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

SCHEDULE 14A

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

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

NORWEGIAN CRUISE LINE HOLDINGS LTD.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

Payment of filing fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) is a leading global cruise company which operates Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises. Our mission is to provide exceptional vacation experiences, delivered by passionate team members committed to world-class hospitality and innovation. With a combined fleet of 30 ships with over 61,000 berths, our brands offer itineraries to more than 500 destinations worldwide. We welcomed Norwegian Prima to our fleet in July 2022 and our newest ship for Oceania Cruises, Vista, in April 2023. We also have seven custom-built new ships on order for our three award-winning brands, which are scheduled for delivery through 2028.

Our brands include a variety of accommodations, from studio staterooms designed for solo travelers to the luxurious 4,443 square-foot Regent Suite, which includes an in-suite spa retreat, 1,300 square-foot wraparound veranda, and glass-enclosed solarium sitting area. Guests on our Norwegian ships can enjoy The Haven, a key-card access enclave on the upper decks of select ships with luxurious suite accommodations, exclusive amenities including a private restaurant, bar, lounge, courtyard with pool, hot tub and fitness center, and 24/7 butler and concierge service.

Norwegian Cruise Line has been breaking the boundaries of traditional cruising for over 56 years including by revolutionizing the industry by offering guests the freedom and flexibility to design their ideal vacation on their preferred schedule with no assigned dining and entertainment times and no formal dress codes. Oceania Cruises is the world’s leading culinary- and destination- focused cruise line which features the finest cuisine at sea and destination-rich itineraries that span the globe. As a leader in luxury cruise experiences, Regent Seven Seas Cruises offers Unrivaled Space at Sea™. Unique to Regent, unlimited complimentary shore excursions are available in every port, which is just the beginning of an extensive list of included luxuries — from round-trip air and gourmet cuisine to unlimited WiFi and valet laundry service.

We are also focused on sustainable destination development and have created two private destinations to enhance the shore experience for our guests: Great Stirrup Cay in the Bahamas and Harvest Caye in Belize. These destinations allow our guests to experience paradise through our private beaches, beachfront cabanas and villas, restaurants and dining options, pools and experiences like ziplines, nature centers and adventure tours.

We also continue to strategically build our presence in Alaska, a premium destination which anchors one of the most popular itineraries for our guests. In 2022, we strengthened our long-standing partnership with Huna Totem Corporation, one of the most successful Native village corporations in Alaska. We announced the signing of a Memorandum of Agreement to develop berthing and upland facilities in Whittier and donated an undeveloped waterfront property in Juneau to Huna Totem Corporation. The projects are expected to bring significant benefits to every aspect of the local and visitor experience by boosting the economy and creating local employment opportunities year-round. Our continued investments in the region will enable us to support the local communities, with a focus on its indigenous populations, and to provide our guests with authentic, best-in-class experiences as they explore the wonder of The Last Frontier.

We remain focused on driving a positive impact on society and the environment through our global sustainability program, Sail & Sustain. We recognize that our business is inextricably linked to the health of our planet and communities, and we continue to integrate environmental, social and governance (ESG) priorities into our business strategy and objectives. For example, in 2022 we launched new goals including our commitment to pursue net zero greenhouse gas (GHG) emissions by 2050. Since announcing this net zero vision, we have been enhancing our roadmap, defining the short- and near-term targets, and collaborating with our stakeholders to innovate and adapt to the energy transition.

7665 Corporate Center Drive
Miami, Florida 33126

NOTICE OF 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS

When		Thursday, June 15, 2023, 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 • Zillah Byng-Thorne • Russell W. Galbut
	Proposal 2	Approval, on a non-binding, advisory basis, of the compensation of our named executive officers
	Proposal 3	Approval of an amendment to our 2013 Performance Incentive Plan (our “Plan”), including an increase in the number of shares available for grant under our Plan
	Proposal 4	Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2023 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, 2022 pursuant to the Bermuda Companies Act 1981, as amended, and our bye-laws Consider any other business which may properly come before the 2023 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 3, 2023

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 2022 Annual Report are available at www.nclhltd.com/investors or www.proxyvote.com

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

April 28, 2023

By Order of the Board of Directors,

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

Cautionary Statement Concerning Forward-looking Statements and Website References

Some of the statements, estimates or projections contained in this Proxy Statement are “forward-looking statements” within the meaning of the U.S. federal securities laws intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this Proxy Statement, including, without limitation, those regarding our business strategy, financial position, results of operations, plans, prospects, actions taken or strategies being considered with respect to our liquidity position, valuation and appraisals of our assets and objectives of management for future operations (including those regarding expected fleet additions, our expectations regarding the impacts of the COVID-19 pandemic, Russia’s invasion of Ukraine and general macroeconomic conditions, our expectations regarding cruise voyage occupancy, the implementation of and effectiveness of our health and safety protocols, operational position, demand for voyages, plans or goals for our sustainability program and decarbonization efforts, our expectations for future cash flows and profitability, financing opportunities and extensions, and future cost mitigation and cash conservation efforts and efforts to reduce operating expenses and capital expenditures) are forward-looking statements. Many, but not all, of these statements can be found by looking for words like “expect,” “anticipate,” “goal,” “project,” “plan,” “believe,” “seek,” “will,” “may,” “forecast,” “estimate,” “intend,” “future” and similar words. Forward-looking statements do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to the impact of: adverse general economic factors, such as fluctuating or increasing levels of interest rates, inflation, unemployment, underemployment and the volatility of fuel prices, declines in the securities and real estate markets, and perceptions of these conditions that decrease the level of disposable income of consumers or consumer confidence; the spread of epidemics, pandemics and viral outbreaks, including the COVID-19 pandemic, and their effect on the ability or desire of people to travel (including on cruises), which is expected to continue to adversely impact our results, operations, outlook, plans, goals, growth, reputation, cash flows, liquidity, demand for voyages and share price; implementing precautions in coordination with regulators and global public health authorities to protect the

health, safety and security of guests, crew and the communities we visit and to comply with regulatory restrictions related to the pandemic; our indebtedness and restrictions in the agreements governing our indebtedness that require us to maintain minimum levels of liquidity and be in compliance with maintenance covenants and otherwise limit our flexibility in operating our business, including the significant portion of assets that are collateral under these agreements; our ability to work with lenders and others or otherwise pursue options to defer, renegotiate, refinance or restructure our existing debt profile, near-term debt amortization, newbuild related payments and other obligations and to work with credit card processors to satisfy current or potential future demands for collateral on cash advanced from customers relating to future cruises; our need for additional financing or financing to optimize our balance sheet, which may not be available on favorable terms, or at all, and our outstanding exchangeable notes and any future financing which may be dilutive to existing shareholders; the unavailability of ports of call; future increases in the price of, or major changes, disruptions or reduction in, commercial airline services; changes involving the tax and environmental regulatory regimes in which we operate, including new regulations aimed at reducing greenhouse gas emissions; the accuracy of any appraisals of our assets as a result of the impact of the COVID-19 pandemic or otherwise; our success in controlling operating expenses and capital expenditures; trends in, or changes to, future bookings and our ability to take future reservations and receive deposits related thereto; adverse events impacting the security of travel, or customer perceptions of the security of travel, such as terrorist acts, armed conflict, such as Russia’s invasion of Ukraine, and threats thereof, acts of piracy, and other international events; adverse incidents involving cruise ships; breaches in data security or other disturbances to our information technology and other networks or our actual or perceived failure to comply with requirements regarding data privacy and protection; changes in fuel prices and the type of fuel we are permitted to use and/or other cruise operating costs; mechanical malfunctions and repairs, delays in our shipbuilding program, maintenance and refurbishments and the consolidation of qualified shipyard facilities; the risks and increased costs associated with operating internationally; our inability to recruit or retain qualified personnel or the loss of key personnel or employee relations issues; our inability to obtain adequate insurance coverage; pending or threatened litigation, investigations and enforcement actions; volatility and disruptions in the global credit and financial markets, which may adversely

affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees; any further impairment of our trademarks, trade names or goodwill; our reliance on third parties to provide hotel management services for certain ships and certain other services; fluctuations in foreign currency exchange rates; our expansion into new markets and investments in new markets and land-based destination projects; overcapacity in key markets or globally; and other factors set forth under “Risk Factors” in our most recently filed Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission. Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the COVID-19 pandemic, Russia’s invasion of Ukraine and the impact of general macroeconomic conditions. It is not possible to predict or identify all such risks. There may be additional risks that we consider immaterial or which are unknown. The

above examples are not exhaustive and new risks emerge from time to time. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we expect to operate in the future. These forward-looking statements speak only as of the date made. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.

References to our website throughout this Proxy Statement and the information contained therein or connected thereto are provided for convenience only and the content thereof is not incorporated into, and does not constitute a part of, this Proxy Statement.

PROXY STATEMENT

TABLE OF CONTENTS

PROXY SUMMARY	1
PROPOSAL 1 — ELECTION OF DIRECTORS	10
General	10
Directors Standing for Election	11
Board Recommendation	13
Directors Continuing in Office	14
CORPORATE GOVERNANCE	19
Shareholder Engagement	19
Board Diversity	21
Board of Directors	22
Board Committees	23
The Nomination Process	25
Director Independence	26
Board and Committee Evaluations	26
Board Risk Oversight	27
Environmental, Social & Governance	28
Succession Planning	31
Hedging, Pledging and Short Sale Prohibitions	31
Overboarding Policy	31
Code of Ethical Business Conduct	31
Corporate Governance Materials	32
Communicating with the Board	32
DIRECTOR COMPENSATION	33
Director Compensation Program	33
2022 Director Compensation	33
PROPOSAL 2 — ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	35
Board Recommendation	35
EXECUTIVE COMPENSATION	36
A Letter from Our Compensation Committee Chairperson	36
Compensation Discussion and Analysis	37
COMPENSATION COMMITTEE REPORT	52
EXECUTIVE COMPENSATION TABLES	53
2022 Summary Compensation Table	53
Grants of Plan-Based Awards in 2022 Table	55
Outstanding Equity Awards at December 31, 2022 Table	56
Option Exercises and Stock Vested in 2022 Table	57
Employment Agreements for NEOs — Salary, Annual Cash Performance Incentive Opportunity and Equity	58
Potential Payments Upon Termination or Change in Control	60
Compensation Committee Interlocks and Insider Participation	65
Compensation Risk Assessment	65
Pay Ratio Disclosure	65
Equity Compensation Plan Information	66
Pay Versus Performance Information	66

PROPOSAL 3 — APPROVAL OF AMENDMENT TO 2013 PERFORMANCE INCENTIVE PLAN	72
General	72
Key Features of the Plan	72
Summary Description of the Plan	73
U.S. Federal Income Tax Consequences of Awards Under the Plan	76
Specific Benefits Under the Plan	77
Potential Dilution	77
Aggregate Equity Awards Previously Granted Under the Plan	79
Vote Required for Approval of Amendment to 2013 Performance Incentive Plan	80
Board Recommendation	80
PROPOSAL 4 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	81
Board Recommendation	81
AUDIT COMMITTEE REPORT	82
SHARE OWNERSHIP INFORMATION	83
Security Ownership of Certain Beneficial Owners and Management	83
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	85
Review and Approval of Related Party Transactions	85
Relationships and Transactions	85
ABOUT THE ANNUAL GENERAL MEETING AND VOTING	86
Who may vote?	86
What do I do if I am a shareholder of record?	86
What do I do if I am a beneficial owner?	86
What are the requirements to attend the Annual General Meeting?	86
How do I vote?	87
How will my shares be voted?	88
What matters will be presented?	88
What constitutes a quorum?	89
What is the vote required for proposals on the agenda?	89
Can I revoke a proxy?	89
Who can help answer my questions?	90
Presentation of Financial Statements	90
Terms Used in this Proxy Statement	90
Solicitation of Proxies	91
Delivery of Documents to Shareholders Sharing an Address	91
Annual Report on Form 10-K	92
Important Information and Dates Related to the 2024 Annual General Meeting	92
APPENDIX A — AMENDMENT TO THE 2013 PERFORMANCE INCENTIVE PLAN	A-1

For definitions of terms used in this Proxy Statement, but not otherwise defined, see “Terms Used in this Proxy Statement” on page 90.

i / 

PROXY SUMMARY

2023 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 15, 2023 9:00 a.m. (Eastern Time)	Pullman Miami 5800 Blue Lagoon Drive Miami, Florida 33126	April 3, 2023

