UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.   )

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Soliciting Material under §240.14a-12

NORWEGIAN CRUISE LINE HOLDINGS LTD.

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7665 Corporate Center Drive
Miami, Florida 33126

NOTICE OF 2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS

When		Thursday, June 18, 2020* at 9:00 a.m. (Eastern time)
Where		Pullman Miami* 5800 Blue Lagoon Drive Miami, Florida 33126
Items of Business	Proposal 1	Elect the following director nominees to serve as Class I directors on our board of directors for the terms described in the attached Proxy Statement
		• David M. Abrams • John W. Chidsey	• Russell W. Galbut
	Proposal 2	Approval, on a non-binding, advisory basis, of the compensation of our named executive officers (“Say-on-Pay Vote”)
	Proposal 3	Approval, on a non-binding, advisory basis, of the frequency of future Say-on-Pay Votes
	Proposal 4	Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2020 and the determination of PwC’s remuneration by our Audit Committee
	Additional Items	Receive the audited financial statements (together with the auditor’s report) for the year ended December 31, 2019 pursuant to the Bermuda Companies Act 1981, as amended, and our bye-laws Consider any other business which may properly come before the 2020 Annual General Meeting or any postponement or adjournment
Attending the Annual General Meeting		You will be asked to provide photo identification and appropriate proof of ownership to attend the meeting. You can find more information under “About the Annual General Meeting and Voting” in the accompanying Proxy Statement.
Who Can Vote		Holders of each NCLH ordinary share at the close of business on April 1, 2020

How to Vote in Advance
Your vote is important. Please vote as soon as possible by one of the methods shown below. Be sure to have your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials in hand:
	By telephone — You can vote your shares by calling the number provided in your proxy card or voting instruction form
	By Internet — You can vote your shares online at www.proxyvote.com
	By mail — Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

Norwegian Cruise Line Holdings Ltd.’s Proxy Statement and 2019 Annual Report are available at www.nclhltdinvestor.com or www.proxyvote.com.

*As part of our COVID-19 precautions, we are planning for the possibility that the meeting may instead be held virtually over the Internet at 9:00 a.m. on Friday, June 19, 2020. If we take this step, (i) we will announce the decision to do so by June 5, 2020 via a press release and posting details on our website that will also be filed with the SEC as proxy material and (ii) you will be able to attend the meeting online by logging in at: www.virtualshareholdermeeting.com/NCLH2020. As always, we encourage you to vote your shares prior to the Annual General Meeting.

All shareholders are cordially invited to attend the meeting. We direct your attention to the accompanying Proxy Statement. Whether or not you plan to attend the meeting, you are urged to submit your proxy or voting instructions as promptly as possible by Internet, telephone or mail to ensure your representation and the presence of a quorum at the Annual General Meeting. If you attend the meeting and wish to vote at the meeting, you may withdraw your proxy or voting instructions and vote your shares personally. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.

By Order of the Board of Directors,

Daniel S. Farkas
Executive Vice President,
General Counsel and Assistant Secretary

April 28, 2020

PROXY STATEMENT

TABLE OF CONTENTS

PROXY SUMMARY	1
PROPOSAL 1 — ELECTION OF DIRECTORS	6
General	6
Directors Standing for Election	7
Board Recommendation	9
Directors Continuing in Office	10
CORPORATE GOVERNANCE	16
Shareholder Engagement	16
Governance and Compensation Enhancements	17
Board Diversity	18
Board of Directors	18
Board Committees	19
The Nomination Process	21
Director Independence	22
Board and Committee Evaluations	22
Board Risk Oversight	23
Our Culture	24
Succession Planning	25
Hedging, Pledging and Short Sale Prohibitions	25
Code of Ethical Business Conduct	25
Corporate Governance Materials	26
Communicating with the Board	26
DIRECTOR COMPENSATION	27
2019 Director Compensation Program	27
2019 Director Compensation	28
PROPOSAL 2 — ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	30
Board Recommendation	30
EXECUTIVE COMPENSATION	31
Compensation Discussion and Analysis	31
COMPENSATION COMMITTEE REPORT	41
EXECUTIVE COMPENSATION TABLES	42
2019 Summary Compensation Table	42
Grants of Plan-Based Awards in 2019 Table	44
Outstanding Equity Awards at December 31, 2019 Table	45
Option Exercises and Stock Vested in 2019 Table	46
Employment Agreements for NEOs — Salary and Annual Cash Incentive Opportunity	47
Potential Payments Upon Termination or Change in Control	48
Compensation Committee Interlocks and Insider Participation	52

Pay Ratio Disclosure	52
Equity Compensation Plan Information	53
PROPOSAL 3 — ADVISORY APPROVAL OF THE FREQUENCY OF FUTURE SAY-ON-PAY VOTE	54
Board Recommendation	54
PROPOSAL 4 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	55
Board Recommendation	55
AUDIT COMMITTEE REPORT	56
SHARE OWNERSHIP INFORMATION	57
Security Ownership of Certain Beneficial Owners and Management	57
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	59
Review and Approval of Related Party Transactions	59
Relationships and Transactions	59
ABOUT THE ANNUAL GENERAL MEETING AND VOTING	60
Who may vote?	60
What do I do if I am a shareholder of record?	60
What do I do if I am a beneficial owner?	60
What are the requirements to attend the Annual General Meeting?	60
How do I vote?	61
How will my shares be voted?	62
What matters will be presented?	62
What constitutes a quorum?	62
What is the vote required for proposals on the agenda?	63
Can I revoke a proxy?	63
What happens if a change to the Annual General Meeting is necessary due to COVID-19?	64
Presentation of Financial Statements	64
Terms Used in this Proxy Statement	64
Solicitation of Proxies	64
Delivery of Documents to Shareholders Sharing an Address	64
Annual Report on Form 10-K	65
Important Information and Dates Related to the 2021 Annual General Meeting	65
APPENDIX A — NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS	A-1

For definitions of terms used in this Proxy Statement, but not otherwise defined, see “Terms Used in this Proxy Statement” on page 64.

i / 

PROXY SUMMARY

2020 Annual General Meeting of Shareholders

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider before casting your vote. We encourage you to read the entire Proxy Statement for more information about these topics prior to voting.

DATE AND TIME	PLACE	RECORD DATE
Thursday, June 18, 2020* 9:00 a.m. (Eastern Time)	Pullman Miami* 5800 Blue Lagoon Drive Miami, Florida 33126	April 1, 2020

*As part of our COVID-19 precautions, we are planning for the possibility that the meeting may instead be held virtually over the Internet at 9:00 a.m. on Friday, June 19, 2020. If we take this step, (i) we will announce the decision to do so by June 5, 2020 via a press release and posting details on our website that will also be filed with the SEC as proxy material and (ii) you will be able to attend the meeting online by logging in at: www.virtualshareholdermeeting.com/NCLH2020. As always, we encourage you to vote your shares prior to the Annual General Meeting.

Shareholder Voting Matters

​	​	BOARD RECOMMENDATION​
	Election of three Class I directors	FOR each director nominee
	Approval, on a non-binding, advisory basis, of the compensation of our named executive officers (“Say-on-Pay Vote”)	FOR
	Approval on a non-binding, advisory basis, of the frequency of our future Say-On-Pay Votes	1 YEAR
	Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2020 and the determination of PwC’s remuneration by our Audit Committee	FOR

 2020 Proxy Statement / 1​

PROXY SUMMARY

Board Nominees

Class I (Term to Expire in 2023)

Name	Age	Director Since	Independent	Occupation	Committee Memberships	Other Current Public Company Boards
David M. Abrams	53	2014		Chief Investment Officer, Harris Blitzer Sports and Entertainment	• Nominating & Governance (Chair)	​
John W. Chidsey	57	2013		Chief Executive Officer, Subway Restaurants	• Compensation (Chair) • Audit	• Encompass Health Corporation
Russell W. Galbut (Chairperson)	67	2015		Managing Principal, Crescent Heights	• Compensation	​

Directors Continuing in Office

Class II (Term Expires in 2021)

Name	Age	Director Since	Independent	Occupation	Committee Memberships	Other Current Public Company Boards
Adam M. Aron	65	2008		Chief Executive Officer and President, AMC Entertainment Holdings, Inc.	​	• AMC Entertainment Holdings, Inc.
Stella David	57	2017		Former Chief Executive Officer, William Grant & Sons Limited	• Nominating & Governance • TESS*	• HomeServe plc**
Mary E. Landry	63	2018		Former Rear Admiral, U.S. Coast Guard	• TESS (Chair) • Nominating & Governance	​

Class III (Term Expires in 2022)

Name	Age	Director Since	Independent	Occupation	Committee Memberships	Other Current Public Company Boards
Frank J. Del Rio	65	2015		President and Chief Executive Officer, Norwegian Cruise Line Holdings Ltd.	​	​
Chad A. Leat	64	2015		Former Vice Chairman of Global Banking, Citigroup Inc.	• Audit (Chair) • Compensation	​
Steve Martinez	51	2008		Senior Partner, Private Equity and Head of Asia Pacific, Apollo	​	​
Pamela Thomas- Graham	56	2018		Founder and Chief Executive Officer, Dandelion Chandelier LLC	• Audit • TESS	• The Clorox Company • The Bank of N.T. Butterfield & Son Limited • Peloton Interactive, Inc.

*

Technology, Environmental, Safety and Security (“TESS”) Committee

**

FTSE listed

2 / 

PROXY SUMMARY​

Director Skills and Experience

	Travel, leisure & entertainment industries	5/10​
	Executive leadership	9/10​
	Global operations & strategy	6/10​
	Financial	6/10​
	Public company	5/10​
	Maritime	3/10​
	Sales & marketing	3/10​

Our directors have an effective mix of backgrounds, experience and diversity of perspective.

