DEF 14A of Norwegian Cruise Line Holdings Ltd., Apr 29, 2025

DEF 14A of Norwegian Cruise Line Holdings Ltd.

Filed Apr 29, 2025 · FY20240001104659-25-040634

Open on EDGAR

  1. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2025

    PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2025 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 2025 to be held at the Pullman Miami, 5800 Waterford District Drive, Miami, Florida 33126, on Thursday, June 12, 2025 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 2024 Annual Report to Shareholders, which includes our 2024 financial statements (“2024 Annual Report”), were first made available to shareholders on or about April 29, 2025.

  2. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2025

    | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON JUNE 12, 2025 | | | The Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2024 Annual Report are available on our website at www.nclhltd.com/investors. The information that appears on our website is provided for convenience only and is not part of, and is not incorporated by reference into, this Proxy Statement. You can also view these materials at www.proxyvote.com by using the control number provided on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”). | | | | 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 2024 Annual Report, on the Internet. The Notice of Internet Availability also contains instructions on how to receive a paper copy of the proxy materials and a proxy card or voting instruction form. If you received a Notice of Internet Availability by mail or our proxy materials by e-mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials on our website at www.nclhltd.com/investors or at www.proxyvote.com. | |

  3. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2025

    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 three directors to our Board as Class III directors. Our Nominating and Governance Committee recommended, and our Board nominated, Mr. José E. Cil, Mr. Harry C. Curtis and Mr. Harry Sommer as our Class III director nominees. If elected, each of the nominees will serve until our 2028 annual general meeting and until his successor is elected and qualified, or until his 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 12, 2025

    | Class III Director Nominees (Term to Expire in 2028) |

  5. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2025

    | JOSÉ E. CIL Former Chief Executive Officer, Restaurant Brands International Inc. Age: 55 Director Since: October 2023 Independent Director Committees: • TESS (Chairperson) • Audit Favorite Norwegian Aqua Experience: “Enjoying a cigar at the Humidor Cigar Lounge” | 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 Europe f/k/a Restaurant Brands Iberia Past Public Company Boards • Board Member, Carrols Restaurant Group, Inc. (NASDAQ: TAST): January 2015 – February 2020 Current Community and Academic Boards • Board of Advisors, Belen Jesuit Preparatory School Education • J.D., University of Pennsylvania Law School • B.A., Tulane University |

  6. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2025

    | HARRY C. CURTIS Former Managing Director, Nomura Instinet Age: 67 Director Since: October 2021 Independent Director Committees: • Audit (Chairperson) • Compensation Favorite Norwegian Aqua Experience: “Golfing around the world at Tee Time” | Qualifications and Experiences that Help Us Deliver on Our Mission Mr. Curtis enhances our Board with insights gained in his approximately 30 years in equity research specializing in the gaming, lodging and leisure industry. His strengths include in-depth cruise industry knowledge, ability to identify investor sentiment and a comprehensive understanding of the key drivers of our Company’s business model. He developed a wide following and has been recognized by institutional investors for his financial expertise and innovation in equity research. Career Highlights • 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 |

  7. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2025

    | HARRY SOMMER President and Chief Executive Officer of our Company Age: 57 Director Since: July 2023 Favorite Norwegian Aqua Experience: “The Aqua Slidecoaster” | Qualifications and Experiences that Help Us Deliver on Our Mission Mr. Sommer brings his extensive knowledge and more than 30 years of experience in the cruise industry to our Board. Since becoming President and Chief Executive Officer in July 2023, Mr. Sommer has overseen the successful delivery of three newbuilds for our Company’s fleet, Norwegian Viva, Seven Seas Grandeur and Norwegian Aqua. He previously served as President and Chief Executive Officer of the Company’s largest cruise line, Norwegian Cruise Line, where he oversaw the brand’s entire operations. Under his leadership, Norwegian Cruise Line navigated the industry’s toughest period in history and relaunched operations after an approximately 500-day pause due to the pandemic-related global cruise voyage suspension. Simultaneously, he led Norwegian Cruise Line to introduce the first-in-class Norwegian Prima, the first of six ships in the brand’s new class of ships that saw record-breaking bookings in 2022. Mr. Sommer was appointed to the Board in connection with his appointment as President and Chief Executive Officer and provides a vital link between our Board and our management team. Career Highlights • 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: October 2013 – February 2015 • Senior Vice President, Finance, and Chief Information Officer of Prestige Cruises: September 2011 – October 2013 • Senior Vice President, Accounting, Chief Accounting Officer and Controller of Prestige Cruises: 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) |

  8. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2025

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

  9. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2025

    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.