If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833

Shareholder Voting Matters

​	​	BOARD RECOMMENDATION
	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	FOR
	Approval of an amendment to our 2013 Performance Incentive Plan (our “Plan”), including an increase in the number of shares available for grant under our Plan	FOR
	Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2023 and the determination of PwC’s remuneration by our Audit Committee	FOR

 2023 Proxy Statement / 1​

PROXY SUMMARY

Board Nominees

Class I (Term to Expire in 2026)

Name	Age	Director Since	Independent	Occupation	Committee Memberships	Other Current Public Company Boards
David M. Abrams	56	2014		Founder and Co-Managing Partner, Velocity Capital Management	• TESS(1) (Chairperson) • Audit	​
Zillah Byng-Thorne	48	2022		Former Chief Executive Officer, Future plc	• Audit • Compensation	• TrustPilot Group plc(2)
Russell W. Galbut (Chairperson)	70	2015		Managing Principal, Crescent Heights	• Audit • Nominating & Governance	• Black Spade Acquisition Co

Directors Continuing in Office

Class II (Term Expires in 2024)

Name	Age	Director Since	Independent	Occupation	Committee Memberships	Other Current Public Company Boards
Adam M. Aron	68	2008		Chairman, Chief Executive Officer and President, AMC Entertainment Holdings, Inc.	​	• AMC Entertainment Holdings, Inc.
Stella David	60	2017		Former Chief Executive Officer, William Grant & Sons Limited	• Nominating & Governance (Chairperson) • TESS	• Entain plc(2) • Domino’s Pizza Group plc(2)
Mary E. Landry	66	2018		Former Rear Admiral, U.S. Coast Guard	• Compensation (Chairperson) • Nominating & Governance • TESS	​

Class III (Term Expires in 2025)

Name	Age	Director Since	Independent	Occupation	Committee Memberships	Other Current Public Company Boards
Frank J. Del Rio(3)	68	2015		President and Chief Executive Officer, Norwegian Cruise Line Holdings Ltd.	​	​
Harry C. Curtis	65	2021		Former Managing Director, Nomura Instinet	• Audit (Chairperson) • Compensation	​

(1)

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

(2)

London Stock Exchange (LSE) listed

(3)

As previously disclosed, Mr. Del Rio has resigned from our Board of Directors (our “Board”), effective June 30, 2023. Mr. Harry Sommer has been appointed to our Board in connection with his appointment as President and Chief Executive Officer of our Company, effective July 1, 2023, to assume Mr. Del Rio’s vacant seat as a Class III director.

2 / 

PROXY SUMMARY​

Director Skills and Experience

Our Board believes the mix of backgrounds and experience of our directors brings a diversity of perspective that strengthens the Board’s independent leadership and effective oversight of management.

 2023 Proxy Statement / 3​

PROXY SUMMARY

Corporate Governance Information

4 / 

PROXY SUMMARY​

Executive Compensation Highlights

2023 Compensation Refreshment

In connection with the appointment of our new President and Chief Executive Officer, effective July 2023, and an entirely new team of Presidents for our brands in 2023, our Compensation Committee took the opportunity to do a holistic review of our Company’s executive compensation program and to reset pay for our incoming executive officers to better reflect the expectations of our shareholders.

2023 Base Salary Changes	2023 Target Annual Cash Incentive
2023 Target Annual Equity Award	2023 Target Total Compensation

In each case above, “Before” represents 2022 pay and “New” represents 2023 pay for each successor. Target total compensation presented includes base pay, target annual cash incentive bonus, and target annual equity awards. Percentages are rounded.

 2023 Proxy Statement / 5​

PROXY SUMMARY

WHAT WE HEARD		HOW WE RESPONDED
	Overall pay should be reduced for the President and Chief Executive Officer		Our Compensation Committee re-aligned compensation for our new President and Chief Executive Officer and new brand Presidents beginning their roles in 2023 (see “Compensation Discussion and Analysis – 2023 Compensation Refreshment”)
	Encouraged fresh perspectives on our Company’s Compensation Committee		Appointed a new member of our Compensation Committee in late 2022 and a new member and Chairperson in 2023, with two former members leaving the Compensation Committee
	Requested a return to financial metrics for incentive awards		2023 long- and short-term incentives are weighted towards Adjusted EBITDA, Adjusted EPS and forward booking metrics
	Encouraged the use of a relative metric in our long-term incentives		Introduced a relative Adjusted EPS metric for our 2023 annual equity awards requiring outperformance versus the S&P 500 Index
	Prefer three-year metrics in long-term incentive awards		2022 and 2023 PSU awards have three-year performance periods
	Value of annual equity awards should not be guaranteed by contract		Our new President and Chief Executive Officer’s contract does not guarantee a value for annual equity awards, but does provide that any annual equity awards must be at least 50% performance-based
	Peer group should be reevaluated		Reviewed peer group and made adjustments for 2023
	Long-term incentives should be more heavily weighted towards performance for all named executive officers (“NEOs”)		In 2022 and 2023, at least 50% of each NEO’s target annual equity awards were based on performance metrics
	Encouraged the Compensation Committee to holistically review our compensation program		Our Compensation Committee appointed a new compensation consultant in September 2022 and, under the leadership of our new Chairperson, undertook a comprehensive review of our compensation program in 2023
	The President and Chief Executive Officer is entitled to too many perks pursuant to his employment agreement		Our new President and Chief Executive Officer will not be entitled to a travel expense, personal, or tax preparation allowance or country club dues in his employment agreement
	Include an ESG metric in the Company’s executive compensation program		Included ESG metrics related to emissions reduction goals in our 2022 and 2023 annual cash incentive

6 / 

PROXY SUMMARY​

In connection with feedback from our shareholders and the improved operating environment, our Compensation Committee returned to traditional financial-based metrics for our short- and long-term incentives in 2023.

2023 Annual Performance Incentive Metrics

January 1, 2023 – December 31, 2023 Performance Period

2023 Equity Awards

Awarded 3/1/23

 2023 Proxy Statement / 7​

PROXY SUMMARY

WHAT WE DO		WHAT WE DON’T DO
	Annual cash performance incentives earned based on pre-established targets for entity-wide performance		Provide excise tax “gross-ups” on 280G parachute payments
	All NEOs received a combination of performance-based and time-based annual equity awards		Allow officers and directors to hedge, short-sell or pledge shares
	Robust share ownership policy		Provide “single-trigger” change in control payments or benefits
	Robust succession planning process		Reprice stock options without shareholder approval
	Comprehensive clawback policy covering both cash and equity		Provide automatic base salary increases for NEOs

8 / 

7665 Corporate Center Drive
Miami, Florida 33126

PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON JUNE 15, 2023

 

This proxy statement (“Proxy Statement”) is being furnished to you in connection with the solicitation of proxies by our Board to be used at our annual general meeting for 2023 to be held at the Pullman Miami, 5800 Blue Lagoon Drive, Miami, Florida 33126, on Thursday, June 15, 2023 at 9:00 a.m. (Eastern time), and any adjournments or postponements thereof  (the “Annual General Meeting”).

As always, we encourage you to vote your shares prior to the Annual General Meeting. References in this Proxy Statement to “we,” “us,” “our,” “Company” and “NCLH” refer to Norwegian Cruise Line Holdings Ltd.

Proxy materials for the Annual General Meeting, including this Proxy Statement and our 2022 Annual Report to Shareholders, which includes our 2022 financial statements (“2022 Annual Report”), were first made available to shareholders on or about April 28, 2023.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON JUNE 15, 2023
The Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2022 Annual Report are available on our website at www.nclhltd.com/investors. 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 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 2022 Annual Report, on the Internet. The Notice of Internet Availability also contains instructions on how to receive a paper copy of the proxy materials and a proxy card or voting instruction form. If you received a Notice of Internet Availability by mail or our proxy materials by e-mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials on our website at www.nclhltd.com/investors or at www.proxyvote.com.

 2023 Proxy Statement / 9​

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 eight directors and is divided into three classes. The members of each class serve for staggered three-year terms.

Each director holds office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. A director appointed by our Board to fill a vacancy (including a vacancy created by an increase in the size of our Board) will serve for the remainder of the term of the class of directors in which the vacancy occurred and until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal.

At the Annual General Meeting, shareholders will be asked to elect three directors to our Board as Class I directors. Our Nominating and Governance Committee recommended, and our Board nominated, Mr. David M. Abrams, Ms. Zillah Byng-Thorne and Mr. Russell W. Galbut as our Class I director nominees. If elected, each of the nominees will serve until our 2026 annual

general meeting and until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal.

If any of the nominees becomes unable or unwilling for good cause to serve if elected, shares represented by validly delivered proxies will either be voted for the election of a substitute nominee designated by our Board or our Board may determine to reduce the size of our Board. Each person nominated for election has consented to be named in this Proxy Statement and agreed to serve if elected. With the exception of Mr. Frank J. Del Rio, who is the father of one of our executive officers, Mr. Frank A. Del Rio, there are no family relationships between or among any of our executive officers, directors or director nominees. Mr. Frank J. Del Rio will be retiring from his role as our President and Chief Executive Officer and resigning as a director of our Board on June 30, 2023. Mr. Harry Sommer, who will succeed Mr. Del Rio as our President and Chief Executive Officer, has been appointed to the Board to assume Mr. Del Rio’s vacant seat, effective July 1, 2023.

10 / 

PROPOSAL 1 — ELECTION OF DIRECTORS​

Directors Standing for Election

Class I Director Nominees (Term to Expire in 2026)

DAVID M. ABRAMS
Founder and Co-Managing Partner, Velocity Capital Management ​ Age: 56 Director Since: April 2014
Independent Director Committees: •
TESS (Chairperson) ​ •
Audit ​  Favorite NCLH onboard experience: “Watching the ship pull into port from the Observation Lounge” Qualifications and Experiences that Help us Deliver on Our Mission Mr. Abrams shares over 25 years of experience in sports and entertainment, private equity, finance and investment banking with our Board. His expertise includes developing new businesses, financial strategy and the credit markets. Career Highlights •
Founder and Co-Managing Partner, Velocity Capital Management: November 2021 – Present ​ •
Chief Investment Officer, Harris Blitzer Sports and Entertainment, which owns the Philadelphia 76ers, the New Jersey Devils, the Prudential Center and esports franchise, Dignitas: November 2018 – November 2021 ​ •
Partner, Apollo Global Management, LLC, and founder of the Apollo European Principal Finance Fund franchise, which he ran from 2007 – 2015 ​ •
Controlling shareholder of Keemotion SPRL, a leading sports technology company with operations in the U.S. and Europe: January 2015 – Present ​ •
Co-Managing Partner of the Scranton/Wilkes-Barre RailRiders, the AAA-Affiliate of the New York Yankees: November 2014 – Present ​ •
Managing Director, Leveraged Finance Group, Credit Suisse, based in London and New York: 1996 – 2007 ​ •
Founder and Head of the Specialty Finance Investment business, Credit Suisse, which included investing in non-performing loans portfolios and distressed assets: 2004 – 2007 ​ •
Founding member and Co-Head, Global Distressed Sales and Trading Group, Credit Suisse (and its predecessor Donaldson, Lufkin & Jenrette, Inc.): 1996 – 2004 ​ •
Associate/Vice President, Argosy Group, a boutique corporate restructuring firm ​ •
Analyst, Investment Banking Division, Bear Stearns & Co.: 1989 ​ Past Public Company Boards •
Cansortium Inc. (CSE listed) ​ Education •
B.S. in Economics, Wharton School of Business, University of Pennsylvania ​

 2023 Proxy Statement / 11​

PROPOSAL 1 — ELECTION OF DIRECTORS

ZILLAH BYNG-THORNE
Former Chief Executive Officer, Future plc ​ Age: 48 Director Since: November 2022
Independent Director Committees: •
Audit ​ •
Compensation Committee ​  Favorite NCLH onboard experience: “Visiting the Mandara Spa®” Qualifications and Experiences that Help us Deliver on Our Mission Ms. Byng-Thorne shares her significant strategy, operations, technology, marketing, and talent management expertise with our Board. She has extensive technology sector experience, spanning online gaming, digital media and e-commerce. With over 20 years of experience as an executive officer, she has demonstrated a focus on driving operational excellence and is a proven people manager, identifying and developing talent at the senior level. Ms. Byng-Thorne was identified for consideration by our Nominating and Governance Committee as a director nominee through a third-party search firm. Career Highlights •
Chief Executive Officer, Future plc: April 2014 – March 2023 ​ •
Chief Financial Officer, Future plc: November 2013 – March 2014 ​ •
Interim Chief Executive Officer, Trader Media Group (owner of Auto Trader): 2012 – 2013 ​ •
Chief Financial Officer, Trader Media Group (owner of Auto Trader): 2009 – 2012 ​ •
Commercial Director and Chief Financial Officer, Fitness First: 2006 – 2009 ​ •
Chief Financial Officer, Thresher Group: 2002 – 2006 ​ Current Public Company Boards* •
Chairperson, TrustPilot Group plc (LSE listed) ​ Past Public Company Boards •
Future plc (LSE listed) ​ •
Flutter Entertainment plc (LSE listed) ​ •
THG plc (LSE listed) ​ •
GoCo Group plc (formerly LSE listed) ​ Education •
M.A. in Management, Glasgow University ​ •
MSc in Behavioural Change, Henley Business School ​ •
Chartered Management Accountant (The Chartered Institute of Management Accountants) ​ •
Qualified Treasurer (Association of Corporate Treasurers) ​ *
Ms. Byng-Thorne expects to join M&C Saatchi as an independent, non-executive Chair effective June 15, 2023. ​

