DEF 14A of Norwegian Cruise Line Holdings Ltd., Apr 30, 2026

DEF 14A of Norwegian Cruise Line Holdings Ltd.

Filed Apr 30, 2026 · FY20250001104659-26-052146

Open on EDGAR

  1. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2026

    PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2026 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 2026 to be held at the Pullman Miami, 5800 Waterford District Drive, Miami, Florida 33126, on Thursday, June 11, 2026 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 2025 Annual Report to Shareholders, which includes our 2025 financial statements (“2025 Annual Report”), were first made available to shareholders on or about April 30, 2026.

  2. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2026

    | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON JUNE 11, 2026 | | | The Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2025 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 2025 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 11, 2026

    General Pursuant to our bye-laws, the number of directors on our Board must be at least seven, but no more than eleven, and is determined by resolution of our Board. Our Board currently consists of nine directors and is divided into three classes. The members of each class serve for staggered three-year terms. Each director holds office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. A director appointed by our Board to fill a vacancy (including a vacancy created by an increase in the size of our Board) will serve for the remainder of the term of the class of directors in which the vacancy occurred and until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal. At the Annual General Meeting, shareholders will be asked to elect three directors to our Board as Class I directors. Our Nominating and Governance Committee recommended, and our Board nominated, Ms. Zillah Ellen Byng-Thorne, Mr. Alex Cruz and Ms. Linda P. Jojo as our Class I director nominees. If elected, each of the nominees will serve until our 2029 annual general meeting and until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal. If any of the nominees becomes unable or unwilling for good cause to serve if elected, shares represented by validly delivered proxies will 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 11, 2026

    | Class I Director Nominees (Term to Expire in 2029) |

  5. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2026

    | ZILLAH ELLEN BYNG-THORNE Chief Executive Officer, Dignity plc Age: 51 Director Since: November 2022 Independent Director Committees: • Audit • Nominating and Governance (Chairperson) | 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, a provider of funeral services: June 2024 – Present • Operating Partner, True Capital Limited, a private equity firm and advisory business: August 2023 – February 2024 • Chief Executive Officer, Future plc, a global specialist media company: April 2014 – March 2023 • Chief Financial Officer, Future plc: November 2013 – March 2014 • Interim Chief Executive Officer, Trader Media Group Limited (owner of Autotrader Group plc): 2012 – 2013 • Chief Financial Officer, Trader Media Group Limited (owner of Autotrader Group plc): 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) |

  6. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2026

    | ALEX CRUZ Senior Advisor, McKinsey & Company and Former Chairman and Chief Executive Officer, British Airways plc Age: 60 Director Since: March 2026 Lead Independent Director Committees: • Audit • Compensation | Qualifications and Experiences that Help Us Deliver on Our Mission Mr. Cruz is a seasoned travel industry executive and transformation leader with three decades of experience driving operational excellence and customer-focused innovation at major global airlines. He brings a strong track record of leading complex organizations through transformation, enhancing customer experience, and improving operational performance. He contributes valuable insight on global operations, strategic transformation, and customer-centric innovation. Career Highlights • Senior Advisor, McKinsey & Company, Inc., a global management consulting firm: 2021 – Present • Executive Chairman, PortAventura Entertainment, S.A.U., an entertainment resort: 2021 – 2026 • Chairman and Chief Executive Officer, British Airways Plc, a global airline company: 2016 – 2021 • Chief Executive Officer and Chairman, Vueling, S.A.: 2009 – 2016 • Chief Executive Officer, Clickair, S.A.: 2006 – 2009 • Partner, Accenture plc: 2005 – 2006 • Founder and Managing Director, Alnad Ltd.: 2001 – 2004 • Associate Partner, Arthur D. Little, Inc.: 2000 – 2001 Current Private Company Boards • Vice Chairman of the Board, WestJet Airlines Ltd. • Vice Chairman of the Board, Recaro Aircraft Seating GmbH & Co. KG • Director, PortAventura Entertainment, S.A.U. • Director, Fetcherr Ltd. Prior Private Company Boards • Non-Executive Director, Caravelo, S.L. • Non-Executive Director, Sherpa.ai Education • M.S. in Industrial Engineering, The Ohio State University • B.S. in Computer Integrated Manufacturing, Central Michigan University |

  7. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2026

    | LINDA P. JOJO Former Executive Vice President and Chief Customer Officer, United Airlines Holdings, Inc. Age: 60 Director Since: May 2025 Independent Director Committees: • Nominating and Governance • TESS (Chairperson) | Qualifications and Experiences that Help Us Deliver on Our Mission Ms. Jojo brings over 35 years of experience in information technology, cybersecurity and customer experience to our Board. Her expertise includes leading complex information technology for both travel and telecommunications companies and overseeing matters involving digital technology, call centers and customer solutions. In her role at United Airlines Holdings, Inc., Ms. Jojo oversaw major technological modernization initiatives which positioned technology as a key driver of growth for the company. We expect that Ms. Jojo’s guidance will be invaluable as the Company continues its technological journey. Career Highlights • Various executive positions at United Airlines Holdings, Inc./United Airlines, Inc., an international air transportation company, including Executive Vice President and Chief Customer Officer: July 2022 – January 2025; Executive Vice President, Technology and Chief Digital Officer: June 2017 – July 2022; Executive Vice President and Chief Information Officer: November 2014 – June 2017 • Executive Vice President and Chief Information Officer, Rogers Communications Inc., a communications and media company: July 2011 – October 2014 • Senior Vice President and Chief Information Officer, Energy Future Holdings Corp., an electric utility company: October 2008 – June 2011 • Positions at Flowserve Corporation, a manufacturer and aftermarket service provider of flow control systems, including Senior Vice President and Chief Information Officer: 2006 – 2008; Vice President and Chief Information Officer: 2004 – 2006 • Various technology leadership positions at General Electric Company, a multinational industrial conglomerate, from 1991 through 2004, including Chief Information Officer, GE Silicones: 2000 – 2004 • Systems Analyst, Genesys Consulting Services, Inc. (for GE Power Systems): 1990 – 1991 • Positions at Digital Equipment Corporation, a computer manufacturer, Senior Systems Analyst: 1989 – 1990; Systems Analyst: 1987 – 1989 Current Public Company Boards • Exelon Corporation (NASDAQ: EXC) • Bunge Global SA (NYSE: BG) Current Private Boards • Hero Digital, LLC Past Private Boards • Federal Reserve Bank of Chicago Education • M.S. in Industrial Engineering, Rensselaer Polytechnic Institute • B.S. in Computer Science, Rensselaer Polytechnic Institute |

  8. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2026

    Board Recommendation

  9. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2026

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

  10. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2026

    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.

