tv518867-def14a - none - 11.3598112s
TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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 Pursuant to §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 the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transactions applies:
(2)
Aggregate number of securities to which transactions applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount previously paid:
(2)
Form, schedule or registration statement no.:
(3)
Filing party:
(4)
Date filed:

TABLE OF CONTENTS
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TABLE OF CONTENTS
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7665 Corporate Center Drive
Miami, Florida 33126
NOTICE OF 2019 ANNUAL GENERAL MEETING OF SHAREHOLDERS
When
Thursday, June 13, 2019 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 III directors on our board of directors for the terms described in the attached Proxy Statement

Frank J. Del Rio

Chad A. Leat

Steve Martinez

Pamela Thomas-Graham
Proposal 2
Approval, on a non-binding, advisory basis, of the compensation of our named executive officers
Proposal 3
Approval of the amendment and restatement of our bye-laws to delete obsolete provisions
Proposal 4
Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2019 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, 2018 pursuant to the Bermuda Companies Act 1981, as amended, and our bye-laws
Consider any other business which may properly come before the 2019 Annual General Meeting or any postponement or adjournment
Attending the
Annual General
Meeting
You will be asked to provide photo identification and appropriate proof of ownership to attend the meeting. You can find more information under “About the Annual General Meeting and Voting” in the accompanying Proxy Statement.
Who Can Vote
Holders of each NCLH ordinary share at the close of business on April 1, 2019
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:
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By telephone — You can vote your shares by calling the number provided in your proxy card or voting instruction form
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By Internet — You can vote your shares online at www.proxyvote.com
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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 2018 Annual Report are available at www.nclhltdinvestor.com or www.proxyvote.com.
All shareholders are cordially invited to attend the meeting in person. We direct your attention to the accompanying Proxy Statement. Whether or not you plan to attend the meeting in person, 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 in person, you may withdraw your proxy or voting instructions and vote your shares personally. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.
By Order of the Board of Directors,
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Daniel S. Farkas
Executive Vice President,
General Counsel and Assistant Secretary
April 26, 2019

TABLE OF CONTENTS
PROXY STATEMENT
TABLE OF CONTENTS
PROXY SUMMARY
1
PROPOSAL 1 — ELECTION OF DIRECTORS
7
7
8
10
11
CORPORATE GOVERNANCE
15
15
16
17
17
18
20
21
21
22
23
24
24
24
24
25
DIRECTOR COMPENSATION
26
26
27
PROPOSAL 2 — ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS
29
29
EXECUTIVE COMPENSATION
30
30
COMPENSATION COMMITTEE REPORT
41
EXECUTIVE COMPENSATION TABLES
42
42
44
46
47
48
49
53
53
54
PROPOSAL 3 — AMENDMENT AND RESTATEMENT OF BYE-LAWS
55
55
PROPOSAL 4 — RATIFICATION OF THE
APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
56
56
AUDIT COMMITTEE REPORT
57
SHARE OWNERSHIP INFORMATION
58
58
60
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
61
61
61
62
62
62
62
62
63
64
64
64
65
65
66
66
66
66
67
67
APPENDIX A — NON-GAAP FINANCIAL MEASURES
AND RECONCILIATIONS
A-1
APPENDIX B — PROPOSED AMENDED AND RESTATED BYE-LAWS
B-1
For definitions of terms used in this Proxy Statement, but not otherwise defined, see “Terms Used in this Proxy Statement” on page 66.
 2019 Proxy Statement / i

TABLE OF CONTENTS
PROXY SUMMARY
2019 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.
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DATE AND TIME
PLACE
RECORD DATE
Thursday, June 13, 2019
9:00 a.m.
(Eastern Time)
Pullman Miami
5800 Blue Lagoon Drive
Miami, Florida 33126
April 1, 2019
Shareholder Voting Matters
   
BOARD RECOMMENDATION​
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Election of four Class III directors
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      FOR
each director nominee
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Approval, on a non-binding, advisory basis, of the compensation of our named executive officers
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      FOR
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Approval of amendment and restatement of our bye-laws to delete obsolete provisions
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      FOR
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Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2019 and the determination of PwC’s remuneration by our Audit Committee
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      FOR
 2019 Proxy Statement / 1

TABLE OF CONTENTS
PROXY SUMMARY
Board Nominees
   
Class III (Term to Expire in 2022)
Name
Age
Director
Since
Independent
Occupation
Committee
Memberships
Other Current
Public Company
Boards
Frank J. Del Rio
64
2015
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President and Chief Executive Officer, Norwegian Cruise Line Holdings Ltd.
Chad A. Leat
63
2015
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Former Vice Chairman of Global Banking, Citigroup Inc.

Audit (Chair)

Compensation

TPG Pace Holdings Corp.
Steve Martinez
50
2008
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Senior Partner, Private Equity and Head of Asia Pacific, Apollo
Pamela Thomas- Graham
55
2018
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Founder and Chief Executive Officer, Dandelion Chandelier LLC

Audit

TESS*

The Clorox Company

The Bank of N.T. Butterfield & Son Limited
*
Technology, Environmental, Safety and Security (“TESS”) Committee
Directors Continuing in Office
   
Class I (Term Expires in 2020)
Name
Age
Director
Since
Independent
Occupation
Committee
Memberships
Other Current
Public Company
Boards
David M. Abrams
52
2014
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Head of Investments and Strategy, Harris Blitzer Sports and Entertainment

Nominating & Governance (Chair)
John W. Chidsey
56
2013
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Former Chairman and Chief Executive Officer, Burger King

Compensation (Chair)

Audit

Brinker International, Inc.

Encompass Health Corporation
Russell W. Galbut (Chairperson)
66
2015
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Managing Principal, Crescent Heights

Compensation
Class II (Term Expires in 2021)
Name
Age
Director
Since
Independent
Occupation
Committee
Memberships
Other Current
Public Company
Boards
Adam M. Aron
64
2008
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Chief Executive Officer and President, AMC Entertainment Holdings, Inc.

AMC Entertainment Holdings, Inc.
Stella David
56
2017
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Former Chief Executive Officer, William Grant & Sons Limited

Nominating & Governance

TESS
Mary E. Landry
62
2018
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Former Rear Admiral,
U.S. Coast Guard

TESS (Chair)

Nominating & Governance
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TABLE OF CONTENTS
PROXY SUMMARY
Director Skills and Experience
   
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Travel, leisure & entertainment industries
5/10​
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Executive leadership
9/10​
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Global operations & strategy
6/10​
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Financial
6/10​
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Public company
5/10​
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Maritime
3/10​
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Sales & marketing
3/10​
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Our directors have an effective mix of backgrounds, experience and diversity of perspective.
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Corporate Governance Information
   
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Independent Board chairperson
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Fully independent Board committees
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Focus on Board refreshment, with 3 of 10 directors appointed in the last 3 years
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Board is 30% female and 60% diverse
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Independent directors meet regularly in executive session
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All directors attended at least 75% of meetings held
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Shareholder ability to call special meetings
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Shareholder ability to act by written consent
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Majority voting for directors
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Robust Board risk oversight process
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Annual Board and committee self-evaluations
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Annual vote on named executive officer compensation
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Share ownership policy for directors and executive officers
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Comprehensive clawback policy
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Prohibition on hedging and short sales of NCLH securities by directors and senior officers
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Prohibition on pledging of NCLH shares by directors and senior officers(1)
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No poison pill
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(1)
From October 2017 forward.
 2019 Proxy Statement / 3

TABLE OF CONTENTS
PROXY SUMMARY
Executive Compensation Highlights
   
WHAT WE DO
WHAT WE DON’T DO
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Annual cash performance incentives earned based on pre-established targets for entity-wide financial performance
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Tax “gross-up” provisions
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Annual cash performance incentives earned varies based on performance, as demonstrated by no payout in 2016 and maximum payout in 2018
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Allow officers and directors to hedge, short-sell or pledge
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The majority, 60%, of our President and Chief Executive Officer’s 2018 annual equity awards are performance-based and in 2019, 75% will be performance-based
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“Single-trigger” change in control payments or benefits
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All named executive officers (“NEOs”) received a combination of performance-based and time-based annual equity awards
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Reprice stock options without shareholder approval
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Share ownership policy
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No automatic base salary increases for NEOs
Performance share unit (“PSU”) awards for both 2017 and 2018 are being reported in the same year due to the application of accounting principles, which inflates the compensation being reported for 2018.
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TABLE OF CONTENTS
PROXY SUMMARY
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 2019 Proxy Statement / 5

TABLE OF CONTENTS
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7665 Corporate Center Drive
Miami, Florida 33126
PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON JUNE 13, 2019
 
This proxy statement (“Proxy Statement”) is being furnished to you in connection with the solicitation of proxies by our board of directors (our “Board”) to be used at our annual general meeting for 2019 to be held at the Pullman Miami, 5800 Blue Lagoon Drive, Miami, Florida 33126, on Thursday, June 13, 2019 at 9:00 a.m. (Eastern time), and any adjournments or postponements thereof  (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 2018 Annual Report to Shareholders, which includes our 2018 financial statements (“2018 Annual Report”), were first made available to shareholders on or about April 26, 2019.
 