12 / 

PROPOSAL 1 — ELECTION OF DIRECTORS​

RUSSELL W. GALBUT
Managing Principal, Crescent Heights ​ Age: 70
Chairperson of our Board Director Since: November 2015
Independent Director Committees: •
Audit ​ •
Nominating & Governance ​  Favorite NCLH onboard experience: “Taking a cooking class at the Culinary Center” Qualifications and Experiences that Help us Deliver on Our Mission For over 35 years, Mr. Galbut has been active in the urban mixed-use real estate sector, which has included fostering relationships with complementary retail, hospitality, and food and beverage brands. Mr. Galbut provides our Board with unique insights into complex development projects such as our private island destinations, port development projects and design and hotel operations for our newbuild ships. Career Highlights •
Managing Principal, Crescent Heights, a leading urban real estate firm, specializing in the development, ownership, and operation of architecturally distinctive, mixed-use high-rises in major cities across the United States: 1989 – Present ​ Current Public Company Boards •
Black Spade Acquisition Co (NYSE: BSAQU) ​ Past Public Company Boards •
New Beginnings Acquisition Corp. (NYSE American, LLC: NBA) ​ Current Academic Boards •
The Dean’s Advisory Board, Cornell University School of Hotel Administration ​ Past Private Company Boards •
Prestige (prior to the Acquisition) ​ •
Capital Bank ​ •
Gibraltar Private Bank & Trust Company ​ Education •
J.D., University of Miami School of Law ​ •
B.S., Cornell University, School of Hotel Administration ​ •
Certified Public Accountant (inactive license) ​ •
Former attorney (inactive license) ​

Board Recommendation

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

 2023 Proxy Statement / 13​

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 2024)

ADAM M. ARON
Chairman, Chief Executive Officer and President, AMC Entertainment Holdings, Inc. ​ Age: 68 Director Since: January 2008  Favorite NCLH onboard experience: “Visiting the Galaxy Pavilion” Qualifications and Experiences that Help us Deliver on Our Mission Mr. Aron has 43 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. Career Highlights •
Chief Executive Officer and President, AMC Entertainment Holdings, Inc., a theatrical exhibition company: January 2016 – Present ​ •
Chief Executive Officer, Starwood Hotels and Resorts Worldwide, Inc., on an interim basis: February 2015 – December 2015 ​ •
Chairman and Chief Executive Officer, World Leisure Partners, Inc., a personal consultancy for travel and tourism, high-end real estate development and professional sports: since 2006 ​ •
Chief Executive Officer, Philadelphia 76ers: 2011 – 2013 ​ •
Chairman and Chief Executive Officer, Vail Resorts, Inc.: 1996 – 2006 ​ •
President and Chief Executive Officer, Norwegian Cruise Line: 1993 – 1996 ​ •
Senior Vice President, Marketing, United Airlines: 1990 – 1993 ​ •
Senior Vice President, Marketing, Hyatt Hotels Corporation: 1987 – 1990 ​ Current Public Company Boards •
Chairman, AMC Entertainment Holdings, Inc. (NYSE: AMC) ​ Past Public Company Boards •
Centricus Acquisition Corp.: May 2021 – September 2021 ​ •
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 ​

14 / 

PROPOSAL 1 — ELECTION OF DIRECTORS​

STELLA DAVID
Former Chief Executive Officer, William Grant & Sons Limited ​ Age: 60 Director Since: January 2017
Independent Director Committees: •
Nominating & Governance (Chairperson) ​ •
TESS ​  Favorite NCLH onboard experience: “Seeing Summer: The Donna Summer Musical” Qualifications and Experiences that Help us Deliver on Our Mission Ms. David has extensive experience running multi-national corporations and has significant expertise in marketing and branding. As the leader of William Grant & Sons Limited, she was responsible for the significant growth of the business, in particular their premium and luxury brands, and for leading the company’s expansion into new markets. In addition, Ms. David 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. Career Highlights •
Interim Chief Executive Officer, C&J Clark Limited, an international shoe manufacturer and retailer: June 2018 – April 2019 ​ •
Chief Executive Officer, William Grant & Sons Limited, an international spirits company: August 2009 – March 2016 ​ •
Various positions at Bacardi Ltd. over a fifteen-year period, including Senior Vice President and Chief Marketing Officer: 2005 – 2009; and Chief Executive Officer of the U.K., Irish, Dutch and African business: 1999 – 2004 ​ Current Public Company Boards •
Domino’s Pizza Group plc: February 2021 – Present (LSE listed) ​ •
Entain plc: March 2021 – Present (LSE listed) ​ Current Private Company Boards •
Vue International: January 2023 – Present ​ •
Bacardi Limited: June 2016 – Present ​ Past Company Boards •
HomeServe Plc: November 2010 – November 2022 (LSE listed) ​ •
C&J Clark Limited: March 2012 – February 2021 ​ •
Nationwide Building Society: 2003 – 2010 ​ Education •
Degree in Engineering, Cambridge University ​

 2023 Proxy Statement / 15​

PROPOSAL 1 — ELECTION OF DIRECTORS

MARY E. LANDRY
Former U.S. Coast Guard Rear Admiral ​ Age: 66 Director Since: June 2018
Independent Director Committees: •
Compensation Committee (Chairperson) ​ •
TESS ​ •
Nominating & Governance ​  Favorite NCLH onboard experience: “Exercising at the gym on Norwegian Prima, overlooking the horizon from the bow of the ship” Qualifications and Experiences that Help us Deliver on Our Mission Ms. Landry developed a strong background in marine safety, risk management and government policy over the course of her 35-year career with the U.S. government, including service on the White House National Security Council and active duty in the U.S. Coast Guard. In her roles with the U.S. Coast Guard and the White House, Ms. Landry worked on cybersecurity preparedness, policy and guidance. She brings expertise regarding the maritime operations of our Company and deep insight into our risk mitigation, preparedness, resilience and cybersecurity strategies to our Board. Career Highlights •
White House National Security Council, Special Assistant to the President and Senior Director for Resilience Policy: 2013 – 2014 ​ •
Various active-duty positions with the U.S. Coast Guard, including: Director, Incident Management Preparedness Policy: 2012 – 2015; Commander, Eighth Coast Guard District: 2009 – 2011, where she oversaw operations for a region including 26 states with over 10,000 active, reserve, civilian, and auxiliary personnel under her command; Director of Governmental and Public Affairs: 2007 – 2009; various tours from 1980 – 2007, which culminated in her advancement to Rear Admiral ​ Current Industry Boards •
United States Automobile Association (“USAA”) – Vice Chairperson of the Compensation and Workforce Committee, member of the Risk Committee and Chair of the USAA Advisory Board ​ •
Advisory Board Member, Sea Machines Robotics ​ •
National Association of Corporate Directors (“NACD”), Florida Chapter ​ Past Industry Boards •
SCORE Association ​ Education •
National Security Fellowship, Harvard University ​ •
M.A. in Marine Affairs, University of Rhode Island ​ •
M.A. in Management, Webster University ​ •
B.A. in English, University of Buffalo ​ •
NACD Board Leadership Fellow ​ •
NACD Directorship Certified® ​ •
Holds the CERT Certificate in Cybersecurity Oversight ​ •
Holds Corporate Director Certificate, Harvard Business School ​

16 / 

PROPOSAL 1 — ELECTION OF DIRECTORS​

Class III (Term Expires in 2025)

FRANK J. DEL RIO
President and Chief Executive Officer of our Company ​ Age: 68 Director Since: August 2015  Favorite NCLH onboard experience: “Racing my grandkids on the Prima Speedway” Qualifications and Experiences that Help us Deliver on Our Mission 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 30 years and has been responsible for leading our Great Cruise Comeback following the pandemic-related global cruise voyage suspension and for the successful integration of our Company and Prestige. Under his leadership, our Company has grown to a fleet of 30 ships and has achieved significant milestones including the successful introduction of nine 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, with seven currently on order, and developed a new, dedicated terminal for our Company at PortMiami. Mr. Del Rio was appointed to the Board pursuant to his employment agreement and provides a vital link between our Board and our management team. Mr. Del Rio will be resigning as a director at the end of June 2023 in connection with his retirement as our President and Chief Executive Officer, and Mr. Sommer, who will succeed Mr. Del Rio as President and Chief Executive Officer, has been appointed to fill his seat, effective July 1, 2023. Career Highlights •
President and Chief Executive Officer, NCLH: January 2015 – Present ​ •
Founder, Oceania Cruises and Chief Executive Officer, Prestige (or its predecessor): October 2002 – September 2016 ​ •
Co-Chief Executive Officer, Executive Vice President and Chief Financial Officer, Renaissance Cruises: 1993 – April 2001 ​ Education •
B.S. in Accounting, University of Florida ​ •
Certified Public Accountant (inactive license) ​

 2023 Proxy Statement / 17​

PROPOSAL 1 — ELECTION OF DIRECTORS

HARRY C. CURTIS
Former Managing Director, Nomura Instinet ​ Age: 65 Director Since: October 2021
Independent Director Committees: •
Audit (Chairperson) ​ •
Compensation Committee ​  Favorite NCLH onboard experience: “Touring the remarkable art collection on board the Seven Seas Splendor” Qualifications and Experiences that Help us Deliver on Our Mission Mr. Curtis enhances our Board with insights gained in his approximately 30 years in equity research specializing in the gaming, lodging and leisure industry. His strengths include deep cruise industry knowledge, ability to identify investor sentiment and a comprehensive understanding of the key drivers of our Company’s business model. He developed a wide following and has been recognized by institutional investors for his financial expertise and innovation in equity research. Career Highlights •
Managing Director, Nomura Instinet: 2010 – 2020 ​ •
Managing Director, Chilton Investment Co.: 2008 – 2010 ​ •
Managing Director, JP Morgan: 2002 – 2008 ​ •
Visiting Professor, University of Nevada: 2002 – 2007 ​ •
Partner/Managing Director, Robertson Stephens: 1998 – 2002 ​ •
Vice President, Equity Research, Smith Barney: 1995 – 1997 ​ •
Vice President, Equity Research, Hanifen Imhoff: 1992 – 1995 ​ Education •
B.A. in English, Connecticut College ​ •
Chartered Financial Analyst ​

18 / 

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, Environmental, Social and Governance (“ESG”) and Legal Departments at the direction of our Board. Through this year-round outreach, we solicit feedback on our executive compensation program, corporate governance, disclosure practices, sustainability practices, 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. We also periodically ask our investment bankers to provide updates to our Board regarding investor sentiment.

At our 2022 Annual General Meeting, approximately 15.4% of our shareholders approved, on an advisory basis, the compensation of our NEOs in 2021 (our “2022 Say-on-Pay Vote”). We were disappointed in this result as the unprecedented and disproportionate impacts of the COVID-19 pandemic on our Company and industry drove the Compensation Committee to temporarily make changes to our compensation program to promote the stability and resilience of our Company. We engaged directly with our shareholders to discuss our compensation program in the Spring of 2022, prior to our 2022 Annual General Meeting.

In response to our 2022 Say-on-Pay Vote, we further enhanced our engagement efforts by initiating additional compensation-related conversations with our shareholders in 2023. These conversations were planned so that we could discuss the substantial changes our Compensation Committee made to our compensation program to address shareholder feedback, which, due to the timing of our 2022 Say-on-Pay Vote, generally impact compensation in 2023. Our former Chairperson of our Compensation Committee, Mr. Harry C. Curtis, participated in the engagement meetings in 2022, and our new Chairperson of our Compensation Committee, Ms. Mary Landry, participated in engagement meetings during 2023, following her appointment to the position. Our Executive Vice President, General Counsel, Chief Development Officer and Assistant Secretary, Vice President, Assistant General Counsel and Vice President, Investor Relations, Corporate Communications & ESG also participated in the engagement process.