  11. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2026

    | JOHN W. CHIDSEY President and Chief Executive Officer of our Company Age: 63 Chairperson of our Board Director Since: February 2025 (Previously from April 2013 to January 2022) | Qualifications and Experiences that Help Us Deliver on Our Mission Mr. Chidsey is a seasoned consumer brand executive with extensive experience leading large, multinational businesses through transformation and growth. He brings a proven track record of strategic execution, operational rigor and financial discipline, along with a deep understanding of asset-intensive business models. As Chairperson, President and Chief Executive Officer of our Company, Mr. Chidsey contributes valuable insight to our Board on the Company’s strategic priorities, competitive landscape and capital allocation initiatives, reinforcing focus on exceptional guest experiences, improved profitability and long-term shareholder value creation. Career Highlights • President and Chief Executive Officer, NCLH: February 2026 – Present • Chief Executive Officer, Subway Restaurants, a global fast-food restaurant chain: 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 Current Public Company Boards • HCA Healthcare, Inc. (NYSE: HCA) 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 |

  12. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2026

    | KEVIN A. LANSBERRY Former Executive Vice President and Chief Financial Officer of Disney Experiences, The Walt Disney Company Age: 62 Director Since: March 2026 Independent Director Committees: • TESS | Qualifications and Experiences that Help Us Deliver on Our Mission Mr. Lansberry is an experienced financial executive with extensive leadership in finance, operations, and global business management within large-scale consumer and entertainment organizations, including their cruise operations. He brings deep expertise in financial strategy, operational excellence, and global consumer businesses and provides valuable insight on financial planning, large-scale operations, and global business strategy. Career Highlights • Various senior leadership roles at The Walt Disney Company (NYSE: DIS), an international family entertainment and media enterprise, over a nearly forty-year period, including: • Executive Vice President and Chief Financial Officer of Disney Experiences: 2024 – 2026 • Interim Chief Financial Officer of The Walt Disney Company: 2023 • Executive Vice President and Chief Financial Officer of Disney Parks, Experiences and Consumer Products: 2018 – 2023 • Executive Vice President and Chief Financial Officer of Walt Disney Parks and Resorts: 2017 – 2018 • Chief Financial Officer of Domestic and International Businesses, Walt Disney Parks and Resorts: 2015 – 2017 • Chief Financial Officer of Domestic Parks and Resorts of Walt Disney: 2013 – 2015 • Senior Vice President, Revenue Management and Analytics of Walt Disney: 2011 – 2013 • Senior Vice President, Worldwide Travel Operations: 2010 – 2011 Current Nonprofit Boards • Director, Ball State University Foundation Education • M.B.A. in Finance and Management, Crummer Graduate School of Business at Rollins College • B.S. in Finance, Ball State University, Miller College of Business |

  13. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2026

    | STEPHEN G. PAGLIUCA Senior Advisor and Former Managing Director and Co-Chair, Bain Capital Age: 71 Director Since: March 2026 Independent Director Committees: • Compensation (Chairperson) • Nominating and Governance | Qualifications and Experiences that Help Us Deliver on Our Mission Mr. Pagliuca is a seasoned investment executive with more than three decades of experience in private equity, investing, and global business leadership. He brings extensive expertise in investment strategy, governance, and scaling complex organizations across multiple industries, including travel, leisure, and experiential businesses. Through his board and investment experience, he has developed valuable insight into asset-intensive operations, including cruise and hospitality businesses, as well as consumer-facing service models. He contributes a strong perspective on capital allocation, strategic growth, and operational performance, supporting the Company’s focus on delivering exceptional guest experiences and long-term shareholder value. Career Highlights • Various senior leadership roles at Bain Capital, L.P., a global private investment firm, including Co-Chair: 2016 – 2023; Managing Director: 1989 – 2016; and currently Senior Advisor to the Private Equity Team: 2023 – Present • Founder and CEO, PagsGroup, an investment firm: 2019 – Present • Trustee, Pagliuca Family Foundation: 1999 – Present • Principal Owner and Co-Chairman, Atalanta B.C.: 2022 – Present • Managing Partner and Co-Owner, Boston Celtics: 2002 – 2025 Current Public Company Boards • Director, Coherent Corp. (NYSE: COHR) • Director, Gartner, Inc. (NYSE: IT) Past Private Company Boards • Director, Virgin Voyages Education • M.B.A., Harvard Business School • B.A., Duke University |

  14. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2026

    | JOSÉ E. CIL Senior Partner and Global Head of Consumer and Chairman of Restaurant Portfolio, JAB Holding Company S.a.r.l. Age: 56 Director Since: October 2023 Independent Director Committees: • Audit (Chairperson) • TESS | 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. In his role with JAB Holding Company, he focuses on creating high-performing cultures across a portfolio of iconic fast-casual brands, including Panera Bread, Einstein Bros. Bagels, Caribou Coffee, Pret A Manger and Espresso House. Mr. Cil also led the development of Restaurant Brands International Inc.’s (“RBI”) sustainability framework, Restaurant Brands for Good, during his tenure. Career Highlights • Senior Partner and Global Head of Consumer, JAB Holding Company S.a.r.l., an investment firm: November 2025 – Present • Chairman of Restaurant Portfolio, JAB Holding Company S.a.r.l.: May 2025 – Present • Advisor, RBI, a global quick-service restaurant holding company: 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 Corporation: 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 |