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL GENERAL MEETING TO BE HELD ON JUNE 13, 2019
The Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2018 Annual Report are available on our website at www.nclhltdinvestor.com. The information that appears on our website is not part of, and is not incorporated by reference into, this Proxy Statement. You can also view these materials at www.proxyvote.com by using the 16-digit control number provided on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).
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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 2018 Annual Report, on the Internet. The Notice of Internet Availability also contains instructions on how to receive a paper copy of the proxy materials and a proxy card or voting instruction form. If you received a Notice of Internet Availability by mail or our proxy materials by e-mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials on our website at www.nclhltdinvestor.com or at www.proxyvote.com.
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TABLE OF CONTENTS
PROPOSAL 1 — ELECTION OF DIRECTORS
General
   
Pursuant to our bye-laws, the number of directors on our Board must be at least seven but no more than eleven, and is determined by resolution of our Board. Our Board currently consists of ten directors and is divided into three classes. The members of each class serve for staggered three-year terms.
Each director holds office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. A director appointed by our Board to fill a vacancy (including a vacancy created by an increase in the size of our Board) will serve for the remainder of the term of the class of directors in which the vacancy occurred and until his or her successor is elected and qualified, or until his or her earlier death, resignation, or removal.
At the Annual General Meeting, shareholders will be asked to elect four directors to our Board as Class III directors. Our Nominating and Governance Committee
recommended, and our Board nominated, Mr. Frank J. Del Rio, Mr. Chad A. Leat, Mr. Steve Martinez and Ms. Pamela Thomas-Graham as our Class III director nominees. If elected, each of the nominees will serve until our 2022 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 be voted for the election of a substitute nominee designated by our Board or our Board may determine to reduce the size of our Board. Each person nominated for election has consented to be named in this Proxy Statement and agreed to serve if elected. There are no family relationships between or among any of our executive officers, directors or director nominees.
 2019 Proxy Statement / 7

TABLE OF CONTENTS
PROPOSAL 1 — ELECTION OF DIRECTORS
Directors Standing for Election
   
Class III Director Nominees (Term to Expire in 2022)
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FRANK J. DEL RIO
President and Chief Executive Officer of our Company
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 over 25 years and was responsible for the successful integration of our Company and Prestige. Under his leadership, our Company has grown to a fleet of 26 ships and has achieved significant milestones including the successful introduction of five new vessels to our fleet and the introduction of our latest private island destination, Harvest Caye, Belize. During his time at the helm of our Company, we also ordered additional ships for our fleet, bringing the total on order to eleven, and broke ground on a new, dedicated terminal for our Company at PortMiami. Mr. Del Rio was appointed to the Board pursuant to his employment agreement and provides a vital link between our Board and our management team.
Experience

President and Chief Executive Officer, NCLH: January 2015 – Present

Founder, Oceania Cruises and Chief Executive Officer, Prestige (or its predecessor): October 2002 – September 2016

Co-Chief Executive Officer, Executive Vice President and Chief Financial Officer, Renaissance Cruises: 1993 to April 2001
Education

B.S. in Accounting, University of Florida
Age: 64
Director Since: August 2015
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      Favorite Destination: Capri
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CHAD A. LEAT
Former Vice Chairman of Global
Banking, Citigroup Inc.
Mr. Leat brings to our Board financial and strategic expertise from his nearly 30-year career on Wall Street in capital markets and banking. His significant tenure as an executive with global responsibilities and related risk-oversight responsibilities informs his work as the Chairperson of our Audit Committee. His extensive knowledge of finance provides him with unique insights to our Company’s strategic planning and finances. Additionally, his position on other audit committees enhances his understanding of accounting, internal controls and procedures for financial reporting, risk management oversight and other audit committee functions.
Experience

Retired in 2013 as Vice Chairman of Global Investment Banking, Citigroup Inc.

Global Head of Loans and Leveraged Finance, Citigroup Inc.: 1998 until 2005

Joined Salomon Brothers in 1997 as a partner in High Yield Capital Markets, which became Citigroup Inc. in 1998

Began his career on Wall Street at The Chase Manhattan Corporation in its Capital Markets Group in 1985 where he ultimately became the head of its Syndications, Structured Sales and Loan Trading businesses
Current Public Company Boards

Chairman of the Audit Committee, TPG Pace Holdings Corp. (NYSE:TPGH)
Past Public Company Boards

Chairman of the Audit Committee, TPG Pace Energy Holdings Corp.

Chairman of the Audit Committee, Pace Holdings Corp.

Global Indemnity plc
Current Private Company Boards

Chairman, MidCap Financial, PLC, a middle-market direct commercial lending business

Chairman, J. Crew Operating Corp.
Past Private Company Boards

Chairman of the Audit Committee, BAWAG P.S.K.

Chairman, HealthEngine LLC
Education

B.S., University of Kansas
Age: 63
Director Since: November 2015
Independent Director
Committees:

Audit (Chair)

Compensation
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      Favorite Destination: Cuba
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TABLE OF CONTENTS
PROPOSAL 1 — ELECTION OF DIRECTORS
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STEVE MARTINEZ
Senior Partner, Private Equity and Head of Asia Pacific, Apollo
Mr. Martinez provides our Board with insights gained throughout his over 20-year career analyzing and investing in public and private companies. Through his tenure on our Board and participation in the diligence of Apollo’s prior investments in both our Company and Prestige, Mr. Martinez has gained a significant understanding of the cruise industry and the fundamentals of our operations. He also has significant experience serving on other boards.
Experience

Senior Partner, Private Equity and Head of Asia Pacific, Apollo, one of the world’s largest alternative investment managers: 2000 – Present

Member of the Mergers and Acquisitions department, Goldman, Sachs & Co., with responsibilities in merger structure negotiation and financing

Bain & Company Tokyo, advised U.S. corporations on corporate strategies in Japan
Past Public Company Boards

Rexnord Corporation

Hughes Telematics

Goodman Global

Allied Waste Industries

Hayes-Lemmerz International
Current Private Company Boards

Ventia Services Group Pty Limited, an Australian operations and facilities management services company

Clix Capital, an India-based financial services firm

Veritable Maritime, an owner of crude oil tankers
Past Company Boards

Nine Entertainment Corporation, an Australia-based television broadcast and media company

Jacuzzi Brands

Prestige (prior to the Acquisition)
Education

M.B.A., Harvard Business School

B.A., University of Pennsylvania

B.S., Wharton School of Business, University of Pennsylvania
Age: 50
Director Since: January 2008
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      Favorite Destination:        Mediterranean
 2019 Proxy Statement / 9

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PROPOSAL 1 — ELECTION OF DIRECTORS
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PAMELA THOMAS-GRAHAM
Founder and Chief Executive Officer, Dandelion Chandelier LLC
Ms. Thomas-Graham provides our Board with experience cultivated over 20 years of serving in executive leadership roles. She also offers expertise in marketing, brand management and human capital development. From her significant tenure as a public company director, she is also able to share with our Board insights gained from her experience overseeing corporate governance, financial reporting and controls, risk management, business strategies and operations of other companies. Ms. Thomas-Graham was identified for consideration by our Nominating and Governance Committee to serve as a director through an independent director on our Board.
Experience

Founder and Chief Executive Officer, Dandelion Chandelier LLC, a private digital media enterprise focused on global luxury: August 2016 – Present

Chair, New Markets, Credit Suisse Group AG, a global financial services company: October 2015 to June 2016

Chief Marketing and Talent Officer, Head of Private Banking & Wealth Management New Markets, and member of the Executive Board, Credit Suisse: January 2010 to October 2015

Managing director in the private equity group at Angelo, Gordon & Co.: 2008 to 2009

Group President, Liz Claiborne, Inc.: 2005 to 2007

Chairman, President, and Chief Executive Officer, CNBC: 2001 to 2005

Executive Vice President, NBCUniversal

President and Chief Executive Officer, CNBC.com

Began her career at McKinsey & Company, a global consulting firm, in 1989, and became the firm’s first African-American female partner in 1995
Current Public Company Boards

The Clorox Company (NYSE: CLX), Lead Independent Director and member of the Nominating Corporate Governance and Corporate Responsibility Committee

The Bank of N.T. Butterfield & Son Limited (NYSE: NTB), member of Audit and Nominating and Governance Committees
Current Private Company Boards

Peloton Interactive, Inc.
Education

J.D., Harvard University

M.B.A., Harvard University

B.A. in Economics, Harvard University
Age: 55
Director Since: April 2018
Independent Director
Committees:

Audit

TESS
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      Favorite Destination: Alaska
Board Recommendation
   
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OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
“FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE.​
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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 I (Term Expires in 2020)
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DAVID M. ABRAMS
Head of Investments and Strategy, Harris Blitzer Sports and Entertainment
Mr. Abrams shares over 20 years of experience in sports and entertainment, private equity, finance and investment banking with our Board. His expertise includes developing new businesses, financial strategy and the credit markets.
Experience

Head of Investments and Strategy, Harris Blitzer Sports and Entertainment, which owns the Philadelphia 76ers, the New Jersey Devils, the Prudential Center and esports franchise, Dignitas: January 2019 – Present

Senior Managing Director, Cerberus European Capital Advisors, LLP, a private investment firm: January 2016 to March 2018

Partner, Apollo, and founder of the Apollo European Principal Finance Fund franchise, which he ran from 2007 until 2015

Controlling shareholder of Keemotion SPRL, a leading sports technology company with operations in the U.S. and Europe: January 2015 – Present

Co-Managing Partner of the Scranton/Wilkes-Barre RailRiders, the AAA-Affiliate of the New York Yankees: November 2014 – Present

Managing Director, Leveraged Finance Group, Credit Suisse, based in London and New York: 1996 through 2007

Founder and Head of the Specialty Finance Investment business, Credit Suisse, which included investing in non-performing loans portfolios and distressed assets: 2004 through 2007

Founding member and Co-Head, Global Distressed Sales and Trading Group, Credit Suisse (and its predecessor Donaldson, Lufkin & Jenrette, Inc.): 1996 through 2004

Associate/Vice President, Argosy Group, a boutique corporate restructuring firm

Analyst, Investment Banking Division, Bear Stearns & Co.: 1989
Current Private Company Boards

Keemotion SPRL
Education

B.S. in Economics, Wharton School of Business, University of Pennsylvania
Age: 52
Director Since: April 2014
Independent Director
Committees:

Nominating & Governance (Chair)
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      Favorite Destination: Hawaii
 2019 Proxy Statement / 11

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PROPOSAL 1 — ELECTION OF DIRECTORS
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JOHN W. CHIDSEY
Former Chairman and Chief Executive Officer,
Burger King
Mr. Chidsey contributes an in-depth understanding of the opportunities and demands of running a multi-national corporation to our Board. Through his legal, finance and accounting background and his leadership roles at Burger King and Cendant, he developed skills that provide insight into the unique logistical demands of the cruise industry. His experience with public company leadership roles helps him align our Board with what our shareholders value most.
Experience

Burger King Holdings, Inc., Chief Executive Officer: April 2006 – October 2010

Burger King Holdings, Inc., President and Chief Financial Officer: September 2005 – April 2006

Burger King Holdings, Inc., President, North America: June 2004 – September 2005

Burger King Holdings, Inc., Executive Vice President, Chief Administrative and Financial Officer: March 2004 – June 2004

Cendant: Chairman and Chief Executive Officer of the Vehicle Services Division, a $5.9 billion division, which included Avis Rent A Car, Budget Rent A Car Systems, PHH and Wright Express, and the Financial Services Division, a $1.4 billion division, which included Jackson Hewitt; Senior Vice President, Preferred Alliances: 1996 – 2003