We initiated engagement about our compensation program with 42 of our top institutional holders, which included each institutional holder that held at least 0.25% of our outstanding shares and represented approximately 49% of our total outstanding shares as of year-end 2022. In some cases, the engagement efforts spanned multiple meetings.

 2023 Proxy Statement / 19​

CORPORATE GOVERNANCE

Corporate Governance Cycle

20 / 

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. Under-represented minority (“URM”) refers to individuals who identify as racially or ethnically diverse. We currently have 3 female directors and one director who identifies as a URM on our Board. Our Nominating and Governance Committee is currently working with a third-party search firm to identify additional well-qualified female and diverse candidates for consideration as potential future Board candidates.

 2023 Proxy Statement / 21​

CORPORATE GOVERNANCE

Board of Directors

Board Leadership Structure

Chairperson: Russell W. Galbut Number of Board Meetings in 2022   Board and Committee Meeting Attendance by All Directors   Annual General Meeting Attendance by Directors	Our Board believes its current leadership structure best serves the objectives of our Board’s oversight of management, our Board’s ability to carry out its roles and responsibilities on behalf of our shareholders, and our overall corporate governance. Our Board and each of its committees are currently led by independent directors, with our President and Chief Executive Officer separately serving as a member of our Board. Our Board believes that the 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
	• Harry C. Curtis*	Chairperson of the Audit Committee
	• Mary E. Landry*	Chairperson of the Compensation Committee
	• Stella David*	Chairperson of the Nominating and Governance Committee
	• David Abrams*	Chairperson of the TESS Committee
	* Independent Director Our Board periodically reviews the leadership structure of our Board and may make changes in the future. Our Board has appointed Mr. Harry Sommer to the Board, effective July 1, 2023, to assume Mr. Del Rio’s seat following his retirement and resignation from our Board on June 30, 2023.

22 / 

CORPORATE GOVERNANCE​

Board Meeting Attendance

During 2022, there were four meetings of our Board, four meetings of our Audit Committee, two meetings of our Compensation Committee, five meetings of our Nominating and Governance Committee and four meetings of our TESS Committee. Each of our directors attended more than 75% of the aggregate of all meetings of our Board and of any committees on which he or she served during 2022. Pursuant to our Corporate Governance Guidelines, in addition to regularly scheduled Board meetings, during 2022, our independent

directors held four regularly scheduled executive sessions without the presence of Company management. Our Chairperson of the Board presides at such executive sessions.

We do not have a formal policy regarding Board member attendance at the annual general meeting of shareholders. All of our then-current directors and director nominees attended the annual general meeting of shareholders in 2022 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.nclhltd.com/investors. In addition to these committees, our Board may, from time to time, authorize additional Board committees to assist the Board in its responsibilities.

 
Chairperson:
Harry C. Curtis ​ Number of
Meetings in 2022 ​ Other Committee Members •
Abrams ​ •
Byng-Thorne ​ •
Galbut ​ 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, assess its independence and qualifications and oversee its work; ​ •
review our policies and guidelines with respect to risk assessment and management, and discuss with management our major risk exposures; ​ •
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”). Mr. Chidsey, who served on our Audit Committee through January 3, 2022, was considered independent during his service. Audit Committee Financial Experts Our Board has determined that each of our Audit Committee members qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. Their biographies are available under “Proposal 1 –  Election of Directors.”

 2023 Proxy Statement / 23​

CORPORATE GOVERNANCE

 
Chairperson:
Mary E. Landry
(Joined January 2023) ​ Number of Meetings in 2022 ​ Other Committee Members •
Byng-Thorne (Joined November 2022) ​ •
Curtis ​ 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; ​ •
establish and administer incentive compensation, benefit and equity-related plans; ​ •
approve (or recommend that our Board approve) changes to our executive compensation plans, incentive compensation plans, equity-based plans and benefits 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; ​ •
consider and discuss with management the risks inherent in the design of the Company’s compensation plans, policies and practices; ​ •
provide oversight of and review our share ownership and clawback policies; 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”) and Korn Ferry during 2022 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 both FW Cook and Korn Ferry and concluded that its engagement of FW Cook and Korn Ferry 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. Mr. Chidsey, Mr. Galbut, Mr. Abrams and Ms. David who served on our Compensation Committee through January 3, 2022, December 31, 2022, December 31, 2022 and January 3, 2022, respectively, were each considered independent during their service.

24 / 

CORPORATE GOVERNANCE​

 
Chairperson:
Stella David ​ Number of
Meetings in 2022 ​ Other Committee Members •
Galbut ​ •
Landry ​ Nominating and Governance Committee ​ Primary Responsibilities The principal duties and responsibilities of our Nominating and Governance Committee are to: •
establish criteria for our Board and committee membership, identify individuals qualified to become members of the Board of Directors and recommend to our Board qualified individuals to become members of our Board; ​ •
make recommendations to our Board regarding the size and composition of our Board and its committees; ​ •
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. Mr. David Abrams, who served on our Nominating and Governance Committee through December 31, 2022, was considered independent during his service.

 
Chairperson:
David Abrams ​ Number of
Meetings in 2022 ​ Other Committee Members •
David ​ •
Landry ​ 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 sustainability, environmental and climate-related matters; ​ •
oversee matters, initiatives, reporting and public communications related to human capital matters (including our Company’s culture, talent development, employee retention and diversity, equity and inclusion) as well as other corporate social responsibility matters; ​ •
oversee our programs and policies related to technology and innovation, cyber and information security, including data protection and privacy; ​ •
review with management significant risks related to technology, cyber and information security (including data protection and privacy), safety, security, human capital, and sustainability, environmental and climate-related matters; and ​ •
oversee our policies regarding safety and security. ​ Independence All TESS Committee members are considered independent under applicable NYSE rules. Mr. Harry C. Curtis, who served on our TESS Committee through December 31, 2022, was considered independent during his service.

The Nomination Process

Our Nominating and Governance Committee regularly evaluates our Board to ensure that our directors have the broad range of skills, expertise, industry knowledge and diversity of background and experience needed to

support our long-term strategy. Prior to each annual general meeting of shareholders, our Nominating and Governance Committee recommends to our Board nominee candidates that it has found to be well-qualified,

 2023 Proxy Statement / 25​

CORPORATE GOVERNANCE

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 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 female and URM candidates as well as candidates with diverse backgrounds, experiences and skills as part of each Board search the Company undertakes in the context of the needs of the Board. Our Nominating and Governance Committee may engage a third-party search firm to assist it in identifying candidates for our Board. For example, our Nominating and Governance Committee is currently working with a third-party search firm to identify additional well-qualified female and diverse candidates for consideration as potential Board candidates.

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 such 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 six of our eight directors, Mr. David M. Abrams, Ms. Zillah Byng-Thorne, Ms. Stella David, Mr. Russell W. Galbut, Ms. Mary E. Landry and Mr. Harry C. Curtis, are independent under the applicable rules of the NYSE. Our Board determined that Mr. Adam M. Aron and Mr. Frank J. Del Rio are not independent. Our Board also determined that Mr. John Chidsey, who resigned from our Board in January 2022, was considered independent under the applicable rules of the NYSE during his time on our Board. 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).

In connection with the review of Mr. Galbut’s independence, our Board and Nominating and Governance Committee considered an investment, with a total potential value of approximately $6 million, that a trust affiliated with Mr. Frank J. Del Rio and Mr. Frank A. Del Rio had made in a property being developed by an entity affiliated with Mr. Galbut. Following a review of the relevant facts, our Board and Nominating and Governance Committee determined that Mr. Galbut maintained his independence pursuant to the applicable rules of the NYSE.

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. In 2022, we evolved our evaluation process to include questions soliciting anonymous feedback 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:

•

changes to our committee compositions and leadership,

•

an increased focus on talent reviews and succession planning, including additional opportunities for

26 / 

CORPORATE GOVERNANCE​

Board members to engage with members of management in formal and informal settings,

•

the formation of the TESS Committee, and

•

the creation of a dedicated ESG Department.

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, privacy, legal, environmental and climate-related matters, social and governance matters, compliance and regulatory matters, succession planning and human capital management, including any material risk to us relating to such matters. Our TESS Committee reviews metrics regarding our cybersecurity and privacy programs and the ESG topics it is responsible for overseeing on at least a quarterly basis. At each meeting of our TESS Committee, members of the management team that are responsible for the areas our TESS Committee oversees have the opportunity to conduct a deep dive discussion regarding the relevant matter.

For example, these meetings have resulted in detailed discussions about privacy and data governance, emissions reporting and technology risks generally. Our President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, Executive Vice President, General Counsel, Chief Development Officer and Assistant Secretary and Executive Vice President, Chief Talent Officer regularly attend meetings of our Board and its committees when they are not in executive session, and often report on and or supplement discussions on matters that may not be otherwise addressed.

Our Audit Committee also receives regular reports from our Senior Vice President of Internal Audit and Enterprise Risk Management, who facilitates our enterprise risk management process on behalf of management and our Audit Committee, to allow our major business risks to be assessed and managed

 2023 Proxy Statement / 27​

CORPORATE GOVERNANCE

appropriately. In addition, our management team is encouraged to communicate directly with directors 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.

Environmental, Social & Governance

Sail & Sustain

Our global sustainability program, Sail & Sustain, is centered around our commitment to drive a positive impact on society and the environment while delivering on our vision to be the vacation of choice for everyone around the world. We visit more than 500 destinations globally, allowing our guests to travel and explore the world. Our business is inextricably linked to the preservation of our planet and the protection of our shared resources. We recognize our ethical, social and environmental responsibilities and are committed to maintaining our high standards of operational excellence, achieving results the right way and creating value for all our stakeholders.

Our environmental, social and governance (ESG) strategy is focused on five pillars: empowering people, reducing environmental impact, strengthening our communities, sailing safely and operating with integrity and accountability. The strategy was developed through cross-functional collaboration with key internal and external stakeholders and informed by our materiality assessment.

Our Company discloses information related to ESG topics that are most important to our stakeholders. Our annual ESG report integrates Sustainability Accounting Standards Board (SASB) standards relevant to our industry. In 2022, our Company disclosed its first Task Force on Climate-Related Financial Disclosures (TCFD) report, outlining the identification and assessment of our physical and transition climate risks. Additionally, we externally report on our Sail & Sustain strategy on our website.

Empowering People

It is our privilege to work in a community of nearly 40,000 team members around the globe. Our core mission is to provide exceptional vacation experiences delivered by passionate team members committed to world-class hospitality and innovation. To achieve this, it is crucial that each team member is empowered and has the opportunity to thrive.

Our Company is committed to fostering an inclusive workforce, where diverse backgrounds are represented, engaged, and empowered to generate and execute innovative ideas. Our commitment to diversity and inclusion starts at the top as demonstrated by our Board of Directors, which is 50% diverse with three female directors and one director from an under-represented minority community. Our commitment to seeking female and under-represented candidates as well as candidates with diverse backgrounds is formalized in our Corporate Governance Guidelines. We’re also proud to have expanded the diversity on our Management Team by appointing our first female brand President, Ms. Andrea DeMarco, to take the helm at Regent Seven Seas Cruises.

Our Company operates globally with team members representing over 110 countries. To foster a diverse and inclusive culture, we seek to leverage the talents of all team members and commit to equal employment opportunity (“EEO”) as detailed in our Company’s EEO policy. In early 2022, we launched a new diversity in leadership team member resource group, EMBRACE. The initial objectives of this group include promoting diversity of thought, journeys, and perspectives within our management teams and serving as a feedback channel between front-line team members and leadership. We encourage the development of new female leaders through our mentorship program and our female executive networking group, Elevate. Our mentorship program encourages team members of all genders and backgrounds to develop leadership skills, cultivate relationships and identify growth opportunities.

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

28 / 

CORPORATE GOVERNANCE​

financial stability. We actively foster a culture of learning and offer a variety of developmental courses for our team members. Our benefit programs also include student loan repayment assistance and educational

assistance for team members seeking degrees or professional certifications. In 2022, over $530,000 was provided through the student loan and educational assistance programs.

Workforce Composition as of December 31, 2022

Gender Diversity(1)	Male		Female
All global shoreside team members	​	39%	61%
All global shoreside managers/above	​	53%	47%
All shipboard team members	​	79%	21%
3-stripe above (manager level equivalent)	​	85%	15%
Ethnic Diversity(2)	​	Non-URMs%	URMs%
All U.S. shoreside team members, who have self-identified	​	33%	67%
U.S. shoreside managers/above, who have self-identified	​	46%	54%

(1)

While we present male and female, we acknowledge this is not fully encompassing of all gender identities.