  15. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2026

    | JONATHAN Z. COHEN Founder, Chief Executive Officer and President, Hepco Capital Management, LLC Age: 55 Director Since: March 2026 Independent Director Committees: • Audit • Compensation | Qualifications and Experiences that Help Us Deliver on Our Mission Mr. Cohen is a seasoned investment executive with more than three decades of experience in alternative asset management, financial services, energy, and real estate. He brings deep expertise in capital allocation, corporate governance, and strategic transactions and has built and led multiple investment platforms and operating companies. He provides valuable insight into investment strategy, governance, and complex financial structures. Career Highlights • Founder, Chief Executive Officer and President, Hepco Capital Management, LLC, an investment firm: 2016 – Present • Chief Executive Officer, Falcon Minerals Corporation (formerly Nasdaq: FLMN): 2018 • Co-Founder and Executive Chairman of the Board, Atlas Energy Group (formerly NYSE: AEG): 2015 – 2017, and held various leadership positions including Executive Chairman of the Board and Executive Vice-Chairman of the Board of its predecessors and affiliates, including Atlas Energy Inc. (formerly NYSE: ATLS) from its formation in 1998 – 2011, and Atlas Pipeline Partners, LP (formerly NYSE: APL) from its formation in 1999 – 2015 • President and Chief Executive Officer, Resource America, Inc. (Nasdaq: REXI), an alternative asset management company: 2004 – 2016, and held other senior management positions from 1997 – 2004 • Founder, Chief Executive Officer and President, Resource Capital Corp. (formerly NYSE: RSO) (n/k/a ACRES Commercial Realty Corp.): 2005 – 2016 • Co-Founder, General Partner and Chairman, Arc Logistics Partners LP, an energy investment partnership (formerly NYSE: ARCX): 2006 – 2017 • Founder and General Partner, Castine Capital Management, LLC, an investment adviser firm and hedge fund manager: 2003 – 2020 • Founder, Chairman and/or CEO of various Special Purpose Acquisition Companies from 2017 – Present, including Osprey Energy Acquisition Corp. (formerly Nasdaq: OSPR), Osprey Technology Acquisition Corp. (formerly NYSE: SFTW), Crane Harbor Acquisition Corp. (formerly Nasdaq: CHAC) and Crane Harbor Acquisition Corp. II (Nasdaq: CRAN) Current Public Company Boards • Marathon Petroleum Corporation (NYSE: MPC) • Crane Harbor Acquisition Corp. II (Nasdaq: CRAN) Past Public Company Boards • Resource Capital Corp. (formerly NYSE: RSO) (n/k/a ACRES Commercial Realty Corp.) • Resource America, Inc. (formerly Nasdaq: REXI) • Atlas Energy Group (formerly NYSE: AEG), Atlas Energy Inc. (formerly NYSE: ATLS), Atlas Pipeline Partners, LP (formerly NYSE: APL) and related companies • Energen Corporation (formerly NYSE: EGN) • Crane Harbor Acquisition Corp. (formerly Nasdaq: CHAC) • Osprey Technology Acquisition Corp. (formerly NYSE: SFTW) • Osprey Energy Acquisition Corp. (formerly Nasdaq: OSPR) • Falcon Minerals Corporation (formerly Nasdaq: FLMN) • Titan Energy, LLC (formerly OTC: TTEN) Current Nonprofit Boards • College of Arts and Sciences Advisory Board at the University of Pennsylvania • Lincoln Center Theater (Vice Chair) • Board of Trustees of the East Harlem School • Board of Trustees of the Arete Foundation • Board of Trustees of The American School of Classical Studies in Athens, Greece Education • J.D., American University Washington College of Law • B.A., University of Pennsylvania |

  16. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2026

    | BRIAN P. MACDONALD President and Chief Executive Officer, CDK Global, Inc. Age: 60 Director Since: March 2026 Independent Director Committees: • Nominating and Governance • TESS | Qualifications and Experiences that Help Us Deliver on Our Mission Mr. MacDonald is an experienced executive with more than three decades of leadership across the automotive, energy, and technology sectors. He brings strong expertise in financial management, operational leadership, and public company governance. Mr. MacDonald currently serves as President and Chief Executive Officer of CDK Global, Inc., a leading automotive retail software provider, and has held numerous senior leadership roles across public and private companies. He provides valuable insight on operational execution, financial discipline, and technology-enabled business transformation. Career Highlights • President and Chief Executive Officer, CDK Global, Inc. (formerly Nasdaq: CDK): 2022 – Present and 2016 – 2018 • Chief Executive Officer and President, Hertz Equipment Rental Corporation: 2014 – 2015 • Interim Chief Executive Officer, Hertz Corporation: 2014 • President and Chief Executive Officer, ETP Holdco Corporation: 2012 – 2013 • Various roles at Sunoco Corporation (formerly NYSE: SUN), including Chairman, Chief Executive Officer and President (2012) and Senior Vice President and Chief Financial Officer (2009 – 2012) • Various senior financial roles at Dell Inc. (NYSE: DELL) (n/k/a Dell Technologies Inc.), including Chief Financial Officer of Large Enterprise Business Unit and Vice President Treasury of Tax and Corporate Planning: beginning 2002 • Various positions in financial management at General Motors Corporation (n/k/a General Motors Company (NYSE: GM)), including as Deputy Chief Financial Officer for Isuzu Motors Limited Current Public Company Boards • Suncor Energy Inc. (NYSE: SU) Past Public Company Boards • Computer Sciences Corporation (formerly NYSE: CSC) • Ally Financial Inc. (NYSE: ALLY) • Sunoco Logistics Partners L.P. (formerly NYSE: SXL) Education • M.B.A., McGill University • B.S. in Chemistry, Mount Allison University |

  17. PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2026

    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 2025, approximately 96.74% of the votes cast were in favor of the 2024 compensation of our NEOs (the “2025 Say-on-Pay Vote”). Our Company was pleased to see the high level of support received from our shareholders. Our Board and Compensation Committee nevertheless feel that it is important to continue soliciting feedback from our shareholders to promote continued alignment. We engaged directly with our shareholders to discuss our compensation program and other governance topics throughout 2025 and 2026. We initiated engagement about our compensation program during early 2026 with our top institutional holders, which represented approximately 58% of our total outstanding shares as of year-end 2025. We held conversations, sometimes over the course of multiple meetings, with holders representing approximately 22% of our outstanding shares as of year-end 2025. Board of Directors