Pepsi (beginning 1992): various senior leadership roles including Director of Finance, Pepsi-Cola Eastern Europe; Chief Financial Officer, PepsiCo World Trading Co., Inc.
Current Public Company Boards

Brinker International Inc. (NYSE: EAT)

Encompass Health Corporation (formerly HealthSouth) (NYSE: EHC)
Past Public Company Boards

Burger King Holdings, Inc., Chairman of the Board
Current Private Company Boards

TopTech Holdings, LLC (executive board member), a provider of a comprehensive, cloud-based technology platform

Instawares Holding Company

Talon Aerolytics
Current Academic Boards

Board of Trustees, Davidson College
Education

M.B.A. in Finance and Accounting, Emory University

J.D., Emory University

B.A., Davidson College
Age: 56
Director Since: April 2013
Independent Director
Committees:

Compensation (Chair)

Audit
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      Favorite Destination:          Scandinavia
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PROPOSAL 1 — ELECTION OF DIRECTORS
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RUSSELL W. GALBUT
Managing Principal, Crescent Heights
For over 33 years, Mr. Galbut has been active in the urban mixed-use real estate sector, which has included fostering relationships with complementary retail, hospitality, and food and beverage brands. Mr. Galbut provides our Board with unique insights into complex development projects such as our new facility at PortMiami, private island destinations, port development projects and design and hotel operations for our newbuild ships.
Experience

Managing Principal, Crescent Heights, a leading urban real estate firm, specializing in the development, ownership, and operation of architecturally distinctive, mixed-use high-rises in major cities across the United States: 1989 – Present
Current Academic Boards

The Dean’s Advisory Board, Cornell University School of Hotel Administration
Past Private Company Boards

Prestige (prior to the Acquisition)
Education

J.D., University of Miami School of Law

Degree in Hotel Administration, Cornell University School of Hotel Administration
Age: 66
Chairperson of our Board
Director Since: November 2015
Independent Director
Committees:

Compensation
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      Favorite Destination: Alaska
Class II (Term Expires in 2021)
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ADAM M. ARON
Chief Executive Officer and President, AMC Entertainment Holdings, Inc.
Mr. Aron has 39 years of experience managing companies operating in the travel, leisure and entertainment industries. He provides our Board with, among other skills, valuable insight and perspective on the travel and leisure operations of our Company.
Experience

Chief Executive Officer and President, AMC Entertainment Holdings, Inc., a theatrical exhibition company: January 2016 – Present

Chief Executive Officer, Starwood Hotels and Resorts Worldwide, Inc., on an interim basis: February 2015 – December 2015

Chairman and Chief Executive Officer, World Leisure Partners, Inc., a personal consultancy for travel and tourism, high-end real estate development and professional sports: since 2006

Chief Executive Officer, Philadelphia 76ers: 2011 to 2013

Chief Executive Officer, Vail Resorts, Inc.: 1996 to 2006

President and Chief Executive Officer, Norwegian Cruise Line: 1993 to 1996

Senior Vice President, Marketing, United Airlines: 1990 to 1993

Senior Vice President, Marketing, Hyatt Hotels Corporation: 1987 to 1990
Current Public Company Boards

AMC Entertainment Holdings, Inc. (NYSE: AMC)
Past Public Company Boards

Starwood Hotels and Resorts Worldwide, Inc.: August 2006 – December 2015

Vail Resorts, Inc., Chairman: 1996 – 2006
Current Advisory Boards

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
Age: 64
Director Since: January 2008
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      Favorite Destination: Portofino
 2019 Proxy Statement / 13

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PROPOSAL 1 — ELECTION OF DIRECTORS
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STELLA DAVID
Former Chief Executive Officer,
William Grant & Sons Limited
Ms. David has extensive experience running multi-national corporations and has significant expertise in marketing and branding. As the leader of William Grant & Sons Limited, she was responsible for the significant growth of the business, in particular their premium and luxury brands, and for leading the company’s expansion into new markets. In addition, Ms. David also has extensive experience as a director and is able to share the knowledge she has gained regarding corporate governance and risk management with our Board.
Experience

Interim Chief Executive Officer, C&J Clark Limited, an international shoe manufacturer and retailer: June 2018 – April 2019

Chief Executive Officer, William Grant & Sons Limited, an international spirits company: August 2009 until March 2016

Various positions at Bacardi Ltd. over a fifteen-year period, including Senior Vice President and Chief Marketing Officer: 2005 through 2009; and Chief Executive Officer of the U.K., Irish, Dutch and African business: 1999 to 2004
Current Private Company Boards

Bacardi Limited: June 2016 – Present

C&J Clark Limited: March 2012 – Present

HomeServe Plc: November 2010 – Present
Past Company Boards

Nationwide Building Society: 2003 to 2010
Education

Degree in Engineering, Cambridge University
Age: 56
Director Since: January 2017
Independent Director
Committees:

Nominating & Governance

TESS
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      Favorite Destination: The next                cruise I take.
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MARY E. LANDRY
Former U.S. Coast
Guard Rear Admiral
Ms. Landry developed a strong background in marine safety, risk management and government policy over the course of her 35-year career with the U.S. government, including service on the White House National Security Council and active duty in the U.S. Coast Guard. She brings expertise regarding the maritime operations of our Company and deep insight into our risk mitigation, preparedness, resilience and cybersecurity strategies to our Board.
Experience

White House National Security Council, Special Assistant to the President and Senior Director for Resilience Policy: 2013 – 2014

Various active duty positions with the U.S. Coast Guard, including: Director, Incident Management Preparedness Policy: 2012 – 2015; Commander, Eighth Coast Guard District: 2009 – 2011, where she oversaw operations for a region including 26 states with over 10,000 active, reserve, civilian, and auxiliary personnel under her command; Director of Governmental and Public Affairs: 2007 – 2009; various tours from 1980 – 2007, which culminated in her advancement to Rear Admiral
Current Industry Boards

United States Automobile Association (USAA)

SCORE Association
Education

National Security Fellowship, Harvard University

M.A. in Marine Affairs, University of Rhode Island

M.A. in Management, Webster University

B.A. in English, University of Buffalo

National Association of Corporate Directors, Board Leadership Fellow

Holds the CERT Certificate in Cybersecurity Oversight
Age: 62
Director Since: June 2018
Independent Director
Committees:

TESS (Chair)

Nominating & Governance
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      Favorite Destination:          Mediterranean
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CORPORATE GOVERNANCE
Shareholder Engagement
   
We believe that strong relationships with our shareholders are critical to our long-term success. Our shareholder outreach program is led by a cross-functional team including members of our Investor Relations and Legal departments. Through this year-round outreach, we solicit feedback on our executive compensation program, corporate governance, disclosure practices and corporate social responsibility programs and long-term goals. We frequently include our Board members in our engagement meetings and share feedback with our entire Board.
In response to our 2018 Say-on-Pay vote, we initiated engagement with shareholders owning approximately 50% of our ordinary shares and had meetings, led by our Compensation Committee Chairperson, with shareholders owning approximately 32% of our outstanding ordinary shares as of December 31, 2018.
Corporate Governance Cycle
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 2019 Proxy Statement / 15

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CORPORATE GOVERNANCE
Governance and Compensation Enhancements
   
Since our IPO, we have continued to enhance our coporate governance and compensation practices.
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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.
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Board of Directors
   
Board Leadership Structure
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Chairperson:
Russell W. Galbut
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Number of Board Meetings in 2018
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Board and Committee
Meeting Attendance
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Annual General
Meeting
Attendance
Our Board believes its current leadership structure best serves the objectives of our Board’s oversight of management, our Board’s ability to carry out its roles and responsibilities on behalf of our shareholders, and our overall corporate governance. Our Board and each of its committees are currently led by independent directors, with our President and Chief Executive Officer separately serving as a member of our Board. Our Board believes that participation of our President and Chief Executive Officer as a director, while keeping the roles of President and Chief Executive Officer and Chairperson of the Board separate, provides the proper balance between independence and management participation at this time. By having a separate Chairperson of the Board, we maintain an independent perspective on our business affairs, and at the same time, through the President and Chief Executive Officer’s participation as a director, our Board maintains a strong link between management and our Board. We believe this leadership structure promotes clear communication, enhances strategic planning, and improves implementation of corporate strategies. Our current leadership structure is:

Frank J. Del Rio
President, Chief Executive Officer and Director

Russell W. Galbut*
Chairperson of the Board

Chad A. Leat*
Chairperson of the Audit Committee

John W. Chidsey*
Chairperson of the Compensation Committee

David M. Abrams*
Chairperson of the Nominating and Governance Committee

Mary E. Landry*
Chairperson of the TESS Committee
*
Independent Director
Our Board periodically reviews the leadership structure of our Board and may make changes in the future.
 2019 Proxy Statement / 17

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CORPORATE GOVERNANCE
Board Meeting Attendance
During 2018, there were five meetings of our Board, six meetings of our Audit Committee, three meetings of our Compensation Committee and five meetings of our Nominating and Governance Committee. Our TESS Committee was formed in 2019. Each of our directors attended at least 75% of the aggregate of all meetings of our Board and of any committees on which he or she served during 2018. Pursuant to our Corporate Governance Guidelines, in addition to regularly scheduled Board meetings, during 2018, 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. Eight of our directors and director nominees attended the annual general meeting of shareholders in 2018 in person or telephonically.
Board Committees
   
The standing committees of our Board include the Audit Committee, Compensation Committee, Nominating and Governance Committee and TESS Committee. Each committee has adopted a written charter and a copy of each committee charter is posted under “Corporate
Governance” on our website at www.nclhltdinvestor.com. In addition to these committees, our Board may, from time to time, authorize additional Board committees to assist the Board in its responsibilities.
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Chairperson:
Chad A. Leat
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Number of Meetings in 2018
Other Committee Members

Chidsey

Thomas-Graham
Audit Committee
Primary Responsibilities
The principal duties and responsibilities of our Audit Committee are to:

oversee and monitor the integrity of our financial statements;

monitor our financial reporting process and internal control system;

appoint our independent registered public accounting firm from time to time, determine its compensation and other terms of engagement and oversee its work;

oversee the performance of our Internal Audit function; and

oversee our compliance with legal, ethical and regulatory matters.
Our Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties.
Independence
All Audit Committee members are considered independent as defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under applicable rules of the New York Stock Exchange (the “NYSE”).
Audit Committee Financial Experts
Our Board has determined that all of our Audit Committee members qualify as audit committee financial experts as defined in Item 407(d)(5) of Regulation S-K. Their biographies are available under “Proposal 1 — Election of Directors.”
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CORPORATE GOVERNANCE
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Chairperson:
John W. Chidsey
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Number of Meetings in 2018
Other Committee Members