(2)

Under-represented minority (“URM”) is used to describe diverse populations, including Native American, Asian, Black, Hispanic/Latino and Native Hawaiian team members in the U.S. We do not generally track ethnicity/race for our shipboard team members as the majority are URMs from a U.S. perspective.

Reducing Environmental Impact

In 2022, our Company announced its commitment to pursue net zero greenhouse gas (“GHG”) emissions by 2050 across our operations and value chain. Since launching our net zero vision, we have been enhancing our roadmap and defining the interim milestones that will inform our progress.

We’re proud to have recently launched short- and near-term GHG intensity reduction targets that will guide us on this journey. Relative to a 2019 baseline, both targets are intensity reductions measured in metric tons of carbon dioxide equivalent (MTCO2e) emissions across Scope 1, Scope 2, and Scope 3: Fuel- and Energy-Related Activities, per Capacity Day:

•

10% GHG Intensity Reduction by 2026

•

25% GHG Intensity Reduction by 2030

Our climate action strategy is focused on implementing solutions for efficiency today, innovating for future solutions, and collaborating with our stakeholders along the way. A key driver is the ability to secure and safely operate on green fuels such as biodiesel and green methanol. Biodiesel can be blended with traditional marine gas oil (MGO) to support a reduction in lifecycle GHG emissions. Since 2022, our Company has successfully completed tests of biofuel blends on four ships, Regent’s Seven Seas Splendor, Norwegian Star, Norwegian Sun and Norwegian Epic. All four ships were tested with a blend of approximately 30% biofuel and 70% MGO. Though biodiesel is not expected to be a commercially viable long-term solution, we believe it is

a viable transition fuel that can support the decarbonization journey as long-term solutions are tested and scaled.

Green methanol has the potential to be a viable, scaled long-term solution for decarbonization. The production of green methanol is still in the early stages and will require significant investments in land-based infrastructure to sufficiently scale for distribution and consumption globally. However, we are optimistic that methanol can be a long-term solution and has promising feasibility to scale. That’s why in early 2023, newbuild contracts were modified for the final two Prima Plus Class ships to re-configure the ships to accommodate the use of green methanol as an alternative fuel source in the future. While additional modifications will be needed in the future to fully enable the use of methanol in addition to traditional marine fuel on these ships, this reinforces our Company’s commitment to decarbonization. For existing ships, we are assessing the feasibility of retrofitting existing engines to operate with dual fuels — diesel and methanol. We aim to use the results and key learnings from the pilot project to inform our wider plans to decarbonize additional ships.

As these alternative fuels are tested and scaled, our Company is committed to offsetting three million metric tons of carbon dioxide equivalent (MTCO2e) over a three-year period beginning in 2021 to help bridge the gap in our decarbonization efforts.

In 2022, our Company took many steps to build a strong foundation of good governance, accountability and effective risk management for climate action. We

 2023 Proxy Statement / 29​

CORPORATE GOVERNANCE

formalized a governance structure to oversee climate action efforts, establishing a Decarbonization Executive Steering Committee to steer the strategy and a Decarbonization Action Group to enhance cross-collaboration across our Company. Our Board also established shared accountability by tying climate action to our short-term incentive program starting in early 2022, which encompasses our entire shoreside Manager and above leadership team, extending deep into our organization.

Sailing Safely

The health, safety, and well-being of our guests and crew is our highest priority, not only on board our ships but also in every destination we visit. We take great efforts to maintain a healthy, safe, and clean environment and have a stringent 24/7/365 public health and safety program in place.

Our operations follow a Safety Management System (SMS) in conformance with the requirements established by the International Safety Management (ISM) Code for the Safe Operation of Ships and ISO 14001-2015 related to Environmental Management Systems. We foster a continuous commitment from all team members involved in the activities we do that are affected by the SMS through our Health, Safety, Environment & Security (HSES) Committee. Our HSES Committee is responsible for the correct implementation of the established standards for the safe operations of our ships, pollution prevention and security, and reports directly to our President and Chief Executive Officer.

Since 2020, we enhanced our commitment to health and safety with our comprehensive SailSAFE™ health and safety program, which consisted of new and enhanced protocols to create multiple layers of protection against COVID-19. The program was developed in conjunction with a diverse group of experts. Our SailSAFE program is centered around three key pillars (i) safety for our guests and crew, (ii) safety aboard our ships and (iii) safety ashore. Upon our return to cruising beginning in July 2021, all voyages operated with a requirement that guests and crew be fully vaccinated, combined with preventative protocols including universal pre-embarkation testing at the terminal. As the global public health environment significantly improved over the course of 2022, we were able to modify or eliminate many of the protocols introduced during the peak of the pandemic. We will continue to take a science-based approach to further adapt and modify protocols as needed in the future.

Strengthening our Communities

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 2022, we donated over $2 million in cash, cruise and other in-kind donations to various important causes. Team members actively engage in our communities by donating through our Workplace Giving program, volunteering in our local communities, and participating in various events including beach clean-ups and toy drives. All U.S. shoreside team members are provided with a paid Volunteer Day to give back to the causes they hold dear.

We are proud to have supported many missions and organizations throughout 2022, including the American Cancer Society in their fight to end cancer. In 2022, we provided over $100,000 in cash donations to the American Cancer Society. As part of our annual general meeting in 2022, approximately $30,000 was raised and donated to the American Cancer Society as a result of our commitment to donate $1 for each share account voted at the meeting. In addition, in 2022 we pledged $100,000 to Save the Children’s Ukraine Crisis Relief Fund, contributed over $100,000 to the American Red Cross to assist in Hurricane Ian relief efforts and donated $100,000 to Belize to assist in Hurricane Lisa relief efforts.

We also drove initiatives to recognize members of the communities we serve, visit and employ. In 2022, Norwegian Cruise Line announced the launch of its first-ever Military Appreciation Program to recognize active and retired U.S. military members, and their spouses, with special onboard experiences, amenities and cruise fare discounts. Norwegian Cruise Line also awarded teachers through its Giving Joy program, which recognizes 100 educators who are selected through a public nomination and vote for their unwavering commitment to bringing joy to the classroom. In 2022, 100 teachers were awarded free week-long cruises for two, which were collectively valued at over $750,000. The top three winners were awarded $10,000, $15,000 or $25,000 for their schools. In addition, each of the Grand Prize winners received nearly $40,000 each in prize money from various partners. Since 2019, the program has awarded 230 teachers across the U.S. and Canada with free cruises and over $350,000 in cash donations to schools and educators.

30 / 

CORPORATE GOVERNANCE​

Succession Planning

Succession planning is part of our culture and a key component of our corporate governance strategy. We have a year-round focus on providing team members with opportunities to develop their leadership skills and add to our bench of talent through various training initiatives. Our Nominating and Governance Committee, President and Chief Executive Officer and Executive Vice President, Chief Talent Officer engage in a formal process to identify, evaluate, and select potential successors for our President and Chief Executive Officer and other members of senior management. This review has included work with a third-party advisor to facilitate the succession planning process, the creation of 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 a periodic review of potential successors and future leadership with the entire Board.

The work completed through our succession planning process supported the transition plans for the new senior executives we appointed in 2023, including Mr. Harry Sommer, who will become President and Chief Executive Officer on July 1, 2023, and the new Presidents of our Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands.

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. All other employees are strongly discouraged from engaging in the transactions described above.

Overboarding Policy

Our directors are limited to serving on the boards of directors of not more than five total public companies, including our Company, and any director who serves as an active Chief Executive Officer of any public company, including our Company, is limited to serving on the board of directors of two total public company boards (excluding any board service at the company where the director currently serves as Chief Executive Officer). Additionally, members of our Audit Committee may not serve on the audit committees of the boards of directors of more than two other publicly-traded companies,

unless the Board determines that such simultaneous service would not impair the abilities of such member to effectively serve on our Audit Committee. Prior to accepting any position on the board of directors of any other organization, our directors must notify our Assistant Secretary. Each member of our Board is currently in compliance with our overboarding policy. Our Governance Committee reviews this policy periodically as part of its annual review of our Corporate Governance Guidelines.

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 and 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.nclhltd.com/investors, under “Governance.”

 2023 Proxy Statement / 31​

CORPORATE GOVERNANCE

We intend to disclose any 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 and controller and persons

performing similar functions, by posting such information on our website, www.nclhltd.com/investors, to the extent required by applicable rules of the NYSE and rules and regulations of the SEC.

Corporate Governance Materials

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

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

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.

32 / 

DIRECTOR COMPENSATION

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, committees or oversight roles during 2022, as applicable:

Type of Retainer or Fee	Amount
Annual Cash Retainer	​	$	100,000
Out-of-Country Meeting Attendance(1)	​	$	10,000
Chairperson of the Board	​	$	175,000
Chairperson of the Audit Committee	​	$	35,000
Chairperson of the Compensation Committee	​	$	30,000
Chairperson of the Nominating and Governance Committee	​	$	20,000
Chairperson of the TESS Committee	​	$	25,000
Audit Committee Member Retainer(2)	​	$	20,000

(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 cash retainers in the form of a restricted share unit (“RSU”) award in lieu of cash. Any such RSU award was automatically granted on the first business day of 2022 and vested in one installment on the first business day of 2023.

In addition, each director was entitled to receive an annual RSU award on the first business day of 2022 valued at $195,000 on the date of the award. Each director’s annual RSU award vested in one installment on the first business day of the calendar year following the year the award was granted. Each director’s annual RSU award would have been pro-rated if the director joined our Board after the first business day of the given year.

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

Mr. 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, 2022.

2022 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	​	165,000	194,984	—	—	—	—	359,984
Adam M. Aron	​	120,000	194,984	—	—	—	—	314,984
Zillah Byng-Thorne	​	19,891	32,489	—	—	—	—	52,380
John W. Chidsey	​	1,250	—	—	—	—	—	1,250
Harry C. Curtis	​	179,750	194,984	—	—	—	—	374,734
Stella David(4)	​	130,000	194,984	—	—	—	—	324,984
Russell W. Galbut	​	324,833	194,984	—	—	—	—	519,817
Mary E. Landry	​	155,000	194,984	—	—	—	—	349,984

 2023 Proxy Statement / 33​

DIRECTOR COMPENSATION

(1)

Mr. Abram’s compensation relates to his role as the Chairperson of our Audit Committee from January 1, 2022 through December 31, 2022 and as a director. Mr. Aron’s compensation relates to his role as director. Ms. Zillah Byng-Thorne’s compensation relates to her role as an Audit Committee member and a director beginning November 1, 2022 and any cash payments were converted from dollars to euros as of the exchange rate at the end of each applicable quarter. Mr. Chidsey’s compensation relates to his role as our Compensation Committee Chairperson, a member of our Audit Committee and as a director from January 1, 2022 through January 3, 2022, the date of his resignation. Mr. Curtis’s compensation relates to his role as an Audit Committee member for all of 2022, as a Chairperson of our Compensation Committee from January 4, 2022 through December 31, 2022 and as a director. Ms. David’s compensation relates to her role as Chairperson of our Nominating and Governance Committee for all of 2022, and as a director and any cash payments were converted from dollars to pounds as of the exchange rate at the end of each applicable quarter. Mr. Galbut’s compensation relates to his role as Chairperson of our Board for all of 2022, as a member of our Audit Committee beginning on January 4, 2022, and as a director. Ms. Landry’s compensation relates to her role as Chairperson of the TESS Committee for all of 2022, and as a director. No other directors received any form of compensation for their services in their capacity as a director during the 2022 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 2022. The grant date fair value for the RSU awards was calculated as equal to the $22.18 closing price of our ordinary shares on the date of grant, January 3, 2022, or in the case of Ms. Byng-Thorne, the $16.79 closing price of our ordinary shares on November 1, 2022.

(3)

None of our non-employee directors held any outstanding options or restricted shares as of December 31, 2022. As of December 31, 2022, our non-employee directors held the following unvested RSUs:

Name	Unvested RSUs
David M. Abrams	​	8,791
Adam M. Aron	​	8,791
Zillah Byng-Thorne	​	1,935
John W. Chidsey	​	—
Harry C. Curtis	​	8,791
Stella David	​	13,300
Russell W. Galbut	​	8,791
Mary E. Landry	​	8,791

(4)

Ms. David elected to receive her full annual retainer in the form of RSU awards. Accordingly, she received 4,509 RSUs in lieu of her annual retainer for 2022. The retainer that Ms. David elected to receive in RSUs is reported as though she had been paid in cash and such retainer had not been converted into RSUs.