  18. Board Meeting Attendance

    | 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 Ellen Byng-Thorne | 160,000 | 199,999 | — | — | — | — | 359,999 | | John W. Chidsey | 144,444 | 183,323 | — | — | — | — | 327,767 | | José E. Cil(4) | 160,000 | 199,999 | — | — | — | — | 359,999 | | Harry C. Curtis | 160,000 | 199,999 | — | — | — | — | 359,999 | | Stella David(4) | 366,944 | 199,999 | — | — | — | — | 566,943 | | Mary E. Landry | 160,000 | 199,999 | — | — | — | — | 359,999 | | Linda P. Jojo | 78,132 | 133,322 | — | — | — | — | 211,454 |

  19. Key Investor Feedback

    | WHAT WE HEARD | | HOW WE RESPONDED | | | | Supported strong alignment between executive compensation and increased shareholder value | | Increased weighting for 2026 annual long-term incentives from being 50% performance-based to 60% performance-based | | | | | 60% of new CEO’s 2026 long-term incentive is based on total shareholder return (“TSR”) compounded annual growth rates over a four-year period | | | | | Added a relative TSR modifier to 2026 long-term incentives for other NEOs | | | Shareholders advised that they supported the improvements to the 2025 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 2025 compensation program into the 2026 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 being included in the NEOs’ long-term incentives | | Our Compensation Committee again included Adjusted ROIC as a metric in our 2025 and 2026 long-term incentives |

  20. 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 base salaries were made following a careful review of benchmarking of comparable roles due to their contributions to the Company’s financial performance in 2025.

  21. Base Salaries

    (1) Effective January 1, 2026, following a benchmarking review against our Peer Group, our Compensation Committee increased annual base salaries as follows: Mr. Kempa — $1,000,000; Mr. Dahlgren — $1,000,000; Mr. Farkas — $775,000 and Mr. Montague — $1,000,000. Mr. Sommer’s annual base salary for 2026 was not increased. Mr. Sommer’s increase in annual base salary from 2024 to 2025 was market driven and made to bring Mr. Sommer closer to the peer median for annual base salaries. (2) Reflects blended rates. 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. Herrera was terminated from his position on August 20, 2025. Mr. Montague was appointed to his role on February 17, 2025. Prior to that, Mr. Montague received an annualized base salary of $500,000 for his role as Special Advisor.

  22. Annual Performance Incentives

    Annual Performance Incentives Each of our NEOs is eligible for an annual cash performance incentive based on the attainment of performance objectives for the fiscal year. Annual cash performance incentives ensure that a portion of our NEOs’ annual compensation is at risk, based on our performance against pre-established, objective targets. Our Compensation Committee uses annual cash performance incentives to motivate our NEOs to achieve our annual financial and strategic objectives and to attract and retain top executives. Target Annual Cash Performance Incentive Opportunities. Our Compensation Committee annually establishes each NEO’s 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 were 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. 2025 Annual Performance Incentive Metrics. For 2025, 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 are made for achievement between the specified targets in the Adjusted EPS table below and the maximum amount that could have been paid for outperformance was 200% of target. Our Compensation Committee chose Adjusted EPS 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 EPS metric of $2.09 marked a rigorous goal for 2025 as it represented an over 18% increase in our Adjusted EPS performance versus our 2024 Adjusted EPS of $1.77. 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.

  23. 2025 Annual Performance Incentive Metrics

    2025 Annual Performance Incentive Metrics January 1, 2025 - December 31, 2025 Performance Period The following table summarizes our Company’s actual performance under each metric:

  24. 2025 Annual Performance Incentive Metrics

    | 2025 Metric Category | Threshold Metric | Target Metric | Maximum Metric | Actual 2025 Performance | % of Target (100% of Possible 200%) | Payout | | Adjusted EPS | $1.79 | $2.09 | $2.33 | $2.12(1) | 0-80% | Slightly above target 90.8% | | 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 that in 2025 our Company successfully cleared all Passenger Ship Safety Certificate inspections and our fleet average United States Public Health inspection score was ~97.4 | 0-10% | Target 10% | | Sustainability Metric | — | Earned if we reduced greenhouse gas intensity for 2025 by 3%, compared with a 2019 baseline with intensity measured on a per Capacity Day basis. The target covers the Company’s emissions from its fleet of ships, islands and facilities (Scopes 1 & 2) as well as upstream fuel- and energy-related activities, including well-to-tank emissions (portion of Scope 3) | — | Our Compensation Committee determined that we achieved a 7.31% reduction in greenhouse gas intensity for 2025 vs. 2019 | 0-10% | Target 10% | | | | | | Total Payout: | | 110.8% |

  25. 2025 Annual Performance Incentive Metrics

    (1) Amount shown reflects Adjusted EPS approved by our Compensation Committee, which includes additional adjustments provided for in the definition of Adjusted EPS for purposes of our annual cash performance incentives. See “Terms Used in this Proxy Statement” for the related definition. Adjusted EPS as reported in our Annual Report on Form 10-K is defined differently, and was $2.11 for 2025 which represented a modest one cent difference from the amount used for incentive plan purposes). The following table summarizes the target amount and actual payout of our 2025 annual performance incentives for each NEO.

  26. 2025 Annual Performance Incentive Metrics

    | Name | Target Annual Performance Incentive Amount | Actual Annual Performance Incentive Paid | % of Target Paid | | Harry Sommer | $2,600,000 (200% of base salary) | $2,880,800 | 110.8% | | Mark A. Kempa | $975,000 (100% of base salary) | $1,080,300 | 110.8% | | Patrik Dahlgren | $975,000 (100% of base salary) | $1,080,300 | 110.8% | | Daniel S. Farkas | $750,000 (100% of base salary) | $831,000 | 110.8% | | David Herrera | $975,000 (100% of base salary) | $686,656(1) | 110.8% | | Jason Montague | $975,000 (100% of annualized base salary) | $1,080,300 | 110.8% |

  27. 2025 Annual Performance Incentive Metrics

    (1) Mr. Herrera’s bonus was pro-rated to reflect his termination on August 20, 2025.

  28. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The following table summarizes the equity awards our Compensation Committee granted in 2025 and how they accomplish our compensation objectives.