Corporate Governance Information

	Independent Board chairperson
	Fully independent Board committees
	Focus on Board refreshment, with 3 of 10 directors appointed since January 2017
	Board is 30% female and 60% diverse
	Independent directors meet regularly in executive session
	All directors attended at least 75% of meetings held
	Shareholder ability to call special meetings
	Shareholder ability to act by written consent
	Majority voting for directors
	Robust Board risk oversight process
	Annual Board and committee self-evaluations
	Annual vote on named executive officer compensation
	Share ownership policy for directors and executive officers
	Comprehensive clawback policy
	Prohibition on hedging and short sales of NCLH securities by directors and senior officers
	Prohibition on pledging of NCLH shares by directors and senior officers
	No poison pill

 2020 Proxy Statement / 3​

PROXY SUMMARY

Executive Compensation Highlights

WHAT WE DO		WHAT WE DON’T DO
	Annual cash performance incentives earned based on pre-established targets for entity-wide financial performance		Tax “gross-up” provisions
	Increased percentage of our President and Chief Executive Officer’s annual equity awards that are performance-based to 75% in 2019 from 60% in 2018		Allow officers and directors to hedge, short-sell or pledge
	All named executive officers (“NEOs”) received a combination of performance-based and time-based annual equity awards		“Single-trigger” change in control payments or benefits
	Increased 2019 PSU Adjusted ROIC performance period to two years		Reprice stock options without shareholder approval
	Share ownership policy		Automatic base salary increases for NEOs

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7665 Corporate Center Drive
Miami, Florida 33126

PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON JUNE 18, 2020

 

This proxy statement (“Proxy Statement”) is being furnished to you in connection with the solicitation of proxies by our board of directors (our “Board”) to be used at our annual general meeting for 2020 to be held at the Pullman Miami, 5800 Blue Lagoon Drive, Miami, Florida 33126, on Thursday, June 18, 2020 at 9:00 a.m. (Eastern time), and any adjournments or postponements thereof  (the “Annual General Meeting”). As part of our COVID-19 precautions, we are planning for the possibility that the meeting may instead be held virtually over the Internet at 9:00 a.m. on Friday, June 19, 2020. If we take this step, (i) we will announce the decision to do so by June 5, 2020 via a press release and posting details on our website that will also be filed with the SEC as

proxy material and (ii) you will be able to attend the meeting online by logging in at: www.virtualshareholdermeeting.com/NCLH2020. 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 2019 Annual Report to Shareholders, which includes our 2019 financial statements (“2019 Annual Report”), were first made available to shareholders on or about April 28, 2020.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON JUNE 18, 2020
The Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2019 Annual Report are available on our website at www.nclhltdinvestor.com. The information that appears on our website is not part of, and is not incorporated by reference into, this Proxy Statement. You can also view these materials at www.proxyvote.com by using the 16-digit control number provided on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).
	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 2019 Annual Report, on the Internet. The Notice of Internet Availability also contains instructions on how to receive a paper copy of the proxy materials and a proxy card or voting instruction form. If you received a Notice of Internet Availability by mail or our proxy materials by e-mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials on our website at www.nclhltdinvestor.com or at www.proxyvote.com.

 2020 Proxy Statement / 5​

PROPOSAL 1 — ELECTION OF DIRECTORS

General

Pursuant to our bye-laws, the number of directors on our Board must be at least seven but no more than eleven, and is determined by resolution of our Board. Our Board currently consists of ten 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, Mr. David M. Abrams, Mr. John W. Chidsey and Mr. Russell W. Galbut as our Class I director nominees. If elected, each of the nominees will serve until our 2023 annual general meeting and until his successor is elected and qualified, or until his earlier death, resignation, or removal.

If any of the nominees becomes unable or unwilling for good cause to serve if elected, shares represented by validly delivered proxies will be voted for the election of a substitute nominee designated by our Board or our Board may determine to reduce the size of our Board. Each person nominated for election has consented to be named in this Proxy Statement and agreed to serve if elected. There are no family relationships between or among any of our executive officers, directors or director nominees.

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PROPOSAL 1 — ELECTION OF DIRECTORS​

Directors Standing for Election

Class I Director Nominees (Term to Expire in 2023)

DAVID M. ABRAMS
Chief Investment Officer, Harris Blitzer Sports and Entertainment ​ Age: 53 Director Since: April 2014
Independent Director Committees: •
Nominating & Governance (Chair) ​  Favorite Ship: Norwegian Joy Mr. Abrams shares over 20 years of experience in sports and entertainment, private equity, finance and investment banking with our Board. His expertise includes developing new businesses, financial strategy and the credit markets. Experience •
Chief Investment Officer, Harris Blitzer Sports and Entertainment, which owns the Philadelphia 76ers, the New Jersey Devils, the Prudential Center and esports franchise, Dignitas: November 2018 – Present ​ •
Senior Managing Director, Cerberus European Capital Advisors, LLP, a private investment firm: January 2016 to March 2018 ​ •
Partner, Apollo, and founder of the Apollo European Principal Finance Fund franchise, which he ran from 2007 until 2015 ​ •
Controlling shareholder of Keemotion SPRL, a leading sports technology company with operations in the U.S. and Europe: January 2015 – Present ​ •
Co-Managing Partner of the Scranton/Wilkes-Barre RailRiders, the AAA-Affiliate of the New York Yankees: November 2014 – Present ​ •
Managing Director, Leveraged Finance Group, Credit Suisse, based in London and New York: 1996 through 2007 ​ •
Founder and Head of the Specialty Finance Investment business, Credit Suisse, which included investing in non-performing loans portfolios and distressed assets: 2004 through 2007 ​ •
Founding member and Co-Head, Global Distressed Sales and Trading Group, Credit Suisse (and its predecessor Donaldson, Lufkin & Jenrette, Inc.): 1996 through 2004 ​ •
Associate/Vice President, Argosy Group, a boutique corporate restructuring firm ​ •
Analyst, Investment Banking Division, Bear Stearns & Co.: 1989 ​ Current Private Company Boards •
Keemotion SPRL ​ Education •
B.S. in Economics, Wharton School of Business, University of Pennsylvania ​

 2020 Proxy Statement / 7​

PROPOSAL 1 — ELECTION OF DIRECTORS

JOHN W. CHIDSEY
Chief Executive Officer,
Subway Restaurants ​ Age: 57 Director Since: April 2013
Independent Director Committees: •
Compensation (Chair) ​ •
Audit ​  Favorite Ship: Norwegian Getaway Mr. Chidsey contributes an in-depth understanding of the opportunities and demands of running a multi-national corporation to our Board. Through his legal, finance and accounting background and his leadership roles at Subway Restaurants, Burger King and Cendant, he developed skills that provide insight into the unique logistical demands of the cruise industry. His experience with public company leadership roles helps him align our Board with what our shareholders value most. Experience •
Subway Restaurants, Chief Executive Officer: November 2019 – Present ​ •
Burger King Holdings, Inc., Chief Executive Officer: April 2006 – October 2010 ​ •
Burger King Holdings, Inc., President and Chief Financial Officer: September 2005 – April 2006 ​ •
Burger King Holdings, Inc., President, North America: June 2004 – September 2005 ​ •
Burger King Holdings, Inc., Executive Vice President, Chief Administrative and Financial Officer: March 2004 – June 2004 ​ •
Cendant: Chairman and Chief Executive Officer of the Vehicle Services Division, a $5.9 billion division, which included Avis Rent A Car, Budget Rent A Car Systems, PHH and Wright Express, and the Financial Services Division, a $1.4 billion division, which included Jackson Hewitt; Senior Vice President, Preferred Alliances: 1996 – 2003 ​ •
Pepsi (beginning 1992): various senior leadership roles including Director of Finance, Pepsi-Cola Eastern Europe; Chief Financial Officer, PepsiCo World Trading Co., Inc. ​ Current Public Company Boards •
Encompass Health Corporation (formerly HealthSouth) (NYSE: EHC) ​ Past Public Company Boards •
Burger King Holdings, Inc., Chairman of the Board ​ •
Brinker International Inc. ​ Education •
M.B.A. in Finance and Accounting, Emory University ​ •
J.D., Emory University ​ •
B.A., Davidson College ​

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PROPOSAL 1 — ELECTION OF DIRECTORS​

RUSSELL W. GALBUT
Managing Principal, Crescent Heights ​ Age: 67 Chairperson of our Board Director Since: November 2015
Independent Director Committees: •
Compensation ​  Favorite Ship: Norwegian Encore For over 34 years, Mr. Galbut has been active in the urban mixed-use real estate sector, which has included fostering relationships with complementary retail, hospitality, and food and beverage brands. Mr. Galbut provides our Board with unique insights into complex development projects such as our new facility at PortMiami, private island destinations, port development projects and design and hotel operations for our newbuild ships. Experience •
Managing Principal, Crescent Heights, a leading urban real estate firm, specializing in the development, ownership, and operation of architecturally distinctive, mixed-use high-rises in major cities across the United States: 1989 – Present ​ Current Academic Boards •
The Dean’s Advisory Board, Cornell University School of Hotel Administration ​ Past Private Company Boards •
Prestige (prior to the Acquisition) ​ Education •
J.D., University of Miami School of Law ​ •
Degree in Hotel Administration, Cornell University School of Hotel Administration ​

Board Recommendation

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

 2020 Proxy Statement / 9​

PROPOSAL 1 — ELECTION OF DIRECTORS

Directors Continuing in Office

The following is biographical information on the remainder of our directors continuing in office as well as the key attributes, experience and skills that our Board believes such current directors contribute to our Board.

Class II (Term Expires in 2021)

ADAM M. ARON
Chief Executive Officer and President, AMC Entertainment Holdings, Inc. ​ Age: 65 Director Since: January 2008  Favorite Ship: Marina Mr. Aron has 40 years of experience managing companies operating in the travel, leisure and entertainment industries. He provides our Board with, among other skills, valuable insight and perspective on the travel and leisure operations of our Company. Experience •
Chief Executive Officer and President, AMC Entertainment Holdings, Inc., a theatrical exhibition company: January 2016 – Present ​ •
Chief Executive Officer, Starwood Hotels and Resorts Worldwide, Inc., on an interim basis: February 2015 – December 2015 ​ •
Chairman and Chief Executive Officer, World Leisure Partners, Inc., a personal consultancy for travel and tourism, high-end real estate development and professional sports: since 2006 ​ •
Chief Executive Officer, Philadelphia 76ers: 2011 to 2013 ​ •
Chief Executive Officer, Vail Resorts, Inc.: 1996 to 2006 ​ •
President and Chief Executive Officer, Norwegian Cruise Line: 1993 to 1996 ​ •
Senior Vice President, Marketing, United Airlines: 1990 to 1993 ​ •
Senior Vice President, Marketing, Hyatt Hotels Corporation: 1987 to 1990 ​ Current Public Company Boards •
AMC Entertainment Holdings, Inc. (NYSE: AMC) ​ Past Public Company Boards •
Starwood Hotels and Resorts Worldwide, Inc.: August 2006 – December 2015 ​ •
Vail Resorts, Inc., Chairman: 1996 – 2006 ​ Current Memberships •
The Council on Foreign Relations ​ Past Private Company Boards and Organizations •
Prestige (prior to the Acquisition) ​ •
Young Presidents’ Organization ​ •
Business Executives for National Security ​ Education •
M.B.A., Harvard Business School ​ •
B.A., Harvard College ​

10 / 

PROPOSAL 1 — ELECTION OF DIRECTORS​

STELLA DAVID
Former Chief Executive Officer,
William Grant & Sons Limited ​ Age: 57 Director Since: January 2017
Independent Director Committees: •
Nominating & Governance ​ •
TESS ​  Favorite Ship: Seven Seas Splendor Ms. David has extensive experience running multi-national corporations and has significant expertise in marketing and branding. As the leader of William Grant & Sons Limited, she was responsible for the significant growth of the business, in particular their premium and luxury brands, and for leading the company’s expansion into new markets. In addition, Ms. David also has extensive experience as a director and is able to share the knowledge she has gained regarding corporate governance and risk management with our Board. Experience •
Interim Chief Executive Officer, C&J Clark Limited, an international shoe manufacturer and retailer: June 2018 – April 2019 ​ •
Chief Executive Officer, William Grant & Sons Limited, an international spirits company: August 2009 until March 2016 ​ •
Various positions at Bacardi Ltd. over a fifteen-year period, including Senior Vice President and Chief Marketing Officer: 2005 through 2009; and Chief Executive Officer of the U.K., Irish, Dutch and African business: 1999 to 2004 ​ Current Public Company Boards •
HomeServe Plc: November 2010 – Present (FTSE listed) ​ Current Private Company Boards •
Bacardi Limited: June 2016 – Present ​ •
C&J Clark Limited: March 2012 – Present ​ Past Company Boards •
Nationwide Building Society: 2003 to 2010 ​ Education •
Degree in Engineering, Cambridge University ​