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 exceeded or are on track to meet their objectives within the five-year period.

34 / 

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.

Due to the timing of the voting results for our 2022 Annual General Meeting, our Compensation Committee took several steps to redesign our compensation program in 2023 in response to our 2022 Say-on-Pay Vote and requests from our shareholders.

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 2024 annual general meeting of shareholders.

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.

 2023 Proxy Statement / 35​

EXECUTIVE COMPENSATION

A Letter from Our Compensation Committee Chairperson

April 28, 2023

Dear Fellow Shareholders,

In March 2023, we announced the culmination of our thoughtful succession planning process with Frank J. Del Rio’s retirement on June 30, 2023, and Harry Sommer’s appointment as President and Chief Executive Officer on July 1, 2023. We also appointed new Presidents for all three of our award-winning brands in 2023. Our planned succession process allowed for a systematic transfer of knowledge while creating space for the innovation and energy we know our new executives will bring to our Company. During this time of transition, we also very seriously considered what we heard from our shareholders in our extensive engagement meetings and took the opportunity to overhaul our compensation program in response.

One of our Board’s first responsive actions was to reconsider the composition of our Compensation Committee and ensure that we brought fresh perspectives onto our Compensation Committee. We engaged a new compensation consultant and tasked them with helping our Compensation Committee complete a holistic review of our compensation program. As their first order of business, and in direct response to requests from our shareholders, in October 2022, our new compensation consultant facilitated a review of our peer group which resulted in the removal of four peers and the addition of five peers that we felt better represented our Company’s competitors. We also appointed our newest Board member, Zillah Byng-Thorne, to our Compensation Committee in November 2022. I was appointed to our Compensation Committee as our new Chairperson on January 1, 2023.

Viewing our compensation program through these different perspectives, we set out to design a compensation structure for our incoming President and Chief Executive Officer and new brand Presidents that more closely aligned with what our peers were paying and with what our shareholders had requested in the many engagement meetings we held with them. Due to the timing of the results of our 2022 Say-on-Pay Vote, which we received in June 2022, many of the responsive changes we made will take place in 2023 as pay for 2022 had already been set by March 2022. Our refreshed compensation structure for our incoming executive officers included setting target compensation packages (base salaries, target annual cash incentives and target annual equity awards) for 2023 that are approximately 51%, 27% and 47% less than their predecessors in 2022 for our President and Chief Executive Officer, President, Norwegian, and Presidents of Regent and Oceania Cruises, respectively.

We’ve made a number of changes to our long- and short-term incentive compensation programs that were directly responsive to requests made by our shareholders. Now that the pandemic has subsided, we were able to again return to financial metrics for our incentive compensation programs in 2023 including through an Adjusted EBITDA metric for our short-term incentive plan, and a multi-year, relative Adjusted EPS metric that requires our Company’s Adjusted EPS to outperform the S&P 500 Index for our executives to earn the related equity awards. In both 2022 and 2023, 50% of our NEOs’ equity awards were subject to performance-based metrics with three-year performance periods. In designing our incoming President and Chief Executive Officer’s employment agreement, we avoided structures that our shareholders took issue with in the past. For example, we removed any contractually guaranteed equity award values in his contract and avoided providing certain perks that had been unpopular with our shareholders. We retained an ESG metric focused on setting emissions reductions targets in our short-term incentive plan as we believe the path towards decarbonization will be an important pillar of our ability to succeed as a cruise operator in the future.

I am honored to be serving as Chairperson of our Compensation Committee and will do everything in my power to make sure that we have a strong, skilled and motivated management team that works tirelessly to create value for you, our valued shareholders. We are committed to listening to you, our shareholders, as we build the future of our Company together. While the pandemic created challenges beyond anything we could have imagined, we are excited for this new era for our Company and this opportunity to rebuild our position with a new team that is eager to make their mark on the industry and deliver our guests the vacations of their dreams.

Thank you for your continued support.

Sincerely,
Mary Landry, Chairperson of the Compensation Committee

36 / 

EXECUTIVE COMPENSATION​

Compensation Discussion and Analysis

The Next Chapter for Our Brands

2022 was a rebuilding year that allowed us to step forward into the next chapter of our Company’s history. After enduring nearly 500 days of suspended cruise operations due to the COVID-19 pandemic, our long-awaited Great Cruise Comeback officially commenced on July 25, 2021, and in May 2022, we became the first major cruise operator to return our entire fleet back to service.

During this transitional year, our Board and management team focused on:

•

returning all of our ships to revenue generating cruises,

•

protecting long-term brand integrity by prioritizing health and safety and maintaining pricing,

•

continuing with our medium and long-term financial recovery plan which included pursuing opportunistic refinancing, and

•

enhancing our commitment to drive a positive impact on society and the environment through our global sustainability program, Sail & Sustain.

In March 2023, we announced that Mr. Frank J. Del Rio, our President and Chief Executive Officer, would be retiring at the end of June 2023 and that Mr. Harry Sommer would lead our Company, as President and Chief Executive Officer, beginning July 2023. In January 2023, Ms. Andrea DeMarco assumed the role of President, Regent Seven Seas Cruises and Mr. Frank A. Del Rio assumed the role of President, Oceania Cruises. In April 2023, Mr. David Herrera assumed the role of President, Norwegian Cruise Line. Each of these transitions was the result of a thoughtful succession planning process by our Board and was also an opportunity to realign our compensation strategy.

This next generation of leaders will be responsible for delivering on our industry-leading growth profile of seven additional ships for delivery through 2028. This capacity, including the recently delivered Vista, is expected to grow our fleet by approximately 50% versus 2019, adding over 20,000 berths across our three brands. During 2023, each of our three brands has or will receive an additional ship including the Oceania Cruises Vista, Norwegian Viva and Seven Seas Grandeur.

 2023 Proxy Statement / 37​

EXECUTIVE COMPENSATION

Shareholder Outreach Regarding Compensation Program

We believe that a continuous engagement program is an integral part of delivering value to our shareholders. We maintain an active, year-round engagement program regarding finance, strategy and ESG topics which provides our shareholders with access to various members of our executive team and our Board.

At our 2022 Annual General Meeting, approximately 15.4% of our shareholders approved, on an advisory basis, the compensation of our NEOs in 2021. We were disappointed in this result as the unprecedented and disproportionate impacts of the COVID-19 pandemic on our Company and industry drove the Compensation Committee to temporarily make changes to our compensation program to promote the stability and resilience of our Company. We engaged directly with our shareholders to discuss our compensation program in the Spring of 2022, both before and after our 2022 Annual General Meeting.

In response to our 2022 Say-on-Pay Vote, we further

enhanced our engagement efforts by initiating additional compensation-related conversations with our shareholders through Spring 2023. Our former Chairperson of our Compensation Committee, Mr. Curtis, participated in the engagement in 2022, while our new Chairperson of our Compensation Committee, Ms. Landry, participated in engagement meetings during 2023, following her appointment to the position.

We initiated engagement about our compensation program with 42 of our top institutional holders, which included each institutional holder that held at least 0.25% of our outstanding shares and represented approximately 49% of our total outstanding shares as of year-end 2022. In some cases, the engagement efforts spanned multiple meetings.

The results of this outreach were shared with the entire Board. The key feedback we received from shareholders at these meetings and our responses to the feedback included:

38 / 

EXECUTIVE COMPENSATION​

Investor Feedback

WHAT WE HEARD		HOW WE RESPONDED
	Overall pay should be reduced for the President and Chief Executive Officer		Our Compensation Committee re-aligned compensation for our new President and Chief Executive Officer and new brand Presidents beginning their roles in 2023 (see “Compensation Discussion and Analysis — 2023 Compensation Refreshment”)
	Encouraged fresh perspectives on our Company’s Compensation Committee		Appointed a new member of our Compensation Committee in late 2022 and a new member and Chairperson in 2023, with two former members leaving the Compensation Committee
	Requested a return to financial metrics for incentive awards		2023 long- and short-term incentives are weighted towards Adjusted EBITDA, Adjusted EPS and forward booking metrics
	Encouraged the use of a relative metric in our long-term incentives		Introduced a relative Adjusted EPS metric for our 2023 annual equity awards requiring outperformance versus the S&P 500 Index
	Prefer three-year metrics in long-term incentive awards		2022 and 2023 PSU awards have three-year performance periods
	Value of annual equity awards should not be guaranteed by contract		Our new President and Chief Executive Officer’s contract does not guarantee a value for annual equity awards, but does provide that any annual equity awards must be at least 50% performance-based
	Peer group should be reevaluated		Reviewed peer group and made adjustments for 2023
	Long-term incentives should be more heavily weighted towards performance for all NEOs		In 2022 and 2023, at least 50% of each NEO’s target annual equity awards were based on performance metrics
	Encouraged the Compensation Committee to holistically review our compensation program		Our Compensation Committee appointed a new compensation consultant in September 2022 and, under the leadership of our new Chairperson, undertook a comprehensive review of our compensation program in 2023
	The President and Chief Executive Officer is entitled to too many perks pursuant to his employment agreement		Our new President and Chief Executive Officer will not be entitled to a travel expense, personal, or tax preparation allowance or country club dues in his employment agreement
	Include an ESG metric in the Company’s executive compensation program		Included ESG metrics related to emissions reduction goals in our 2022 and 2023 annual cash incentive

 2023 Proxy Statement / 39​

EXECUTIVE COMPENSATION

2022 Compensation Program Summary

2023 Compensation Refreshment

With the announcement that our succession planning process would result in the appointment of a new President and Chief Executive Officer and an entirely new team of Presidents for our brands in 2023, our Compensation Committee took the opportunity to do a holistic review of our Company’s executive compensation program and to reset pay for our incoming executive officers to better reflect the expectations of our shareholders. Some of the key changes included (in each case below, “Before” represents 2022 pay and “New” represents 2023 pay for each successor and percentages are rounded):

•

Our Compensation Committee worked closely with their independent compensation consultant, Korn Ferry, to benchmark salaries for our next generation of leaders to set compensation for them that was in line with other executives in our newly revised peer group:

2023 Base Salary Changes

•

In connection with this review, our Compensation Committee also reset target annual cash incentives for these executives:

2023 Target Annual Cash Incentive

40 / 

EXECUTIVE COMPENSATION​

•

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

2023 Target Annual Equity Award

•

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

2023 Target Total Compensation

The timeline for the changes to our compensation program is shown in detail below and explains why many of the changes that our Compensation Committee made in response to concerns voiced by our shareholders will result in changes to pay beginning in 2023.

 2023 Proxy Statement / 41​

EXECUTIVE COMPENSATION

2022 Named Executive Officers

Our NEOs for 2022 were:

Frank J. Del Rio	President and Chief Executive Officer
Mark A. Kempa	Executive Vice President and Chief Financial Officer
Harry Sommer	Former President and Chief Executive Officer, Norwegian Cruise Line (through March 31, 2023), Current President and Chief Executive Officer — Elect
Jason Montague	Former President and Chief Executive Officer, Regent Seven Seas Cruises (through December 31, 2022)
Howard Sherman	Former President and Chief Executive Officer, Oceania Cruises (through December 31, 2022)

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 considered the recommendations of Mr. Del Rio and Mr. Sommer in setting compensation levels for NEOs besides themselves.

Elements of our Executive Compensation Program

Base Salaries

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

following factors: job responsibilities, leadership and experience, value to our Company, the recommendations of our President and Chief Executive Officer (other than with respect to his own base salary) and the base salaries of executives in comparable positions at our Peer Group (as defined below) companies. Our Compensation Committee made the determination to increase annual base salaries for 2022 prior to receiving the results of our Say-on-Pay Vote for the 2022 Annual General Meeting.

NEO	2021 Base Salary(1)			2022 Base Salary
Frank J. Del Rio	​	$	1,797,041	$2,000,000
Mark A. Kempa	​	$	698,849	$900,000
Harry Sommer	​	$	698,849	$900,000
Jason Montague	​	$	698,849	$900,000
Howard Sherman	​	$	698,849	$900,000

(1)

A temporary pandemic-related 20% base salary reduction was discontinued, effective January 4, 2021.

Annual Performance Incentives

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

Target Annual Cash Performance Incentive Opportunities.   Our Compensation Committee annually establishes each NEO’s, other than 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, (5) ability to create shareholder value and (6) recommendations of our President and Chief Executive Officer. Mr. Del Rio’s annual cash bonus

42 / 

EXECUTIVE COMPENSATION​

opportunity was developed by our Compensation Committee in connection with his employment agreement; however, the performance metrics are determined by our Compensation Committee each year, as discussed below.