  29. Long-Term Equity Incentive Compensation

    | Components of Long-Term Equity Incentive Compensation | What It Is | Why We Use It | 2025 Weighting | | Regular-cycle PSUs (performance share units), granted March 2025 | 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 2025 | 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 2026, 2027 and 2028. | Aligns our NEOs’ interests with those of our shareholders. Serves as a retention incentive. | 50% of total target equity award |

  30. Long-Term Equity Incentive Compensation

    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. 2025 NEO Equity Awards. Prior to the issuance of our NEOs’ 2025 equity awards, we 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. During our engagement, our shareholders emphasized the importance of aligning our management team’s 2025 compensation with our then established long-term strategy and publicly announced Charting the Course initiative and communicated that they valued Adjusted ROIC as a metric as it focused the management team on effectively deploying our capital. In direct response to shareholder feedback, our Compensation Committee aligned the metrics used in our equity awards granted in March 2025 with our then current long-term growth strategy. Our Compensation Committee continues to evaluate appropriate long-term performance goals to ensure alignment with our strategic direction and shareholder interests. One third of the 2025 equity awards were based on each of the following metrics: average Adjusted Operational EBITDA Margin for the twelve months ended in 2025, 2026 and 2027, Adjusted ROIC measured as of December 31, 2027, and Net Leverage as of December 31, 2027. The definitions of each of these metrics are included in “Terms Used in this Proxy Statement.” Pro-rata achievement between the threshold, target and max targets is possible.

  31. 2025 Equity Awards

    2025 Equity Awards On March 3, 2025, our NEOs received an annual award of RSUs and target award of PSUs worth the following approximate amounts as of the date of the award:

  32. 2025 Equity Awards

    | Name | Target PSU Value | RSU Value | | Harry Sommer(1) | $4,750,000 | $4,750,000 | | Mark Kempa | $1,150,000 | $1,150,000 | | Patrik Dahlgren | $1,150,000 | $1,150,000 | | Daniel S. Farkas | $1,080,000 | $1,080,000 | | David Herrera | $1,150,000 | $1,150,000 | | Jason Montague | $1,150,000 | $1,150,000 |

  33. 2025 Equity Awards

    (1) Mr. Sommer’s increase in PSU/RSU value from 2024 to 2025 was market driven and made to bring Mr. Sommer closer to the peer median for annual 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 and may differ slightly due to rounding. In each case above, the RSU awards vest in three equal installments on March 1, 2026, 2027 and 2028. Prior Year PSU Payout Results. Pursuant to the terms of the March 1, 2023 (and in the case of Mr. Sommer and Mr. Dahlgren only, the July 5, 2023) award agreements with Mr. Sommer, Mr. Kempa, Mr. Farkas and Mr. Dahlgren, half of the total potential value of the 2023 PSU awards was subject to a relative average Adjusted EPS metric that required our Company’s average Adjusted EPS growth from December 31, 2023 to December 31, 2025 to outperform the earnings per share (“EPS”) growth of the S&P 500 Index by a percentage between 5% and 15%. The other half of the total potential value of our 2023 PSU awards was subject to a metric based on average booked position for the following year as of the end of 2023, 2024 and 2025. For the average booked position, the ability to earn that portion of the award began at a target of 60.8% and included the ability to earn a maximum payout for achievements at or above 61.2%. Pro-rata achievement between the threshold, target and max targets was possible. In February 2026, our Compensation Committee determined that our Company’s average Adjusted EPS growth from December 31, 2023 through December 31, 2025 exceeded the average EPS growth of the S&P 500 by 87% and the average booked position as of the end of 2023, 2024 and 2025 was 65.1%, resulting in these NEOs earning the maximum number of shares pursuant to the PSU award agreements. 2026 NEO Short- and Long-Term Incentives. While our Compensation Committee believed many shareholders were happy with the metrics used in our 2025 PSU awards based on shareholder feedback, our Compensation Committee determined it would be beneficial to further align our NEOs with shareholder interests by introducing a relative TSR modifier to our 2026 PSUs and otherwise maintain the same metrics for the 2026 PSUs. Our Compensation Committee also determined it was appropriate to maintain the same metrics for the 2026 short-term incentive as it did for the 2025 annual incentive plan. See “Terms Used in this Proxy Statement” for definitions of these metrics. Our new President and Chief Executive Officer, Mr. John Chidsey, is subject to different short- and long-term incentives that were negotiated in connection with his appointment to the role.

