), (ii) an annual cash performance incentive in an amount to be determined by our Compensation Committee, but with a target amount equal to at least 175% of his annual base salary, (iii) long-term equity incentive compensation as determined by our Compensation Committee, but at least 50% of the grant date fair value of any annual equity award granted to Mr. Sommer pursuant to the Plan is required to be subject to performance-based vesting requirements, and (iv) participation in the benefit plans and programs generally available to other similarly situated executives, including an executive medical plan. He is also entitled to a $2,500 monthly car allowance. Mr. Sommer is also entitled to benefits upon termination of employment in certain circumstances as described below under “Potential Payments Upon Termination or Change in Control.” Mr. Del Rio was formerly employed as our President and Chief Executive Officer through June 30, 2023 pursuant to an employment agreement with us that was amended and restated on October 1, 2020, and as amended by a Transition, Release and Consulting Agreement with us dated March 15, 2023. Mr. Del Rio’s Transition, Release and Consulting agreement provided that the term of his employment with us would end at the end of the day on June 30, 2023. Mr. Del Rio’s amended employment agreement provided for a minimum annual base salary of $1,800,000, subject to periodic review, which was increased to $2,000,000 in 2022. Mr. Del Rio’s base salary from January 1, 2023 through June 30, 2023 was $1 million (half of his annualized 2023 annual base salary). Mr. Del Rio was entitled to a $2,000 monthly car allowance and certain maintenance and fuel expenses and certain other personal benefits through June 30, 2023. The amended and restated employment agreement also provided for participation in employee benefit plans and perquisite programs generally available to our executive officers, including an executive medical plan through June 30, 2023. Mr. Del Rio’s amended employment agreement provided that his target annual cash performance incentive would be 200% of his base salary, which beginning in 2023 became subject to a maximum limit of 400% of his base annual salary. Pursuant to the Transition, Release and Consulting Agreement, for 2023, and in lieu of the annual cash performance incentive described above, Mr. Del Rio became eligible to earn a $9 million cash incentive bonus based on the achievement of a successful transition of responsibilities to his successor, Mr. Sommer, and our Company’s achievement of targeted Adjusted EBITDA performance levels through June 30, 2023, which was earned and paid during 2023. Mr. Del Rio’s amended employment agreement entitled him to annual RSU awards that had an award date value of not less than $10.0 million, with such actual target number of RSUs being determined by multiplying the number of RSUs by the closing price of an ordinary share of our Company on the applicable date of award. At least 60% of each such award was contractually required to be subject to performance-based vesting requirements that would be determined by our Compensation Committee. In connection with his Transition, Release and Consulting Agreement, Mr. Del Rio waived any equity grants for 2023. Pursuant to the Transition, Release and Consulting Agreement, Mr. Del Rio entered into a consulting term with our Company from July 1, 2023 through December 31, 2025 where he provides support and advice to our Board as a Senior Advisor and acts as a sounding board for our senior management team. In connection with his consulting services, Mr. Del Rio was entitled to a $2 million consulting fee in 2023, and will be entitled to earn a $4 million consulting fee in each of 2024 and 2025. Mr. Del Rio is entitled to continued medical benefits for two years following the date of his termination. Mr. Del Rio will also be entitled to continue to receive executive officer cruise privileges during and after the term of his Transition, Release and Consulting Agreement. Mr. Del Rio will also continue to be subject to restrictions on competition through at least June 2024 and at any time he is serving as a consultant. Our Board felt it was appropriate to enter into the Transition, Release and Consulting Agreement with Mr. Del Rio because they believe he is a valuable resource for our Board given his extensive knowledge and perspective about the industry. Our Board has consulted Mr. Del Rio on topics related to our newbuilds and drawn on his connections to the yards and our European Credit Export Agencies for our ship financing. Mr. Del Rio has also had discussions with senior management on a wide range of topics including decarbonization, industry lobbying, new ship construction, branding, promotional packaging, deployment, inaugural events and organizational construct. Mr. Del Rio also agreed to extend his non-compete for as long as he works as a consultant. Our Board thought it was important to keep Mr. Del Rio engaged with us as they believe others in the industry would be eager to collaborate with him.

  49. Compensation Committee of the Board of Directors

    | Mark A. Kempa |

  50. Compensation Committee of the Board of Directors

    Mr. Kempa is employed as our Executive Vice President and Chief Financial Officer pursuant to an employment agreement with us dated as of July 17, 2023. The initial term of Mr. Kempa’s employment agreement is from July 17, 2023 through December 31, 2026, which automatically renews each anniversary of December 31, 2026 thereafter for additional one-year terms unless either we or Mr. Kempa gives notice of non-renewal within 60 days prior to the end of the term. The agreement provides for a minimum annual base salary of $900,000, subject to annual review, which amount was increased to $940,000 in 2024, an annual cash performance incentive in an amount to be determined by our Compensation Committee, long-term equity incentive compensation as determined by our Compensation Committee, and participation in the benefit plans and programs generally available to other similarly situated executives, including an executive medical plan. He is also entitled to a $1,500 monthly car allowance. Mr. Kempa is also entitled to benefits upon termination of employment in certain circumstances as described under described below under “Potential Payments Upon Termination or Change in Control.”

  51. Compensation Committee of the Board of Directors

    | Patrik Dahlgren |

  52. Compensation Committee of the Board of Directors

    Mr. Dahlgren is employed as our Executive Vice President, Vessel Operations pursuant to an employment agreement with us dated as of June 12, 2023. The initial term of Mr. Dahlgren’s employment agreement is from June 12, 2023 through December 31, 2025, which automatically renews each anniversary of December 31, 2025 thereafter for additional one-year terms unless either we or Mr. Dahlgren gives notice of non-renewal within 60 days prior to the end of the term. The agreement provides for a minimum annual base salary of $900,000, subject to annual review, which amount was increased to $920,000 in 2024, an annual cash performance incentive in an amount to be determined by our Compensation Committee, long-term equity incentive compensation as determined by our Compensation Committee, and participation in the benefit plans and programs generally available to other similarly situated executives, including an executive medical plan. He is also entitled to a $1,500 monthly car allowance. Mr. Dahlgren is also entitled to benefits upon termination of employment in certain circumstances as described under described below under “Potential Payments Upon Termination or Change in Control.”