MARY E. LANDRY
Former U.S. Coast Guard Rear Admiral ​ Age: 63 Director Since: June 2018
Independent Director Committees: •
TESS (Chair) ​ •
Nominating & Governance ​  Favorite Ship: Norwegian Epic Ms. Landry developed a strong background in marine safety, risk management and government policy over the course of her 35-year career with the U.S. government, including service on the White House National Security Council and active duty in the U.S. Coast Guard. She brings expertise regarding the maritime operations of our Company and deep insight into our risk mitigation, preparedness, resilience and cybersecurity strategies to our Board. Experience •
White House National Security Council, Special Assistant to the President and Senior Director for Resilience Policy: 2013 – 2014 ​ •
Various active duty positions with the U.S. Coast Guard, including: Director, Incident Management Preparedness Policy: 2012 – 2015; Commander, Eighth Coast Guard District: 2009 – 2011, where she oversaw operations for a region including 26 states with over 10,000 active, reserve, civilian, and auxiliary personnel under her command; Director of Governmental and Public Affairs: 2007 – 2009; various tours from 1980 – 2007, which culminated in her advancement to Rear Admiral ​ Current Industry Boards •
United States Automobile Association (USAA) ​ •
SCORE Association ​ Education •
National Security Fellowship, Harvard University ​ •
M.A. in Marine Affairs, University of Rhode Island ​ •
M.A. in Management, Webster University ​ •
B.A. in English, University of Buffalo ​ •
National Association of Corporate Directors, Board Leadership Fellow ​ •
Holds the CERT Certificate in Cybersecurity Oversight ​

 2020 Proxy Statement / 11​

PROPOSAL 1 — ELECTION OF DIRECTORS

Class III (Term Expires in 2022)

FRANK J. DEL RIO
President and Chief Executive Officer of our Company ​ Age: 65 Director Since: August 2015  Favorite Ship: Seven Seas Splendor Mr. Del Rio brings his extensive knowledge of the cruise industry, entrepreneurial spirit and command of the day-to-day operations of our Company to our Board. He has served as an executive in the cruise industry for 27 years and was responsible for the successful integration of our Company and Prestige. Under his leadership, our Company has grown to a fleet of 28 ships and has achieved significant milestones including the successful introduction of seven new vessels to our fleet and the introduction of our latest private island destination, Harvest Caye, Belize. During his time at the helm of our Company, we also ordered additional ships for our fleet, bringing the total on order to nine, and broke ground on a new, dedicated terminal for our Company at PortMiami. Mr. Del Rio was appointed to the Board pursuant to his employment agreement and provides a vital link between our Board and our management team. Experience •
President and Chief Executive Officer, NCLH: January 2015 – Present ​ •
Founder, Oceania Cruises and Chief Executive Officer, Prestige (or its predecessor): October 2002 – September 2016 ​ •
Co-Chief Executive Officer, Executive Vice President and Chief Financial Officer, Renaissance Cruises: 1993 to April 2001 ​ Education •
B.S. in Accounting, University of Florida ​

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PROPOSAL 1 — ELECTION OF DIRECTORS​

CHAD A. LEAT
Former Vice Chairman of Global
Banking, Citigroup Inc. ​ Age: 64 Director Since: November 2015
Independent Director Committees: •
Audit (Chair) ​ •
Compensation ​  Favorite Ship: Seven Seas Splendor Mr. Leat brings to our Board financial and strategic expertise from his nearly 30-year career on Wall Street in capital markets and banking. His significant tenure as an executive with global responsibilities and related risk-oversight responsibilities informs his work as the Chairperson of our Audit Committee. His extensive knowledge of finance provides him with unique insights to our Company’s strategic planning and finances. Additionally, his position on other audit committees enhances his understanding of accounting, internal controls and procedures for financial reporting, risk management oversight and other audit committee functions. Experience •
Retired in 2013 as Vice Chairman of Global Investment Banking, Citigroup Inc. ​ •
Global Head of Loans and Leveraged Finance, Citigroup Inc.: 1998 until 2005 ​ •
Joined Salomon Brothers in 1997 as a partner in High Yield Capital Markets, which became Citigroup Inc. in 1998 ​ •
Began his career on Wall Street at The Chase Manhattan Corporation in its Capital Markets Group in 1985 where he ultimately became the head of its Syndications, Structured Sales and Loan Trading businesses ​ Past Public Company Boards •
Chairman of the Audit Committee, TPG Pace Holdings Corp. (now Accel Entertainment, Inc.) ​ •
Chairman of the Audit Committee, TPG Pace Energy Holdings Corp. (now Magnolia Oil & Gas Corporation) ​ •
Chairman of the Audit Committee, Pace Holdings Corp. ​ •
Global Indemnity plc ​ Current Other Company Boards •
Chairman, MidCap Financial, PLC, a middle-market direct commercial lending business ​ •
Chairman, J. Crew Operating Corp. ​ •
Supervisory Board member, Hamburg Commercial Bank AG, a German commercial bank ​ Past Private Company Boards •
Chairman of the Audit Committee, BAWAG P.S.K. ​ •
Chairman, HealthEngine LLC ​ Education •
B.S., University of Kansas ​

 2020 Proxy Statement / 13​

PROPOSAL 1 — ELECTION OF DIRECTORS

STEVE MARTINEZ
Senior Partner, Private Equity and Head of Asia Pacific, Apollo ​ Age: 51 Director Since: January 2008  Favorite Ship: Norwegian Epic Mr. Martinez provides our Board with insights gained throughout his over 20-year career analyzing and investing in public and private companies. Through his tenure on our Board and participation in the diligence of Apollo’s prior investments in both our Company and Prestige, Mr. Martinez has gained a significant understanding of the cruise industry and the fundamentals of our operations. He also has significant experience serving on other boards. Experience •
Senior Partner, Private Equity and Head of Asia Pacific, Apollo, one of the world’s largest alternative investment managers: 2000 – Present ​ •
Member of the Mergers and Acquisitions department, Goldman, Sachs & Co., with responsibilities in merger structure negotiation and financing ​ •
Bain & Company Tokyo, advised U.S. corporations on corporate strategies in Japan ​ Past Public Company Boards •
Rexnord Corporation ​ •
Hughes Telematics ​ •
Goodman Global ​ •
Allied Waste Industries ​ •
Hayes-Lemmerz International ​ Current Private Company Boards •
Ventia Services Group Pty Limited, an Australian operations and facilities management services company ​ •
Clix Capital, an India-based financial services firm ​ •
Veritable Maritime, an owner of crude oil tankers ​ Past Company Boards •
Nine Entertainment Corporation, an Australia-based television broadcast and media company ​ •
Jacuzzi Brands ​ •
Prestige (prior to the Acquisition) ​ Education •
M.B.A., Harvard Business School ​ •
B.A., University of Pennsylvania ​ •
B.S., Wharton School of Business, University of Pennsylvania ​

14 / 

PROPOSAL 1 — ELECTION OF DIRECTORS​

PAMELA THOMAS-GRAHAM
Founder and Chief Executive Officer, Dandelion Chandelier LLC ​ Age: 56 Director Since: April 2018
Independent Director Committees: •
Audit ​ •
TESS ​  Favorite Ship: Riviera Ms. Thomas-Graham provides our Board with experience cultivated over 20 years of serving in executive leadership roles. She also offers expertise in marketing, brand management and human capital development. From her significant tenure as a public company director, she is also able to share with our Board insights gained from her experience overseeing corporate governance, financial reporting and controls, risk management, business strategies and operations of other companies. Experience •
Founder and Chief Executive Officer, Dandelion Chandelier LLC, a private digital media enterprise focused on global luxury: August 2016 – Present ​ •
Chair, New Markets, Credit Suisse Group AG, a global financial services company: October 2015 to June 2016 ​ •
Chief Marketing and Talent Officer, Head of Private Banking & Wealth Management New Markets, and member of the Executive Board, Credit Suisse: January 2010 to October 2015 ​ •
Managing director in the private equity group at Angelo, Gordon & Co.: 2008 to 2009 ​ •
Group President, Liz Claiborne, Inc.: 2005 to 2007 ​ •
Chairman, President, and Chief Executive Officer, CNBC: 2001 to 2005 ​ •
Executive Vice President, NBCUniversal ​ •
President and Chief Executive Officer, CNBC.com ​ •
Began her career at McKinsey & Company, a global consulting firm, in 1989, and became the firm’s first African-American female partner in 1995 ​ Current Public Company Boards •
The Clorox Company (NYSE: CLX), Lead Independent Director ​ •
The Bank of N.T. Butterfield & Son Limited (NYSE: NTB) ​ •
Peloton Interactive, Inc. (Nasdaq: PTON) ​ Current Private Company Boards •
Compass ​ Education •
J.D., Harvard University ​ •
M.B.A., Harvard University ​ •
B.A. in Economics, Harvard University ​

 2020 Proxy Statement / 15​

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Shareholder Engagement

We believe that strong relationships with our shareholders are critical to our long-term success. Our shareholder outreach program is led by a cross-functional team including members of our Investor Relations and Legal departments. Through this year-round outreach, we solicit feedback on our executive compensation program, corporate governance, disclosure practices and corporate social responsibility programs and long-term goals. We frequently include our Board members in our engagement meetings and share feedback with our entire Board.

In response to our 2018 Say-on-Pay Vote, we initiated engagement with shareholders owning approximately 50% of our ordinary shares and had meetings, led by our Compensation Committee Chairperson, with shareholders owning approximately 32% of our outstanding ordinary shares, par value $0.001 per share (“ordinary shares”), as of December 31, 2018. As a result of these discussions, we made enhancements to our compensation program that took effect in 2019 and are described under “Compensation Discussion and Analysis.”

Corporate Governance Cycle

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CORPORATE GOVERNANCE​

Governance and Compensation Enhancements

Since our IPO, we have continued to enhance our corporate governance and compensation practices.

 2020 Proxy Statement / 17​

CORPORATE GOVERNANCE

Board Diversity

Our Board’s commitment to seeking out women and minority candidates as well as candidates with diverse backgrounds is formalized in our Corporate Governance Guidelines.

Board of Directors

Board Leadership Structure

Chairperson: Russell W. Galbut   Number of Board Meetings in 2019   Board and Committee Meeting Attendance   Annual General Meeting Attendance	Our Board believes its current leadership structure best serves the objectives of our Board’s oversight of management, our Board’s ability to carry out its roles and responsibilities on behalf of our shareholders, and our overall corporate governance. Our Board and each of its committees are currently led by independent directors, with our President and Chief Executive Officer separately serving as a member of our Board. Our Board believes that participation of our President and Chief Executive Officer as a director, while keeping the roles of President and Chief Executive Officer and Chairperson of the Board separate, provides the proper balance between independence and management participation at this time. By having a separate Chairperson of the Board, we maintain an independent perspective on our business affairs, and at the same time, through the President and Chief Executive Officer’s participation as a director, our Board maintains a strong link between management and our Board. We believe this leadership structure promotes clear communication, enhances strategic planning, and improves implementation of corporate strategies. Our current leadership structure is:
	• Frank J. Del Rio	President, Chief Executive Officer and Director
	• Russell W. Galbut*	Chairperson of the Board
	• Chad A. Leat*	Chairperson of the Audit Committee
	• John W. Chidsey*	Chairperson of the Compensation Committee
	• David M. Abrams*	Chairperson of the Nominating and Governance Committee
	• Mary E. Landry*	Chairperson of the TESS Committee
	* Independent Director Our Board periodically reviews the leadership structure of our Board and may make changes in the future.