  10. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2025

    | DAVID M. ABRAMS Founder and Co-Managing Partner, Velocity Capital Management Age: 58 Director Since: April 2014 Independent Director Committees: • Nominating & Governance • TESS Favorite Norwegian Aqua Experience: “Practicing free throws on the Glow Court” | 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 loan 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 |

  11. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2025

    | ZILLAH BYNG-THORNE Chief Executive Officer, Dignity plc Age: 50 Director Since: November 2022 Independent Director Committees: • Audit • Compensation Committee • Nominating & Governance Favorite Norwegian Aqua Experience: “Revolution: A Celebration of Prince” | 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 • Chief Executive Officer, Dignity plc: June 2024 – Present • Operating Partner, True Capital Limited: August 2023 – February 2024 • 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) Past Public Company Boards • Executive Chair, M&C Saatchi Group (LSE Listed) • Future plc (LSE listed) • Flutter Entertainment plc (LSE listed) • THG plc (LSE listed) • GoCo Group plc (formerly LSE listed) Prior 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) |

  12. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2025

    | JOHN CHIDSEY Former Chief Executive Officer, Subway Restaurants Age: 62 Director Since: February 2025 (Previously from April 2013 to January 2022) Independent Director Committees: • Nominating & Governance (Chairperson) • Audit Favorite Norwegian Aqua Experience: “Playing darts at the Bull’s Eye Bar” | Qualifications and Experiences that Help Us Deliver on Our Mission Mr. Chidsey contributes an in-depth understanding of the opportunities and demands of running a multi-national corporation to our Board. Through his legal, finance and accounting background and his leadership roles at Subway Restaurants, Burger King and Cendant, he developed skills that provide insight into the unique logistical demands of the cruise industry. His experience with public company leadership roles helps him align our Board with what our shareholders value most. Career Highlights • Chief Executive Officer, Subway Restaurants: November 2019 – December 2024 • Chief Executive Officer, Burger King Holdings, Inc.: April 2006 – October 2010 • President and Chief Financial Officer, Burger King Holdings, Inc.: September 2005 – April 2006 • President, North America, Burger King Holdings, Inc.: June 2004 – September 2005 • Executive Vice President, Chief Administrative and Financial Officer, Burger King Holdings, Inc.: March 2004 – June 2004 • Chairman and Chief Executive Officer, Vehicle Services Division, Cendant, a $5.9 billion division, which included Avis Rent A Car, Budget Rent A Car Systems, PHH and Wright Express, and the Financial Services Division, a $1.4 billion division, which included Jackson Hewitt; Senior Vice President, Preferred Alliances: 1996 – 2003 • Various senior leadership roles including Director of Finance, Pepsi-Cola Eastern Europe and Chief Financial Officer, PepsiCo World Trading Co., Inc.: beginning in 1992 Past Public Company Boards • Encompass Health Corporation (formerly HealthSouth Corporation) (NYSE: EHC) • Burger King Holdings, Inc., Chairman of the Board • Brinker International Inc. Education • M.B.A. in Finance and Accounting, Emory University • J.D., Emory University • B.A., Davidson College |

  13. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2025

    | STELLA DAVID Former Chief Executive Officer, William Grant & Sons Limited Age: 62 Chairperson of our Board Director Since: January 2017 Independent Director Committees: • Compensation • Nominating & Governance Favorite Norwegian Aqua Experience: “Flotation salt pool in the Mandara Spa” | Qualifications and Experiences that Help Us Deliver on Our Mission Ms. David has extensive experience running multi-national corporations and has significant expertise in marketing and branding. As the leader of William Grant & Sons Limited, she was responsible for the significant growth of the business, in particular their premium and luxury brands, and for leading the company’s expansion into new markets. In addition, Ms. David has extensive experience as a director and is able to share the knowledge she has gained regarding corporate governance and risk management with our Board. Career Highlights • Interim Chief Executive Officer, Entain plc, a sports betting and gaming group: December 2023 – August 2024 and February 2025 – Present • 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 Limited over a fifteen-year period, including Senior Vice President and Chief Marketing Officer: 2005 – 2009; and Chief Executive Officer of the U.K., Irish, Dutch and African business: 1999 – 2004 Current Public Company Boards • Entain plc: March 2021 – Present (LSE listed) Current Private Company Boards • Bacardi Limited: June 2016 – Present Past Company Boards • Domino’s Pizza Group plc: February 2021 – December 2023 (LSE listed) • Vue International: January 2023 – December 2023 • HomeServe plc: November 2010 – November 2022 (LSE listed) • C&J Clark Limited: March 2012 – February 2021 • Nationwide Building Society: 2003 – 2010 Education • Degree in Engineering, Cambridge University |