  53. Compensation Committee of the Board of Directors

    | Daniel S. Farkas |

  54. Compensation Committee of the Board of Directors

    Mr. Farkas is employed as our Executive Vice President, General Counsel, Chief Development Officer and Secretary pursuant to an employment agreement with us dated as of July 17, 2023. The initial term of Mr. Farkas’s employment agreement is from July 17, 2023 through December 31, 2026, which automatically renews each anniversary of December 31, 2026 thereafter for additional one-year terms unless either we or Mr. Farkas gives notice of non-renewal within 60 days prior to the end of the term. The agreement provides for a minimum annual base salary of $700,000, subject to annual review, which amount was increased to $717,500 in 2024, an annual cash performance incentive in an amount to be determined by our Compensation Committee, long-term equity incentive compensation as determined by our Compensation Committee, and participation in the benefit plans and programs generally available to other similarly situated executives, including an executive medical plan. He is also entitled to a $1,500 monthly car allowance. Mr. Farkas is also entitled to benefits upon termination of employment in certain circumstances as described under described below under “Potential Payments Upon Termination or Change in Control.”

  55. Compensation Committee of the Board of Directors

    | David Herrera |

  56. Compensation Committee of the Board of Directors

    Mr. Herrera is employed as our President, Norwegian Cruise Line pursuant to an employment agreement with us dated as of March 15, 2023. The initial term of Mr. Herrera’s employment agreement is from April 1, 2023 through December 31, 2025, which automatically renews each anniversary of December 31, 2025 thereafter for additional one-year terms unless either we or Mr. Herrera gives notice of non-renewal within 60 days prior to the end of the term. The agreement provides for a minimum annual base salary of $750,000, subject to annual review, which amount was increased to $800,000 in 2024, an annual cash performance incentive in an amount to be determined by our Compensation Committee, long-term equity incentive compensation as determined by our Compensation Committee, and participation in the benefit plans and programs generally available to other similarly situated executives, including an executive medical plan. He is also entitled to a $1,500 monthly car allowance. Mr. Herrera is also entitled to benefits upon termination of employment in certain circumstances as described under described below under “Potential Payments Upon Termination or Change in Control.” Mr. Lindsay was formerly employed as our Executive Vice President, Vessel Operations through June 11, 2023 and as our Executive Vice President, Newbuild and Refurbishment through August 27, 2023 pursuant to an employment agreement with us dated as of October 18, 2015 and as amended on February 14, 2022, March 1, 2022 and September 1, 2023. The term of Mr. Lindsay’s employment agreement prior to the amendments was from September 1, 2015 through December 31, 2024 (“Mr. Lindsay’s Term”). The agreement provides for a minimum annual base salary of $600,000, which was increased to $900,000 in 2022, subject to annual review, an annual cash performance incentive in an amount to be determined by our Compensation Committee, long-term equity incentive compensation as determined by our Compensation Committee, and participation in the benefit plans and programs generally available to other similarly situated executives, including an executive medical plan. He was also entitled to a $1,200 monthly car allowance, which had since been increased to $1,500 per month beginning in 2022. The February 14, 2022 amendment provided that: if we terminate Mr. Lindsay’s employment without cause, if Mr. Lindsay terminates his employment for good reason, or if Mr. Lindsay’s employment terminates by reason of the expiration of Mr. Lindsay’s Term or his death or disability, for any awards granted after February 2022, (i) all then outstanding, unvested RSUs subject only to time-based vesting will vest in full, and (ii) all then outstanding, unvested RSUs subject to performance-based vesting will vest based on performance through the date of termination, as determined by our Compensation Committee, in each case subject to Mr. Lindsay executing and not revoking a general release of claims in favor of our Company. Furthermore, Mr. Lindsay would be entitled to receive any incentive bonus earned for the 2024 calendar year based on actual performance, provided that Mr. Lindsay remained employed through the end of Mr. Lindsay’s Term. The September 1, 2023 amendment provided that beginning on August 28, 2023, Mr. Lindsay would transition to a role as Special Advisor through December 31, 2024. The September 1, 2023 amendment provides that: if we terminate Mr. Lindsay’s employment without cause, if Mr. Lindsay terminates his employment for good reason, or if Mr. Lindsay’s employment terminates on December 31, 2024 or upon his death or disability, for any awards granted after February 2022, (i) all then outstanding, unvested RSUs subject only to time-based vesting will vest in full, and (ii) all then outstanding, unvested RSUs subject to performance- based vesting will vest based on performance through the date of termination, as determined by our Compensation Committee, in each case subject to Mr. Lindsay executing and not revoking a general release of claims in favor of our Company. Furthermore, Mr. Lindsay would be entitled to receive any incentive bonus earned for the 2024 calendar year based on actual performance, provided that Mr. Lindsay remains employed through December 31, 2024. Mr. Lindsay was not eligible to receive any additional equity awards effective as of the date he signed the September 1, 2023 amendment. Mr. Lindsay was also no longer entitled to a monthly cash car allowance beginning January 1, 2024. Potential Payments Upon Termination or Change in Control The following section describes the payments and benefits that would have become payable to our NEOs, other than Mr. Del Rio, in connection with a termination of their employment and/or a change in control of our Company occurring on December 31, 2023. Please see “Compensation Discussion and Analysis” for a discussion of how the level of these payments and benefits was determined.

