Norwegian Cruise Line Holdings Ltd DEF 14A, filed Apr 29, 2024

Norwegian Cruise Line Holdings Ltd. (NCLH)

DEF 14A 2024-04-29 For: 2024-06-13

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Added on June 12, 2026

About this DEF 14A

Norwegian Cruise Line Holdings Ltd filed this DEF 14A on April 29, 2024.

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	PROXY SUMMARY			1

	PROPOSAL 1 — ELECTION OF DIRECTORS			11
	General			11
	Directors Standing for Election			12
	Board Recommendation			13
	Directors Continuing in Office			14

	CORPORATE GOVERNANCE			20
	Shareholder Engagement			20
	Board Diversity			21
	Board of Directors			22
	Board Committees			23
	The Nomination Process			26
	Director Independence			26
	Board, Director and Committee Evaluations			27
	Board Risk Oversight			27
	Sustainability			29
	Succession Planning			32
	Hedging, Pledging and Short Sale Prohibitions			32
	Overboarding Policy			32
	Code of Ethical Business Conduct			33
	Corporate Governance Materials			33
	Communicating with the Board			33

	DIRECTOR COMPENSATION			34
	Director Compensation Program			34
	2023 Director Compensation			35

	PROPOSAL 2 — ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			37
	Board Recommendation			37

	EXECUTIVE COMPENSATION			38
	A Letter from Our Compensation Committee Chairperson			38
	Compensation Discussion and Analysis			39

	COMPENSATION COMMITTEE REPORT			54

	EXECUTIVE COMPENSATION TABLES			55
	2023 Summary Compensation Table			55
	Grants of Plan-Based Awards in 2023 Table			57
	Outstanding Equity Awards at December 31, 2023 Table			58
	Option Exercises and Stock Vested in 2023 Table			59
	Employment Agreements for NEOs — Salary, Annual Cash Performance Incentive Opportunity and Equity			60
	Potential Payments Upon Termination or Change in Control			63
	Compensation Committee Interlocks and Insider Participation			66
	Compensation Risk Assessment			66
	Pay Ratio Disclosure			67
	Equity Compensation Plan Information			67
	Pay Versus Performance Information			68

	PROPOSAL 3 — APPROVAL OF AMENDMENT TO 2013 PERFORMANCE INCENTIVE PLAN			73
	General			73
	Key Features of the Plan			73
	Summary Description of the Plan			74
	U.S. Federal Income Tax Consequences of Awards Under the Plan			77
	Specific Benefits Under the Plan			78
	Potential Dilution			78
	Aggregate Equity Awards Previously Granted Under the Plan			80
	Vote Required for Approval of Amendment to 2013 Performance Incentive Plan			81
	Board Recommendation			82

	PROPOSAL 4 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			83
	Board Recommendation			83

	AUDIT COMMITTEE REPORT			84

	SHARE OWNERSHIP INFORMATION			85
	Security Ownership of Certain Beneficial Owners and Management			85

	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			87
	Review and Approval of Related Party Transactions			87
	Relationships and Transactions			87

	ABOUT THE ANNUAL GENERAL MEETING AND VOTING			88
	Who may vote?			88
	What do I do if I am a shareholder of record?			88
	What do I do if I am a beneficial owner?			88
	What are the requirements to attend the Annual General Meeting?			88
	How do I vote?			89
	How will my shares be voted?			90
	What matters will be presented?			90
	What constitutes a quorum?			91
	What is the vote required for proposals on the agenda?			91
	Can I revoke a proxy?			91
	Who can help answer my questions?			92
	Presentation of Financial Statements			92
	Terms Used in this Proxy Statement			92
	Solicitation of Proxies			93
	Delivery of Documents to Shareholders Sharing an Address			93
	Annual Report on Form 10-K			93
	Important Information and Dates Related to the 2025 Annual General Meeting			94

	APPENDIX A — AMENDMENT TO THE 2013 PERFORMANCE INCENTIVE PLAN			A-1

	APPENDIX B — NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS			B-1


DATE AND TIME	PLACE	RECORD DATE
Thursday, June 13, 2024 9:00 a.m. (Eastern Time)	Pullman Miami 5800 Blue Lagoon Drive Miami, Florida 33126	April 3, 2024

							BOARD RECOMMENDATION
				Election of two Class II directors			FOR each director nominee
				Approval, on a non-binding, advisory basis, of the compensation of our named executive officers			FOR
				Approval of an amendment to our 2013 Performance Incentive Plan (our “Plan”), including an increase in the number of shares available for grant under our Plan			FOR
				Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2024 and the determination of PwC’s remuneration by our Audit Committee			FOR