  14. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2025

    | MARY E. LANDRY Former U.S. Coast Guard Rear Admiral Age: 68 Director Since: June 2018 Independent Director Committees: • Compensation (Chairperson) • TESS Favorite Norwegian Aqua Experience: “An evening stroll on Ocean Boulevard” | Qualifications and Experiences that Help Us Deliver on Our Mission Ms. Landry developed a strong background in marine safety, risk management and government policy over the course of her 35-year career with the U.S. government, including service on the White House National Security Council and active duty in the U.S. Coast Guard. In her roles with the U.S. Coast Guard and the White House, Ms. Landry worked on cybersecurity preparedness, policy and guidance. She brings expertise regarding the maritime operations of our Company and deep insight regarding risk mitigation, preparedness, resilience and cybersecurity strategies to our Board. Career Highlights • White House National Security Council, Special Assistant to the President and Senior Director for Resilience Policy: 2013 – 2014 • Various active-duty positions with the U.S. Coast Guard, including: Director, Incident Management Preparedness Policy: 2012 – 2015; Commander, Eighth Coast Guard District: 2009 – 2011, where she oversaw operations for a region including 26 states with over 10,000 active, reserve, civilian, and auxiliary personnel under her command; Director of Governmental and Public Affairs: 2007 – 2009; various tours from 1980 – 2007, which culminated in her advancement to Rear Admiral Current Industry Boards • United States Automobile Association (“USAA”) – Chairperson of the Compensation and Workforce Committee and member of the Risk & Compliance Committee • Sea Machines Robotics – Advisory Board Member • National Association of Corporate Directors (“NACD”), Florida Chapter – Board Member Past Industry Boards • SCORE Association Education • National Security Fellowship, Harvard University • M.A. in Marine Affairs, University of Rhode Island • M.A. in Management, Webster University • B.A. in English, University of Buffalo • NACD Board Leadership Fellow • NACD Directorship Certified® • Holds the NACD CERT Certificate in Cybersecurity Oversight • Holds Corporate Director Certificate, Harvard Business School |

  15. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 12, 2025

    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 annual general meeting in June 2024, approximately 89.25% of the votes cast were in favor of the 2023 compensation of our NEOs (our 2024 “Say-on-Pay Vote”). While our Company was pleased to see the improvement in our results from the previous year, our Board and Compensation Committee felt that it was important to continue soliciting feedback from our shareholders. We engaged directly with our shareholders to discuss our compensation program throughout 2024 and 2025. We initiated engagement about our compensation program during early 2025 with our top institutional holders, which represented approximately 35% of our total outstanding shares as of year-end 2024. We held conversations, sometimes over the course of multiple meetings, with holders representing approximately 20% of our outstanding shares as of year-end 2024. Board of Directors

  16. Sailing Safely

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | David M. Abrams(4) | 140,000 | 199,999 | — | — | — | — | 339,999 | | Zillah Byng-Thorne | 160,000 | 199,999 | — | — | — | — | 359,999 | | José E. Cil(4) | 160,000 | 199,999 | — | — | — | — | 359,999 | | Harry C. Curtis | 160,000 | 199,999 | — | — | — | — | 359,999 | | Stella David(4) | 237,174 | 199,999 | — | — | — | — | 437,173 | | Russell W. Galbut(5) | 320,000 | 369,431 | — | — | — | 100,000 | 789,431 | | Mary E. Landry | 160,000 | 199,999 | — | — | — | — | 359,999 |

  17. Key Investor Feedback

    | WHAT WE HEARD | | HOW WE RESPONDED | | | | Requested that our executive compensation performance measures be tied to our long-term targets | | In direct response to shareholder feedback, our 2025 short- and long-term incentive metrics correlate to our 2026 Charting the Course targets announced at our May 2024 Investor Day | | | Shareholders advised that they supported the improvements to the 2024 compensation program, which had been previewed in the prior Proxy Statement | | With the encouragement of our shareholders, our Compensation Committee carried the improvements to the 2024 compensation program into the 2025 compensation program | | | Requested that the Compensation Committee be thoughtful about the types of adjustments made to financial performance metrics for the executive compensation program | | Our Compensation Committee gave careful consideration to the types of adjustments that would be made to GAAP measures in the definitions of the non-GAAP metrics used for the executive compensation program to motivate the right types of management behavior | | | Advised that they were supportive of the Adjusted ROIC metric included in the 2025 long-term incentive | | Our Compensation Committee again included Adjusted ROIC as a metric in our 2025 long-term incentive | | | Supported strong alignment between executive compensation and increased shareholder value | | Our Compensation Committee strove to focus the management team on the metrics it believes will best drive our Company’s performance for the 2024 and 2025 executive compensation program |

  18. Base Salaries

    Base Salaries Each NEO is party to an employment agreement which provides a minimum base salary, subject to annual review by our Compensation Committee. Decisions regarding adjustments to base salaries are made at the discretion of our Compensation Committee, as all automatic base salary increases have been eliminated. Base salaries are used to attract and retain highly qualified executives. In reviewing base salary levels for our NEOs, our Compensation Committee considers the following factors: job responsibilities, leadership and experience, value to our Company, the recommendations of our President and Chief Executive Officer (other than with respect to his own base salary) and the base salaries of executives in comparable positions at our Peer Group (as defined below) companies. Adjustments to both Mr. Sommer’s base salary and Mr. Herrera’s base salary were made following a careful review of benchmarking of comparable roles to bring both executives closer to median base salaries for other similarly situated executives in the Peer Group due to their contributions to the Company’s financial performance in 2024.

  19. Base Salaries

    (1) Effective January 1, 2025, following a benchmarking review against our Peer Group, our Compensation Committee increased annual base salaries as follows: Mr. Sommer — $1,300,000; Mr. Kempa — $975,000; Mr. Dahlgren — $975,000; Mr. Farkas — $750,000 and Mr. Herrera — $975,000. (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. Effective January 1, 2024, Mr. Herrera’s base salary was increased to $800,000 and effective July 1, 2024, Mr. Herrera’s base salary was increased to $900,000. (3) Reflects annualized base salary. Mr. Dahlgren began employment on June 12, 2023. His pro-rated base salary for 2023 was $500,548.