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CORPORATE GOVERNANCE​

Board Meeting Attendance

During 2019, there were five meetings of our Board, four meetings of our Audit Committee and three meetings of each of our Compensation Committee, Nominating and Governance Committee and TESS Committee. Each of our directors attended at least 75% of the aggregate of all meetings of our Board and of any committees on which he or she served during 2019. Pursuant to our Corporate Governance Guidelines, in addition to regularly scheduled Board meetings, during 2019, our independent directors held four regularly scheduled

executive sessions without the presence of Company management. Our Chairperson of the Board presides at such executive sessions.

We do not have a formal policy regarding Board member attendance at the annual general meeting of shareholders. Nine of our directors and director nominees attended the annual general meeting of shareholders in 2019 in person or telephonically.

Board Committees

The standing committees of our Board include the Audit Committee, Compensation Committee, Nominating and Governance Committee and TESS Committee. Each committee has adopted a written charter and a copy of each committee charter is posted under “Corporate

Governance” on our website at www.nclhltdinvestor.com. In addition to these committees, our Board may, from time to time, authorize additional Board committees to assist the Board in its responsibilities.

 
Chairperson:
Chad A. Leat ​   Number of
Meetings in 2019 ​ Other Committee Members •
Chidsey ​ •
Thomas-Graham ​ Audit Committee ​ Primary Responsibilities The principal duties and responsibilities of our Audit Committee are to: •
oversee and monitor the integrity of our financial statements; ​ •
monitor our financial reporting process and internal control system; ​ •
appoint our independent registered public accounting firm from time to time, determine its compensation and other terms of engagement and oversee its work; ​ •
oversee the performance of our Internal Audit function; and ​ •
oversee our compliance with legal, ethical and regulatory matters. ​ Our Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties. Independence All Audit Committee members are considered independent as defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under applicable rules of the New York Stock Exchange (the “NYSE”). Audit Committee Financial Experts Our Board has determined that all of our Audit Committee members qualify as audit committee financial experts as defined in Item 407(d)(5) of Regulation S-K. Their biographies are available under “Proposal 1 — Election of Directors.”

 2020 Proxy Statement / 19​

CORPORATE GOVERNANCE

 
Chairperson:
John W. Chidsey ​   Number of Meetings in 2019 ​ Other Committee Members •
Galbut ​ •
Leat ​ Compensation Committee ​ Primary Responsibilities The principal duties and responsibilities of our Compensation Committee are to:  •
provide oversight of the planning, design and implementation of our overall compensation and benefits strategies and to approve (or recommend that our Board approve) changes to our executive compensation plans, incentive compensation plans, equity-based plans and benefits plans; ​ •
establish and administer incentive compensation, benefit and equity-related plans; ​ •
establish corporate goals, objectives, salaries, incentives and other forms of compensation for our President and Chief Executive Officer and our other executive officers; ​ •
provide oversight of and review the performance of our President and Chief Executive Officer and other executive officers; and ​ •
review and make recommendations to our Board with respect to the compensation and benefits of our non-employee directors. ​ Our Compensation Committee is also responsible for reviewing the “Compensation Discussion and Analysis” and for preparing the Compensation Committee Report included in this Proxy Statement. Our Compensation Committee considers recommendations of our President and Chief Executive Officer in reviewing and determining the compensation, including equity awards, of our other executive officers. In addition, our Compensation Committee has the power to appoint and delegate matters to a subcommittee comprised of at least one member of our Compensation Committee. Our Compensation Committee does not currently intend to delegate any of its responsibilities to a subcommittee. Our Compensation Committee is authorized to retain compensation consultants to assist in the review and analysis of the compensation of our executive officers. As further described under “Executive Compensation — Compensation Discussion and Analysis”, our Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to advise it regarding the amount and types of compensation that we provide to our executive officers, how our compensation practices compared to the compensation practices of other companies and to advise on matters related to our incentive compensation structures. Our Compensation Committee has assessed the independence of FW Cook and concluded that its engagement of FW Cook did not raise any conflict of interest. Independence All Compensation Committee members are considered independent under applicable NYSE rules and satisfy the additional independence requirements specific to Compensation Committee membership under the NYSE listing standards.

20 / 

CORPORATE GOVERNANCE​

 
Chairperson:
David M. Abrams ​   Number of Meetings in 2019 ​ Other Committee Members •
David ​ •
Landry ​ Nominating and Governance Committee ​ Primary Responsibilities The principal duties and responsibilities of our Nominating and Governance Committee are to: •
make recommendations to our Board regarding the size and composition of our Board and its committees, establish criteria for our Board and committee membership and recommend to our Board qualified individuals to become members of our Board; ​ •
advise and make recommendations to our Board regarding proposals submitted by our shareholders; ​ •
oversee the evaluation of our Board, its committees and management; ​ •
make recommendations to our Board regarding management succession; ​ •
make recommendations to our Board regarding our Board’s governance matters and practices; and ​ •
oversee our political spending and lobbying policies and practices. ​ Independence All Nominating and Governance Committee members are considered independent under applicable NYSE rules.

 
Chairperson:
Mary E. Landry ​   Number of Meetings in 2019 ​ Other Committee Members •
David ​ •
Thomas-Graham ​ Technology, Environmental, Safety and Security (“TESS”) Committee ​ Primary Responsibilities The principal duties and responsibilities of our TESS Committee are to: •
oversee matters, initiatives, reporting and public communications related to corporate social responsibility and sustainability; ​ •
oversee our programs and policies related to technology and innovation, cybersecurity, data protection and privacy; and ​ •
oversee our policies regarding safety, security, environmental and climate-related matters. ​ Independence All TESS Committee members are considered independent under applicable NYSE rules.

The Nomination Process

Our Nominating and Governance Committee regularly evaluates our Board to ensure that our directors have the broad range of skills, expertise, industry knowledge and diversity of background and experience needed to support our long-term strategy. Prior to each annual general meeting of shareholders, our Nominating and Governance Committee recommends to our Board nominee candidates that it has found to be well-qualified, willing and available to serve. In addition, our Nominating

and Governance Committee recommends candidates to serve on our Board at other times during the year, as needed.

As described in our Corporate Governance Guidelines, our Nominating and Governance Committee seeks to recommend directors who: (1) understand elements relevant to the success of a publicly traded company, (2) understand our business and (3) have a strong educational and professional background. In selecting director nominees, our Nominating and Governance

 2020 Proxy Statement / 21​

CORPORATE GOVERNANCE

Committee also considers the individual’s independence, character, ability to exercise sound judgment and demonstrated leadership skills. The Board is also committed to seeking out women and minority candidates as well as candidates with diverse backgrounds, experiences and skills as part of each Board search the Company undertakes.

Our Nominating and Governance Committee may engage a third-party search firm to assist it in identifying candidates for our Board.

Our Nominating and Governance Committee will identify and consider candidates suggested by outside directors, management and/or shareholders and evaluate them in accordance with its established criteria. Director candidates recommended by shareholders will be considered in the same manner as recommendations from other sources. If a shareholder desires to recommend a director candidate for consideration by our Nominating and Governance Committee,

recommendations should be sent in writing to the General Counsel and Assistant Secretary, Norwegian Cruise Line Holdings Ltd., 7665 Corporate Center Drive Miami, Florida 33126, together with appropriate biographical information concerning each proposed director candidate.

Our Nominating and Governance Committee may request additional information concerning the director candidate as it deems reasonably necessary to determine the eligibility and qualification of the director candidate to serve as a member of our Board. Shareholders who are recommending candidates for consideration by our Board in connection with the next annual general meeting of shareholders should submit their written recommendation no later than January 1 of the year of that meeting.

Director Independence

Our Board has affirmatively determined that seven of our ten directors, Mr. David M. Abrams, Mr. John W. Chidsey, Ms. Stella David, Mr. Russell W. Galbut, Ms. Mary E. Landry, Mr. Chad A. Leat and Ms. Pamela Thomas-Graham, are independent under the applicable rules of the NYSE. Our Board determined that Mr. Adam M. Aron, Mr. Steve Martinez and Mr. Frank J.

Del Rio are not independent. In considering the independence of each director, our Board reviews information provided by each director and considers whether any director has a material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us).

Board and Committee Evaluations

Each fall, our Nominating and Governance Committee leads our Board and its committees through a formal evaluation process. All members of our Board complete written questionnaires regarding the Board, its committee and general matters of strategy and focus. These questionnaires are designed to elicit information that will ultimately help improve the effectiveness of the Board and each committee. Board members are also encouraged to have one-on-one discussions with either the Chairperson of the Nominating and Governance Committee or the Chairperson of the Board regarding

any feedback they may have regarding individual directors. The feedback from these questionnaires is then analyzed and discussed by both the Nominating and Governance Committee and the full Board to ensure that appropriate steps are taken to address any opportunities for improvement. For example, previous evaluations resulted in an increased focus on talent reviews and succession planning, the formation of the TESS Committee and the creation of a dedicated Environmental, Social and Corporate Governance (“ESG”) Department.

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CORPORATE GOVERNANCE​

Board Risk Oversight

Our Board recognizes that effective risk oversight is critical to our long-term success and the fulfillment of its fiduciary duties to our shareholders. While our management team is responsible for the day-to-day management of our risks and implementing appropriate risk management strategies, our Board is responsible for

setting the correct tone at the top, fostering an appropriate culture of risk management, understanding our enumerated top risks and monitoring how management mitigates such risks. Our Board uses its committees to assist in their risk oversight function as described below.

At regular meetings of our Board, committee members report to the full Board regarding matters reported and discussed at committee meetings, including matters relating to risk assessment or risk management. Members of management provide regular reports to our

Board, or its committees, regarding business operations, strategic planning, financial planning, cybersecurity, legal, compliance and regulatory matters, succession planning and governance matters, including any material risk to us relating to such matters. Our President and

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CORPORATE GOVERNANCE

Chief Executive Officer, Executive Vice President and Chief Financial Officer and Executive Vice President, General Counsel and Assistant Secretary regularly attend meetings of our Board and its committees when they are not in executive session, and often report on and or supplement discussions on matters that may not be otherwise addressed.

Our Audit Committee also receives regular reports from our Vice President of Internal Audit, who facilitates our enterprise risk management process on behalf of management and our Audit Committee, to ensure that our major business risks are being assessed and managed appropriately. In addition, our directors are

encouraged to communicate directly with members of management regarding matters of interest, including matters related to risk, at times when meetings are not being held.

Our Board believes that the structure and assigned responsibilities described above provide the appropriate focus, oversight and communication of key risks we face. Our Board also believes that the processes it has established to administer our Board’s risk oversight function would be effective under a variety of leadership frameworks and therefore do not have a material effect on our Board’s leadership structure.