	2023 Base Salary Changes			2023 Target Annual Cash Incentive

	2023 Target Annual Equity Award			2023 Target Total Compensation

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON JUNE 13, 2024
		The Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2023 Annual Report are available on our website at www.nclhltd.com/investors. The information that appears on our website is provided for convenience only and is not part of, and is not incorporated by reference into, this Proxy Statement. You can also view these materials at www.proxyvote.com by using the control number provided on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).
					As permitted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our shareholders primarily over the Internet. We believe that this process expedites shareholders’ receipt of these materials, lowers the costs of our Annual General Meeting and reduces the environmental impact of mailing printed copies.
		We are mailing to each of our shareholders, other than those who previously requested electronic or paper delivery, a Notice of Internet Availability containing instructions on how to access and review the proxy materials, including the Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2023 Annual Report, on the Internet. The Notice of Internet Availability also contains instructions on how to receive a paper copy of the proxy materials and a proxy card or voting instruction form. If you received a Notice of Internet Availability by mail or our proxy materials by e-mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials on our website at www.nclhltd.com/investors or at www.proxyvote.com.

Chairperson: Russell W. Galbut Number of Board Meetings in 2023 Board and Committee Meeting Attendance by All Directors Annual General Meeting Attendance by Directors1 1Mr. Aron, who served on our Board until October 2023, did not attend the Annual General Meeting.	Our Board believes its current leadership structure best serves the objectives of our Board’s oversight of management, our Board’s ability to carry out its roles and responsibilities on behalf of our shareholders, and our overall corporate governance. Our Board and each of its committees are currently led by independent directors, with our President and Chief Executive Officer separately serving as a member of our Board. Our Board believes that the participation of our President and Chief Executive Officer as a director, while keeping the roles of President and Chief Executive Officer and Chairperson of the Board separate, provides the proper balance between independence and management participation at this time. By having a separate Chairperson of the Board, we maintain an independent perspective on our business affairs, and at the same time, through the President and Chief Executive Officer’s participation as a director, our Board maintains a strong link between management and our Board. We believe this leadership structure promotes clear communication, enhances strategic planning, and improves implementation of corporate strategies. Our current leadership structure is:

	• Harry Sommer	President, Chief Executive Officer and Director
	• Russell W. Galbut*	Chairperson of the Board
	• Harry C. Curtis*	Chairperson of the Audit Committee
	• Mary E. Landry*	Chairperson of the Compensation Committee
	• Stella David*	Chairperson of the Nominating and Governance Committee
	• José E. Cil*	Chairperson of the TESS Committee
	* Independent Director Our Board periodically reviews the leadership structure of our Board and may make changes in the future.

Gender Diversity(1)	Male		Female
All global shoreside team members		41%	59%
All global shoreside managers/above		52%	48%
All shipboard team members		79%	21%
3-stripe above (manager level equivalent)		85%	15%
Ethnic Diversity(2)		Non-URMs%	URMs%
All U.S. shoreside team members, who have self-identified		33%	67%
U.S. shoreside managers/above, who have self-identified		47%	53%

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

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		175,000	194,990	—	—	—	—	369,990
Adam M. Aron		100,163	194,990	—	—	—	—	295,153
Zillah Byng-Thorne		130,000	194,990	—	—	—	—	324,990
José E. Cil		38,370	48,735	—	—	—	—	87,105
Harry C. Curtis		165,000	194,990	—	—	—	—	359,990
Stella David(4)		120,000	194,990	—	—	—	—	314,990
Russell W. Galbut		325,000	194,990	—	—	—	—	519,990
Mary E. Landry		160,000	194,990	—	—	—	—	354,990

Name	Unvested RSUs
David M. Abrams		16,441
Adam M. Aron		—
Zillah Byng-Thorne		16,441
José E. Cil		2,927
Harry C. Curtis		16,441
Stella David		24,873
Russell W. Galbut		16,441
Mary E. Landry		16,441

	Harry Sommer				President and Chief Executive Officer
	Frank J. Del Rio				Former President and Chief Executive Officer (through June 30, 2023)
	Mark A. Kempa				Executive Vice President and Chief Financial Officer
	Patrik Dahlgren				Executive Vice President, Vessel Operations
	Daniel S. Farkas				Executive Vice President, General Counsel, Chief Development Officer and Secretary
	David Herrera				President, Norwegian Cruise Line
	T. Robin Lindsay				Former Executive Vice President, Vessel Operations (through June 11, 2023)