  57. Compensation Committee of the Board of Directors

    | NEOs (Except Mr. Del Rio and Mr. Lindsay) |

  58. Compensation Committee of the Board of Directors

    The current employment agreements of our NEOs (other than Mr. Del Rio and Mr. Lindsay) with us, described above under “Employment Agreements for NEOs — Salary, Annual Cash Performance Incentive Opportunity and Equity,” provide for certain payments and benefits to be paid to each NEO in connection with a termination of his employment with us under the circumstances described below. In each case, such NEO is entitled to receive all amounts that he has earned but are unpaid regardless of the circumstances under which his employment terminates (“accrued obligations”). Severance Benefits — Termination of Employment. In the event that an NEO’s employment is terminated during the employment term by us without “cause,” we provide notice that his employment agreement will not be extended or further extended, or he terminates his employment for “good reason” (as those terms are defined in his employment agreement), he will be entitled to receive: • an amount equal to twice his then-current base salary at the annualized rate in effect on the severance date, payable over a 12-month period in accordance with our regular payroll cycle practices following termination; • payment of a pro-rata portion of any annual cash incentive actually earned for the year of termination and any earned but unpaid annual cash incentive for the prior fiscal year; • continuation of medical, vision and dental coverage for him and his eligible dependents on substantially the same terms and conditions in effect on his termination of employment until the first to occur of: (1) 18 months following termination; (2) the date of his death; (3) the date he becomes eligible for coverage under the health plan of a future employer; or (4) the date our Company is no longer obligated to offer him COBRA continuation coverage; and • in the case of Mr. Sommer only, accelerated vesting for any outstanding unvested equity awards that are not based on performance conditions and continued vesting eligibility for any outstanding unvested performance-based equity awards to the extent such awards were granted on or after July 1, 2023 (Mr. Sommer will also receive this accelerated vesting in the event his employment is terminated due to his death or disability). In addition, if in connection with a change in control of our Company, we terminate an NEO’s employment without “cause,” provide notice that his agreement will not be extended or further extended, or he terminates his employment for “good reason,” in addition to the payments and benefits described above, all of such NEO’s outstanding and unvested equity awards granted under the Plan, or any successor equity plan, will receive full accelerated vesting. The employment agreements for each NEO provide that if any of the foregoing severance payments or benefits would be a parachute payment subject to any excise taxes pursuant to Section 4999 of the Code, his payments and benefits will be reduced and “cut back” to the extent that such reduction results in a better net after tax result to him. Each of our NEOs’ right to receive the severance payments and benefits described above is subject to him executing a release of claims in favor of our Company. Severance Benefits — Other Terminations. In the event that an NEO’s employment is terminated for death or disability, he will receive accelerated vesting for all time-based RSU awards granted beginning in 2020 and a pro-rata portion of the target amount of any outstanding, unvested PSU awards granted beginning in 2020. Mr. Sommer will also receive acceleration for equity awards granted on or after July 1, 2023 as described above in the event of death or disability. If an NEO meets certain retirement eligibility requirements and conditions (as of the retirement date, such NEO must be 55 years or older, have been employed by our Company or its affiliates for ten or more years and his age plus the number of years he has been employed must be greater than or equal to 70), and remains employed with our Company through an agreed retirement date, he will be entitled to: (i) accelerated vesting for all outstanding time-based equity awards that were granted more than one year prior to the retirement date and on or after a specified date in 2023 that correlates to the date he first became entitled to this retirement benefit as specified in his employment agreement (the “Retirement Benefit Effective Date”), (ii) pro-rata vesting for all outstanding time-based equity awards that were granted less than one year prior to the retirement date and on or after the Retirement Benefit Effective Date, (iii) continued vesting eligibility for all outstanding equity awards that are subject to performance conditions that were granted on or after Retirement Benefit Effective Date, (iv) a pro-rata portion of any annual cash incentive and any unpaid annual cash incentive for the prior fiscal year, only in each case if earned, (v) continued cruise benefits and (vi) continued medical, vision and dental benefits for 18 months. In the event that an NEO’s, employment is terminated by us for any other reason (by us for “cause” or by the NEO other than for “good reason” or in a retirement scenario where he has not met the requirements described above), he will only be entitled to receive his accrued obligations. Restrictive Covenants. Pursuant to each of our NEOs’ employment agreements, each NEO has agreed not to disclose any confidential information of our Company and our affiliates at any time during or after his employment with us. In addition, each NEO has agreed that for a period of two years after his employment terminates, he will not compete with the business of our Company or our affiliates and will not solicit the employees or guests of our Company or our affiliates. In March 2023, Mr. Del Rio entered into a Transition, Release and Consulting Agreement with our Company, which is described above under “Employment Agreements for NEOs — Salary, Annual Cash Performance Incentive Opportunity and Equity — Frank J. Del Rio.” Pursuant to the terms of the Transition, Release and Consulting Agreement, Mr. Del Rio’s employment term was modified by mutual agreement to end on June 30, 2023 instead of December 31, 2023. In connection with Mr. Del Rio’s retirement on June 30, 2023, he received the benefits described above under “Employment Agreements for NEOs — Salary, Annual Cash Performance Incentive Opportunity and Equity — Frank J. Del Rio.” In addition, pursuant to the terms of his existing employment agreement and the relevant equity award agreements, Mr. Del Rio was entitled to the following in connection with his termination of employment: • all then outstanding, unvested RSUs subject only to time-based vesting requirements that were awarded during and after 2017 vested in full on June 30, 2023, and any outstanding, unvested PSUs that were awarded during and after 2017 through 2021 continued to remain outstanding as if Mr. Del Rio was still employed until December 31, 2023, with such applicable performance being determined by the Compensation Committee shortly after that date; and • any portion of the PSUs awarded during 2022 that were then outstanding and unvested: (1) in the case of any portion of the PSUs that remained subject to performance-based vesting conditions, were evaluated as of June 30, 2023 by the Compensation Committee and the PSUs vested based on the performance through June 30, 2023, and (2) to the extent that the applicable performance conditions had been satisfied and any portion of the PSUs remained outstanding subject to only time-based vesting conditions, such portion of the PSUs vested.

  59. Compensation Committee of the Board of Directors

    Restrictive Covenants. Pursuant to Mr. Del Rio’s amended employment agreement, he has agreed not to disclose any confidential information of our Company and our affiliates at any time during or after his employment with us. In addition, Mr. Del Rio has agreed that for a period of one year after his employment terminates he will not compete with certain restricted competitors of our Company, and for a period of one year after the last date compensation is paid to him by us, he will not solicit the employees of our Company or our affiliates. Pursuant to the Transition, Release and Consulting Agreement, Mr. Del Rio also agreed he will not compete with certain restricted competitors of our Company for so long as he serves as a consultant to our Board. The payments and benefits Mr. T. Robin Lindsay became entitled to in the event of certain terminations of his employment pursuant to the amendment to his employment agreement with us dated September 1, 2023, are described above under “Employment Agreements for NEOs — Salary, Annual Cash Performance Incentive Opportunity and Equity — T. Robin Lindsay.”