Galbut

Leat
Compensation Committee
Primary Responsibilities
The principal duties and responsibilities of our Compensation Committee are to:

provide oversight of the planning, design and implementation of our overall compensation and benefits strategies and to approve (or recommend that our Board approve) changes to our executive compensation plans, incentive compensation plans, equity-based plans and benefits plans;

establish and administer incentive compensation, benefit and equity-related plans;

establish corporate goals, objectives, salaries, incentives and other forms of compensation for our President and Chief Executive Officer and our other executive officers;

provide oversight of and review the performance of our President and Chief Executive Officer and other executive officers; and

review and make recommendations to our Board with respect to the compensation and benefits of our non-employee directors.
Our Compensation Committee is also responsible for reviewing the “Compensation Discussion and Analysis” and for preparing the Compensation Committee Report included in this Proxy Statement.
Our Compensation Committee considers recommendations of our President and Chief Executive Officer in reviewing and determining the compensation, including equity awards, of our other executive officers. In addition, our Compensation Committee has the power to appoint and delegate matters to a subcommittee comprised of at least one member of our Compensation Committee. Our Compensation Committee does not currently intend to delegate any of its responsibilities to a subcommittee.
Our Compensation Committee is authorized to retain compensation consultants to assist in the review and analysis of the compensation of our executive officers. As further described under “Executive Compensation — Compensation Discussion and Analysis”, our Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to advise it regarding the amount and types of compensation that we provide to our executive officers, how our compensation practices compared to the compensation practices of other companies and to advise on matters related to our incentive compensation structures. Our Compensation Committee has assessed the independence of FW Cook and concluded that its engagement of FW Cook did not raise any conflict of interest.
Independence
All Compensation Committee members are considered independent under applicable NYSE rules and satisfy the additional independence requirements specific to Compensation Committee membership under the NYSE listing standards.
 2019 Proxy Statement / 19

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CORPORATE GOVERNANCE
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Chairperson:
David M. Abrams
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Number of Meetings in 2018
Other Committee Members

David

Landry
Nominating and Governance Committee
Primary Responsibilities
The principal duties and responsibilities of our Nominating and Governance Committee are to:

make recommendations to our Board regarding the size and composition of our Board and its committees, establish criteria for our Board and committee membership and recommend to our Board qualified individuals to become members of our Board;

advise and make recommendations to our Board regarding proposals submitted by our shareholders;

oversee the evaluation of our Board, its committees and management;

make recommendations to our Board regarding management succession; and

make recommendations to our Board regarding our Board’s governance matters and practices.
Independence
All Nominating and Governance Committee members are considered independent under applicable NYSE rules.
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Chairperson:
Mary E. Landry
New for 2019
Other Committee Members

David

Thomas-Graham
TESS Committee
Primary Responsibilities
The principal duties and responsibilities of our TESS Committee are to:

oversee matters, initiatives, reporting and public communications related to corporate social responsibility and sustainability;

oversee our programs and policies related to technology and innovation, cybersecurity, data protection and privacy; and

oversee our policies regarding safety, security, environmental and climate-related matters.
Independence
All TESS Committee members are considered independent under applicable NYSE rules.
The Nomination Process
   
Our Nominating and Governance Committee regularly evaluates our Board to ensure that our directors have the broad range of skills, expertise, industry knowledge and diversity of background and experience needed to support our long-term strategy. Prior to each annual general meeting of shareholders, our Nominating and Governance Committee recommends to our Board nominee candidates that it has found to be well-qualified, willing and available to serve. In addition, our Nominating and Governance Committee recommends candidates to serve on our Board at other times during the year, as needed.
As described in our Corporate Governance Guidelines, our Nominating and Governance Committee seeks to recommend directors who: (1) understand elements relevant to the success of a publicly traded company, (2) understand our business and (3) have a strong educational and professional background. In selecting director nominees, our Nominating and Governance Committee also considers the individual’s independence, character, ability to exercise sound judgment and demonstrated leadership skills. The Board is also committed to seeking out women and minority candidates as well as candidates with diverse backgrounds, experiences and skills as part of each Board search the Company undertakes.
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CORPORATE GOVERNANCE
Our Nominating and Governance Committee may engage a third-party search firm to assist it in identifying candidates for our Board. For example, in 2018 our Nominating and Governance Committee retained a search firm to identify potential director candidates for appointment to our Board. The search firm subsequently identified Ms. Landry as a director candidate and she was appointed to our Board in June 2018.
Our Nominating and Governance Committee will identify and consider candidates suggested by outside directors, management and/or shareholders and evaluate them in accordance with its established criteria. Director candidates recommended by shareholders will be considered in the same manner as recommendations from other sources. If a shareholder desires to recommend a director candidate for consideration by our Nominating and Governance Committee,
recommendations should be sent in writing to the General Counsel and Assistant Secretary, Norwegian Cruise Line Holdings Ltd., 7665 Corporate Center Drive Miami, Florida 33126, together with appropriate biographical information concerning each proposed director candidate.
Our Nominating and Governance Committee may request additional information concerning the director candidate as it deems reasonably necessary to determine the eligibility and qualification of the director candidate to serve as a member of our Board. Shareholders who are recommending candidates for consideration by our Board in connection with the next annual general meeting of shareholders should submit their written recommendation no later than January 1 of the year of that meeting.
Director Independence
   
Our Board has affirmatively determined that seven of our ten directors, Mr. David M. Abrams, Mr. John W. Chidsey, Ms. Stella David, Mr. Russell W. Galbut, Ms. Mary E. Landry, Mr. Chad A. Leat and Ms. Pamela Thomas-Graham, are independent under the applicable rules of the NYSE and the rules and regulations of the SEC. Our Board determined that Mr. Adam M. Aron, Mr. Steve Martinez and Mr. Frank J. Del Rio are not independent. In addition, our Board previously
determined that Mr. Water L. Revell was independent under applicable rules of the NYSE during his service on our Board through our 2018 annual general meeting of shareholders. In considering the independence of each director, our Board reviews information provided by each director and considers whether any director has a material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us).
Board and Committee Evaluations
   
Each fall, our Nominating and Governance Committee leads our Board and its committees through a formal evaluation process. All members of our Board complete written questionnaires regarding the Board, its committee and general matters of strategy and focus. These questionnaires are designed to elicit information that will ultimately help improve the effectiveness of the Board and each committee. Board members are also encouraged to have one-on-one discussions with either the Chairperson of the Nominating and Governance Committee or the Chairperson of the Board regarding
any feedback they may have regarding individual directors. The feedback from these questionnaires is then analyzed and discussed by both the Nominating and Governance Committee and the full Board to ensure that appropriate steps are taken to address any opportunities for improvement. For example, previous evaluations resulted in an increased focus on talent reviews and succession planning and the formation of the TESS Committee.
 2019 Proxy Statement / 21

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CORPORATE GOVERNANCE
Board Risk Oversight
   
Our Board recognizes that effective risk oversight is critical to our long-term success and the fulfillment of its fiduciary duties to our shareholders. While our management team is responsible for the day-to-day management of our risks and implementing appropriate risk management strategies, our Board is responsible for
setting the correct tone at the top, fostering an appropriate culture of risk management, understanding our enumerated top risks and monitoring how management mitigates such risks. Our Board uses its committees to assist in their risk oversight function as described below.
 
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At regular meetings of our Board, committee members report to the full Board regarding matters reported and discussed at committee meetings, including matters relating to risk assessment or risk management. Members of management provide regular reports to our
Board, or its committees, regarding business operations, strategic planning, financial planning, cybersecurity, legal, compliance and regulatory matters, succession planning and governance matters, including any material risk to us relating to such matters. Our President and
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CORPORATE GOVERNANCE
Chief Executive Officer, Executive Vice President and Chief Financial Officer and Executive Vice President, General Counsel and Assistant Secretary regularly attend meetings of our Board and its committees when they are not in executive session, and often report on and or supplement discussions on matters that may not be otherwise addressed.
Our Audit Committee also receives regular reports from our Vice President of Internal Audit, who facilitates our enterprise risk management process on behalf of management and our Audit Committee, to ensure that our major business risks are being assessed and managed appropriately. In addition, our directors are
encouraged to communicate directly with members of management regarding matters of interest, including matters related to risk, at times when meetings are not being held.
Our Board believes that the structure and assigned responsibilities described above provide the appropriate focus, oversight and communication of key risks we face. Our Board also believes that the processes it has established to administer our Board’s risk oversight function would be effective under a variety of leadership frameworks and therefore do not have a material effect on our Board’s leadership structure.
Our Culture
   
Our People
It is our privilege to work in a community of more than 33,000 passionate team members who deliver exceptional vacation experiences around the globe each day. In order to provide the best possible experiences for our guests, it is crucial that each team member has the opportunity to thrive. This vision begins at the top of our organization, where three members of our Board are female and 60% of our Board members represent diverse backgrounds.
Our Vice President and above leadership team is 30% female, and we encourage the development of new female leaders through our mentorship program and Elevate, our female executive networking group. Our mentorship program encourages team members of all genders and backgrounds to develop leadership skills, cultivate relationships and identify growth opportunities. Our Code of Ethical Business Conduct confirms our commitment to providing equal opportunity to all team members and our intolerance of any form of discrimination or harassment in the work place.
We also offer programs that encourage team members to advance their skills and achieve long-term financial stability such as student loan repayment assistance, educational assistance for team members seeking degrees or professional certifications and a 401(k) matching program.
Our Sustainability
During 2018, we continued to build on our global sustainability program “Sail & Sustain” by joining several of the world’s leading corporations and organizations
in Ocean Conservancy’s Trash Free Seas Alliance® to support our shared vision of a world with waterways, beaches and oceans free of plastic waste. Additional information about our Sail and Sustain program can be found in our annual Stewardship Report, which is available on our website www.nclhltd.com, under “Stewardship.”
Our Giving
We support the global communities where we live and work through volunteerism and charitable giving throughout the year. In response to the devastating hurricanes that impacted the Caribbean in fall 2017, we launched the Hope Starts Here campaign, in partnership with relief organization All Hands and Hearts — Smart Response, to help provide immediate relief in Key West and reconstruct schools and critical infrastructure in affected islands in the Caribbean. Hope Starts Here reached its goal of raising $2.5 million, which was made possible by more than $1.25 million in donations, which we matched, from our valued team members, loyal guests, travel partners and business partners. We have a long-standing commitment to Camillus House, which works to end the problem of chronic homelessness in Miami. In addition to corporate donations, throughout the year, team members are encouraged to directly support Camillus house by serving dinners and donating school supplies, meals and holiday gifts. We encourage workplace giving to organizations such as Kids In Distress, which promotes child welfare, the American Cancer Society and Habitat for Humanity by matching a portion of each employee’s contribution.
 2019 Proxy Statement / 23