Our Culture

Our People

It is our privilege to work in a community of more than 36,000 team members around the globe. Our core mission is to provide exceptional vacation experiences delivered by passionate team members committed to world-class hospitality and innovation. To achieve this, it is crucial that each team member has the opportunity to thrive in order to provide the best possible vacation experience for our guests. We believe in fostering a culture of diversity and inclusion to make our Company stronger through varied perspectives that are invaluable in today’s dynamic global business environment.

Our commitment to diversity and inclusion begins at the top of our organization, where three members of our Board are female and 60% of our Board members represent diverse backgrounds. We encourage the development of new female leaders through our mentorship program and Elevate, our female executive networking group. Our mentorship program encourages team members of all genders and backgrounds to develop leadership skills, cultivate relationships and identify growth opportunities. Captain Serena Melani, a 30-year veteran and the first woman in cruise industry history to captain a new ocean cruise ship at launch, will helm our newest ship, the Seven Seas Splendor. We are committed to providing equal opportunity to all team members and our intolerance of any form of discrimination or harassment in the workplace is outlined in our Code of Ethical Business Conduct.

As a people first organization, we believe in offering our team members programs and benefits that encourage them to advance their skills and achieve long-term financial stability. As such, our benefit program includes student loan repayment assistance and educational assistance for team members seeking degrees or professional certifications.

Our Sustainability

During 2019, we continued to build on our global sustainability program “Sail & Sustain,” and one of our key highlights for the year was the announcement that Norwegian Cruise Line became the first major global cruise company to be plastic water bottle free through its partnership with JUST® Goods, Inc. and Vero Water®. Our strong focus on reducing single-use plastics is expected to result in the elimination of over 11 million single-use plastic bottles and 50 million plastic straws annually across our entire fleet and two island destinations.

Another key highlight of 2019 was the establishment of the TESS Committee of our Board to oversee matters related to corporate social responsibility and sustainability. We are taking a proactive approach to strengthen our ESG efforts, and in early 2020 we announced the creation of a dedicated ESG department. This new function will further enhance our overall ESG strategy while coordinating closely with departments across our organization including Health, Medical, Safety and Environmental Operations, Human Resources, Supply Chain and Legal.

Additional information about our Sail and Sustain program can be found in our annual Stewardship Reports, which are available on our website www.nclhltd.com, under “Stewardship.” Our 2019 Stewardship Report is expected to be available mid-year, 2020.

Our Giving

Dedication to family and community is one of our Company’s core values. We support the global communities where we live and work through volunteerism and charitable giving throughout the year. In fall 2019, we relaunched our Hope Starts Here hurricane

24 / 

CORPORATE GOVERNANCE​

relief campaign in partnership with All Hands All Hearts and donated $3 million of cash and in-kind donations to assist in emergency relief efforts in response to the devastating impact of hurricane Dorian. We also donated 250,000 (AUD) to help those affected by the fires in Australia.

Other charitable initiatives included donating the use of Norwegian Encore to host the Boys & Girls Club of Miami-Dade’s Wild About Kids Gala in November to help support youth from low-income families and single parent households by providing safe and nurturing

activities such as after-school programs, summer school and sports league services. More than 1,600 guests attended the gala and the event raised over $1.4 million. We also honored deserving teachers around the country through our Giving Joy campaign. In addition, team members continue to play a role in our sustainability efforts and in 2019, donated over 1,000 hours giving back to our communities through events such as beach clean ups, Habitat for Humanity projects, and dinner services at the Camillus House Campus emergency housing facility.

Succession Planning

Succession planning is part of our culture. We have a year-round focus on providing team members with opportunities to develop their leadership skills and add to our bench of talent through various training initiatives. Our Nominating and Governance Committee, President and Chief Executive Officer and Executive Vice President and Chief Talent Officer engage in a formal process to identify, evaluate, and select potential successors for our President and Chief Executive Officer and other members of senior management. This review includes a discussion about development plans for senior

leaders to help prepare them for future succession and contingency plans in the event our President and Chief Executive Officer is unable to serve for any reason, including death or disability. Members of management are also regularly invited to make presentations at Board and committee meetings and meet with directors in informal settings to allow our directors to form a more complete understanding of our executives’ skills and character. This process culminates in an annual review of potential successors and future leadership with the entire Board.

Hedging, Pledging and Short Sale Prohibitions

We have an insider trading policy, which, among other things, prohibits our senior officers, which includes those team members in positions at the Vice President and above level, and the members of our Board from engaging in any speculative transactions or in transactions that attempt to hedge or offset any decrease in the market value of our securities, including but not limited to put options, prepaid variable forwards, equity swaps and collars. Additionally, our insider trading policy prohibits senior officers, including our NEOs, and directors from engaging in short sales of our securities or engaging in transactions involving Company-based derivative securities, including, but not limited to, trading

in Company-based put option contracts, transacting in straddles, and the like. All other employees are strongly discouraged from engaging in the transactions described above.

We also have a policy that prohibits senior officers and members of our Board from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan. Arrangements for pledges of Company securities that were in place prior to the adoption of the policy are excluded from this prohibition. All other employees are strongly discouraged from engaging in the transactions described above.

Code of Ethical Business Conduct

We have a Code of Ethical Business Conduct that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions, and our directors. These standards are designed to deter wrongdoing and to promote honest and ethical conduct. Our Code of Ethical Business Conduct is posted on our website, www.nclhltdinvestor.com, under “Corporate Governance.”

We intend to disclose waivers from, and amendments to, our Code of Ethical Business Conduct that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions, by posting such information on our website, www.nclhltdinvestor.com, to the extent required by applicable rules of the NYSE and rules and regulations of the SEC.

 2020 Proxy Statement / 25​

CORPORATE GOVERNANCE

Corporate Governance Materials

Our Board has adopted Corporate Governance Guidelines, which provide the framework for the governance of our Company and represent our Board’s current views with respect to selected corporate governance issues considered to be of significance to our shareholders. The Corporate Governance Guidelines direct our Board’s actions with respect to, among other

things, Board composition, director qualifications and diversity considerations, director independence, Board committees, succession planning and the Board’s annual performance evaluation. A current copy of the Corporate Governance Guidelines is posted under “Corporate Governance” on our website at www.nclhltdinvestor.com.

Communicating with the Board

Shareholders and other interested parties may send written communications to our Board or to specified individuals on our Board, including the Chairperson of our Board or all independent directors as a group, c/o Norwegian Cruise Line Holdings Ltd.’s General Counsel and Assistant Secretary at 7665 Corporate Center Drive, Miami, Florida 33126. All mail received will be opened and communications from verified shareholders that relate to matters that are within the scope of the responsibilities of our Board, other than solicitations, junk mail and frivolous or inappropriate

communications, will be forwarded to the Chairperson of our Board or any specified individual director or group of directors, as applicable. If the correspondence is addressed to our Board, the Chairperson will distribute it to our other Board members if he determines it is appropriate for our full Board to review. In addition, if requested by shareholders, when appropriate, the Chairperson of our Board or other appropriate independent director will also be available for consultation and direct communication with shareholders.

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DIRECTOR COMPENSATION

2019 Director Compensation Program

Our Board is focused on attracting and retaining members with the expertise, background and experience needed to lead our Company. Under our Directors’ Compensation Policy, each member of our Board who was not employed by us was entitled to receive the following cash compensation for their role on the Board or committees during 2019, as applicable:

Type of Retainer or Fee	Amount
Annual Retainer	​	$	100,000
Out-of-Country Meeting Attendance	​	$	10,000(1)
Chairperson of the Board	​	$	50,000
Chairperson of the Audit Committee	​	$	30,000
Chairperson of the Compensation Committee	​	$	20,000
Chairperson of the Nominating and Governance Committee	​	$	20,000
Chairperson of the TESS Committee	​	$	20,000
Audit Committee Member Retainer(2)	​	$	15,000

(1)

For each Board or committee meeting located outside of such director’s country of residence and attended in-person. Only one fee is payable for multiple meetings held on the same/consecutive days.

(2)

Chairperson of the Audit Committee is not eligible.

All annual retainers were pro-rated for partial years of service and payable in four quarterly installments. Each of our directors was also reimbursed for reasonable out-of-pocket expenses for attendance at Board and committee meetings.

Our directors had the right to elect to receive their $100,000 annual retainers in the form of a restricted share unit (“RSU”) award in lieu of cash. Any such RSU award was automatically granted on the first business day of the calendar year and vested in one installment on the first business day of 2020.

In addition, each director was entitled to receive an annual RSU award on the first business day of 2019 valued at $140,000 on the date of the award. Each director’s annual RSU award vested in one installment on the first business day of the calendar year following the year the award was granted. Each director’s annual RSU award would have been pro-rated if the director joined our Board after the first business day of the given year.

To enhance their understanding of our products, each director was invited and encouraged to take one cruise with a guest of their choice on one of our Company’s brands annually. The director was responsible for taxes and certain fees and any onboard spending.

Mr. Martinez elected not to receive compensation for his service on our Board in 2019. Mr. Del Rio, as an employee of our Company, was not entitled to receive any additional fees for his services as a director. The following table presents information on compensation to the following individuals for the services provided as a director during the year ended December 31, 2019.

 2020 Proxy Statement / 27​

DIRECTOR COMPENSATION

2019 Director Compensation

Name(1)	Fees Earned or Paid in Cash ($)​		Stock Awards ($)(2)(3)​	Option Awards ($)​	Non-Equity Incentive Plan Compensation ($)​	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)​	All Other Compensation ($)​	Total ($)​
David M. Abrams(4)	​	140,000	139,981​	—​	—​	—​	—​	279,981​
Adam M. Aron	​	130,000	139,981​	—​	—​	—​	—​	269,981​
John W. Chidsey(4)	​	165,000	139,981​	—​	—​	—​	—​	304,981​
Stella David(4)	​	100,000	139,981​	—​	—​	—​	—​	239,981​
Russell W. Galbut(4)	​	180,000	139,981​	—​	—​	—​	—​	319,981​
Mary E. Landry	​	147,722	139,981​	—​	—​	—​	—​	287,703​
Chad A. Leat	​	160,000	139,981​	—​	—​	—​	—​	299,981​
Steve Martinez	​	—	—​	—​	—​	—​	—​	—​
Pamela Thomas-Graham	​	135,000	139,981​	—​	—​	—​	—​	274,981​

(1)

Mr. Abram’s compensation relates to his role as Chairperson of our Nominating and Governance Committee and as a director. Mr. Aron’s and Ms. David’s compensation relates to their roles as directors. Mr. Chidsey’s compensation relates to his role as the Chairperson of our Compensation Committee, a member of our Audit Committee and as a director. Mr. Galbut’s compensation relates to his role as Chairperson of our Board and as a director. Ms. Landry’s compensation relates to her role as Chairperson of the TESS Committee and as a director. Mr. Leat’s compensation relates to his role as Chairperson of our Audit Committee and as a director. Ms. Thomas-Graham’s compensation relates to her role as an Audit Committee member and as a director. No other directors received any form of compensation for their services in their capacity as a director during the 2019 calendar year.

(2)

The amounts reported in the “Stock Awards” column of the table above reflect the grant date fair value under Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) of the time-based RSU awards granted to our non-employee directors in 2019. The grant date fair value for the RSU awards was calculated as equal to the $42.38 closing price of our ordinary shares on the date of grant.