  34. Compensation for New President and Chief Executive Officer

    Compensation for New President and Chief Executive Officer Mr. Chidsey was appointed as President and Chief Executive Officer on February 12, 2026. He has extensive experience leading large global consumer-facing businesses, including companies with franchised and other yield-driven, asset-intensive operating models. Over the course of his career, he has served in numerous executive leadership roles at pivotal moments, focusing on improving operational performance, strengthening execution and driving long-term value creation. Mr. Chidsey’s employment agreement was approved by our Compensation Committee, in consultation with its independent compensation consultant, Korn Ferry, and is based on the same form of employment agreement that applies to our other senior executive officers described below. His compensation structure is designed to immediately align his incentives with long-term shareholder value creation, with the majority of his long-term compensation delivered in performance-based equity. Mr. Pagliuca, Mr. Cohen and Mr. Cruz joined our Board and Compensation Committee on March 31, 2026. While they reviewed the Compensation Discussion and Analysis section of this Proxy Statement, they did not participate in any decision making about the executive compensation disclosed in this Proxy Statement, including Mr. Chidsey’s employment agreement and equity award. Ms. Landry, Ms. Byng-Thorne, Mr. Curtis and Ms. David served on our Compensation Committee through March 30, 2026. Under the employment agreement, Mr. Chidsey is entitled to an annual base salary of $1,715,000. Beginning with our 2027 fiscal year, he will participate in the annual cash performance incentive plan with a target annual incentive opportunity equal to 175% of his base salary. For fiscal 2026, and as Mr. Chidsey transitions into his role as President and Chief Executive Officer, his annual bonus is fixed at $2.9 million, which is below his target annual incentive amount, with no opportunity to earn a higher payout regardless of performance results achieved. As an inducement to encourage Mr. Chidsey to accept full-time employment as President and Chief Executive Officer of our Company, he was granted a one-time target equity award with an intended value of approximately $48 million. The award was structured as a “front-loaded” grant covering four years of annual equity incentives and designed to provide Mr. Chidsey with a meaningful at-risk equity interest in our Company that may be earned over the initial four-year term of his employment. When determining the value of Mr. Chidsey’s four-year “front-loaded” grant, our Compensation Committee reviewed annual equity grant benchmarks among our peers to help establish a grant value intended to appropriately incentivize sustained shareholder value creation while maintaining a competitive compensation level. Based on these considerations, our Compensation Committee determined that the annualized intended grant value of approximately $12 million was market-aligned and within the competitive range for similarly situated peers based on size and industry profile, appropriately encouraging Mr. Chidsey’s contributions over the next four-year period. Consistent with the front-loaded structure, our Compensation Committee does not intend to grant Mr. Chidsey additional equity awards until 2030, absent extraordinary circumstances. Unlike other similarly situated executives, Mr. Chidsey’s employment agreement does not entitle him to participate in our Amended and Restated 2013 Performance Incentive Plan or any successor equity incentive plan. The approved award was delivered in a mix of a target number of 1,172,638 PSUs with an intended approximate grant date value of $28.8 million, which represent 60% of the total intended value of the one-time equity award, and 967,254 RSUs with an intended grant date value of $19.2 million, which represent 40% of the total intended value of the one-time equity award. The RSUs will vest in four substantially equal annual installments on each of the first four annual anniversaries of March 1, 2026. The PSUs will be eligible to “cliff vest” at the end of a four-year performance period beginning in 2026, but only if applicable absolute total shareholder return compounded annual growth rate (“TSR CAGR”) targets are achieved. If our TSR CAGR achieved for the performance period is: (i) less than 5%, none of the PSUs will vest, (ii) 5%, 50% of the target number of PSUs will vest, (iii) 10%, 100% of the target number of PSUs will vest, or (iv) 20% or more, 200% of the target number of PSUs will vest. For performance that falls between these milestones, the PSU vesting will be determined based on linear interpolation. Mr. Chidsey must generally remain continuously employed through the date the performance targets are achieved in order to vest in any PSUs becoming earned based on performance. However, the award agreement provides for forfeiture, pro-rata vesting or accelerated vesting for certain qualifying terminations of Mr. Chidsey’s employment. Mr. Chidsey’s RSUs and PSUs were granted outside the terms of our Amended and Restated 2013 Performance Incentive Plan and approved by our Compensation Committee in reliance on the employment inducement exemption under the NYSE’s listing rules.

  35. 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.

  36. Severance Arrangements and Change in Control Benefits

    Severance Arrangements and Change in Control Benefits Each of our NEOs, other than Mr. Sommer and Mr. Herrera, 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. Mr. Chidsey’s severance arrangements and change in control benefits were negotiated in connection with his employment agreement and 2026 equity award and are described in the Current Report on Form 8-K filed on March 27, 2026.

  37. 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 November 2024, our Compensation Committee 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. Our Peer Group, which was used as a reference point in determining 2025 pay, included the following companies:

  38. 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. |

  39. 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 & plc 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 August 2025, 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 63rd percentile amongst our Peer Group at that time but wanted to move the Company closer to the 50th percentile. After consideration, our Compensation Committee decided to remove Spirit Airlines, Inc. and Travel + Leisure Co. from the Peer Group and add Southwest Airlines Co. and Darden Restaurants, Inc.

  40. 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 and some orientation training provided to a new human resource leader in 2026, Korn Ferry did not perform any other services for us.

  41. Compensation Committee of the Board of Directors*

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Harry Sommer Former President and Chief Executive Officer | 2025 | 1,300,000 | — | 9,499,960 | — | 2,880,800 | 71,800 | 13,752,560 | | | 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 | | Mark A. Kempa Executive Vice President and Chief Financial Officer | 2025 | 975,000 | — | 2,299,965 | — | 1,080,300 | 54,115 | 4,409,380 | | | 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 | | Patrik Dahlgren Executive Vice President,Chief Vessel Operations and Newbuild Officer | 2025 | 975,000 | — | 2,299,965 | — | 1,080,300 | 54,612 | 4,409,877 | | | 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 | 2025 | 750,000 | — | 2,159,968 | — | 831,000 | 57,456 | 3,798,424 | | | 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 Former President, Norwegian Cruise Line | 2025 | 622,500 | — | 2,299,965 | — | 686,656 | 2,128,524 | 5,737,645 | | | 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 | | Jason Montague Chief Luxury Officer | 2025 | 914,712 | — | 2,299,965 | — | 1,080,300 | 65,257 | 4,360,234 |

  42. Compensation Committee of the Board of Directors*

    (1) For 2025, 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 2025. 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 3, 2025 PSU awards granted to Mr. Sommer, Mr. Kempa, Mr. Dahlgren, Mr. Farkas, Mr. Herrera and Mr. Montague all had the opportunity to 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 2025 to the following NEOs, assuming a maximum achievement of 200%, would have been as follows: Mr. Sommer — $9,499,960; Mr. Kempa — $2,299,965, Mr. Dahlgren — $2,299,965, Mr. Farkas — $2,159,968, Mr. Herrera — $2,299,965 and Mr. Montague — $2,299,965. Mr. Herrera forfeited all unvested equity awards in connection with his termination on August 20, 2025. All RSUs and PSUs reported in this table were awarded under our Plan. (2) For 2025, 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 2025, as described in “Compensation Discussion and Analysis.” The following table provides detail for the amounts reported for 2025 in the “All Other Compensation” column of the table.

  43. Compensation Committee of the Board of Directors*

    | Name | Automobile ($)(a) | 401(k) Employer Match ($)(b) | Executive Medical Plan Premium ($)(c) | Severance ($)(d) | Accrued Vacation Payout ($)(e) | Other Benefits ($)(f) | Total ($) | | Harry Sommer | 30,000 | 7,000 | 28,620 | — | — | 6,180 | 71,800 | | Mark A. Kempa | 18,000 | 7,000 | 28,620 | — | — | 495 | 54,115 | | Patrik Dahlgren | 18,000 | 7,000 | 28,620 | — | — | 992 | 54,612 | | Daniel S. Farkas | 18,000 | 7,000 | 28,620 | — | — | 3,836 | 57,456 | | David Herrera | 12,323 | 7,000 | 28,620 | 2,042,288 | 37,500 | 793 | 2,128,524 | | Jason Montague | 14,885 | 7,000 | 28,620 | — | — | 14,752 | 65,257 |

  44. 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 $92,288 for estimated continued medical coverage and $1,950,000 in cash severance payments in connection with Mr. Herrera’s termination on August 20, 2025. Mr. Herrera’s involuntary termination was without “cause” (as defined in his employment agreement). Severance benefits provided to Mr. Herrera were paid in accordance with his employment agreement. (e) Represents the payment of accrued but unused vacation in connection with Mr. Herrera’s termination on August 20, 2025. (f) Represents life insurance premiums, security benefits for select executives and cruise benefits (including immediate family travel). Grants of Plan-Based Awards in 2025 Table The following table presents all Plan-based awards granted to our NEOs during the year ended December 31, 2025.