  20. 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 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 minimum annual cash bonus opportunity was developed by our Compensation Committee in connection with his employment agreement; however, the opportunity and performance metrics are considered and 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. 2024 Annual Performance Incentive Metrics. For 2024, our NEOs 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 $2.2 billion marked a rigorous goal for 2024 as it represented an over 18% increase in our Adjusted EBITDA performance versus our 2023 Adjusted EBITDA of $1.86 billion. The strategic metric related to health and safety was selected as the health and safety of our guests and crew is paramount to our guests choosing us as their preferred vacation provider. 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 remain in compliance with current and proposed regulations. The payouts for our health and safety and sustainability metrics were capped at the target amount.

  21. 2024 Annual Performance Incentive Metrics

    2024 Annual Performance Incentive Metrics January 1, 2024 - December 31, 2024 Performance Period The following table summarizes our Company’s actual performance under each metric:

  22. 2024 Annual Performance Incentive Metrics

    | 2024 Metric Category | Threshold Metric | Target Metric | Maximum Metric | Actual 2024 Performance | % of Target (100% of Possible 200%) | Payout | | Adjusted EBITDA | $2.016 billion | $2.200 billion | $2.359 billion | $2.534 billion(1) | 0-80% | Maximum (180)% | | Strategic Health & Safety Goal | — | Successfully clear all Passenger Ship Safety Certificate inspections, securing a full-term or short-term certificate for our fleet and our fleet average United States Public Health inspection score is 92 or above | — | Our Compensation Committee determined we achieved both goals | 0-10% | Target (10)% | | Sustainability Metric | — | Earned if by the end of 2024, 59% of our fleet had shore power installed | — | Our Compensation Committee determined that over 59% of our fleet had shore power installed by the end of 2024 | 0-10% | Target (10)% | | | | | | Total Payout: | | 200% |

  23. 2024 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 $2.451 billion for 2024. The following table summarizes the target amount and actual payout of our 2024 annual performance incentives for each NEO.

  24. 2024 Annual Performance Incentive Metrics

    | Name | Target Annual Performance Incentive Amount | Actual Annual Performance Incentive Paid | % of Target Paid | | Harry Sommer | $2,300,000 (200% of base salary) | $4,600,000 | 200% | | Mark A. Kempa | $940,000 (100% of base salary) | $1,880,000 | 200% | | Patrik Dahlgren | $920,000 (100% of base salary) | $1,840,000 | 200% | | Daniel S. Farkas | $717,500 (100% of base salary) | $1,435,000 | 200% | | David Herrera | $1,250,273 (~147% of base salary) | $2,100,546 | 200% |

  25. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The following table summarizes the equity awards our Compensation Committee granted in 2024 and how they accomplish our compensation objectives. Our Compensation Committee did not award any cash retention awards during 2024, but some of our NEOs did receive payments of previously disclosed cash retention awards made in 2022.

  26. Long-Term Equity Incentive Compensation

    | Components of Long-Term Equity Incentive Compensation | What It Is | Why We Use It | 2024 Weighting | | Regular-cycle PSUs (performance share units), granted March 2024 | Opportunity to receive a specified number of shares based on achievement of performance objectives determined by our Compensation Committee. Includes an additional service requirement following the end of the performance period. | Focuses our NEOs on the achievement of key performance objectives over a multi-year period. Serves as a retention incentive. | 50% of total target equity award | | Regular-cycle RSUs (restricted share units), granted March 2024 | Right to receive a specified number of shares at the time the award vests. Value fluctuates with the price of our ordinary shares. Vests in three equal installments in March 2025, 2026 and 2027. | Aligns our NEOs’ interests with those of our shareholders. Serves as a retention incentive. | 50% of total target equity award |

  27. Long-Term Equity Incentive Compensation

    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. 2024 NEO Equity Awards. Prior to the issuance of our NEOs’ 2024 equity award, our Compensation Committee Chairperson, Ms. Mary Landry, engaged with our top shareholders to solicit their thoughts on our compensation program, including the types of metrics we use for our long-term incentives. Our Compensation Committee also worked with their independent compensation consultant, Korn Ferry, to review our equity award practices and compare them with our Peers. Our Compensation Committee again believed that Adjusted EPS was an important metric to drive our Company forward. Half of the total potential value of our 2024 PSU awards are subject to an average Adjusted EPS growth metric from December 31, 2023 to December 31, 2026. Our shareholders also communicated that they valued Adjusted ROIC as a metric as it focused the management team on effectively deploying our capital. Our Compensation Committee valued that feedback and determined that the other half of the total potential value of our 2024 PSU awards would be subject to a metric based on Adjusted ROIC measured as of December 31, 2026. Pro-rata achievement between the threshold, target and max targets is possible. The metrics for our 2024 equity awards were approved in February 2024, prior to our May 2024 Investor Day where we set long-term targets for 2026. Because of this timing delay, the Adjusted ROIC metric included in the February 2024 equity awards was not completely aligned with these targets which were determined in May. Our Compensation Committee aligned our equity awards granted in February 2025 with our 2026 Charting the Course targets to reinforce the importance of achieving these targets to the management team.