(3)

None of our non-employee directors held any outstanding options or restricted shares as of December 31, 2019. As of December 31, 2019, our non-employee directors held the following unvested RSUs:

Name	Unvested RSUs​
David M. Abrams	​	5,663
Adam M. Aron	​	3,303
John W. Chidsey	​	5,663
Stella David	​	5,663
Russell W. Galbut	​	5,663
Mary E. Landry	​	3,303
Chad A. Leat	​	3,303
Steve Martinez	​	—
Pamela Thomas-Graham	​	3,303

(4)

Messrs. Abrams, Chidsey, Galbut and Ms. David each elected to receive their full annual retainers in the form of RSU awards. Accordingly, they each received 2,360 RSUs in lieu of their annual retainers for 2019. The retainers that each of these directors elected to receive in RSUs are reported as though they had been paid in cash and not converted into RSUs.

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Director Share Ownership Policy

To reinforce our Board’s philosophy that meaningful ownership in our Company provides greater alignment between our Board and our shareholders, our Board adopted a share ownership policy. The share ownership policy requires non-employee directors who receive compensation from our Company to own a number of our ordinary shares equal to three times their annual cash retainer, with such values determined annually based on the average daily closing price of our ordinary shares for the previous calendar year.

Non-employee directors have five years from their appointment to meet the requirements of the share ownership policy and are required to retain 50% of the net after-tax shares received in respect of equity awards until they are in compliance. All of our non-employee directors who receive compensation for their service as a director have met their objectives within the five-year period.

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PROPOSAL 2 — ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are providing our shareholders with the opportunity to vote, on a non-binding, advisory basis, on the compensation of our NEOs as disclosed in this Proxy Statement.

After considering shareholder feedback from our 2018 Say-on-Pay Vote, our Compensation Committee and Board made changes to our executive compensation program that took effect in 2019 which we believe strengthen the “pay for performance” philosophy of our compensation program.

Shareholders are strongly encouraged to read the “Compensation Discussion and Analysis,” which discusses in detail how our compensation policies and practices implement our compensation philosophy.

We are asking our shareholders to indicate their support for our NEOs’ compensation as described in this Proxy Statement. The vote on this resolution, commonly known as a “Say-on-Pay Vote”, is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our NEOs. The vote is advisory, which means that the vote is not binding on our Company, our Board or our Compensation Committee. However, our Compensation Committee, which is responsible for designing and overseeing our executive

compensation program, values the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our NEOs.

Pursuant to the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our Board requests your advisory vote on the following resolution at the Annual General Meeting:

RESOLVED, that the shareholders of our Company approve, on an advisory basis, the overall compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosures set forth in the Proxy Statement for this Annual General Meeting.

Our current policy is to provide our shareholders with an opportunity to approve the compensation of our NEOs each year at the annual general meeting of shareholders. It is expected that the next such vote will occur at the 2021 annual general meeting of shareholders, although we will consider the views of shareholders expressed on our vote on the frequency of future Say-on-Pay Votes (Proposal No. 3).

Board Recommendation

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.​

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

2019 Named Executive Officers

Our NEOs for 2019 were:

Frank J. Del Rio	President and Chief Executive Officer
Mark A. Kempa	Executive Vice President and Chief Financial Officer
Robert Binder	President and Chief Executive Officer, Oceania Cruises and Vice Chairman, Oceania Cruises and Regent
Jason Montague	President and Chief Executive Officer, Regent
Andrew Stuart	Former President and Chief Executive Officer, Norwegian (through December 2019)

Our Compensation Committee determines all aspects of our executive compensation program and makes all compensation decisions affecting our NEOs. None of our NEOs are members of our Compensation Committee or otherwise had any role in determining the compensation of our other NEOs. Our Compensation Committee does consider the recommendations of Mr. Del Rio in setting compensation levels for NEOs besides himself.

Summary of Compensation Program

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EXECUTIVE COMPENSATION

Financial Highlights

Shareholder Outreach Regarding Compensation Program

In response to our 2018 Say-on-Pay Vote, we initiated engagement with shareholders owning approximately 50% of our ordinary shares and had meetings, led by our Compensation Committee Chairperson, with shareholders owning approximately 32% of our outstanding ordinary shares as of December 31, 2018.

The results of this outreach were shared with the entire Board. Due to the timing of our compensation decisions, many of the resulting changes to our compensation program became effective in 2019. The key feedback we received from shareholders at these meetings and our responses to the feedback included:

Investor Feedback

WHAT WE HEARD		HOW WE RESPONDED
	Compensation for our executives should be heavily weighted towards performance		President and CEO’s 2019 target annual equity award was increased from 60% to 75% performance-based
	The performance period for equity awards should be increased		Increased the Adjusted ROIC performance period for 2019 equity awards from one year to two years
	Disclosures regarding the compensation program should be improved		Proxy Statement has been revised to better communicate our compensation practices
	We should continue providing annual performance-based equity grants instead of front-loaded equity grants		We continued providing annual performance-based equity grants in both 2019 and 2020
	Compensation Committee should continue to evaluate metrics for short and long-term incentives		Our Compensation Committee will consider alternate metrics going forward, and is committed to choosing metrics that we believe will drive long-term growth

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EXECUTIVE COMPENSATION​

COVID-19 Pandemic Response

Our Compensation Discussion and Analysis and the compensation tables and disclosures that follow focus primarily on compensation earned or awarded in 2019. Compensation earned or awarded in 2019 was based on 2019 financial results (and in some cases 2018 financial results), prior to the COVID-19 pandemic.

In mid-March 2020, we announced that to contribute to efforts around the globe to contain the spread of the

COVID-19 coronavirus, we were temporarily suspending our cruise operations. Our Board and our executive officers are working together to address the challenges posed by the COVID-19 pandemic, including taking some of the pro-active reductions to compensation that are described below. We expect that the COVID-19 pandemic will impact our compensation decisions for 2020.

Elements of our Executive Compensation Program

Base Salaries

Each NEO is party to an employment agreement which provides a fixed base salary, subject to annual review by our Compensation Committee. Decisions regarding adjustments to base salaries are made at the discretion of our Compensation Committee, as all automatic base salary increases have been eliminated. Base salaries are used to attract and retain highly qualified

executives. In reviewing base salary levels for our NEOs, our Compensation Committee considers the following factors: job responsibilities, leadership and experience, value to our Company and the recommendations of our President and Chief Executive Officer (other than with respect to his own base salary). Our Compensation Committee did not increase annual base salaries for 2019.

NEO	2018 Base Salary​			2019 Base Salary​
Frank J. Del Rio	​	$	1,800,000(1)	$1,800,000​
Mark A. Kempa	​	$	700,000(1)	$700,000​
Robert Binder	​	$	700,000	$700,000​
Jason Montague	​	$	700,000	$700,000​
Andrew Stuart	​	$	700,000	$700,000​

(1)

Effective from March 1, 2018.

In mid-March 2020, we announced that to contribute to efforts around the globe to contain the spread of the COVID-19 coronavirus, we were temporarily suspending our cruise operations. Annual base salaries for our corporate team, including our NEOs, will be reduced by 20% from April 2020 through at least June 2020.

Annual Performance Incentives

Each of our NEOs is eligible for an annual cash performance incentive based on the attainment of performance objectives for the fiscal year. Annual cash performance incentives ensure that a portion of our NEOs’ annual compensation is at risk, based on our performance against pre-established, objective targets. Our Compensation Committee uses annual cash performance incentives to motivate our NEOs to achieve our annual financial objectives and to attract and retain top executives.

Target Annual Cash Performance Incentive Opportunities.   Our Compensation Committee annually establishes each NEO’s, other than Mr. Del Rio’s, annual cash performance incentive opportunity by evaluating a variety of factors, including: (1) scope of responsibilities and position, (2) expertise and

experience, (3) potential to achieve business objectives, (4) competitive compensation market data, including the bonus opportunities provided by our Peer Group (as defined below), (5) ability to create shareholder value and (6) recommendations of our President and Chief Executive Officer. Mr. Del Rio’s annual cash bonus opportunity was negotiated by our Compensation Committee in connection with his employment agreement.

Corporate Performance Measures.   Each year, our Compensation Committee establishes the performance objectives for the annual cash performance incentives. The performance objectives are based on financial performance at the consolidated NCLH level as our Compensation Committee believes this structure most closely aligns the interests of our NEOs and our shareholders.

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

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EXECUTIVE COMPENSATION

impact of extraordinary, unusual or infrequently occurring events, or unforeseen events in determining the extent to which the performance measures are met.

For 2019, our Compensation Committee selected adjusted earnings per share (“Adjusted EPS”) as the performance measure for purposes of the annual cash performance incentives. Our Compensation Committee believes that Adjusted EPS is an important measure to incentivize our NEOs to achieve our short-term business objectives as it is a key factor in driving shareholder value. In setting the target level for Adjusted EPS for 2019, our Compensation Committee considered several factors, including a careful review of the annual budget and the desire to ensure continued improved performance on a year-over-year basis. A

reconciliation of Adjusted EPS to the most directly comparable GAAP financial measure is included in Appendix A. Certain adjustments for fuel rate impacts, foreign exchange rate impacts, and at the discretion of the Compensation Committee, one-time items are required by our plan terms to be made to the Adjusted EPS target.

The following table summarizes the Adjusted EPS performance levels and related payout opportunities. If the threshold level established for Adjusted EPS performance was not achieved, no payouts would have been made. NEOs have the opportunity to receive incremental payments for performance in between the established target levels.

Name	Threshold Adjusted EPS: $5.28(1)​	Target Adjusted EPS: $5.33​	Maximum Adjusted EPS: $5.49(2)​	Actual​	% of Target​
Frank J. Del Rio	$1,800,000 (100% of base salary)​	$3,600,000 (200% of base salary)​	$5,400,000 (300% of base salary)​	$3,600,000​	100%​
Mark A. Kempa	$350,000 (50% of base salary)​	$700,000 (100% of base salary)​	$1,750,000 (250% of base salary)​	$700,000​	100%​
Robert Binder	$350,000 (50% of base salary)​	$700,000 (100% of base salary)​	$1,750,000 (250% of base salary)​	$700,000​	100%​
Jason Montague	$350,000 (50% of base salary)​	$700,000 (100% of base salary)​	$1,750,000 (250% of base salary)​	$700,000​	100%​
Andrew Stuart	$350,000 (50% of base salary)​	$700,000 (100% of base salary)​	$1,750,000 (250% of base salary)​	$700,000​	100%​

(1)

Excludes the impact of incremental bonus payments.

(2)

Unlike the other NEOs, Mr. Del Rio’s annual cash performance incentive opportunity was capped at 150% of his target bonus opportunity. Consequently, the Adjusted EPS performance level required for Mr. Del Rio to achieve a maximum payout was $5.39.