  45. 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 | | | | | | | | | | | | | 2025 Annual Cash Performance Incentive | — | 520,000 | 2,600,000 | 5,200,000 | — | — | — | — | — | — | — | | RSU Award(3) | 3/3/25 | — | — | — | — | — | — | 216,400 | — | — | 4,749,980 | | PSU Award(4) | 3/3/25 | — | — | — | 108,200 | 216,400 | 432,800 | — | — | — | 4,749,980 | | Mark A. Kempa | | | | | | | | | | | | | 2025 Annual Cash Performance Incentive | — | 195,000 | 975,000 | 1,950,000 | — | — | — | — | — | — | — | | RSU Award(3) | 3/3/25 | — | — | — | — | — | — | 52,391 | — | — | 1,149,982 | | PSU Award(4) | 3/3/25 | — | — | — | 26,196 | 52,391 | 104,782 | — | — | — | 1,149,982 | | Patrik Dahlgren | | | | | | | | | | | | | 2025 Annual Cash Performance Incentive | — | 195,000 | 975,000 | 1,950,000 | — | — | — | — | — | — | — | | RSU Award(3) | 3/3/25 | — | — | — | — | — | — | 52,391 | — | — | 1,149,982 | | PSU Award(4) | 3/3/25 | — | — | — | 26,196 | 52,391 | 104,782 | — | — | — | 1,149,982 | | Daniel S. Farkas | | | | | | | | | | | | | 2025 Annual Cash Performance Incentive | — | 150,000 | 750,000 | 1,500,000 | — | — | — | — | — | — | — | | RSU Award(3) | 3/3/25 | — | — | — | — | — | — | 49,202 | — | — | 1,079,984 | | PSU Award(4) | 3/3/25 | — | — | — | 24,601 | 49,202 | 98,404 | — | — | — | 1,079,984 | | David Herrera | | | | | | | | | | | | | 2025 Annual Cash Performance Incentive(5) | — | 195,000 | 975,000 | 1,950,000 | — | — | — | — | — | — | — | | RSU Award(3) | 3/3/25 | — | — | — | — | — | — | 52,391 | — | — | 1,149,982 | | PSU Award(4) | 3/3/25 | — | — | — | 26,196 | 52,391 | 104,782 | — | — | — | 1,149,982 | | Jason Montague | | | | | | | | | | | | | 2025 Annual Cash Performance Incentive | — | 195,000 | 975,000 | 1,950,000 | — | — | — | — | — | — | — | | RSU Award(3) | 3/3/25 | — | — | — | — | — | — | 52,391 | — | — | 1,149,982 | | PSU Award(4) | 3/3/25 | — | — | — | 26,196 | 52,391 | 104,782 | — | — | — | 1,149,982 |

  46. 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 2025, as described in “Compensation Discussion and Analysis.” For 2025, the performance level achieved and payable to our NEOs was 110.8% 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, 2026, 2027 and 2028, and pursuant to the relevant acceleration provisions in the award agreement in the event of certain terminations of employment. (4) Reflects PSU awards that will vest as described in “Compensation Discussion and Analysis — Long-Term Equity Incentive Compensation.” (5) Mr. Herrera received a pro-rated annual cash incentive for 2025 through his date of termination on August 20, 2025, pursuant to the terms of his employment agreement. Outstanding Equity Awards at December 31, 2025 Table The following table presents information regarding the outstanding equity awards held by each of our NEOs as of December 31, 2025.

  47. 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 | 25,000 | — | — | 50.31 | 2/28/2026 | 22,017(4) | 491,419 | 132,100(7) | 2,948,472 | | | — | — | — | — | — | 24,255(4) | 541,372 | 145,532(7) | 3,248,274 | | | — | — | — | — | — | 103,681(5) | 2,314,160 | 311,040(8) | 6,942,413 | | | — | — | — | — | — | 216,400(6) | 4,830,048 | 432,800(9) | 9,660,096 | | Mark A. Kempa | 15,000 | — | — | 50.31 | 2/28/2026 | 22,017(4) | 491,419 | 132,100(7) | 2,948,472 | | | — | — | — | — | — | 36,634(5) | 817,671 | 109,900(8) | 2,452,968 | | | — | — | — | — | — | 52,391(6) | 1,169,367 | 104,782(9) | 2,338,734 | | Patrik Dahlgren | — | — | — | — | — | 15,042(4) | 335,737 | 90,252(7) | 2,014,425 | | | — | — | — | — | — | 35,597(5) | 794,525 | 106,790(8) | 2,383,553 | | | — | — | — | — | — | 52,391(6) | 1,169,367 | 104,782(9) | 2,338,734 | | Daniel S. Farkas | 15,000 | — | — | 50.31 | 2/28/2026 | 22,017(4) | 491,419 | 132,100(7) | 2,948,472 | | | — | — | — | — | — | 35,425(5) | 790,686 | 106,272(8) | 2,371,991 | | | — | — | — | — | — | 49,202(6) | 1,098,189 | 98,404(9) | 2,196,377 | | David Herrera(10) | — | — | — | — | — | — | — | — | — | | Jason Montague | 37,500 | — | — | 50.31 | 2/28/2026 | 52,391(6) | 1,169,367 | 104,782(9) | 2,338,734 |