  28. 2024 Equity Awards

    2024 Equity Awards On March 1, 2024, our NEOs received an annual award of RSUs and target award of PSUs worth the following amounts as of the date of the award:

  29. 2024 Equity Awards

    | Name | Target PSU Value | RSU Value | | Harry Sommer | $3,000,000 | $3,000,000 | | Mark Kempa | $1,060,000 | $1,060,000 | | Patrik Dahlgren | $1,030,000 | $1,030,000 | | Daniel S. Farkas | $1,025,000 | $1,025,000 | | David Herrera | $835,000 | $835,000 |

  30. 2024 Equity Awards

    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. In each case above, the RSU awards vest in three equal installments on March 1, 2025, 2026 and 2027. Prior Year PSU Payout Results. Pursuant to the terms of the March 1, 2022 award agreements with Mr. Sommer, Mr. Kempa and Mr. Farkas, the target metric for the March 2022 PSUs 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. Mr. Sommer, Mr. Kempa and Mr. Farkas could earn an additional 100% 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. Our Compensation Committee determined our Company’s performance through December 31, 2024 and determined that Mr. Sommer, Mr. Kempa and Mr. Farkas had earned the maximum number of shares pursuant to the PSUs award agreements. 2025 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 2025 annual equity awards. Based on requests from our shareholders, our Compensation Committee selected metrics for our short- and long-term incentives that closely tracked the metrics in our 2026 Charting the Course targets. See “Terms Used in this Proxy Statement” for definitions of Adjusted EPS, Adjusted Operational EBITDA Margin, Net Leverage and Adjusted ROIC.

  31. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards Our Company grants equity awards, and can, and has in the past granted stock options. Our Company has not granted stock options since 2016 and does not currently intend to do so in the future. Neither the Board nor the Compensation Committee takes material nonpublic information into account when determining the timing or terms of equity awards, nor does our Company time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  32. Severance Arrangements and Change in Control Benefits

    Severance Arrangements and Change in Control Benefits Each of our NEOs is 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 of payments 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 NEOs 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 2023, our Compensation Committee 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. Our Peer Group, which was used as a reference point in determining 2024 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 November 2024, our Compensation Committee again reviewed our Peer Group with assistance from Korn Ferry. Our Compensation Committee determined that our Company’s trailing twelve-month revenue was at about the 64th percentile amongst our Peer Group at that time. Our Compensation Committee determined that the Peer Group was sufficiently robust and balanced. 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 has 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 ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Harry Sommer President and Chief Executive Officer | 2024 | 1,150,000 | 1,000,000 | 5,999,962 | — | 4,600,000 | 61,697 | 12,811,659 | | | 2023 | 1,000,822 | 1,000,000 | 5,224,983 | — | 1,572,551 | 66,236 | 8,864,592 | | | 2022 | 900,000 | — | 1,895,383 | — | 1,800,000 | 55,310 | 4,650,693 | | Mark A. Kempa Executive Vice President and Chief Financial Officer | 2024 | 940,000 | 1,000,000 | 2,119,971 | — | 1,880,000 | 41,531 | 5,981,502 | | | 2023 | 900,000 | 1,000,000 | 1,999,994 | — | 999,000 | 40,152 | 4,939,146 | | | 2022 | 900,000 | — | 1,895,383 | — | 1,800,000 | 54,257 | 4,649,640 | | Patrik Dahlgren Executive Vice President, Chief Vessel Operations and Newbuild Officer | 2024 | 920,000 | — | 2,059,979 | — | 1,840,000 | 46,830 | 4,866,809 | | | 2023 | 500,548 | 2,900,000 | 1,999,984 | — | 555,609 | 21,312 | 5,977,453 | | Daniel S. Farkas Executive Vice President, General Counsel, Chief Development Officer and Secretary | 2024 | 717,500 | 1,000,000 | 2,049,987 | — | 1,435,000 | 46,591 | 5,249,078 | | | 2023 | 700,000 | 1,000,000 | 1,999,994 | — | 777,000 | 44,232 | 4,521,226 | | David Herrera President, Norwegian Cruise Line | 2024 | 850,273 | — | 1,669,974 | — | 2,100,546 | 46,691 | 4,667,484 | | | 2023 | 682,192 | — | 1,274,987 | — | 705,231 | 39,137 | 2,701,547 |