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CORPORATE GOVERNANCE
Succession Planning
   
Succession planning has become part of our culture. We have a year-round focus on providing team members with opportunities to develop their leadership skills and add to our bench of talent through various training initiatives. Our Nominating and Governance Committee, President and Chief Executive Officer and Executive Vice President and Chief Talent Officer engage in a formal process to identify, evaluate, and select potential successors for our President and Chief Executive Officer and other members of senior management. This review includes a discussion about
development plans for senior leaders to help prepare them for future succession and contingency plans in the event our President and Chief Executive Officer is unable to serve for any reason, including death or disability. Members of management are also regularly invited to make presentations at Board and committee meetings and meet with directors in informal settings to allow our directors to form a more complete understanding of our executives’ skills and character. This process culminates in an annual review of potential successors and future leadership with the entire Board.
Hedging, Pledging and Short Sale Prohibitions
   
We have an insider trading policy, which, among other things, prohibits our senior officers 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. Additionally, our insider trading policy prohibits senior officers, including our named executive officers, and directors from engaging in short sales of our securities or engaging in transactions involving Company-based derivative securities.
We also have a policy that prohibits senior officers and members of our Board from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan. Arrangements for pledges of Company securities that were in place prior to the adoption of the policy are excluded from this prohibition.
Code of Ethical Business Conduct
   
We have a Code of Ethical Business Conduct that applies to all of our employees, including our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions, and our directors. These standards are designed to deter wrongdoing and to promote honest and ethical conduct. Our Code of Ethical Business Conduct is posted on our website, www.nclhltdinvestor.com, under “Corporate Governance.”
We intend to disclose waivers from, and amendments to, our Code of Ethical Business Conduct that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions, by posting such information on our website, www.nclhltdinvestor.com, to the extent required by applicable rules of the NYSE and rules and regulations of the SEC.
Corporate Governance Materials
   
Our Board has adopted Corporate Governance Guidelines, which provide the framework for the governance of our Company and represent our Board’s current views with respect to selected corporate governance issues considered to be of significance to our shareholders. The Corporate Governance Guidelines direct our Board’s actions with respect to, among other things, Board composition, director qualifications and
diversity considerations, director independence, Board committees, succession planning and the Board’s annual performance evaluation. A current copy of the Corporate Governance Guidelines is posted under “Corporate Governance” on our website at www.nclhltdinvestor.com.
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CORPORATE GOVERNANCE
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.
 2019 Proxy Statement / 25

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DIRECTOR COMPENSATION
2018 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 is not employed by us is entitled to receive the following cash compensation for their role on the Board or committees, as applicable:
Type of Retainer or Fee
Amount
Annual Retainer $ 100,000
Out-of-Country Meeting Attendance $ 10,000(1)
Chairperson of the Board $ 50,000
Chairperson of the Audit Committee $ 30,000
Chairperson of the Compensation Committee $ 20,000
Chairperson of the Nominating and Governance Committee $ 20,000
Chairperson of the TESS Committee $ 20,000
Audit Committee Member Retainer(2) $ 15,000
(1)
For each Board or committee meeting located outside of such director’s country of residence and attended in-person. Only one fee is payable for multiple meetings held on the same/consecutive days.
(2)
Chairperson of the Audit Committee is not eligible.
All annual retainers are pro-rated for partial years of service and payable in four quarterly installments. The retainer for the Chairperson of the TESS Committee will be paid beginning in 2019. Each of our directors is also reimbursed for reasonable out-of-pocket expenses for attendance at Board and committee meetings.
Our directors have the right to elect to receive their $100,000 annual retainers in the form of a restricted share unit (“RSU”) award in lieu of cash. Any such RSU award will automatically be granted on the first business day of each calendar year, and vest in one installment on the first business day of the calendar year following the year the award is granted.
In addition, each director is entitled to receive an annual RSU award on the first business day of each calendar year, which for 2018 was valued at $140,000 on the date of the award. Each director’s annual RSU award vests 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 will be pro-rated if the director joins our Board after the first business day of the given year.
To enhance their understanding of our products, each director is invited and encouraged to take one cruise with a guest of their choice on one of our Company’s brands annually. The director is responsible for taxes and certain fees and any onboard spending.
Mr. Martinez elected not to receive compensation for his service on our Board in 2018. 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, 2018.
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DIRECTOR COMPENSATION
2018 Director Compensation
   
Name(1)
Fees
Earned
or Paid
in Cash
($)​
Stock
Awards
($)(2)(3)
Option
Awards
($)​
Non-Equity
Incentive Plan
Compensation
($)​
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)​
All Other
Compensation
($)​
Total
($)​
David M. Abrams(4) 120,000
139,983​
—​
—​
—​
—​
259,983​
Adam M. Aron 120,000
139,983​
—​
—​
—​
—​
259,983​
John W. Chidsey(4) 165,000
139,983​
—​
—​
—​
—​
304,983​
Stella David(4) 100,000
139,983​
—​
—​
—​
—​
239,983​
Russell W. Galbut(4) 156,511
139,983​
—​
—​
—​
—​
296,494​
Mary E. Landry 63,022
81,658​
—​
—​
—​
—​
144,680​
Chad A. Leat(4) 160,000
139,983​
—​
—​
—​
—​
299,983​
Steve Martinez
—​
—​
—​
—​
—​
—​
Walter L. Revell 87,967
274,949​
—​
—​
—​
—​
362,916​
Pamela Thomas-Graham 99,299
104,988​
—​
—​
—​
—​
204,287​
(1)
Mr. Abram’s compensation relates to his role as Chairperson of our Nominating and Governance Committee and as a director. Mr. Aron’s, Ms. David’s and Ms. Landry’s compensation relates to their roles as directors. Mr. Chidsey’s compensation relates to his role as the Chairperson of our Compensation Committee, a member of our Audit Committee and as a director. Mr. Galbut’s compensation relates to his role as Chairperson of our Board (pro-rated for 2018) and as a director. Mr. Leat’s compensation relates to his role as Chairperson of our Audit Committee and as a director. Mr. Revell’s compensation relates to his role as former Chairperson of our Board, a former member of our Audit Committee and a former director (pro-rated for 2018). Ms. Thomas-Graham’s compensation relates to her role as an Audit Committee member and as a director. No other directors received any form of compensation for their services in their capacity as a director during the 2018 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 2018. The grant date fair value for the RSU awards was calculated as equal to the $54.96 closing price of our ordinary shares, par value $0.001 per share (“ordinary shares”) on the date of grant (other than Ms. Thomas-Graham and Ms. Landry whose grant date fair value for their RSU awards were calculated as equal to the $56.75 and $52.99 closing price of our ordinary shares on the date of grant, respectively). The amount reported for Mr. Revell represents both the grant date fair value of the original award and the incremental fair value of the modified award computed as equal to the $52.99 closing price of our ordinary shares on the modification date in accordance with FASB ASC Topic 718. The modification related to RSUs that received accelerated vesting following Mr. Revell’s departure from our Board.
(3)
None of our non-employee directors held any outstanding options as of December 31, 2018. As of December 31, 2018, our non-employee directors held the following unvested restricted shares and RSUs:
Name
Unvested
RSUs​
Unvested
Restricted
Shares​
David M. Abrams 4,366
429​
Adam M. Aron 2,547
—​
John W. Chidsey 4,366
—​
Stella David 4,366
—​
Russell W. Galbut 4,366
—​
Mary E. Landry 1,541
—​
Chad A. Leat 4,366
—​
Steve Martinez
—​
Walter L. Revell
—​
Pamela Thomas-Graham 1,850
—​
(4)
Messrs. Abrams, Chidsey, Galbut, Leat and Ms. David each elected to receive their full annual retainers in the form of RSU awards. Accordingly, they each received 1,819 RSUs in lieu of their annual retainers for 2018. The retainers that each of these directors elected to receive in RSUs are reported as though they had been paid in cash and not converted into RSUs.
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DIRECTOR COMPENSATION
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 in 2017. The share ownership policy requires non-employee directors who receive compensation from our Company to own a number of our ordinary shares equal to three times their annual cash retainer, with such values determined annually based on the average daily closing price of our ordinary shares for the previous calendar year.
Non-employee directors have five years from their appointment to meet the requirements of the share ownership policy and are required to retain 50% of the net after-tax shares received in respect of equity awards until they are in compliance. All of our non-employee directors who receive compensation for their service as a director have met or are on track to meet their objectives within the five-year period.
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PROPOSAL 2 — ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
We are providing our shareholders with the opportunity to vote, on a non-binding, advisory basis, on the compensation of our NEOs as disclosed in this Proxy Statement.
After considering shareholder feedback from last year’s Say-on-Pay vote, our Compensation Committee and Board made changes to our executive compensation program that we believe strengthen the “pay for performance” philosophy of our compensation program.
Shareholders are strongly encouraged to read the “Compensation Discussion and Analysis,” which discusses in detail how our compensation policies and practices implement our compensation philosophy.
We are asking our shareholders to indicate their support for our NEOs’ compensation as described in this Proxy Statement. The vote on this resolution, commonly known as a “Say-on-Pay” vote, is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our NEOs. The vote is advisory, which means that the vote is not binding on our Company, our Board or our Compensation Committee. However, our Compensation Committee, which is
responsible for designing and overseeing our executive compensation program, values the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our NEOs.
Pursuant to the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our Board requests your advisory vote on the following resolution at the Annual General Meeting:
RESOLVED, that the shareholders of our Company approve, on an advisory basis, the overall compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosures set forth in the Proxy Statement for this Annual General Meeting.
Our current policy is to provide our shareholders with an opportunity to approve the compensation of our NEOs each year at the annual general meeting of shareholders. It is expected that the next such vote will occur at the 2020 annual general meeting of shareholders.
Board Recommendation
   
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OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
“FOR” ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.​
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
   