  60. Pay Versus Performance Information

    Pay Versus Performance Information The following table provides information required by Item 402(v) of Regulation S-K. For information regarding our pay-for-performance philosophy and how we align

  61. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in “Executive Compensation — Compensation Discussion and Analysis,” while we utilize several performance measures to align executive compensation to our performance, not all of those measures are presented in the Pay Versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

  62. Compensation Actually Paid, Cumulative TSR of the Company, and Cumulative TSR of the Peer Group

    Compensation Actually Paid, Cumulative TSR of the Company, and Cumulative TSR of the Peer Group Beginning in early 2020, our Company began to experience significant adverse impacts from the COVID-19 pandemic, which ultimately resulted in nearly 500 days of suspended cruise operations for our Company. We began a limited, incremental restart of our cruise operations in July 2021 and all ships resumed operations in May 2022. Our share price suffered declines in connection with COVID-19 throughout this period. Our operations have normalized post-pandemic. We returned to profitability in 2023 and have begun to see improvements in our share price. The Dow Jones United States Travel and Leisure Index, the peer group we presented in the table, includes companies outside the cruise industry that were not as severely impacted by the pandemic as our Company. The amount of compensation actually paid to our new President and Chief Executive Officer, Mr. Sommer, was largely driven by a reset of executive compensation completed by our Compensation Committee in 2023. Changes in the amount of compensation actually paid to PEOs and other NEOs are also due to the large portion of our executive compensation that is comprised of equity awards and is consequently impacted heavily by share price.

  63. Compensation Actually Paid vs. Company TSR

    Compensation Actually Paid vs. Company TSR

  64. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The compensation actually paid to our PEOs and other NEOs declined from 2020 to 2022 and then increased during 2023 in connection with our return to profitability and improvement in share price. As discussed above, the amount of compensation actually paid to our new President and Chief Executive Officer, Mr. Sommer, was largely driven by a reset of executive compensation completed by our Compensation Committee in 2023. Changes in the amount of compensation actually paid to our PEOs and other NEOs are also due to the large portion of our executive compensation that is comprised of equity awards and is consequently impacted heavily by share price.

  65. Compensation Actually Paid vs. Net Income (Loss)

    Compensation Actually Paid vs. Net Income (Loss)

  66. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA While our Compensation Committee uses a number of financial and non-financial performance measures to motivate our management team through our compensation programs, our Company determined that Adjusted EBITDA, as defined in “Terms Used in this Proxy Statement,” was the financial performance measure that, in our Company’s assessment, represented our most important performance measure used by the Compensation Committee to link compensation actually paid to our Company’s NEOs for the most recently completed fiscal year to our performance. During 2023, 180% out of a possible 200% of our annual incentive bonuses could be earned based on our Adjusted EBITDA. Our Adjusted EBITDA was heavily impacted by the pandemic and our phased return to operations from 2020 through 2022. We saw significant improvement in our Adjusted EBITDA during 2023 as we returned to normalized operations.

  67. Compensation Actually Paid vs. Adjusted EBITDA

    Compensation Actually Paid vs. Adjusted EBITDA General Our Company’s long-term incentive compensation program is implemented under the Norwegian Cruise Line Holdings Ltd. 2013 Performance Incentive Plan (or the “Plan”). The Plan emphasizes achievement of long-term performance and shareholder value creation. On March 7, 2024, our Board approved amending and restating the Plan, subject to approval by our shareholders. At the Annual General Meeting, our shareholders will be asked to approve the following amendments set forth in the amended and restated Plan: • Increase in Aggregate Share Limit. The Plan currently limits the aggregate number of our ordinary shares that may be delivered pursuant to all awards granted under the Plan to 42,009,006 shares. The proposed amendments would increase this limit by an additional 3,000,000 shares so that the new aggregate share limit for the Plan would be 45,009,006 shares. The proposed amendments would also increase the limit on the number of shares that may be delivered pursuant to “incentive stock options” granted under the Plan by 3,000,000 shares for a new limit of 45,009,006 incentive stock options. For purposes of clarity, any shares that are delivered pursuant to incentive stock options also count against (and are not in addition to) the aggregate Plan share limit described above. • Extension of Plan Term. The Plan is currently scheduled to expire on February 20, 2033. The proposed amendments provide for the term of the Plan to be extended until March 7, 2034, ten years from the date the proposed amended Plan was approved by our Board. As of March 7, 2024, a total of 15,730,939 ordinary shares were then subject to outstanding awards granted under the Plan, and only 3,887,864 ordinary shares were then available for new award grants under the Plan (assuming that all outstanding performance-based awards are paid out at the maximum performance level). The proposed amendments would increase the available shares under the Plan by 3,000,000 shares. Based solely on the closing price of the Company’s ordinary shares as reported by the New York Stock Exchange on April 3, 2024, the maximum aggregate market value of the additional 3,000,000 new shares that could be issued under the Plan is approximately $57.8 million. Our Company believes that incentives and share-based awards focus employees on the objective of creating shareholder value and promoting the success of our Company, and that incentive compensation plans like the Plan are an important attraction, retention and motivation tool for participants in the Plan. Our Board believes that the number of shares currently available under the Plan does not give our Company sufficient authority and flexibility to adequately provide for future incentives. Our Board believes that the additional shares give our Company greater flexibility to structure future incentives and better attract, retain and award key employees. If shareholders do not approve this Plan proposal, the current share limits under the Plan will continue in effect and the Plan term will not be extended. Key Features of the Plan Some of the key features of the Plan are highlighted below. This section is qualified in its entirety by the full text of the Plan, which appears as Appendix A to this Proxy Statement. • No Evergreen or Option Reload Feature. The Plan does not include any “evergreen feature” that automatically increases the shares available for issuance under the Plan each year. The Plan also does not include any provision for the grant of reload options. • No Repricings or Buyouts Without Shareholder Approval. The Plan expressly prohibits our Company from repricing or buying-out options and stock appreciation rights (“SARs”) without shareholder approval. • Change in Control Definition. The change in control provisions under the Plan require the actual occurrence of a qualifying transaction. No “Single Trigger” Change in Control Provision. The Plan does not require automatic vesting of outstanding awards upon the occurrence of a change in control of our Company. Instead, outstanding awards may be assumed, exchanged, or otherwise continued following the change in control, and outstanding awards will only vest if they are not assumed, exchanged or otherwise continued and terminate in connection with the change in control, or if the terms of the individual awards require accelerated vesting. • No Change in Control Gross-Ups. The Plan does not include any gross-up payment for golden parachute excise taxes that may be triggered under Sections 280G and 4999 of the Code as a result of a change in control of the Company. • No Liberal Share Recycling Provisions for Options and SARs. Any shares that are not issued or delivered as a result of the net settlement of an outstanding option or SAR, or any shares that are not issued or are tendered back to our Company as payment for any options or SARs, as well as any shares withheld or tendered to satisfy tax withholding obligations related to options or SARs, as well as any shares repurchased with the proceeds of any option exercise price, will not again be available for new grants under the Plan. In addition, the gross number of shares for which a SAR award is exercised, and not the number of shares actually issued, will count against the share limits of the Plan. • Vesting Requirements for Dividends and Dividend Equivalents. Any dividends and/or dividend equivalents on unvested awards are subject to termination and forfeiture to the same extent as the corresponding portion of the unvested award to which they relate. Please see the following section for a more detailed summary of the principal terms of the Plan. Summary Description of the Plan The principal terms of the Plan are summarized below. The following summary is qualified in its entirety by the full text of the Plan, which appears as Appendix A to this Proxy Statement. Purpose. The purpose of the Plan is to promote the success of our Company and to increase shareholder value by providing an additional means for us to attract, motivate, retain and reward selected employees and other eligible persons through the grant of awards. Equity-based awards are also intended to further align the interests of award recipients and our shareholders. Administration. Our Board or one or more committees appointed by our Board will administer the Plan. Our Board has delegated general administrative authority for the Plan to our Compensation Committee. A committee may delegate some or all of its authority with respect to the Plan to another committee of directors, and certain limited authority to grant awards to employees may be delegated to one or more officers of our Company. (The appropriate acting body, be it our Board, a committee within its delegated authority, or an officer within his or her delegated authority, is referred to in this proposal as the “Administrator”). The Administrator has broad authority under the Plan, including, without limitation, the authority: • to select eligible participants and determine the type(s) of award(s) that they are to receive; • to grant awards and determine the terms and conditions of awards, including the price (if any) to be paid for the shares or the award and, in the case of share-based awards, the number of shares to be offered or awarded; • to determine any applicable vesting and exercise conditions for awards (including any applicable performance-based targets), or determine that no delayed vesting or exercise is required, and to accelerate or extend the vesting or exercisability or extend the term of any or all outstanding awards; • to cancel, modify, or waive our Company’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consents; •