  38. Compensation Committee of the Board of Directors

    (1) Mr. Sommer, Mr. Kempa and Mr. Farkas became entitled to the payment of their previously disclosed retention bonuses in March 2023 and 2024 in connection with their cash retention award agreements which were entered into in March 2022. (2) For 2024, 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 2024. 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, 2024 PSU awards granted to Mr. Sommer, Mr. Kempa, Mr. Dahlgren, Mr. Farkas and Mr. Herrera all vest between 0% and 200% based on performance conditions. The fair value of the PSUs is reported based on the probable outcome of the performance conditions at the time of grant, which was 100%, and the closing market price of our ordinary shares on the date of grant. The value of all PSU awards granted during 2024 to the following NEOs, assuming a maximum achievement of 200%, would have been as follows: Mr. Sommer — $5,999,962; Mr. Kempa — $2,119,971, Mr. Dahlgren — $2,059,979, Mr. Farkas — $2,049,987 and Mr. Herrera — $1,669,974. All RSUs and PSUs reported in this table were awarded under our Plan. For 2024, 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 2024, as described in “Compensation Discussion and Analysis.” The following table provides detail for the amounts reported for 2024 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 ($)(c) | CEO Benefits ($)(d) | Other Benefits ($)(e) | Total ($) | | Harry Sommer | 30,000 | 5,000 | 22,896 | 2,150 | 1,651 | 61,697 | | Mark A. Kempa | 18,000 | — | 22,896 | — | 635 | 41,531 | | Patrik Dahlgren | 18,000 | 5,000 | 22,896 | — | 934 | 46,830 | | Daniel S. Farkas | 18,000 | 5,000 | 22,896 | — | 695 | 46,591 | | David Herrera | 18,000 | 5,000 | 22,896 | — | 795 | 46,691 |

  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 the following benefits for Mr. Sommer: $1,200 for home security enhancements, $550 for travel expenses and $400 for identity theft protection. (e) Represents life insurance premiums and cruise benefits (including immediate family travel). Grants of Plan-Based Awards in 2024 Table The following table presents all Plan-based awards granted to our NEOs during the year ended December 31, 2024.

  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 | | | | | | | | | | | | | 2024 Annual Cash Performance Incentive | — | 460,000 | 2,300,000 | 4,600,000 | — | — | — | — | — | — | — | | RSU Award(3) | 3/1/24 | — | — | — | — | — | — | 155,520 | — | — | 2,999,981 | | PSU Award(4) | 3/1/24 | — | — | — | 38,880 | 155,520 | 311,040 | — | — | — | 2,999,981 | | Mark A. Kempa | | | | | | | | | | | | | 2024 Annual Cash Performance Incentive | — | 188,000 | 940,000 | 1,880,000 | — | — | — | — | — | — | — | | RSU Award(3) | 3/1/24 | — | — | — | — | — | — | 54,950 | — | — | 1,059,986 | | PSU Award(4) | 3/1/24 | — | — | — | 13,738 | 54,950 | 109,900 | — | — | — | 1,059,986 | | Patrik Dahlgren | | | | | | | | | | | | | 2024 Annual Cash Performance Incentive | — | 184,000 | 920,000 | 1,840,000 | — | — | — | — | — | — | — | | RSU Award(3) | 3/1/24 | — | — | — | — | — | — | 53,395 | — | — | 1,029,990 | | PSU Award(4) | 3/1/24 | — | — | — | 13,349 | 53,395 | 106,790 | — | — | — | 1,029,990 | | Daniel S. Farkas | | | | | | | | | | | | | 2024 Annual Cash Performance Incentive | — | 143,500 | 717,500 | 1,435,000 | — | — | — | — | — | — | — | | RSU Award(3) | 3/1/24 | — | — | — | — | — | — | 53,136 | — | — | 1,024,993 | | PSU Award(4) | 3/1/24 | — | — | — | 13,284 | 53,136 | 106,272 | — | — | — | 1,024,993 | | David Herrera | | | | | | | | | | | | | 2024 Annual Cash Performance Incentive | — | 170,055 | 1,250,273 | 2,100,546 | — | — | — | — | — | — | — | | RSU Award(3) | 3/1/24 | — | — | — | — | — | — | 43,286 | — | — | 834,987 | | PSU Award(4) | 3/1/24 | — | — | — | 10,822 | 43,286 | 86,572 | — | — | — | 834,987 |

  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 2024, as described in “Compensation Discussion and Analysis.” For 2024, the performance level achieved and payable to our NEOs was 200% 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, 2025, 2026 and 2027, 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.” Outstanding Equity Awards at December 31, 2024 Table The following table presents information regarding the outstanding equity awards held by each of our NEOs as of December 31, 2024.