For 2019, our Compensation Committee established an Adjusted EPS target level of $5.33, which required an 8.3% increase in actual Adjusted EPS performance from the prior year. Our actual 2019 Adjusted EPS was $5.09. On June 4, 2019, the Office of Foreign Assets Control of the United States Department of the Treasury abruptly removed the authorization for group people-to-people educational travel by U.S. persons to Cuba. As a result, we were required to stop sailings to Cuba the following day, resulting in a negative impact to our Adjusted EPS for 2019. The terms of our Plan provide that our Compensation Committee will make adjustments to exclude certain extraordinary events from the calculation of Adjusted EPS for annual cash performance incentives. Our Compensation Committee determined that the cessation of cruises to Cuba was an extraordinary event

and excluded the impact, increasing the Adjusted EPS calculation by $0.45 per share. Based on these results, our Compensation Committee approved the payment of target-level annual cash performance incentives for our NEOs. Our Compensation Committee decided that it was appropriate to make an adjustment for the impact of cessation of cruises to Cuba because this extraordinary event was fully outside of management’s control and the action by the United States Department of the Treasury required immediate changes to our operations. Our Compensation Committee decided it was appropriate to cap the payment of the annual cash incentive bonuses at target even though a full adjustment of the Cuba cessation impact would have resulted in a payment above the target amount.

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EXECUTIVE COMPENSATION​

Long-Term Equity Incentive Compensation

The following table summarizes the equity awards our Compensation Committee granted in 2019 and how they help accomplish our compensation objectives:

Components of Long-Term Equity Incentive Compensation	What It Is	Why We Use It	2019 Weighting
PSUs (performance share units)	Opportunity to receive a specified number of shares based on achievement of performance objectives determined by our Compensation Committee. 2019 PSU awards include an additional one-year service requirement following the end of the performance period.	Focuses our NEOs on the achievement of key financial operating objectives over a multi-year period. Adjusted EPS growth and Adjusted ROIC targets align NEOs’ interests with shareholders. Serves as a retention incentive.	CEO: 75% of total target equity award Other NEOs: 33.3% of total target equity award
RSUs (restricted share units)	Right to receive a specified number of shares at the time the award vests. Value fluctuates with the price of our ordinary shares. Vests in annual installments over three years.	Aligns our NEOs’ interests with those of our shareholders. Serves as a retention incentive.	CEO: 25% of total target equity award Other NEOs: 66.7% of total target equity award

In determining the value granted to each NEO, our Compensation Committee considers each NEO’s position, their expected contribution toward achieving our long-term objectives, a review of Peer Group compensation levels and recommendations of our President and Chief Executive Officer (other than with

respect to his own compensation). Our Compensation Committee generally makes equity awards to our NEOs and other members of management once a year, but awards may be granted outside this annual grant cycle in connection with events such as hiring, promotion or extraordinary performance.

Named Executive Officer Awards

President and Chief Executive Officer.   In order to provide Mr. Del Rio with competitive, ongoing, long-term incentives that drive strong financial performance, and retain his services through 2020, the amendment to Mr. Del Rio’s employment agreement in August 2017 provided Mr. Del Rio with an annual target award of RSUs and PSUs worth $7.5 million as of the date of award. Such annual award is contractually required to be at least 60% performance-based. By structuring the employment agreement this way, our Compensation Committee preserved the flexibility to structure a greater percentage of Mr. Del Rio’s annual equity award as performance-based, while requiring that a minimum of 60% of Mr. Del Rio’s annual equity award will be performance-based. Our Compensation Committee also

preserved the flexibility to establish the applicable performance metrics and targets each year, thereby providing our Compensation Committee with discretion to choose a performance-based award structure each year that will best incentivize growth in long-term shareholder value.

In 2019, Mr. Del Rio was awarded a target of 101,644 PSUs. Half of the target PSUs can be earned based on average Adjusted EPS growth for 2019 and 2020 and the other half can be earned based on average Adjusted ROIC for 2019 and 2020. Each half of the target PSUs can be paid out 0% to 200% based on stretch targets. Shown in the tables below are the performance expectations for each metric.

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EXECUTIVE COMPENSATION

Average Adjusted EPS Growth Metric (50% of Target Units)
​	2019 – 2020 Average Adjusted EPS Growth​		Percentage of Target Adjusted EPS Growth Units Earned​
Below Threshold	​	≤9.0%	0%​
​	​	>9.0%(1)	0.0001%​
​	​	10.0%	100%​
Maximum	​	11.0%	200%​

(1)

Once the threshold has been achieved, the number of units that are eligible to be earned will be interpolated on a linear basis between the applicable levels stated above.

Average Adjusted ROIC Metric (50% of Target Units)
​	2019 – 2020 Average Adjusted ROIC​		Percentage of Target Adjusted ROIC Units Earned​
Below Threshold	​	<11.2%	0%​
​	​	11.2%(1)	0.0001%​
​	​	11.4%	100%​
Maximum	​	11.6%	200%​

(1)

Once the threshold has been achieved, the number of units that are eligible to be earned will be interpolated on a linear basis between the applicable levels stated above.

In order to reinforce the long-term nature of the PSU award, in addition to the performance requirements above, the PSUs are also subject to a time-based vesting requirement through March 1, 2022. Definitions of Adjusted EPS and Adjusted ROIC can be found in Appendix A. Certain adjustments for fuel rate impacts, foreign exchange rate impacts, acquisitions, newly ordered vessels and, at our Compensation Committee’s discretion, other extraordinary items are required by our award terms to be made to the targets.

As part of his 2019 annual equity award, Mr. Del Rio was also awarded 33,881 RSUs that are subject to time-based vesting requirements and will become vested ratably on each of March 1, 2020, 2021 and 2022, in each case subject to Mr. Del Rio’s continued employment through the applicable vesting date.

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EXECUTIVE COMPENSATION​

Following numerous shareholder engagement discussions regarding our disappointing Say-on-Pay Vote results in 2018, our Compensation Committee decided to make some changes to the structure of Mr. Del Rio’s equity award for 2019, including increasing

the percentage of the target value of his equity award that is performance-based to 75% and increasing the performance period for the PSUs subject to the Adjusted ROIC metric from one year to two years, as illustrated below:

CEO PSU Payout Results During 2019.   During 2019, Mr. Del Rio forfeited 156,251 options and 37,500 RSUs that were originally granted to him in August 2015 and were subject to Adjusted EPS and Adjusted ROIC targets for 2018. Our Compensation Committee also confirmed that based on our strong performance for the

performance period, the Adjusted ROIC target for 2018 and Adjusted EPS growth target for 2017 and 2018 had been achieved from his August 2017 PSU award at 200% of target. The PSU award continued to be subject to time-based vesting requirements through March 1, 2020 and Mr. Del Rio vested in 158,146 shares.

Other NEOs.   The PSUs awarded to our other NEOs in 2019 have the same structure and performance goals as Mr. Del Rio’s PSUs described above. Our Compensation Committee, after consultations with FW Cook, determined that the annual equity awards made to our other NEOs should also consist of a combination of PSUs that may be earned based on our average

Adjusted ROIC for 2019 and 2020, average Adjusted EPS growth for 2019 and 2020 and continued service through March 1, 2022 and time-based RSUs that vest in three equal, annual installments. For 2019, 33.3% of each NEO’s target annual equity award consisted of PSUs.

Other NEO PSU Payout Results During 2019.   During 2019, Mr. Binder, Mr. Montague and Mr. Stuart each vested in 15,000 PSUs which were granted in March 2017 and were subject to an Adjusted ROIC

target for 2018. Mr. Kempa did not receive a PSU award in March 2017, which was prior to his promotion to Executive Vice President and Chief Financial Officer.

Target Grant Value.   When determining the number of PSUs to award to our NEOs, our Compensation Committee first determines the appropriate total grant date dollar value of each NEO’s PSU award, and then

converts this dollar value into a target number of PSUs using the closing market price (or an average of closing market prices three days prior to the grant date) of our shares on the date of grant. We use the terms target

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EXECUTIVE COMPENSATION

grant value and target award value for PSUs to describe the grant value approved by our Compensation Committee, which is equal to the target number of PSUs awarded multiplied by the closing market price (or an average of closing market prices three days prior to the

grant date) of our shares on the date of grant. This target grant value may in some cases be (and was for 2019) different than the accounting value of the PSU awards that we are required to report in the executive compensation tables that are included below.

Benefits and Perquisites

We provide our NEOs with retirement benefits under our 401(k) Plan, participation in our medical, dental and insurance programs and vacation and other holiday pay, all in accordance with the terms of such plans and programs in effect and substantially on the same terms as those generally offered to our other employees (although vacation benefits may differ).

In addition, our NEOs receive a cash automobile allowance, a cruise benefit for Company cruises, including

certain travel for immediate family, as well as coverage under an executive medical plan which provides coverage of certain extra medical, dental and vision expenses. Mr. Binder receives a monthly travel allowance in lieu of the cash automobile allowance. We believe that the level and mix of perquisites we provide to our NEOs is consistent with market compensation practices.

Mr. Del Rio is also entitled to certain additional perquisites pursuant to the terms of his amended employment agreement originally entered into with Prestige.

Severance Arrangements and Change in Control Benefits

Each of our NEOs is or was employed pursuant to an employment agreement providing for severance payments and benefits upon an involuntary termination of the NEO’s employment by us without “cause” or by him or her 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 (including Mr. Del Rio) upon a qualifying termination of employment generally include a cash payment based on a multiple of his or her base salary (and annual incentive in Mr. Del Rio’s case), a pro-rata portion of any annual cash incentive actually earned for the year of termination of employment, continuation or payment in respect of certain benefits and, in certain cases only, accelerated or continued vesting of outstanding equity awards. We do not believe that our NEOs should be entitled to any cash severance payments or benefits

merely because of a change in control of our Company. Accordingly, none of our NEOs are entitled to any such payments or benefits upon the occurrence of a change in control of our Company unless there is an actual termination (other than for “cause”) or constructive termination of employment for “good reason” 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” following the change in control.

No NEO is entitled to receive a “gross-up” or similar payment for any potential change in control excise taxes, and, depending on what results in the best after-tax benefit for the executive, benefits may be “cut back” instead in such circumstances.

The material terms of these payments and benefits, are described in the “Potential Payments Upon Termination or Change in Control” section below.

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”).

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EXECUTIVE COMPENSATION​

After considering the selection process outlined below and recommendations of FW Cook, our Compensation Committee determined to remove Brinker International, Inc. and add Marriott International, Inc. to our Peer Group from 2018, as our Compensation Committee

believed Marriott International, Inc. is more closely aligned with the selection criteria explained below. Following these changes, our Peer Group for 2019 included the following companies:

• Alaska Air Group, Inc.	• Hilton Worldwide Holdings Inc.	• Royal Caribbean Cruises Ltd.
• Marriott International, Inc.	• Hyatt Hotels Corporation	• Spirit Airlines, Inc.
• Caesars Entertainment Corporation	• JetBlue Airways Corporation	• Wyndham Destinations, Inc.
• Carnival Corporation	• Las Vegas Sands Corp.	• Wynn Resorts, Limited
• Darden Restaurants, Inc.	• MGM Resorts International	• YUM! Brands, Inc.
• Expedia Group, Inc.	• Penn National Gaming, Inc.

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

•

hotels, resorts and cruise lines,

•

airlines,

•

casinos and gaming,

•

restaurants and

•

internet and direct marketing retail.

We evaluated the companies in these categories by focusing on companies with market capitalizations ranging from approximately 0.3x to 3.0x our market capitalization and with revenues ranging from approximately 0.3x to 3.0x our trailing annual revenue measured as of October 2019.