  68. Compensation Actually Paid vs. Adjusted EBITDA

    subject to the other provisions of the Plan, to make certain adjustments to an outstanding award and to authorize the conversion, succession or substitution of an award; • to determine the method of payment of any purchase price for an award or ordinary shares delivered under the Plan, as well as any tax-related items with respect to an award, which may be in the form of cash, check, or electronic funds transfer, by the delivery of already-owned ordinary shares or by a reduction of the number of shares deliverable pursuant to the award, by services rendered by the recipient of the award, by notice and third-party payment or cashless exercise on such terms as the Administrator may authorize, or any other form permitted by law; • to modify the terms and conditions of any award, establish sub-plans and agreements and determine different terms and conditions that the Administrator deems necessary or advisable to comply with laws in the countries where our Company or one of its subsidiaries operates or where one or more eligible participants reside or provide services; • to approve the form of any award agreements used under the Plan; and • to construe and interpret the Plan, make rules for the administration of the Plan, and make all other determinations necessary or advisable for the administration of the Plan. No Repricing. In no case (except due to an adjustment to reflect a share split or other event referred to under “Adjustments” below, or any repricing that is approved by our shareholders) will the Administrator (1) amend an outstanding option or share appreciation right to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding option or share appreciation right in exchange for cash or other awards for the purpose of repricing the award, or (3) cancel, exchange, or surrender an outstanding option or share appreciation right in exchange for an option or share appreciation right with an exercise or base price that is less than the exercise or base price of the original award. Eligibility. Persons eligible to receive awards under the Plan include officers or employees of our Company or any of its subsidiaries, directors of our Company, and certain consultants and advisors to our Company or any of its subsidiaries. As of March 7, 2024, approximately 1,341 officers and employees of our Company and its subsidiaries (including all of our NEOs), and each of our Company’s seven non-employee directors, are considered eligible under the Plan. Authorized Shares; Limits on Awards. The maximum number of ordinary shares that may be issued or transferred pursuant to awards under the Plan equals 42,009,006 shares. If shareholders approve this Plan proposal, the maximum number of ordinary shares that may be issued or transferred pursuant to awards under the Plan will be 45,009,006 shares, an increase of 3,000,000 additional shares. The following other limit is also contained in the Plan: • The maximum number of shares that may be delivered pursuant to options qualified as incentive stock options granted under the Plan is 42,009,006 shares. If shareholders approve this Plan proposal, this limit on incentive stock options granted under the Plan will be 45,009,006 shares, an increase of 3,000,000 additional shares. Following are other rules under the Plan for counting shares against the applicable share limits of the Plan: • To the extent that an award is settled in cash or a form other than ordinary shares, the shares that would have been delivered had there been no such cash or other settlement will not be counted against the share limit and will be available for subsequent awards under the Plan. • In the event that ordinary shares are delivered in respect of a dividend equivalent right, the actual number of shares delivered with respect to the award will be counted against the share limits of the Plan. For purposes of clarity, if 1,000 dividend equivalent rights are granted and outstanding when our Company pays a dividend, and 100 shares are delivered in payment of those rights with respect to that dividend, 100 shares will be counted against the share limits of the Plan. • Shares that are subject to or underlie awards that expire or for any reason are cancelled or terminated, are forfeited, fail to vest, are settled without the issuance of shares, or for any other reason are not paid or delivered in shares under the Plan will again be available for subsequent awards under the Plan. • Shares that are not issued or delivered as a result of the net settlement of an outstanding option or share appreciation right or are exchanged by a participant or withheld by our Company as full or partial payment in connection with any option or share appreciation right granted under the Plan, as well as any shares exchanged by a participant or withheld by our Company to satisfy the tax withholding obligations related to any option or share appreciation right granted under the Plan, as well as any shares repurchased with the proceeds of any option exercise price will not be available for subsequent awards under the Plan. To the extent that shares are delivered pursuant to the exercise of a share appreciation right or option, the number of underlying shares as to which the exercise related will be counted against the share limits of the Plan, as opposed to only counting the shares issued. For purposes of clarity, if a share appreciation right relates to 100,000 shares and is exercised at a time when the payment due to the participant is 15,000 shares, 100,000 shares will be counted against the share limits of the Plan. Shares that are not issued or exchanged by a participant or withheld by our Company to pay the purchase price of an award granted under the Plan other than an option or share appreciation right, as well as any shares exchanged or withheld to satisfy the tax withholding obligations related to any award other than an option or share appreciation right, will not be counted against the share limit and will be available for subsequent awards under the Plan. The Plan generally provides that ordinary shares issued in connection with awards that are granted by or become obligations of our Company through the assumption of awards (or in substitution for awards) in connection with an acquisition of another company will not count against the ordinary shares available for issuance under the Plan. • Our Company may not increase the applicable share limits of the Plan by repurchasing ordinary shares on the market (by using cash received through the exercise of options or otherwise). Types of Awards. The Plan authorizes options, share appreciation rights, and other forms of awards granted or denominated in our Company’s ordinary shares or units of our Company’s ordinary shares, as well as cash bonus awards. The Plan retains flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Any award may be structured to be paid or settled in cash. An option is the right to purchase ordinary shares at a future date at a specified price per share (the “exercise price”). The per share exercise price of an option generally may not be less than the fair market value of an ordinary share on the date of grant. The maximum term of an option is ten years from the date of grant. An option may either be an incentive stock option or a nonqualified stock option. Incentive stock option benefits are taxed differently from nonqualified stock options, as described under “U.S. Federal Income Tax Consequences of Awards Under the Plan” below. Incentive stock options are also subject to more restrictive terms and are limited in amount by the Code and the Plan. Incentive stock options may only be granted to employees of our Company or a subsidiary.