  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 | 44,034(5) | 1,132,995 | 102,564(7) | 2,638,972 | | | 50,000 | — | — | 59.43 | 8/3/2025 | 48,511(5) | 1,248,188 | 132,100(8) | 3,398,933 | | | 25,000 | — | — | 50.31 | 2/28/2026 | 155,520(6) | 4,001,530 | 145,532(8) | 3,744,538 | | | — | — | — | — | — | — | — | 311,040(9) | 8,003,059 | | Mark A. Kempa | 30,000 | — | — | 56.19 | 6/30/2025 | 44,034(5) | 1,132,995 | 102,564(7) | 2,638,972 | | | 15,000 | — | — | 50.31 | 2/28/2026 | 54,950(6) | 1,413,864 | 132,100(8) | 3,398,933 | | | — | — | — | — | — | — | — | 109,900(9) | 2,827,727 | | Patrik Dahlgren | — | — | — | — | — | 30,084(5) | 774,061 | 90,252(8) | 2,322,184 | | | — | — | — | — | — | 53,395(6) | 1,373,853 | 106,790(9) | 2,747,707 | | Daniel S. Farkas | 30,000 | — | — | 56.19 | 6/30/2025 | 44,034(5) | 1,132,995 | 102,564(7) | 2,638,972 | | | 15,000 | — | — | 50.31 | 2/28/2026 | 53,136(6) | 1,367,189 | 132,100(8) | 3,398,933 | | | — | — | — | — | — | — | — | 106,272(9) | 2,734,379 | | David Herrera | 30,000 | — | — | 56.19 | 6/30/2025 | 10,256(4) | 263,887 | 100,870(8) | 2,595,385 | | | 25,000 | — | — | 59.43 | 8/3/2025 | 26,420(5) | 679,787 | 86,572(9) | 2,227,498 | | | 15,000 | — | — | 50.31 | 2/28/2026 | 1,978(5) | 50,894 | — | — | | | 15,000 | — | — | 50.31 | 2/28/2026 | 43,286(6) | 1,113,749 | — | — |

  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 and time-based vesting requirements. (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 $25.73 closing price of our ordinary shares on December 31, 2024. (4) Represents a time-based RSU award that vested on March 1, 2025. (5) Represents a time-based RSU award that vests in substantially equal annual installments on March 1, 2025 and 2026. (6) Represents a time-based RSU award that vests in substantially equal annual installments on March 1, 2025, 2026 and 2027. (7) Represents a March 1, 2022 PSU award that could have vested zero 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, 2024. The second condition, up to an additional 100% of target, required that any increases to the original contract price of Seven Seas Grandeur and Norwegian Aqua were at least 50% financed with one-half 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, 2025. (8) 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. The first condition requires Adjusted EPS growth from December 31, 2023 through December 31, 2025 to outperform EPS growth of the S&P 500 Index by a percent between 5% (threshold), 10% (target) and 15% (max). The second condition, up to an additional 100% of target, requires our average booked position for the next year as of the end of 2023, 2024 and 2025 to be 60.8% (target) or greater than or equal to 61.2% (max). The amount reported assumes vesting at 200% of target. This award is subject to a time-based vesting requirement through March 1, 2026. Represents a March 1, 2024 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 — 2024 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, 2027. Option Exercises and Stock Vested in 2024 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 2024.

  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 | — | — | 157,089 | 3,030,247 | | Mark A. Kempa | — | — | 132,834 | 2,562,368 | | Patrik Dahlgren | — | — | 15,042 | 290,160 | | Daniel S. Farkas | — | — | 132,834 | 2,562,368 | | David Herrera | — | — | 30,036 | 579,394 |

  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 2024, 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

    Mr. Sommer is employed as our President and Chief Executive Officer pursuant to an employment agreement with us dated as of March 15, 2023, which details 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, which was increased in 2024 and 2025, (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.”

  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 was increased in 2024 and 2025, 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, Chief Vessel Operations and Newbuild Officer 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 was increased in 2024 and 2025, 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 was increased in 2024 and 2025, 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 was increased in 2024 and 2025, 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.” Potential Payments Upon Termination or Change in Control The following section describes the payments and benefits that would have become payable to our NEOs in connection with a termination of their employment and/or a change in control of our Company occurring on December 31, 2024. 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 |

  58. Compensation Committee of the Board of Directors

    The current employment agreements of our NEOs 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 (i) accelerated vesting for all time-based RSU awards granted beginning in 2020, (ii) a pro-rata portion of the target amount of any outstanding, unvested PSU awards granted beginning in 2020 and (iii) a pro-rata portion of any annual cash incentive actually earned. 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.

  59. 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.

  60. 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 seen 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 President and Chief Executive Officer, Mr. Sommer, was largely driven by a reset of executive compensation completed by our Compensation Committee in 2023. Increases in Mr. Sommer’s compensation in 2024 were aligned with continued improvements in our Company’s financial results. 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.

  61. Compensation Actually Paid vs. Company TSR

    Compensation Actually Paid vs. Company TSR

  62. 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 and 2024 in connection with our return to profitability and improvement in share price. As discussed above, the amount of compensation actually paid to our President and Chief Executive Officer, Mr. Sommer, was largely driven by a reset of executive compensation completed by our Compensation Committee in 2023. Increases in Mr. Sommer’s compensation in 2024 were aligned with continued improvements in our Company’s financial results. 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.

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

    Compensation Actually Paid vs. Net Income (Loss)

  64. 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 2024, 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 and 2024 as we returned to normalized operations and continued with disciplined measures to improve our financial performance.