Objectives and Philosophy of our Executive Compensation Program

Attract and retain top talent in a competitive market	We want to be an employer of choice for individuals with the specific skill sets and experience required for the cruise industry.
Motivate employees with clear, NCLH-level goals	We believe that clear, NCLH-level goals motivate management to work together as a team towards shared objectives.
Compensation opportunities align executives with shareholders	We align management with shareholders by choosing NCLH incentive compensation performance metrics that we believe drive long-term value for our shareholders.

Role of Shareholder Say-on-Pay Votes

Each year, we provide our shareholders the opportunity to cast an advisory vote on the compensation of our NEOs (also known as a “Say-on-Pay Vote”). At our annual general meeting in June 2019, approximately 94.3% of the votes cast were in favor of the 2018 compensation of our NEOs. Our Compensation Committee had already made changes to our compensation program prior to June 2019 in response to shareholder engagement, and believe that the strong

support received during the June 2019 Say-on-Pay Vote indicates that our shareholders found the changes to our compensation program beneficial.

When making future compensation decisions for our NEOs, our Compensation Committee will continue to consider the opinions that our shareholders express through the results of these Say-on-Pay votes and through direct engagement with our shareholders.

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EXECUTIVE COMPENSATION

Role of Compensation Consultant

Pursuant to its charter, our Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities.

Since May 2017, our Compensation Committee has retained FW Cook to provide guidance on executive and non-employee director compensation matters.

Based on a consideration of the factors set forth in the rules of the SEC and the listing standards of the NYSE, our Compensation Committee determined that FW Cook satisfied the independence criteria under the rules and listing standards and that their relationship with and the work performed by FW Cook, on behalf of our Compensation Committee, did not raise any conflict of interest. Other than its work on behalf of our Compensation Committee, FW Cook has not performed any other services for us.

Share Ownership Policy

To reinforce our Board’s philosophy that meaningful executive ownership in our Company provides greater alignment between management and our shareholders, our Board adopted a share ownership policy in 2017. The share ownership policy, which applies to all of our NEOs and certain executive officers, is as follows:

Position	Value of Share Ownership*
Chief Executive Officer	5 times annual base salary
Brand Presidents and Executive Vice Presidents	3 times annual base salary
Senior Vice Presidents	1 times annual base salary

*

Values are determined annually based on the average daily closing price of our ordinary shares for the previous calendar year.

All of our NEOs currently exceed the required share ownership amounts. Executive officers have five years from the date they first become subject to the share

ownership policy to meet the requirements and are required to retain 50% of the net after-tax shares received in respect of equity awards until they are in compliance. Unexercised stock options and PSUs do not count towards the share ownership policy amounts unless, in the case of PSUs, the performance criteria have been met.

Clawback Policy

Under our clawback policy, our Board or Compensation Committee may, if permitted by law, require the reimbursement or cancellation of all or a portion of any equity awards or cash incentive payments to any current or former employee, including our NEOs, who received such incentive awards or payments if: (1) such employee received a payment of incentive compensation that was predicated upon the achievement of specified financial results that were the subject of a subsequent accounting restatement due to material non-compliance with any financial reporting requirement, or (2) such employee engaged in misconduct including certain violations of our Code of Ethical Business Conduct or breaches of any confidentiality, non-competition, or non-solicitation agreements such employee has entered into with us. Each prong of the policy is separate, and clawback is not limited to accounting restatements.

Compensation Risk Assessment

We have conducted a risk assessment of our compensation policies and practices and concluded that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on our Company. In particular, our Compensation Committee believes that the design of our annual performance incentive programs and long-term equity incentives provides an effective and appropriate mix of incentives to ensure our compensation program is focused on long-term shareholder value creation and does not encourage the taking of short-term risks at the expense of long-term results.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement. Based upon this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement.

Compensation Committee of the Board of Directors​

John W. Chidsey (Chair)
Chad A. Leat
Russell W. Galbut​

April 24, 2020

The foregoing report of our Compensation Committee does not constitute soliciting material and shall not be deemed filed, incorporated by reference into or a part of any other filing by our Company (including any future filings) under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent we specifically incorporate such report by reference therein.

 2020 Proxy Statement / 41​

EXECUTIVE COMPENSATION TABLES

2019 Summary Compensation Table

The following table presents information regarding the compensation of each of our NEOs for services rendered during 2019, 2018 and 2017.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
Frank J. Del Rio President and Chief Executive Officer	​	2019	​	1,800,000	​	—	​	12,201,324	​	—	​	3,600,000	​	207,040	​	17,808,364
	​	2018	​	1,751,507	​	—	​	15,235,631	​	—	​	5,400,000	​	205,923	​	22,593,061
	​	2017	​	1,500,000	​	—	​	3,746,411	​	534,308	​	4,500,000	​	213,494	​	10,494,213
Mark A. Kempa Executive Vice President and Chief Financial Officer	​	2019	​	700,000	​	—	​	2,555,694	​	—	​	700,000	​	47,336	​	4,003,030
​	​	2018	​	655,548	​	—	​	751,635	​	—	​	1,570,171	​	45,576	​	3,022,930
Robert Binder President and Chief Executive Officer, Oceania Cruises, Vice Chairman, Oceania Cruises and Regent	​	2019	​	700,000	​	—	​	4,392,808	​	—	​	700,000	​	34,941	​	5,827,749
	​	2018	​	700,000	​	—	​	2,848,258	​	—	​	1,750,000	​	36,987	​	5,335,245
	​	2017	​	650,000	​	—	​	1,531,500	​	—	​	975,000	​	24,861	​	3,181,361
Jason Montague President and Chief Executive Officer, Regent	​	2019	​	700,000	​	—	​	2,555,694	​	—	​	700,000	​	50,936	​	4,006,630
	​	2018	​	700,000	​	—	​	2,848,258	​	—	​	1,750,000	​	50,277	​	5,348,535
	​	2017	​	650,000	​	—	​	1,531,500	​	—	​	975,000	​	46,561	​	3,203,061
Andrew Stuart Former President and Chief Executive Officer, Norwegian	​	2019	​	700,000	​	—	​	2,555,694	​	—	​	700,000	​	1,510,796	​	5,466,490
	​	2018	​	700,000	​	—	​	2,848,258	​	—	​	1,750,000	​	49,399	​	5,347,657
	​	2017	​	650,000	​	—	​	1,531,500	​	—	​	975,000	​	47,736	​	3,204,236

(1)

For 2019, 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 2019. The amount reported for Mr. Binder includes modification costs for RSUs that became eligible for accelerated vesting under certain conditions pursuant to Mr. Binder’s amended employment agreement, computed as of the modification date, May 7, 2019, in accordance with FASB ASC Topic 718. The fair value of the time-based RSUs is equal to the closing market price of our shares on the date of grant. The PSU awards vest between 0% and 200% based on performance conditions. The fair value of PSUs is reported based on the probable outcome of the performance conditions at the time of grant, which was 184%, and the closing market price of our ordinary shares on the date of grant. The value of the annual PSU awards granted on March 1, 2019 assuming maximum achievement of 200% would have been as follows: Mr. Del Rio  —  $11,235,728; Mr. Kempa; Mr. Binder, Mr. Montague and Mr. Stuart — $1,331,565. All RSUs and PSUs reported in this table were awarded under our Amended and Restated 2013 Performance Incentive Plan (our “Plan”).

(2)

For 2019, 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 2019, as described in “Compensation Discussion and Analysis.”

42 / 

EXECUTIVE COMPENSATION TABLES​

(3)

The following table provides detail for the amounts reported for 2019 in the “All Other Compensation” column of the table.

Name	Automobile ($)(a)​		401(k) Employer Match ($)(b)​	Executive Medical Plan Premium ($)(c)​	Severance ($)(d)​	CEO Benefits ($)(e)​	Other Benefits ($)(f)​	Total ($)​
Frank J. Del Rio	​	27,600	13,700​	12,120​	—​	152,000​	1,620​	207,040​
Mark A. Kempa	​	14,400	13,700​	18,480​	—​	—​	756​	47,336​
Robert Binder	​	—	13,700​	12,120​	—​	—​	9,121​	34,941​
Jason Montague	​	18,000	13,700​	18,480​	—​	—​	756​	50,936​
Andrew Stuart	​	18,000	13,700​	18,480​	1,459,860​	—​	756​	1,510,796​

(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 plan.

(d)

Represents $59,860 for continued medical coverage and $1,400,000 in cash severance payments.

(e)

Represents the following benefits for Mr. Del Rio: $100,000 travel expense allowance, $12,000 personal allowance, $20,000 tax preparation service and $20,000 country club membership.

(f)

Represents flexible credits, life insurance premiums and cruise benefits (including immediate family travel) and air travel cost provided in lieu of an automobile allowance for Mr. Binder.

 2020 Proxy Statement / 43​

EXECUTIVE COMPENSATION TABLES

Grants of Plan-Based Awards in 2019 Table

The following table presents all Plan-based awards granted to our NEOs during the year ended December 31, 2019.

​

Grant Date

Compen- sation Committee Approval Date (If Different than Grant Date)

Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(1)

Estimated Future Payouts Under Equity Incentive Plan Awards

All Other Stock Awards: Number of Shares of Stock or Units (#)

All Other Option Awards: Number of Securities Underlying Options (#)

Exercise or Base Price of Option Awards ($/Sh)

Grant Date Fair Value of Stock and Option Awards(2) ($)

Name

Threshold ($)

Target ($)

Max ($)

Threshold (#)

Target (#)

Max (#)

Frank J. Del Rio

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2019 Annual Cash Performance Incentive

​

—

​

—

​

1,800,000

​

3,600,000

​

5,400,000

​

—

​

—

​

—

​

—

​

—

​

—

​

—

RSU Award(3)

​

3/1/19

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

33,881

​

—

​

—

​

1,872,603

PSU Award(4)

​

3/1/19

​

—

​

—

​

—

​

—

​

2

​

101,644

​

203,288

​

—

​

—

​

—

​

10,328,721

Mark A. Kempa

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2019 Annual Cash Performance Incentive

​

—

​

—

​

350,000

​

700,000

​

1,750,000

​

—

​

—

​

—

​

—

​

—

​

—

​

—

RSU Award(3)

​

3/1/19

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

24,093

​

—

​

—

​

1,331,620

PSU Award(4)

​

3/1/19

​

—

​

—

​

—

​

—

​

2

​

12,046

​

24,092

​

—

​

—

​

—

​

1,224,074

Robert Binder

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2019 Annual Cash Performance Incentive

​

—

​

—

​

350,000

​

700,000

​

1,750,000

​

—

​

—

​

—

​

—

​

—

​

—

​

—

RSU Award(3)

​

3/1/19

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

24,093

​

—

​

—

​

1,331,620

RSU Award(5)

​

3/1/19

​

5/7/19

​

—

​

—

​

—

​

—

​

—

​

—

​

8,031

​

​

​

​

​

459,293

PSU Award(4)

​

3/1/19

​

—

​

—

​

—

​

—

​

2

​

12,046

​

24,092

​

—

​

—

​

—

​

1,224,074

PSU Award(5)

​

3/1/19

​

5/7/19

​

—

​

—

​

—

​

2

​

12,046

​

24,092

​

—

​

—

​

—

​

1,377,821

Jason Montague

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2019 Annual Cash Performance Incentive

​

—

​

—

​

350,000

​

700,000

​

1,750,000

​

—

​

—

​

—

​

—

​

—