2018 Named Executive Officers
Our Named Executive Officers, or NEOs, for 2018 were:
Frank J. Del Rio President and Chief Executive Officer
Mark A. Kempa Executive Vice President and Chief Financial Officer
Wendy A. Beck Former Executive Vice President and Chief Financial Officer (resigned March 2018)
Jason Montague President and Chief Executive Officer, Regent
Andrew Stuart
President and Chief Executive Officer, Norwegian
T. Robin Lindsay Executive Vice President, Vessel Operations
Our Compensation Committee determines all aspects of our executive compensation program and makes all compensation decisions affecting our NEOs. None of our NEOs are members of our Compensation Committee or otherwise had any role in determining the compensation of our other NEOs. Our Compensation Committee does consider the recommendations of Mr. Del Rio in setting compensation levels for NEOs besides himself.
Summary of Compensation Program
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*
Mr. Kempa’s equity awards differ as he was promoted after the 2018 equity grants.
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EXECUTIVE COMPENSATION
Financial Highlights
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Shareholder Outreach Regarding Compensation Program
In response to our 2018 Say-on-Pay vote, we initiated engagement with shareholders owning approximately 50% of our ordinary shares and had meetings, led by our Compensation Committee Chairperson, with shareholders owning approximately 32% of our outstanding ordinary shares as of December 31, 2018.
The results of this outreach were shared with the entire Board. Due to the timing of our compensation decisions, some of the resulting changes to our compensation program will be effective in 2019. The key feedback we received from shareholders at these meetings and our responses to the feedback included:
Investor Feedback
WHAT WE HEARD
HOW WE RESPONDED
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Compensation for our executives should be heavily weighted towards performance
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President and CEO’s 2019 target annual equity award is increased from 60% to 75% performance-based
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The performance period for equity awards should be increased
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Increased the Adjusted ROIC performance period for 2019 equity awards from one year to two years
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Disclosures regarding the compensation program should be improved
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Proxy Statement has been revised to better communicate our compensation practices
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We should continue providing annual performance-based equity grants instead of front-loaded equity grants
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We continued providing annual performance-based equity grants in both 2018 and 2019
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Compensation Committee should continue to evaluate metrics for short and long-term incentives
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Our Compensation Committee will consider alternate metrics going forward, and is committed to choosing metrics that we believe will drive long-term growth
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EXECUTIVE COMPENSATION
Elements of our Executive Compensation Program
Base Salaries
Each NEO is party to an employment agreement which provides a fixed base salary, subject to annual review by our Compensation Committee. Decisions regarding adjustments to base salaries are made at the discretion of our Compensation Committee, as all automatic base salary increases have been eliminated. Base salaries are used to attract and retain highly qualified executives. In reviewing base salary levels for our NEOs, our Compensation Committee considers the following
factors: job responsibilities, leadership and experience, value to our Company and the recommendations of our President and Chief Executive Officer (other than with respect to his own base salary). After holding our CEO’s and most other NEO’s base salaries flat in 2016 and 2017, our Compensation Committee increased base salaries in 2018. Our Compensation Committee determined these merit-based increases were warranted due to our continuing strong operational results:
NEO
2017
Base Salary​
2018
Base Salary​
Frank J. Del Rio $ 1,500,000
$1,800,000(1)
Mark A. Kempa $ 425,000
$700,000(1)
Wendy A. Beck $ 650,000
$700,000   ​
Jason Montague $ 650,000
$700,000   ​
Andrew Stuart $ 650,000
$700,000   ​
T. Robin Lindsay $ 650,000
$700,000   ​
(1)
Increased base salary was effective from March 1, 2018. Mr. Kempa’s base salary was increased in connection with his appointment as Executive Vice President and Chief Financial Officer.
Annual Performance Incentives
Each of our NEOs is eligible for an annual cash performance incentive based on the attainment of performance objectives for the fiscal year. Annual cash performance incentives ensure that a portion of our NEOs’ annual compensation is at risk, based on our performance against pre-established, objective targets. Our Compensation Committee uses annual cash performance incentives to motivate our NEOs to achieve our annual financial objectives and to attract and retain top executives.
Target Annual Cash Performance Incentive Opportunities.   Our Compensation Committee annually establishes each NEO’s, other than Mr. Del Rio’s, annual cash performance incentive opportunity by evaluating a variety of factors, including: (1) scope of responsibilities and position, (2) expertise and experience, (3) potential to achieve business objectives, (4) competitive compensation market data, including the bonus opportunities provided by our Peer Group, (5) ability to create shareholder value and (6) recommendations of our President and Chief Executive Officer. Mr. Del Rio’s annual cash bonus opportunity was negotiated by our Compensation Committee in connection with his employment agreement.
Corporate Performance Measures.   Each year, our Compensation Committee establishes the performance objectives for the annual cash performance incentives. The performance objectives are based on financial performance at the consolidated NCLH level as our
Compensation Committee believes this structure most closely aligns the interests of our NEOs and our shareholders.
The actual annual cash performance incentive earned by our NEOs is determined by our Compensation Committee based on the level of achievement of the pre-established corporate performance objectives. After the end of the year, our Compensation Committee reviews our actual performance against the target levels. Our Compensation Committee exercises its judgment whether to reflect or exclude the impact of extraordinary, unusual or infrequently occurring events, or unforeseen events in determining the extent to which the performance measures are met.
For 2018, our Compensation Committee selected adjusted earnings per share (“Adjusted EPS”) as the performance measure for purposes of the annual cash performance incentives. Our Compensation Committee believes that Adjusted EPS is an important measure to incentivize our NEOs to achieve our short-term business objectives as it is a key factor in driving shareholder value. In setting the target level for Adjusted EPS for 2018, our Compensation Committee considered several factors, including a careful review of the annual budget and the desire to ensure continued improved performance on a year-over-year basis. A reconciliation of Adjusted EPS to the most directly comparable GAAP financial measure is included in Appendix A. At the Compensation Committee’s discretion, certain adjustments for fuel rate impacts, foreign exchange rate impacts, and one-time items may be made to the Adjusted EPS target.
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The following table summarizes the Adjusted EPS performance levels and related payout opportunities. If the threshold level established for Adjusted EPS performance was not achieved, no payouts would have
been made. NEOs have the opportunity to receive incremental payments for performance in between the established target levels.
Name
Threshold
Adjusted
EPS: $4.50(2)
Target
Adjusted
EPS: $4.55​
Maximum
Adjusted
EPS: $4.72(3)
Actual​
% of
Target​
Frank J. Del Rio(1)
$1,800,000
(100% of base salary)​
$3,600,000
(200% of base salary)​
$5,400,000
(300% of base salary)​
$5,400,000​
150%
(pursuant to cap)​
Mark A. Kempa(4)
$314,034
(47.9% of base salary)​
$628,068
(95.8% of base salary)​
$1,570,171
(239.5% of base salary)​
$1,570,171​
250%​
Wendy A. Beck
$350,000
(50% of base salary)​
$700,000
(100% of base salary)​
$1,750,000
(250% of base salary)​
$1,304,110(5)
186%​
Jason Montague
$350,000
(50% of base salary)​
$700,000
(100% of base salary)​
$1,750,000
(250% of base salary)​
$1,750,000​
250%​
Andrew Stuart
$350,000
(50% of base salary)​
$700,000
(100% of base salary)​
$1,750,000
(250% of base salary)​
$1,750,000​
250%​
T. Robin Lindsay
$350,000
(50% of base salary)​
$700,000
(100% of base salary)​
$1,750,000
(250% of base salary)​
$1,750,000​
250%​
(1)
Mr. Del Rio’s annual cash performance incentive opportunity was based on his ending base salary for 2018.
(2)
Excludes the impact of incremental bonus payments.
(3)
Unlike the other NEOs, Mr. Del Rio’s annual cash performance incentive opportunity was capped at 150% of his target bonus opportunity. Consequently, the Adjusted EPS performance level required for Mr. Del Rio to achieve a maximum payout was $4.61.
(4)
Mr. Kempa’s annual cash performance incentive opportunity was pro-rated from March 1, 2018 in connection with his appointment as Executive Vice President and Chief Financial Officer.
(5)
Ms. Beck’s actual annual cash performance incentive was paid according to her transition agreement.
For 2018, our Compensation Committee established an Adjusted EPS target level of  $4.55, which was 19.7% higher than our target for 2017, and which required a 14.9% increase in Adjusted EPS performance from the prior year. Our actual 2018 Adjusted EPS of  $4.92 exceeded our maximum Adjusted EPS objectives. Based
on these results, which represented a 24.2% increase in Adjusted EPS performance over prior year, our Compensation Committee approved maximum level annual cash performance incentives for our NEOs (other than Ms. Beck).
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Long-Term Equity Incentive Compensation
The following table summarizes the equity awards our Compensation Committee granted in 2018 and how they help accomplish our compensation objectives:
Components of Long-Term Equity
Incentive Compensation
What It Is
Why We Use It
2018 Weighting
PSUs (performance share units)
Opportunity to receive a specified number of shares based on achievement of performance objectives determined by our Compensation Committee.
2018 PSU awards include a one-year service requirement in addition to performance objectives.
Focuses our NEOs on the achievement of key financial operating objectives over a multi-year period. Adjusted EPS growth and Adjusted ROIC targets align NEO’s interests with shareholders.
Serves as a retention incentive.
CEO: 60% of total target equity award
Other NEOs: 33.3% of total target equity award
RSUs (restricted share units)
Right to receive a specified number of shares at the time the award vests.
Value fluctuates with the price of our ordinary shares.