Corporate Performance Measures.   Each year, our Compensation Committee establishes the performance objectives for the annual cash performance incentives. The performance objectives are based on financial or strategic performance at the consolidated NCLH level as our Compensation Committee believes this structure most closely aligns the interests of our NEOs and our shareholders. The actual annual cash performance incentive earned by our NEOs is determined by our Compensation Committee based on the level of achievement of the pre-established corporate performance objectives. After the end of the year, our Compensation Committee reviews our actual performance against the target levels. Our Compensation Committee is required by our Plan terms to exercise its judgment whether to reflect or exclude the impact of extraordinary, unusual or infrequently occurring, or unforeseen events in determining the extent to which the performance measures are met.

During 2022, our Compensation Committee decided that given the continued uncertain operating environment at the time the metrics were approved in February 2022, it was appropriate to diversify the number of metrics used to measure performance for our annual cash performance incentive to four metrics, that were crucial to our Company’s future recovery, for the period from January 2022 through December 2022. Our

Compensation Committee determined that the metrics that would support our Company’s priorities during 2022 were:

•

Average STI Adjusted Net Cruise Cost per month;

•

STI Adjusted Gross Margin for the second half of 2022;

•

Load Factor; and

•

Progress on setting greenhouse gas emissions reduction targets.

At the time the metrics were selected, our cruise operations had not yet completely resumed and it was difficult to forecast our Company’s operational needs in light of the continued impacts of the pandemic. Our Compensation Committee selected these metrics to motivate our management team to continue to conserve cash during the resumption of cruises while balancing the need to efficiently generate revenue and continue to work towards historical Load Factors. The metric for Average STI Adjusted Net Cruise Cost per month for 2022 was higher than the metric for 2021 due to the phased resumption of cruise operations which began in July 2021. As additional ships resumed service through May 2022, our costs also increased accordingly as we returned to a normalized operating environment. Our Compensation Committee believed that each of these goals would correlate to shareholder value during our Company’s continued recovery.

The following table summarizes the weight and actual payout of each of the metrics.

Name	Target Annual Performance Incentive Amount	Average STI Adjusted Net Cruise Cost per Month Metric	STI Adjusted Gross Margin Metric	Load Factor Metric	ESG Metric	Actual Annual Performance Incentive Paid	% of Target Paid
Frank J. Del Rio	$4,000,000 (200% of base salary)	0-100% of target	0-45% of target	0-45% of target	0-10% of target	$8,000,000	200%
Mark A. Kempa	$900,000 (100% of base salary)	0-100% of target	0-45% of target	0-45% of target	0-10% of target	$1,800,000	200%
Harry Sommer	$900,000 (100% of base salary)	0-100% of target	0-45% of target	0-45% of target	0-10% of target	$1,800,000	200%
Jason Montague	$900,000 (100% of base salary)	0-100% of target	0-45% of target	0-45% of target	0-10% of target	$1,800,000	200%
Howard Sherman	$900,000 (100% of base salary)	0-100% of target	0-45% of target	0-45% of target	0-10% of target	$1,800,000	200%

 2023 Proxy Statement / 43​

EXECUTIVE COMPENSATION

The following table summarizes our Company’s actual performance under each metric:

2022 Metric Category	Threshold	Target	Maximum	Actual 2022 Performance	Payout
Average STI Adjusted Net Cruise Cost per month	—	—	$275 million or less per month	$225.6 million per month	Maximum
STI Adjusted Gross Margin for the second half of 2022 equal to or greater than	—	60% of STI Adjusted Gross Margin for the second half of 2019	70% of STI Adjusted Gross Margin for the second half of 2019	$2.2 billion(1) for the second half of 2022 (85% of STI Adjusted Gross Margin for the second half of 2019)	Maximum
Load Factor for the second half of 2022 equal to or greater than	—	60%	70%	84%	Maximum
ESG Metric	—	—	Sufficient progress on setting greenhouse gas emissions reduction targets	Company took significant steps including announcing pursuit of net zero GHG emissions by 2050 and undergoing a decarbonization assessment with a third-party advisor	Maximum

(1)

Amount shown reflects Adjusted Gross Margin reported in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Amount presented above would have been higher including additional adjustments provided for in the definition of STI Adjusted Gross Margin approved by our Compensation Committee. See “Terms Used in this Proxy Statement.”

2023 Annual Performance Incentive Metrics.   For 2023, our NEOs, other than Mr. Del Rio, are eligible to earn their annual performance incentives based on the achievement of three performance metrics that our Compensation Committee believes are crucial to our Company’s success. Incremental payments will be made for achievement between the specified targets in the Adjusted EBITDA table below and the maximum amount that may be paid for outperformance is 200% of target. Our Compensation Committee chose Adjusted EBITDA as our most heavily weighted metric as our management

team uses this non-GAAP metric to assess our operating performance. Our strategic metric related to the successful delivery of our newbuilds was selected because the delivery of three new vessels in a one-year period requires significant efforts from our management team. Our ESG metric was selected because our Compensation Committee continues to believe that our focus on our decarbonization journey will be important to our Company’s ability to control costs and remain in compliance with current and proposed regulations.

2023 Annual Performance Incentive Metrics

January 1, 2023 - December 31, 2023 Performance Period

44 / 

EXECUTIVE COMPENSATION​

Mr. Del Rio is eligible to earn his annual cash performance incentive of $9 million for 2023 based 50% on the achievement of an Adjusted EBITDA metric and 50% on the successful transition of his responsibilities to Mr. Sommer, his successor. Each metric will be measured through June 30, 2023. To earn the portion of the annual cash performance incentive that is subject to the Adjusted EBITDA metric, our Company’s Adjusted EBIDTA from the period from January 1, 2023 through June 30, 2023 must be greater than or equal to $600 million. However, if our Company’s Adjusted EBITDA is less than $600 million during that

period, Mr. Del Rio will be eligible to earn a pro-rata portion of the award consistent with whatever percentage of the $600 million has been earned. Mr. Del Rio is not eligible for an above target payout. As described under “Employment Agreements for NEOs — Salary, Annual Cash Performance Incentive Opportunity and Equity”, in connection with his Transition, Release and Consulting Agreement, Mr. Del Rio waived any equity awards for 2023; he would have otherwise been entitled to an annual equity award in 2023 with a target value of at least $10 million as of the date of grant.

Long-Term Equity Incentive Compensation and Cash Retention Awards

The following table summarizes the equity awards and any cash retention awards our Compensation Committee granted in 2022 and how they accomplish our compensation objectives. Our Compensation Committee did not award any equity to our NEOs outside of the regular annual grants and the cash retention awards were awarded to NEOs, other than our President and Chief Executive Officer, simultaneously with our annual grants.

Components of Long-Term Equity Incentive / Cash Retention Compensation	What It Is	Why We Use It	2022 Weighting
Regular-cycle PSUs (performance share units), granted March 2022	Opportunity to receive a specified number of shares based on achievement of performance objectives determined by our Compensation Committee. Includes an additional service requirement following the end of the performance period.	Focuses our NEOs on the achievement of key performance objectives over a multi-year period. Serves as a retention incentive.	CEO: 60% of total target March 2022 equity award Other NEOs: 50% of total target March 2022 equity award
Regular-cycle RSUs (restricted share units), granted March 2022	Right to receive a specified number of shares at the time the award vests. Value fluctuates with the price of our ordinary shares. For President and Chief Executive Officer, original vesting schedule vests in annual installments over three years, with acceleration in the event of the President and Chief Executive Officer’s retirement. For other NEOs, vests in one installment in March 2024.	Aligns our NEOs’ interests with those of our shareholders. Serves as a retention incentive.	CEO: 40% of total target March 2022 equity award Other NEOs: 50% of total target March 2022 equity award

 2023 Proxy Statement / 45​

EXECUTIVE COMPENSATION

Components of Long-Term Equity Incentive / Cash Retention Compensation	What It Is	Why We Use It	2022 Weighting
One-time cash retention awards for NEOs other than our President and Chief Executive Officer	Right to receive a payment of $1 million in March 2023 and $1 million in March 2024 subject to continued employment through the date of payment (and subject to acceleration for Mr. Montague and Mr. Sherman in connection with their transitions).	Serves as a retention incentive.	Equal in value to target annual equity awards

In determining the value granted to each NEO, our Compensation Committee considers each NEO’s position, their expected contribution toward achieving our long-term objectives, a review of Peer Group compensation levels and recommendations of our President and Chief Executive Officer (other than with respect to his own compensation). Our Compensation Committee generally makes equity awards to our NEOs and other members of management once a year, but awards may be granted outside this annual grant cycle in connection with events such as hiring, promotion or extraordinary performance or other circumstances.

We use the terms target grant value and target award value for the PSUs and RSUs to describe the grant value approved by our Compensation Committee, which was historically equal to the target number of PSUs or RSUs 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 different than the accounting value of the PSU or RSU awards that we are required to report in the executive compensation tables that are included below. For example, the amounts reported for our NEOs other than our President and Chief Executive Officer are slightly lower than the target grant value since we used the average of closing market prices of our ordinary shares three days prior to the grant date to determine the number shares awarded, but reported the fair market value in the Summary Compensation Table based on our closing market price on the date of grant.

2023 Equity Awards.   In 2023, under the guidance of our new Compensation Committee Chairperson, Ms. Mary Landry, our Compensation Committee and their new independent compensation consultant, Korn Ferry, undertook a comprehensive review of our equity award practices. Our Compensation Committee reduced the grant date value of the awards made to our President and Chief Executive Officer — Elect and new brand Presidents in 2023. Given the stabilized operating environment and our Company’s continued focus on rebuilding our financial position, our Compensation Committee felt strongly that 2023 was the appropriate time to return to long-term financial performance metrics for the PSUs granted to our executives. Following requests from our shareholders, our Compensation Committee felt that half of the total value of the equity awards should be earned based on a relative metric. Half of the total potential value of our 2023 PSU awards are subject to a relative average Adjusted EPS metric that requires our Company’s average Adjusted EPS growth from December 31, 2023 to December 31, 2025 to outperform the earnings per share (“EPS”) growth of the S&P 500 Index by a percentage between 5% and 15%. The other half of the total potential value of our 2023 PSU awards is subject to a metric based on average booked position for the following year as of the end of 2023, 2024 and 2025. For the average booked position, the ability to earn that portion of the award begins at target. Pro-rata achievement between the threshold, target and max targets is possible.

46 / 

EXECUTIVE COMPENSATION​

2023 Equity Awards

Awarded 3/1/23

2022 President and Chief Executive Officer and Other NEO Equity Awards.   Our Compensation Committee prepared the metrics for our equity awards in February 2022, at a time when not all of our ships had resumed sailing and our recovery path forward was still uncertain. At the time the metrics were being formulated, our Compensation Committee believed the post-pandemic operating environment was still too uncertain to allow them to consider and approve meaningful long-term performance measures that were based on financial metrics. Our Compensation Committee instead decided to focus our management team on operational and financing goals.

On March 1, 2022, Mr. Del Rio was awarded an annual target award of PSUs worth $6.6 million and RSUs worth $4.4 million as of the date of the award. The actual number of shares awarded to Mr. Del Rio was determined by dividing the target grant value by our closing share price on the date of grant.

On March 1, 2022, each of our other NEOs was awarded an annual target award of PSUs worth $1 million and an award of RSUs worth $1 million. The actual number of shares awarded to each other NEO was determined by dividing a target grant value of $2 million by the average of our closing share prices on February 24, 25 and 28, 2022.

Mr. Del Rio’s March 2022 RSU award was subject to time-based vesting requirements that provided for equal vesting over three years. However, in connection with his retirement, Mr. Del Rio’s awards are expected to accelerate as disclosed under “Potential Payments Upon Termination or Change in Control.”

Our other NEO’s March 2022 RSU awards are eligible to vest in one installment in March 2024.

The PSU awards for our NEOs, including Mr. Del Rio, did not include a threshold metric. Our Compensation Committee chose a target metric that required our Company to maintain all rules of the Classification Society and flag state for all vessels in our fleet and all certificates for all vessels in our fleet to assure each vessel’s ability to return to service or continue service, as applicable, through December 31, 2024. Our NEOs could earn an additional 100% of the target PSU shares (or in the case of our President and Chief Executive Officer, 200% of the target PSU shares) if our Company obtained financing for at least 50% of any increase in the original contract price of Seven Seas Grandeur and the third Prima-Class vessel. A half weighting was applied to the financing for each ship.