  69. Compensation Actually Paid vs. Adjusted EBITDA

    A share appreciation right is the right to receive payment of an amount equal to the excess of the fair market value of an ordinary share on the date of exercise of the share appreciation right over the base or exercise price of the share appreciation right. The base price or exercise price will be established by the Administrator at the time of grant of the share appreciation right and generally may not be less than the fair market value of an ordinary share on the date of grant. Share appreciation rights may be granted in connection with other awards or independently. The maximum term of a share appreciation right is ten years from the date of grant. The other types of awards that may be granted under the Plan include, without limitation, share bonuses, restricted shares, performance shares, share units or phantom shares (which are contractual rights to receive ordinary shares, or cash based on the fair market value of an ordinary share), dividend equivalents which represent the right to receive a payment based on the dividends paid on an ordinary share over a stated period of time, or similar rights to purchase or acquire shares, and cash awards. Any awards under the Plan may be fully-vested at grant or may be subject to time- and/or performance-based vesting requirements. Dividend Equivalents. The Administrator may provide that awards under the Plan (other than options or share appreciation rights) earn dividends or dividend equivalents based on the amount of dividends paid on outstanding ordinary shares, provided that as to any dividend equivalent rights granted in connection with an award granted under the Plan that is subject to any vesting requirements, no dividend equivalent payment will be made unless the related vesting conditions of the award are satisfied (or, in the case of a restricted share or similar award where the dividend must be paid as a matter of law, the dividend payment will be subject to forfeiture or repayment, as the case may be, if the related vesting conditions are not satisfied). Assumption and Termination of Awards. If an event occurs in which our Company does not survive (or does not survive as a public company in respect of its ordinary shares), including, without limitation, a dissolution, merger, combination, consolidation, exchange of securities, or other reorganization, or a sale of all or substantially all of the business, shares or assets of our Company, awards then-outstanding under the Plan will not automatically become fully vested pursuant to the provisions of the Plan so long as such awards are assumed, substituted, exchanged for or otherwise continued. However, if awards then-outstanding under the Plan are to be terminated in such circumstances (without being assumed or substituted for), such awards would generally become fully vested, subject to any exceptions that the Administrator may provide for in an applicable award agreement (such as for awards subject to performance-based vesting requirements). The Administrator also has the discretion to establish other change in control provisions with respect to awards granted under the Plan. For example, the Administrator could provide for the acceleration of vesting or payment of an award in connection with a corporate event or in connection with a termination of the award holder’s employment. For the treatment of outstanding equity awards held by the NEOs in connection with a termination of employment and/or a change in control of our Company, please see the “Potential Payments Upon Termination or Change in Control” above in this Proxy Statement. Transfer Restrictions. Subject to certain exceptions contained in Section 5.7 of the Plan, awards under the Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution and are generally exercisable, during the recipient’s lifetime, only by the recipient. Any amounts payable or shares issuable pursuant to an award generally will be paid only to the recipient or the recipient’s beneficiary or representative. The Administrator has discretion, however, to establish written conditions and procedures for the transfer of awards to other persons or entities, provided that such transfers comply with applicable federal and state securities laws and are not made for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity in which more than 50% of the voting securities are held by the award recipient or by the recipient’s family members). Adjustments. As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the Plan and any outstanding awards, as well as the exercise or purchase prices of awards, and performance targets under certain types of performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, share splits, share dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the shareholders. Discretion to Accelerate. The Administrator has discretion to accelerate the vesting of any award under the Plan, in circumstances it determines to be appropriate. No Limit on Other Authority. The Plan does not limit the authority of our Board or any committee to grant awards or authorize any other compensation, with or without reference to our Company’s ordinary shares, under any other plan or authority. Termination of or Changes to the Plan. Our Board may amend or terminate the Plan at any time and in any manner. Shareholder approval for an amendment will be required only to the extent then required by applicable law or deemed necessary or advisable by our Board. Unless terminated earlier by our Board and subject to any extension that may be approved by shareholders, the authority to grant new awards under the Plan will terminate on February 20, 2033. If shareholders approve this Plan proposal, the term of the Plan will be extended to March 7, 2034. Outstanding awards, as well as the Administrator’s authority with respect thereto, generally will continue following the expiration or termination of the Plan. Generally speaking, outstanding awards may be amended by the Administrator (except for a repricing), but the consent of the award holder is required if the amendment (or any Plan amendment) materially and adversely affects the holder. U.S. Federal Income Tax Consequences of Awards Under the Plan The U.S. federal income tax consequences of the Plan under current federal law, which is subject to change, are summarized in the following discussion of the general tax principles applicable to the Plan. This summary is not intended to be exhaustive and, among other considerations, does not describe the deferred compensation provisions of Section 409A and 457A of the Code to the extent an award is subject to and does not satisfy those rules, nor does it describe state, local, or international tax consequences. With respect to nonqualified stock options, our Company is generally entitled to deduct, and the participant recognizes taxable income in, an amount equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise. With respect to incentive stock options, our Company is generally not entitled to a deduction nor does the participant recognize income at the time of exercise, although the participant may be subject to the U.S. federal alternative minimum tax. The current federal income tax consequences of other awards authorized under the Plan generally follow certain basic patterns: nontransferable restricted shares