Vests in annual installments over three years.
Aligns our NEOs’ interests with those of our shareholders.
Serves as a retention incentive.
CEO: 40% of total target equity award
Other NEOs: 66.7% of total target equity award
In determining the value granted to each NEO, our Compensation Committee considers each NEO’s position, their expected contribution toward achieving our long-term objectives, a review of Peer Group compensation levels and recommendations of our President and Chief Executive Officer (other than with
respect to his own compensation). Our Compensation Committee generally makes equity awards to our NEOs and other members of management once a year, but awards may be granted outside this annual grant cycle in connection with events such as hiring, promotion or extraordinary performance.
Named Executive Officer Awards
Application of Accounting Principles.   Due to the application of accounting principles for share-based awards, our “2018 Summary Compensation Table” includes values for PSU awards made to our NEOs in both 2018 and 2017. In order for an award to be granted under FASB ASC Topic 718, a required condition is that there is a mutual understanding of the terms and condition of the awards. Under the terms of the awards, our Compensation Committee has the discretion to make certain adjustments to the performance calculation after the award date. As such, a mutual understanding was not attained when the 2017 PSU awards were issued. In 2018, a determination was made that it was not probable that our Compensation Committee would exercise this right. Therefore, in early 2018, it was determined that a mutual understanding of the key terms and conditions of the PSU awards was ascertained and thus, the grant date was established for
performance-based awards granted in prior years. Going forward, we expect that PSUs awarded to our NEOs will be considered granted for accounting purposes when they are awarded, and that was the case for the awards made to our NEOs in 2018. As a result, the reported value of our NEO’s equity awards for 2018 is not representative of a single year’s award, even though our NEOs have received consistent annual awards in both 2017 and 2018. For example, in 2017, our President and CEO received a target award of 79,073 PSUs and in 2018, our President and CEO received a target award of 79,435 PSUs. Both the 2017 and 2018 PSU awards made to our President and CEO had target values of $4.5 million on the dates our Compensation Committee made the awards, which were August 1, 2017 and March 1, 2018, respectively. However, when the grant date was established for the 2017 PSU award on February 27, 2018, the fair value of the 2017 PSU award
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was based on the price of our ordinary shares on that date and the probability of us achieving the performance metrics, which had increased since the award was originally made, resulting in a higher fair value of
$7.7 million dollars. The effect of this change in accounting estimate for our President and CEO is illustrated in the chart below:
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President and Chief Executive Officer.   In order to provide Mr. Del Rio with competitive, ongoing, long-term incentives that drive strong financial performance, and retain his services through 2020, the amendment to Mr. Del Rio’s employment agreement in August 2017 provided Mr. Del Rio with an annual target award of RSUs and PSUs worth $7.5 million as of the date of award. Such annual award is contractually required to be at least 60% performance-based. By structuring the employment agreement this way, our Compensation Committee preserved the flexibility to structure a greater percentage of Mr. Del Rio’s annual equity award as performance-based, while requiring that a minimum of 60% of Mr. Del Rio’s annual equity award will be performance-based. Our Compensation Committee also
preserved the flexibility to establish the applicable performance metrics and targets each year, thereby providing our Compensation Committee with discretion to choose a performance-based award structure each year that will best incentivize growth in long-term shareholder value.
In 2018, Mr. Del Rio was awarded a target of 79,435 PSUs. Half of the target PSUs can be earned based on average Adjusted EPS growth for 2018 and 2019 and the other half can be earned based on Adjusted ROIC for 2019. Each half of the target PSUs can be paid out 0% to 200% based on stretch targets. Shown in the tables below are the performance expectations for each metric.
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Average Adjusted EPS Growth Metric (50% of Target Units)
2018 – 2019 Average
Adjusted EPS Growth​
Percentage of Target
Adjusted EPS Growth
Units Earned​
Below Threshold ≤12.6%
0%​
>12.6%(1)
0.0001%​
13.8%
100%​
Maximum 15%
200%​
(1)
Once the threshold has been achieved, the number of units that are eligible to be earned will be interpolated on a linear basis between the applicable levels stated above.
2019 Adjusted ROIC Metric (50% of Target Units)
2019 Adjusted
ROIC​
Percentage of Target
Adjusted ROIC Units
Earned​
Below Threshold <10.1%
0%​
10.1%(1)
120%​
10.6%
160%​
Maximum 11.1%
200%​
(1)
Once the threshold has been achieved, the number of units that are eligible to be earned will be interpolated on a linear basis between the applicable levels stated above.
In order to reinforce the long-term nature of the PSU award, in addition to the performance requirements above, the PSUs are also subject to a time-based vesting requirement through March 1, 2021. Definitions of Adjusted EPS and Adjusted ROIC can be found in Appendix A. At our Compensation Committee’s discretion, certain adjustments for fuel rate impacts, foreign exchange rate impacts, acquisitions, newly ordered vessels and other extraordinary items may be made to the targets.
As part of his 2018 annual equity award, Mr. Del Rio was also awarded 52,956 RSUs that are subject to time-based vesting requirements and will become vested ratably on each of March 1, 2019, 2020 and 2021, in each case subject to Mr. Del Rio’s continued employment through the applicable vesting date.
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Following numerous shareholder engagement discussions regarding last year’s disappointing Say-on-Pay results, our Compensation Committee decided to make some changes to the structure of Mr. Del Rio’s equity award for 2019, including
increasing the percentage of the target value of his equity award that is performance-based to 75% and increasing the performance period for the PSUs subject to the Adjusted ROIC metric from one year to two years, as illustrated below:
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Other NEOs.   The PSUs awarded to our other NEOs in 2018 have the same structure and performance goals as Mr. Del Rio’s PSUs described above. Our Compensation Committee, after consultations with FW Cook, determined that the annual equity awards made to our other NEOs should also consist of a combination of
PSUs that may be earned based on our Adjusted ROIC performance in 2019, average Adjusted EPS growth for 2018 and 2019 and continued service through March 1, 2021 and time-based RSUs that vest in three equal, annual installments. For 2018, 33.3% of each NEO’s total annual equity award consisted of PSUs.
Benefits and Perquisites
We provide our NEOs with retirement benefits under our 401(k) Plan, participation in our medical, dental and insurance programs and vacation and other holiday pay, all in accordance with the terms of such plans and programs in effect and substantially on the same terms as those generally offered to our other employees (although vacation benefits may differ).
In addition, our NEOs receive a cash automobile allowance, a cruise benefit for Company cruises, including
certain travel for immediate family, as well as coverage under an executive medical plan which provides coverage of certain extra medical, dental and vision expenses. We believe that the level and mix of perquisites we provide to our NEOs is consistent with market compensation practices.
Mr. Del Rio is also entitled to certain additional perquisites pursuant to the terms of his amended employment agreement originally entered into with Prestige.
Severance Arrangements and Change in Control Benefits
Each of our NEOs is or was employed pursuant to an employment agreement providing for severance payments and benefits upon an involuntary termination of the NEO’s employment by us without “cause” or by him or her for “good reason.” The severance payments and benefits in each employment agreement were negotiated in connection with the execution of each employment agreement. In each case, our Compensation Committee determined that it was appropriate to provide the executive officer with severance payments and benefits under the circumstances in light
of each of their respective positions with us, general competitive practices and as part of each of their overall compensation packages.
When negotiating each executive officer’s severance payments and benefits, our Compensation Committee took into consideration an analysis of the severance payments and benefits provided to similarly situated executives at our Peer Group companies. The severance payments and benefits payable to each of our NEOs (including Mr. Del Rio) upon a qualifying termination of employment generally include a cash payment based on
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a multiple of his or her base salary (and annual incentive in Mr. Del Rio’s case), a pro-rata portion of any annual cash incentive actually earned for the year of termination of employment, continuation or payment in respect of certain benefits and, in certain cases only, accelerated or continued vesting of outstanding equity awards. We do not believe that our NEOs should be entitled to any cash severance payments or benefits merely because of a change in control of our Company. Accordingly, none of our NEOs are entitled to any such payments or benefits upon the occurrence of a change in control of our Company unless there is an actual termination (other than for “cause”) or constructive termination of employment for “good reason” following the change in control (a “double-trigger” arrangement). Similarly, none of our NEOs are entitled to receive any automatic “single trigger” equity vesting upon the occurrence of a change in control of our Company, and severance protections for equity awards also require an actual termination (other than for “cause”) or constructive termination of employment for “good reason” following the change in control.
No NEO is entitled to receive a “gross-up” or similar payment for any potential change in control excise taxes,
and, depending on what results in the best after-tax benefit for the executive, benefits may be “cut back” instead in such circumstances.
The material terms of these payments and benefits, are described in the “Potential Payments Upon Termination or Change in Control” section below. In connection with Ms. Beck’s departure from our Company in 2018, she entered into a transition agreement, which provided Ms. Beck certain additional benefits also described in “Potential Payments Upon Termination or Change in Control.”
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 selection process outlined below and recommendations of FW Cook, our Compensation Committee determined not to make any changes from our peer group in 2017. Our Peer Group included the following companies:

Alaska Air Group, Inc.

Hilton Worldwide Holdings Inc.

Royal Caribbean Cruises Ltd.

Brinker International, Inc.

Hyatt Hotels Corporation

Spirit Airlines, Inc.

Caesars Entertainment Corporation

JetBlue Airways Corporation

Wyndham Destinations, Inc.

Carnival Corporation

Las Vegas Sands Corp.

Wynn Resorts, Limited

Darden Restaurants, Inc.

MGM Resorts International

YUM! Brands, Inc.

Expedia Group, Inc.

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

hotels, resorts and cruise lines,

airlines,

casinos and gaming,

restaurants and

internet and direct marketing retail.
We evaluated the companies in these categories by focusing on companies with market capitalizations ranging from approximately 0.3x to 3.0x our market capitalization in October 2018 and with revenues ranging from approximately 0.3x to 3.0x our trailing annual revenue measured as of September 2018.
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Objectives and Philosophy of our Executive Compensation Program
Attract and retain top talent in a competitive market
We want to be an employer of choice for individuals with the specific skill sets and experience required for the cruise industry.
Motivate employees with clear, NCLH-level goals
We believe that clear, NCLH-level goals motivate management to work together as a team towards shared objectives.
Compensation opportunities align executives with shareholders
We align management with shareholders by choosing NCLH incentive compensation performance metrics that we believe drive long-term value for our shareholders.
Role of Shareholder Say-on-Pay Votes
Each year, we provide our shareholders the opportunity to cast an advisory vote on the compensation of our NEOs (also known as a “Say-on-Pay” vote). At our annual general meeting in June 2018, approximately 68.4% of the votes cast were in favor of the 2017 compensation of our NEOs. Our Compensation Committee was disappointed in our Say-on-Pay results and as a result, conducted the shareholder engagement effort outlined on page 15. Since our compensation decisions for 2018 were already made in advance of the 2018 annual Say-on-Pay vote, the changes we made in response to the 2018 vote and our shareholder outreach regarding the 2018 vote began in 2019. These actions in response to shareholder feedback are outlined on page 31.
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.
Since May 2017, our Compensation Committee has retained FW Cook to provide guidance on executive and non-employee director compensation matters.
Based on a consideration of the factors set forth in the rules of the SEC and the listing standards of the NYSE, our Compensation Committee determined that FW Cook satisfied the independence criteria under the rules and listing standards and that their relationship with and the work performed by FW Cook, on behalf of our Compensation Committee, did not raise any conflict of interest. Other than its work on behalf of our Compensation Committee, FW Cook has not performed any other services for us.
Share Ownership Policy
To reinforce our Board’s philosophy that meaningful executive ownership in our Company provides greater alignment between management and our shareholders, our Board adopted a share ownership policy in 2017. The share ownership policy, which applies to all of our NEOs and certain executive officers, is as follows:
Position
Value of Share Ownership*
Chief Executive Officer
5 times annual base salary
Brand/Division Presidents and Executive Vice Presidents
3 times annual base salary
Senior Vice Presidents
1 times annual base salary
*
Values are determined annually based on the average daily closing price of our ordinary shares for the previous calendar year.
All of our NEOs currently exceed the required share ownership amounts. Executive officers have five years from the date they first become subject to the share ownership policy to meet the requirements and are required to retain 50% of the net after-tax shares received in respect of equity awards until they are in compliance. Unexercised stock options and PSUs do not count towards the share ownership policy amounts unless, in the case of PSUs, the performance criteria have been met.
Clawback Policy
Under our clawback policy, our Board or Compensation Committee may, if permitted by law, require the reimbursement or cancellation of all or a portion of any equity awards or cash incentive payments to any current or former employee, including our NEOs, who received such incentive awards or payments if: (1) such employee received a payment of incentive compensation that was predicated upon the achievement of specified financial results that were the subject of a subsequent accounting restatement due to material non-compliance with any financial reporting requirement, or (2) such employee engaged in misconduct including certain violations of our Code of Ethical Business Conduct or
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breaches of any confidentiality, non-competition, or non-solicitation agreements such employee has entered
into with us. Each prong of the policy is separate, and clawback is not limited to accounting restatements.
Compensation Risk Assessment
We have conducted a risk assessment of our compensation policies and practices and concluded that such policies and practices do not create risks that are reasonably likely to have a material adverse effect on our Company. In particular, our Compensation Committee believes that the design of our annual performance
incentive programs and long-term equity incentives provides an effective and appropriate mix of incentives to ensure our compensation program is focused on long-term shareholder value creation and does not encourage the taking of short-term risks at the expense of long-term results.
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COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board has reviewed and discussed with management the disclosures contained in the Compensation Discussion and Analysis section of this Proxy Statement. Based upon this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement.
Compensation Committee of the Board of Directors​
John W. Chidsey (Chair)
Chad A. Leat
Russell W. Galbut​
April 10, 2019
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.
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EXECUTIVE COMPENSATION TABLES
2018 Summary Compensation Table
   
The following table presents information regarding the compensation of each of our NEOs for services rendered during 2018, 2017 and 2016.
Name and Principal Position
Year​
Salary
($)​
Bonus
($)​
Stock
Awards
($)(1)
Option
Awards
($)(2)
Non-Equity
Incentive Plan
Compensation
($)(3)
All Other
Compensation
($)(4)
Total
($)​
Frank J. Del Rio
President and Chief Executive Officer
2018 1,751,507 15,235,631 5,400,000 205,923 22,593,061
2017 1,500,000 3,746,411 534,308 4,500,000 213,494 10,494,213
2016 1,500,000 625,000 536,674 256,150 2,917,824
Mark A. Kempa
Executive Vice President and
Chief Financial Officer
2018 655,548 751,635 1,570,171 45,576 3,022,930
Wendy A. Beck
Former Executive Vice President and Chief
Financial Officer
2018 163,269 2,392,800 501,660 3,507,620 6,565,349
2017 650,000 1,531,500 975,000 31,403 3,187,903
2016 650,000 943,313 648,750 40,699 2,282,762
Jason Montague
President and Chief Executive Officer, Regent
2018 700,000 2,848,258 1,750,000 50,277 5,348,535
2017 650,000 1,531,500 975,000 46,561 3,203,061
2016 650,000 943,313 648,750 51,193 2,293,256
Andrew Stuart
President and Chief
Executive Officer, Norwegian
2018 700,000 2,848,258 1,750,000 49,399 5,347,657
2017 650,000 1,531,500 975,000 47,736 3,204,236
2016 650,000 1,479,563 648,750 46,015 2,824,328
T. Robin Lindsay
Executive Vice President, Vessel Operations
2018 700,000 2,848,258 1,750,000 39,859 5,338,117
2017 650,000 1,531,500 975,000 38,580 3,195,080
2016 650,000 250,000 943,313 648,750 42,515 2,534,578
(1)
For 2018, 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 2018 (and for Ms. Beck, includes the incremental fair value of RSUs and PSUs that received accelerated vesting pursuant to her transition agreement, computed as of the modification date in accordance with FASB ASC Topic 718). The fair value of the time-based RSUs is equal to the closing market price of our shares on the date of grant. The PSU awards vest between 0% and 200% based on performance conditions (other than the PSUs originally awarded to our NEOs other than our CEO on March 1, 2017, which vest between 0% and 100% based on performance conditions). The fair value of PSUs is reported based on the probable outcome of the performance conditions at the time of grant and the closing market price of our ordinary shares on the date of grant. PSUs were valued as follows: February 27, 2018 grants originally awarded on March 1, 2017 or August 1, 2017 were valued at maximum and March 1, 2018 grants were valued at target. Pursuant to FASB ASC Topic 718, a grant date was not established for the awards made on March 1, 2017 or August 1, 2017 on the award date, but was established on February 27, 2018 due to the application of accounting principles. The value of the annual PSU awards granted on March 1, 2018 assuming maximum achievement of 200% would have been as follows: Mr. Del Rio — $9,019,050; Mr. Kempa — $501,052; Mr. Montague, Mr. Stuart and Mr. Lindsay — $1,336,139. All RSUs and PSUs reported in this table were awarded under our Amended and Restated 2013 Performance Incentive Plan (our “Plan”). In addition, on August 4, 2015, Mr. Del Rio was awarded a separate award of PSUs. Like the 2017 awards of PSUs, a grant date was not established for the 2015 award of PSUs to Mr. Del Rio on the August 4, 2015 award date, but was instead established on February 27, 2018 due to the application of accounting principles. The fair value of the 2015 PSU award based on the probable outcome of the performance conditions at the time of the February 27, 2018 grant date was zero ($0) because the threshold performance level applicable to these PSUs was not expected to be achieved. The value of the 2015 PSU award assuming the maximum performance level was achieved would have been $2,813,500.
(2)
For 2018, represents previously granted options that received accelerated vesting pursuant to Ms. Beck’s transition agreement. The amount reported represents the incremental fair value, computed as of the modification date in accordance with FASB ASC Topic 718. On August 4, 2015, Mr. Del Rio was awarded a performance-based option award in connection with the 2015 PSU award described above. Like the 2015 award of PSUs to Mr. Del Rio, a grant date was not established for the 2015 option award to Mr. Del Rio on the August 4, 2015 award date, but was instead established on February 27, 2018 due to the
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application of accounting principles. The fair value of the 2015 option award based on the probable outcome of the performance conditions at the time of the February 27, 2018 grant date was zero ($0) because the threshold performance level applicable to these options was not expected to be achieved. The value of the 2015 option award assuming the maximum performance level was achieved would have been $3,166,171.
(3)
For 2018, the amounts reported in the “Non-Equity Incentive Plan Compensation” column reflect the annual cash performance incentives paid under our Plan based on performance during 2018, as described in “Compensation Discussion and Analysis.”
(4)
The following table provides detail for the amounts reported for 2018 in the “All Other Compensation” column of the table.
Name
Automobile
($)(a)
401(k)
Employer
Match
($)(b)
Executive
Medical
Plan 
Premium
($)(c)
Severance
($)(d)
CEO
Benefits
($)(e)
Other
Benefits
($)(f)
Total
($)​
Frank J. Del Rio 27,600
13,375​
11,328​
—​
152,000​
1,620​
205,923​
Mark A. Kempa 14,400
13,375​
17,268​
—​
—​
533​
45,576​
Wendy A. Beck 2,825
—​
17,268​
3,487,275​
—​
252​
3,507,620​
Jason Montague 18,000
13,375​
17,268​
—​
—​
1,634​
50,277​
Andrew Stuart 18,000
13,375​
17,268​
—​
—​
756​
49,399​
T. Robin Lindsay 14,400
13,375​
11,328​
—​
—​
756​
39,859​
(a)
Represents a cash automobile and automobile maintenance allowance.
(b)
Represents an employer contribution match under our 401(k) Plan on the same terms as those generally offered to our other employees.
(c)
Represents premiums under an executive medical plan.
(d)
Represents $9,202 for continued medical coverage, $666,668 in consulting fees during 2018 and $2,811,405 in cash severance payments.
(e)
Represents the following benefits for Mr. Del Rio: $100,000 travel expense allowance, $12,000 personal allowance, $20,000 tax preparation service and $20,000 country club membership.
(f)
Represents flexible credits, life insurance premiums and cruise benefits (including immediate family travel).
 2019 Proxy Statement / 43

TABLE OF CONTENTS
EXECUTIVE COMPENSATION TABLES
Grants of Plan-Based Awards in 2018 Table
   
The following table presents all Plan-based awards granted to our NEOs during the year ended December 31, 2018.
Grant
Date​
Compen-
sation
Committee
Approval
Date (If
Different
than
Grant
Date)​
Estimated Potential
Payouts Under
Non-Equity Incentive
Plan Awards(1)
Estimated Future
Payouts Under
Equity Incentive Plan Awards​
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)​
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)​
Exercise
or Base
Price of
Option
Awards
($/Sh)​
Grant Date
Fair Value
of Stock
and
Option
Awards(2)
($)​
Name
Threshold
($)​
Target
($)​
Max
($)​
Threshold
(#)​
Target
(#)​
Max
(#)​
Frank J. Del Rio
2018 Annual Cash Performance Incentive
1,800,000 3,600,000 5,400,000
RSU Award(3)
3/1/18 52,956 3,006,312
Option Award – Performance Based(4)
2/27/18 8/4/15 166,668 187,501 208,335 59.43
PSU Award(4)
2/27/18 8/4/15 40,000 45,000 50,000
PSU Award(5)
2/27/18 8/1/17 47,444 79,073 158,146 7,719,737
PSU Award
3/1/18 47,663 79,435 158,870 4,509,582
Mark A. Kempa
2018 Annual Cash Performance Incentive
314,034 628,068 1,570,171
RSU Award(3)
3/1/18 8,826 501,052
PSU Award
3/1/18