  48. 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 $22.32 closing price of our ordinary shares on December 31, 2025. (4) Represents a time-based RSU award that vested on March 1, 2026. (5) Represents a time-based RSU award that vests in substantially equal annual installments on March 1, 2026 and 2027. (6) Represents a time-based RSU award that vests in substantially equal annual installments on March 1, 2026, 2027 and 2028. (7) Represents a March 1, 2023 or July 5, 2023 PSU award that could have vested zero to 200% of target based on the achievement of two performance conditions. The first condition required 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% (maximum). The second condition, which provides the opportunity to earn up to an additional 100% of target, required 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% (maximum). Our Compensation Committee approved achievement at 200% of target. This award was also 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. The first condition requires average Adjusted EPS growth from December 31, 2023 through December 31, 2026 to grow by a percent between 37% (threshold), 48% (target), and 64% (maximum). The second condition, which provides the opportunity to earn up to an additional 100% of target, requires Adjusted ROIC as of December 31, 2026 to be greater than or equal to 9.7% (threshold), 10.9% (target), or greater than or equal to 12.3% (maximum). The amount reported assumes vesting at 200% of target. This award is subject to a time-based vesting requirement through March 1, 2027. Represents a March 3, 2025 PSU award that will vest zero to 200% of target based on the achievement of three performance conditions described in “Compensation Discussion and Analysis — Long-Term Equity Incentive Compensation — 2025 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, 2028. (10) Mr. Herrera forfeited any unvested outstanding equity awards in connection with the termination of his employment on August 20, 2025. Option Exercises and Stock Vested in 2025 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 2025.

  49. 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 | — | — | 200,676 | 4,559,359 | | Mark A. Kempa | — | — | 142,897 | 3,246,620 | | Patrik Dahlgren | — | — | 32,840 | 746,125 | | Daniel S. Farkas | — | — | 142,292 | 3,232,874 | | David Herrera | — | — | 38,883 | 883,422 | | Jason Montague | — | — | — | — |

  50. Compensation Committee of the Board of Directors*

    (1) 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 2025, 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

  51. Compensation Committee of the Board of Directors*

    | Harry Sommer |

  52. Compensation Committee of the Board of Directors*

    Mr. Sommer was formerly employed as our President and Chief Executive Officer pursuant to an employment agreement with us dated as of March 15, 2023, which detailed the terms of his employment effective July 1, 2023 through the termination of his employment on February 12, 2026. The initial term of his employment was through December 31, 2025, which automatically renewed on December 31, 2025 and would have continued to automatically renew each anniversary of December 31, 2025 thereafter for additional one-year terms unless either we or Mr. Sommer gave notice of non-renewal within 60 days prior to the end of the term. The agreement provided for (i) a minimum annual base salary of $1,100,000, subject to annual review, which was increased in 2024 and 2025, but not 2026 (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 was 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 was also entitled to a $2,500 monthly car allowance. Mr. Sommer was also entitled to benefits upon termination of employment in certain circumstances as described below under “Potential Payments Upon Termination or Change in Control.”

  53. Compensation Committee of the Board of Directors*

    | Mark A. Kempa |

  54. 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 last increased in 2026, 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 “Potential Payments Upon Termination or Change in Control.”

  55. Compensation Committee of the Board of Directors*

    | Patrik Dahlgren |

  56. 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 was from June 12, 2023 through December 31, 2025, which automatically renewed on December 31, 2025 and will continue to automatically renew 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 last increased in 2026, 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 “Potential Payments Upon Termination or Change in Control.”

  57. Compensation Committee of the Board of Directors*

    | Daniel S. Farkas |

  58. 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 last increased in 2026, 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 “Potential Payments Upon Termination or Change in Control.” Mr. Herrera was formerly employed as our President, Norwegian Cruise Line pursuant to an employment agreement with us dated as of March 15, 2023 which detailed the terms of his employment effective April 1, 2023 through the termination of his employment on August 20, 2025. The initial term of Mr. Herrera’s employment agreement was from April 1, 2023 through December 31, 2025, which would have automatically renewed each anniversary of December 31, 2025 thereafter for additional one-year terms unless either we or Mr. Herrera gave notice of non-renewal within 60 days prior to the end of the term. The agreement provided 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 was also entitled to a $1,500 monthly car allowance. Mr. Herrera was also entitled to benefits upon termination of employment in certain circumstances as described under “Potential Payments Upon Termination or Change in Control.”

  59. Compensation Committee of the Board of Directors*

    | Jason Montague |

  60. Compensation Committee of the Board of Directors*

    Mr. Montague is employed as our Chief Luxury Officer pursuant to an employment agreement with us dated as of December 31, 2024. The initial term of Mr. Montague’s employment agreement is from February 17, 2025 through December 31, 2028, which automatically renews each anniversary of December 31, 2028 thereafter for additional one-year terms unless either we or Mr. Montague 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 $975,000, subject to annual review, which was last increased in 2026, 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. Montague is also entitled to benefits upon termination of employment in certain circumstances as 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, other than Mr. Herrera, in connection with a termination of their employment and/or a change in control of our Company occurring on December 31, 2025. With respect to Mr. Herrera, we describe benefits actually paid upon his termination. Please see “Compensation Discussion and Analysis” for a discussion of how the level of these payments and benefits was determined. In connection with Mr. Herrera’s involuntary termination from his role as President, Norwegian Cruise Line without cause, he became entitled to receive the following benefits pursuant to his employment agreement with us: • an amount equal to twice his then current base salary at the annualized rate in effect on the severance date (or $1.95 million), 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 • continuation of medical 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. The estimated value of these continued medical and dental benefits is $92,288. Mr. Herrera forfeited any unvested outstanding equity awards in connection with the termination of his employment on August 20, 2025. Mr. Herrera 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, he 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.

  61. Compensation Committee of the Board of Directors*

    | NEOs |

  62. Compensation Committee of the Board of Directors*

    The 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 were 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 would have also received this accelerated vesting in the event his employment was 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 would have also received 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.

  63. 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.

  64. 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

  65. Compensation Actually Paid vs. Company TSR

    Compensation Actually Paid vs. Company TSR

  66. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

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

    Compensation Actually Paid vs. Net Income (Loss)

  68. Compensation Actually Paid and Adjusted EPS

    Compensation Actually Paid and Adjusted EPS 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 EPS, 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.

  69. Compensation Actually Paid vs. Adjusted EPS

    Compensation Actually Paid vs. Adjusted EPS