  70. Compensation Actually Paid vs. Adjusted EBITDA

    subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid (if any) only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant); and bonuses, share appreciation rights, cash and share-based performance awards, dividend equivalents, share units, and other types of awards are generally subject to tax at the time of payment. In each of the foregoing cases, our Company will generally have a corresponding deduction at the time the participant recognizes income. If an award is accelerated under the Plan in connection with a “change in control” (as this term is used under the Code), our Company may not be permitted to deduct the portion of the compensation attributable to the acceleration (“parachute payments”) if it exceeds certain threshold limits under the Code (and certain related excise taxes may be triggered). Furthermore, under Section 162(m) of the Code, the aggregate compensation in excess of $1,000,000 payable to current or former NEOs of our Company may not be deductible by our Company in certain circumstances. Specific Benefits Under the Plan Our Company has not approved any awards that are conditioned upon shareholder approval of the Plan. If the proposed amendments to the Plan had been in existence in 2023, our Company expects that its award grants for 2023 would not have been substantially different from those actually made in that year under the Plan. For information regarding share-based awards granted to our NEOs during 2023, see the material under the heading “Executive Compensation.” As described under “Director Compensation” above, our Directors’ Compensation Policy provides for each non-employee director to receive an annual restricted share unit award valued at $200,000 to be awarded on the first business day of each calendar year. The number of shares subject to each award is determined by dividing $200,000 by the closing price of our ordinary shares on the grant date. Assuming, for illustrative purposes only, that the price of the ordinary shares used for the conversion of the dollar amount set forth above into shares is $25, the number of shares subject to restricted share unit awards that would be allocated to the Company’s seven non-employee directors as a group pursuant to the annual grant formula is 560,000 shares. This figure represents the aggregate number of shares that would be subject to the annual grants under the director equity grant program for calendar years 2025 through 2034 (the ten remaining years in the term of the Plan, assuming the term is extended) based on that assumed share price and a number of other assumptions, including, without limitation, that there are no new eligible directors, there continue to be seven eligible directors seated, no eligible non-employee director waives his or her right to receive any annual grant and there are no changes to the awards granted under the director equity grant program. Potential Dilution The following paragraphs include additional information to help shareholders assess the potential dilutive impact of our Company’s equity awards and the Plan. As of the date hereof, the Plan is our Company’s only equity compensation plan. “Overhang” refers to the number of ordinary shares that are subject to outstanding awards or remain available for new award grants. The following table shows the total number of ordinary shares that were subject to outstanding restricted share and restricted share unit awards granted under the Plan, that were subject to outstanding options granted under the Plan, and that were then available for new award grants under the Plan as of March 7, 2024. For awards subject to performance-based vesting requirements, such as the PSUs (as described above under “Executive Compensation — Compensation Discussion and Analysis — Long-Term Equity Incentive Compensation and Cash Retention Awards”), the number of shares presented is based on achieving the maximum level of performance, even though the actual share payout for these awards may be less than the maximum number below.

  71. Compensation Actually Paid vs. Adjusted EBITDA

    | Overhang | As of March 7, 2024 | | Shares subject to outstanding restricted share and restricted share unit awards (excluding performance-based and market based vesting awards) | 9,347,589 | | Shares subject to outstanding performance-based vesting restricted share and restricted share unit awards | 2,750,286 | | Shares subject to outstanding market-based vesting restricted share and restricted share unit awards | 0 | | Shares subject to outstanding options (excluding performance-based and market based vesting options)(1) | 3,518,481 | | Shares subject to outstanding performance-based vesting options(1) | 114,583 | | Shares subject to outstanding market-based vesting options(1) | 0 | | Shares available for new award grants | 3,887,864 |