  65. 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 February 6, 2025, 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 45,009,006 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 48,009,006 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 48,009,006 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 March 7, 2034. The proposed amendments provide for the term of the Plan to be extended until February 6, 2035, ten years from the date the proposed amended Plan was approved by our Board. As of March 12, 2025, a total of 13,980,361 ordinary shares were then subject to outstanding awards granted under the Plan, and only 4,882,447 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 2, 2025, the maximum aggregate market value of the additional 3,000,000 new shares that could be issued under the Plan is approximately $58.5 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; •

  66. 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 12, 2025, approximately 1,480 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 45,009,006 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 48,009,006 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 45,009,006 shares. If shareholders approve this Plan proposal, this limit on incentive stock options granted under the Plan will be 48,009,006 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.

  67. 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 March 7, 2034. If shareholders approve this Plan proposal, the term of the Plan will be extended to February 6, 2035. 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

  68. 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 2024, our Company expects that its award grants for 2024 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 2024, 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 $21, 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 666,667 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 2026 through 2035 (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 12, 2025. 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”), 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.

  69. Compensation Actually Paid vs. Adjusted EBITDA

    | Overhang | As of March 12, 2025 | | Shares subject to outstanding restricted share and restricted share unit awards (excluding performance-based and market based vesting awards) | 9,118,616 | | Shares subject to outstanding performance-based vesting restricted share and restricted share unit awards | 2,753,302 | | Shares subject to outstanding market-based vesting restricted share and restricted share unit awards | — | | Shares subject to outstanding options (excluding performance-based and market based vesting options)(1) | 2,108,443 | | Shares subject to outstanding performance-based vesting options(1) | — | | Shares subject to outstanding market-based vesting options(1) | — | | Shares available for new award grants | 4,882,447 |

  70. Compensation Actually Paid vs. Adjusted EBITDA

    (1) As of March 12, 2025, our 2,108,443 outstanding options granted under the Plan had a weighted-average exercise price of $55.53, and a weighted-average remaining life of 0.40 years. The weighted-average number of ordinary shares issued and outstanding in each of the last three fiscal years was 419,773,195 shares issued and outstanding in 2022, 424,424,962 shares issued and outstanding in 2023, and 435,278,605 shares issued and outstanding in 2024. The number of ordinary shares issued and outstanding as of April 2, 2025 was 443,440,226 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: • 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; and • 5,618,172 shares in 2024 (which was 1.3% of the weighted-average number of ordinary shares issued and outstanding in 2024), of which 4,673,132 shares were subject to restricted share and restricted share unit awards (excluding performance-based and market-based vesting awards), 945,040 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 (2022, 2023 and 2024) 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: 1,137,326 in 2022, 1,732,908 in 2023 and 2,190,497 in 2024. 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: 1,436,309 in 2022, 1,473,174 in 2023 and 1,271,681 in 2024. 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 2026 (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 2, 2025 was $19.50 per share. Aggregate Equity Awards Previously Granted Under the Plan As of December 31, 2024, awards covering 53,043,499 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.

  71. 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, 2024 | | Shares/Units Subject to Past Awards (#) | Shares/Units Vested as of December 31, 2024 (#) | Shares/Units Outstanding and Unvested as of December 31, 2024 (#) | | | | | Exercisable (#) | Unexercisable (#) | | | | | Named Executive Officers | | | | | | | | | Harry Sommer President and Chief Executive Officer | 150,000 | 25,000 | 125,000 | — | 1,490,965 | 519,931 | 939,301 | | Mark A. Kempa Executive Vice President and Chief Financial Officer | 113,970 | 28,970 | 45,000 | — | 904,037 | 428,756 | 443,548 | | Patrik Dahlgren Executive Vice President, Chief Vessel Operations and Newbuild Officer | — | — | — | — | 295,563 | 15,042 | 280,521 | | Daniel S. Farkas Executive Vice President, General Counsel, Chief Development Officer and Secretary | 151,429 | 51,429 | 45,000 | — | 833,535 | 371,629 | 438,106 | | David Herrera President, Norwegian Cruise Line | 85,000 | — | 85,000 | — | 447,683 | 178,301 | 269,382 | | Total for all current executive officers as a group (7 persons) | 720,399 | 105,399 | 480,000 | — | 4,911,762 | 2,304,552 | 2,436,929 | | David Abrams | — | — | — | — | 72,387 | 56,012 | 16,375 | | John Chidsey | — | — | — | — | 38,318 | 38,318 | — | | José E. Cil | — | — | — | — | 19,302 | 2,927 | 16,375 | | Harry C. Curtis | — | — | — | — | 37,609 | 26,692 | 10,917 | | Stella David | — | — | — | — | 84,914 | 68,539 | 16,375 | | Mary E. Landry | — | — | — | — | 50,158 | 39,241 | 10,917 | | Zillah Byng-Thorne | — | — | — | — | 29,293 | 18,376 | 10,917 | | Total for all current non-executive directors as a group (7 persons) | — | — | — | — | 331,981 | 250,105 | 81,876 | | Each other person who has received 5% or more of the options, warrants or rights under the Plan | 1,250,000 | — | — | — | 3,520,193 | 2,926,829 | — | | All other employees and former non-employee directors, including all current officers who are not executive officers or directors, as a group | 13,034,268 | 5,739,868 | 1,693,443 | — | 29,211,915 | 17,134,339 | 8,670,335 |

  72. 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.

  73. 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. |