Awards for Mr. Montague and Mr. Del Rio are or were subject to acceleration under certain circumstances as described under “Potential Payments Upon Termination or Change in Control.”

2022 Other NEO Cash Retention Awards.   Our Compensation Committee, after consultations with our prior compensation consultant, FW Cook, awarded each NEO a one-time $2 million cash retention award that could be earned in two equal installments in March 2023 and March 2024 if each NEO remained employed with our Company through that date. Our Compensation Committee believed that this award would serve as a strong retention incentive for our NEOs to encourage their continued efforts to support our Company through its post-pandemic recovery. These payments were accelerated for Mr. Montague and Mr. Sherman in connection with their transition agreements. See “Potential Payments Upon Termination or Change in Control” for additional information.

CEO and Other NEO Prior Year PSU Payout Results.   In July 2022, our Compensation Committee reviewed the Company’s performance under the terms of

 2023 Proxy Statement / 47​

EXECUTIVE COMPENSATION

the July 2020 PSU grants that our NEOs, other than Mr. Del Rio, received during the pandemic. The July 2020 PSU awards were eligible to be earned at 100% of the target amount if our Company maintained through June 30, 2022 all rules of the Classification Society and flag state for all vessels in our fleet and all certificates for all vessels in our fleet so that our fleet was able to return to service once we were authorized to resume cruise voyages. There was no opportunity to earn additional amounts above target and our NEOs, other than Mr. Del Rio, earned a payment at the target amount. The July 2020 PSU awards were subject to time-based vesting through July 27, 2022.

Benefits and Perquisites

We provide our NEOs with retirement benefits under our 401(k) Plan, participation in our medical, vision, dental and insurance programs and vacation and other holiday pay, all in accordance with the terms of such plans

and programs in effect and substantially on the same terms as those generally offered to our other employees (although vacation benefits may differ).

In addition, our NEOs receive a cash automobile allowance, a cruise benefit for Company cruises, including certain travel for immediate family, as well as coverage under an executive medical plan which provides reimbursement of certain extra medical, vision and dental expenses. We believe that the level and mix of perquisites we provide to our NEOs is consistent with market compensation practices.

During 2022, Mr. Del Rio was also entitled to certain additional perquisites pursuant to the terms of his 2020 employment agreement consistent with his original employment agreement with Prestige. Our new President and Chief Executive Officer will not be entitled to receive any of these perquisites under his new employment agreement.

Severance Arrangements and Change in Control Benefits

Each of our NEOs is or was employed pursuant to an employment agreement providing for severance payments and benefits upon an involuntary termination of the NEO’s employment by us without “cause” or by him for “good reason”. The severance payments and benefits in each employment agreement were negotiated in connection with the execution of each employment agreement. In each case, our Compensation Committee determined that it was appropriate to provide the executive officer with severance payments and benefits under the circumstances in light of each of their respective positions with us, general competitive practices and as part of each of their overall compensation packages.

When negotiating each executive officer’s severance payments and benefits, our Compensation Committee took into consideration an analysis of the severance payments and benefits provided to similarly situated executives at our Peer Group companies. The severance payments and benefits payable to each of our NEOs upon a qualifying termination of employment generally include a cash payment based on a multiple of base salary, a pro-rata portion of any annual cash incentive actually earned for the year of termination of employment, continuation or payment in respect of certain benefits and, in certain cases only, accelerated or continued vesting of outstanding equity awards. We do not believe that our NEOs should be entitled to any cash severance payments or benefits merely because of a change in control of our Company. Accordingly, none of our NEOs are entitled to any such payments or benefits upon the occurrence of a change in control of our Company unless there is an actual termination (other than for “cause”) or constructive termination of

employment for “good reason” just prior to or following the change in control (a “double-trigger” arrangement). Similarly, none of our NEOs are entitled to receive any automatic “single trigger” equity vesting upon the occurrence of a change in control of our Company, and severance protections for equity awards also require an actual termination (other than for “cause”) or constructive termination of employment for “good reason” just prior to or following the change in control.

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

The material terms of these payments and benefits for our continuing NEOs, and the specific transition arrangements we entered into for Mr. Del Rio, Mr. Montague and Mr. Sherman 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”). After considering the recommendations of our prior compensation consultant, our Compensation Committee determined that due to the significant impacts of the COVID-19 pandemic on the Company’s operations and financial performance and the broader effects of COVID-19 on the industries of many of our Company’s peers, that no changes would be made to our Company’s

48 / 

EXECUTIVE COMPENSATION​

Peer Group in October 2021. The Peer Group re-approved in October 2021 was ultimately used as a reference point in determining pay for 2022. Our Compensation Committee made this determination because our decreased revenue occurred because our Company was recovering from the impact of the nearly 500 days of suspended cruise operations due to regulations and the public health environment during the pandemic and not changes to the fundamentals of our business. Additionally, our Compensation Committee

believed that the companies we compete with for talent more closely reflected the companies included in our Peer Group pre-pandemic and that it was important to attract and retain executives who could run businesses with the scope and scale our Company had pre-pandemic.

Our Peer Group, which was used as a reference point in determining 2022 pay, included the following companies:

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

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

•

hotels, resorts and cruise lines,

•

airlines,

•

casinos and gaming,

•

restaurants, and

•

internet and direct marketing retail.

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

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

 2023 Proxy Statement / 49​

EXECUTIVE COMPENSATION

Objectives and Philosophy of our Executive Compensation Program

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 providing a majority of compensation in equity and by choosing NCLH incentive compensation performance metrics that we believe drive long-term value for our shareholders.
Attract and retain top talent in a competitive market	We strive to be an employer of choice for individuals with the specific skill sets and experience required for the cruise industry.

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. At our annual general meeting in June 2022, approximately 15.4% of the votes cast were in favor of the 2021 compensation of our NEOs. We were disappointed in this result as the unprecedented and disproportionate impacts of the COVID-19 pandemic on our Company and industry drove the Compensation Committee to temporarily make changes to our compensation program to promote the stability and resilience of our Company. As described elsewhere in this Proxy Statement, we engaged in extensive shareholder outreach efforts following the 2022 Say-on-Pay Vote. In response to shareholder feedback, our Compensation Committee completed a holistic review of our compensation program and realigned pay for our incoming executives to address shareholder concerns. We also refreshed the constitution of our Compensation Committee by appointing two new members, Ms. Zillah Byng-Thorne in November 2022 and Ms. Mary Landry, the new Chairperson of our Compensation Committee, in January 2023. To facilitate our executives’ abilities to work towards performance goals from the start of 2022, our Compensation Committee set our annual short- and long-term compensation metrics in February 2022. As we received our 2022 Say-on-Pay results in June of 2022, the substantial changes we made to our compensation program took place in our 2023 compensation program.

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.

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.

From May 2017 until September 2022, our Compensation Committee retained FW Cook to provide guidance on executive and non-employee director compensation matters. Beginning in September 2022, our Compensation Committee engaged Korn Ferry as our new compensation consultant to provide guidance on executive and non-employee director compensation matters.

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

50 / 

EXECUTIVE COMPENSATION​

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. In April 2022, following a holistic review of our share ownership policy, our Board increased the amount required to be held by our Chief Executive Officer as demonstrated in the table below. The share ownership policy, which applies to all of our NEOs and certain executive officers, is as follows:

Position	Value of Share Ownership Effective April 25, 2022*
Chief Executive Officer	Increased to 6 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.

To the extent our NEOs are still serving as executive officers, 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. Our Board will be reviewing our clawback policy and plans to make any necessary changes to our clawback policy to comply with the new NYSE clawback rules in the prescribed time period for adoption.

 2023 Proxy Statement / 51​

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*​

Mary Landry (Chairperson)
Zillah Byng-Thorne
Harry C. Curtis​

April 26, 2023

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.

*

Ms. Landry joined and became Chairperson of our Compensation Committee on January 1, 2023. Ms. Byng-Thorne joined our Compensation Committee November 1, 2022. Mr. Curtis joined and became Chairperson of our Compensation Committee on January 4, 2022 and resigned as Chairperson on December 31, 2022, but remained on our Compensation Committee. Mr. Abrams was on our Compensation Committee from January 4, 2022 through December 31, 2022. Mr. Galbut was a member of our Compensation Committee through December 31, 2022. Mr. Chidsey was the Chairperson of our Compensation Committee through January 3, 2022. Ms. David was a member of our Compensation Committee from August 30, 2021 through January 3, 2022.

52 / 

EXECUTIVE COMPENSATION TABLES

2022 Summary Compensation Table

The following table presents information regarding the compensation of each of our NEOs for services rendered during 2022, 2021 and 2020.

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)
Frank J. Del Rio President and Chief Executive Officer	​	2022	​	2,000,000	​	—	​	10,999,980	​	—	​	8,000,000	​	209,353	​	21,209,333
	​	2021	​	1,797,041	​	—	​	14,063,639	​	—	​	3,600,000	​	208,088	​	19,668,768
	​	2020	​	1,527,541	​	2,824,495	​	17,952,220	​	—	​	3,600,000	​	10,476,999	​	36,381,255
Mark A. Kempa Executive Vice President and Chief Financial Officer	​	2022	​	900,000	​	—	​	1,895,383	​	—	​	1,800,000	​	54,257	​	4,649,640
	​	2021	​	698,849	​	—	​	2,158,701	​	—	​	700,000	​	48,892	​	3,606,442
	​	2020	​	594,044	​	282,425	​	4,165,500	​	—	​	700,000	​	48,783	​	5,790,752
Harry Sommer Former President and Chief Executive Officer, Norwegian Current President and Chief Executive Officer – Elect	​	2022	​	900,000	​	—	​	1,895,383	​	—	​	1,800,000	​	55,310	​	4,650,693
	​	2021	​	698,849	​	—	​	2,158,701	​	—	​	700,000	​	53,481	​	3,611,031
	​	2020	​	594,044	​	507,803	​	4,435,454	​	—	​	700,000	​	52,327	​	6,289,628
Jason Montague Former President and Chief Executive Officer, Regent	​	2022	​	900,000	​	2,000,000	​	1,895,383	​	—	​	1,800,000	​	54,257	​	6,649,640
	​	2021	​	698,849	​	—	​	2,158,701	​	—	​	700,000	​	52,492	​	3,610,042
	​	2020	​	594,044	​	578,001	​	4,435,454	​	—	​	700,000	​	52,383	​	6,359,882
Howard Sherman Former President and Chief Executive Officer, Oceania Cruises	​	2022	​	900,000	​	2,000,000	​	1,895,383	​	—	​	1,800,000	​	56,068	​	6,651,451

(1)

For 2021, the temporary pandemic-related 20% base salary reduction was discontinued, effective January 4, 2021.

(2)

Mr. Montague and Mr. Sherman became entitled to payment of their retention bonuses in December 2022 in connection with their Transition and Release Agreements.

(3)

For 2022, 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 2022. The fair value of the time-based RSUs is equal to the closing market price of our shares on the date of grant. The March 1, 2022 PSU award granted to Mr. Del Rio vests between 0% and 300% based on performance conditions. The March 1, 2022 PSU awards granted to Mr. Kempa, Mr. Sommer, Mr. Montague and Mr. Sherman vest between 0% and 200% based on performance conditions. The fair value of PSUs granted to Mr. Del Rio, Mr. Kempa, Mr. Sommer, Mr. Montague and Mr. Sherman is reported based on the probable outcome of the performance conditions at the time of grant, which was 100%, and the closing market price of our ordinary shares on the date of grant. The value of the annual PSU awards granted to Mr. Del Rio on March 1, 2022 assuming maximum achievement of 300% is $19,799,952. The value of the annual PSU awards granted on March 1, 2022 assuming maximum achievement of 200% would have been as follows: Mr. Kempa, Mr. Sommer, Mr. Montague and Mr. Sherman — $1,895,383. All RSUs and PSUs reported in this table were awarded under our Plan.

(4)

For 2022, 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 2022, as described in “Compensation Discussion and Analysis.”

 2023 Proxy Statement / 53​

EXECUTIVE COMPENSATION TABLES

(5)

The following table provides detail for the amounts reported for 2022 in the “All Other Compensation” column of the table.

Name	Automobile ($)(a)		401(k) Employer Match ($)(b)		Executive Medical Plan Premium ($)(c)		CEO Benefits ($)(d)		Other Benefits ($)(e)	Total ($)
Frank J. Del Rio	​	27,600	​	14,825	​	13,488	​	152,000	​