  72. Compensation Actually Paid vs. Adjusted EBITDA

    (1) As of March 7, 2024, our 3,633,064 outstanding options granted under the Plan had a weighted-average exercise price of $53.18, and a weighted-average remaining life of 1.07 years. The weighted-average number of ordinary shares issued and outstanding in each of the last three fiscal years was 365,449,967 shares issued and outstanding in 2021; 419,773,195 shares issued and outstanding in 2022, and 424,424,962 shares issued and outstanding in 2023. The number of ordinary shares issued and outstanding as of April 3, 2024 was 429,025,827 shares. “Burn rate” refers to the number of shares that are subject to awards that we grant over a particular period of time. The total number of ordinary shares subject to awards that our Company granted under the Plan in each of the last three fiscal years are as follows: • 3,874,351 shares in 2021 (which was 1.1% of the weighted-average number of ordinary shares issued and outstanding in 2021), of which 3,137,453 shares were subject to restricted share and restricted share unit awards (excluding performance-based and market-based vesting awards), 736,898 shares were subject to performance-based vesting restricted share and restricted share unit awards, 0 shares were subject to market-based vesting restricted share and restricted share unit awards, 0 shares were subject to options (excluding performance-based and market-based vesting options), 0 shares were subject to performance-based vesting options, and 0 shares were subject to market-based vesting options; and • 6,750,344 shares in 2022 (which was 1.6% of the weighted-average number of ordinary shares issued and outstanding in 2022), of which 4,892,594 shares were subject to restricted share and restricted share unit awards (excluding performance-based and market-based vesting awards), 1,857,750 shares were subject to performance-based vesting restricted share and restricted share unit awards, 0 shares were subject to market-based vesting restricted share and restricted share unit awards, 0 shares were subject to options (excluding performance-based and market-based vesting options), 0 shares were subject to performance-based vesting options, and 0 shares were subject to market-based vesting options; and • 7,210,013 shares in 2023 (which was 1.7% of the weighted-average number of ordinary shares issued and outstanding in 2023), of which 6,054,339 shares were subject to restricted share and restricted share unit awards (excluding performance-based and market-based vesting awards), 1,155,674 shares were subject to performance-based vesting restricted share and restricted share unit awards, 0 shares were subject to market-based vesting restricted share and restricted share unit awards, 0 shares were subject to options (excluding performance-based and market-based vesting options), 0 shares were subject to performance-based vesting options, and 0 shares were subject to market-based vesting options. Thus, the total number of ordinary shares subject to awards granted under the Plan per year over the last three fiscal years (2021, 2022 and 2023) has been, on average, 1.5% of the weighted-average number of ordinary shares issued and outstanding for this period. Performance-based vesting awards have been included above in the year in which the award was granted by our Board or Compensation Committee. The total number of ordinary shares that were subject to awards granted under the Plan that terminated or expired, and thus became available for new award grants under the Plan, in each of the last three fiscal years are as follows: 419,779 in 2021, 1,137,326 in 2022 and 1,732,908 in 2023. The total number of ordinary shares that were subject to awards granted under the Plan and that were withheld to cover tax withholding obligations related to restricted share and restricted share unit awards and thus became available for new award grants under the Plan, in each of the last three fiscal years are as follows: 562,294 in 2021, 1,436,309 in 2022 and 1,473,174 in 2023. Shares subject to Plan awards that terminated or expired and became available for new award grants under the Plan have been included when information is presented in this Plan proposal on the number of shares available for new award grants under the Plan. Our Compensation Committee anticipates that the 3,000,000 additional shares requested for the Plan (together with the shares available for new award grants under the Plan on the Annual General Meeting date and assuming usual levels of shares becoming available for new awards as a result of forfeitures of outstanding awards) will provide the Company with flexibility to continue to grant equity awards under the Plan through approximately the end of 2025 (reserving sufficient shares to cover potential payment of performance-based awards at maximum payment levels). However, this is only an estimate, in our Company’s judgment, based on current circumstances. The total number of shares that are subject to our Company’s award grants in any one year or from year-to-year may change based on a number of variables, including, without limitation, the value of our Company’s ordinary shares (since higher share prices generally require that fewer shares be issued to produce awards of the same grant date fair value), changes in competitors’ compensation practices or changes in compensation practices in the market generally, changes in the number of employees, changes in the number of directors and officers, whether and the extent to which vesting conditions applicable to equity-based awards are satisfied, acquisition activity and the need to grant awards to new employees in connection with acquisitions, the need to attract, retain and incentivize key talent, the type of awards our Company grants, and how our Company chooses to balance total compensation between cash and equity-based awards. The closing market price for a share of the Company’s ordinary shares as of April 3, 2024 was $19.28 per share. Aggregate Equity Awards Previously Granted Under the Plan As of December 31, 2023, awards covering 47,425,327 ordinary shares had been granted under the Plan. (This number of shares includes shares subject to awards that expired or terminated without having been exercised and paid and became available for new award grants under the Plan.) The following table shows information regarding the distribution of all awards among the persons and groups identified below, option exercises and restricted share or unit vesting prior to that date, and option and unvested restricted share or unit holdings as of that date.

  73. Compensation Actually Paid vs. Adjusted EBITDA

    | | Options and Share Appreciation Rights | | | | Restricted Shares/Units | | | | | Shares Subject to Past Option/SAR Grants (#) | Shares Acquired on Exercise (#) | Shares Underlying Options/SARs as of December 31, 2023 | | Shares/Units Subject to Past Awards (#) | Shares/Units Vested as of December 31, 2023 (#) | Shares/Units Outstanding and Unvested as of December 31, 2023 (#) | | | | | Exercisable (#) | Unexercisable (#) | | | | | Named Executive Officers | | | | | | | | | Harry Sommer President and Chief Executive Officer | 150,000 | 25,000 | 125,000 | — | 1,024,405 | 362,842 | 629,830 | | Frank J. Del Rio Former President and Chief Executive Officer | 1,250,000 | — | 739,583 | — | 3,520,193 | 2,926,829 | — | | Mark A. Kempa Executive Vice President and Chief Financial Officer | 113,970 | 28,970 | 75,000 | — | 739,187 | 295,922 | 411,532 | | Patrik Dahlgren Executive Vice President, Vessel Operations | — | — | — | — | 135,378 | — | 135,378 | | Daniel S. Farkas Executive Vice President, General Counsel, Chief Development Officer and Secretary | 151,429 | 51,429 | 70,000 | — | 674,127 | 238,795 | 411,532 | | David Herrera President, Norwegian Cruise Line | 85,000 | — | 85,000 | — | 317,825 | 148,265 | 169,560 | | T. Robin Lindsay Former Executive Vice President, Vessel Operations | 87,500 | — | 87,500 | — | 812,357 | 369,092 | 411,532 | | Total for all current executive officers as a group (8 persons) | 602,899 | 135,399 | 402,500 | — | 3,455,818 | 1,285,971 | 2,082,581 | | David Abrams | — | — | — | — | 56,012 | 39,571 | 16,441 | | José E. Cil | — | — | — | — | 2,927 | — | 2,927 | | Harry C. Curtis | — | — | — | — | 26,692 | 10,251 | 16,441 | | Stella David | — | — | — | — | 68,539 | 43,666 | 24,873 | | Russell W. Galbut | — | — | — | — | 52,064 | 35,623 | 16,441 | | Mary E. Landry | — | — | — | — | 39,241 | 22,800 | 16,441 | | Zillah Byng-Thorne | — | — | — | — | 18,376 | 1,935 | 16,441 | | Total for all current non-executive directors as a group (7 persons) | — | — | — | — | 263,851 | 153,846 | 110,005 | | Each other person who has received 5% or more of the options, warrants or rights under the Plan | — | — | — | — | — | — | — | | All other employees and former non-employee directors, including all current officers who are not executive officers or directors, as a group | 13,151,768 | 5,709,868 | 2,497,356 | — | 25,180,798 | 13,384,375 | 9,030,668 |

  74. Compensation Actually Paid vs. Adjusted EBITDA

    Vote Required for Approval of Amendment to 2013 Performance Incentive Plan Our Board believes that the adoption of the amendments to the Plan will promote the interests of our Company and our shareholders and will help our Company and its subsidiaries continue to be able to attract, retain and reward persons important to our success. All members of our Board and all of our Company’s executive officers are eligible for awards under the Plan and thus have a personal interest in the approval of the Plan. Approval of the amendments to the Plan requires the affirmative vote of a majority of the votes cast on this proposal at the Annual General Meeting.

  75. Compensation Actually Paid vs. Adjusted EBITDA

    | | OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” APPROVAL OF THE AMENDMENT TO OUR 2013 PERFORMANCE INCENTIVE PLAN AS DESCRIBED ABOVE AND SET FORTH IN APPENDIX A. |