NEO	2022 Base Salary			2023 Base Salary(1)
Harry Sommer		$	900,000		$	1,000,822(2)
Frank J. Del Rio		$	2,000,000		$	2,000,000(3)
Mark A. Kempa		$	900,000		$	900,000
Patrik Dahlgren			—		$	900,000(3)
Daniel S. Farkas		$	700,000		$	700,000
David Herrera		$	475,000		$	681,250(2)
T. Robin Lindsay		$	900,000		$	900,000

Name	Target Annual Performance Incentive Amount(1)	Actual Annual Performance Incentive Paid			% of Target Paid
Harry Sommer	$1,416,712 (141.55% of base salary)		$	1,572,551	111%
Mark A. Kempa	$900,000 (100% of base salary)		$	999,000	111%
Patrik Dahlgren	$500,548 (100% of pro-rated base salary)		$	555,608	111%
Daniel S. Farkas	$700,000 (100% of base salary)		$	777,000	111%
David Herrera	$635,343 (93.13% of base salary)		$	705,230	111%
T. Robin Lindsay	$900,000 (100% of base salary)		$	999,000	111%

Components of Long-Term Equity Incentive Compensation(1)	What It Is	Why We Use It	2023 Weighting
Regular-cycle PSUs (performance share units), granted March 2023	Opportunity to receive a specified number of shares based on achievement of performance objectives determined by our Compensation Committee. Includes an additional service requirement following the end of the performance period.	Focuses our NEOs on the achievement of key performance objectives over a multi-year period. Serves as a retention incentive.	50% of total target equity award
Regular-cycle RSUs (restricted share units), granted March 2023	Right to receive a specified number of shares at the time the award vests. Value fluctuates with the price of our ordinary shares. Vests in three equal installments in March 2024, 2025 and 2026.	Aligns our NEOs’ interests with those of our shareholders. Serves as a retention incentive.	50% of total target equity award

• Alaska Air Group, Inc.	• JetBlue Airways Corporation	• Royal Caribbean Cruises Ltd.
• Boyd Gaming Corporation	• Las Vegas Sands Corp.	• Spirit Airlines, Inc.
• Caesars Entertainment, Inc.	• Marriott Vacations Worldwide Corporation	• Travel + Leisure Co.
• Carnival Corporation & Plc	• MGM Resorts International	• Vail Resorts, Inc.
• Hyatt Hotels Corporation	• Park Hotels & Resorts Inc.	• Wynn Resorts, Limited
• Host Hotels & Resorts, Inc.	• Penn Entertainment, Inc.	• Yum! Brands, Inc.


	Attract Top-Quartile Talent			We strive to be an employer of choice for individuals with the specific skill sets and experience required for the cruise industry. We seek to provide competitive compensation with an optimal mix of fixed and performance-based elements.
	Motivate			We believe that clear, NCLH-level goals foster collaboration to achieve shared objectives. We believe our compensation program is designed to support a high-performance culture and alignment with shareholder interests.
	Develop and Retain			We believe our compensation program recognizes performance with meaningful differentiation. We provide our management team with opportunities to share in the success of our Company with short- and long-term incentive programs. We are committed to executive development including talent rotations to broaden our executives’ experience.

	Position			Value of Share Ownership*
	Chief Executive Officer			Increased to 6 times annual base salary
	Brand Presidents and Executive Vice Presidents			3 times annual base salary
	Senior Vice Presidents			1 times annual base salary

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)
Harry Sommer President and Chief Executive Officer		2023		1,000,822		1,000,000		5,224,983		—		1,572,551		66,236		8,864,592
		2022		900,000		—		1,895,383		—		1,800,000		55,310		4,650,693
		2021		698,849		—		2,158,701		—		700,000		53,481		3,611,031
Frank J. Del Rio Former President and Chief Executive Officer		2023		1,000,000		—		—		—		9,000,000		2,372,976		12,372,976
		2022		2,000,000		—		10,999,980		—		8,000,000		209,353		21,209,333
		2021		1,797,041		—		14,063,639		—		3,600,000		208,088		19,668,768
Mark A. Kempa Executive Vice President and Chief Financial Officer		2023		900,000		1,000,000		1,999,994		—		999,000		40,152		4,939,146
		2022		900,000		—		1,895,383		—		1,800,000		54,257		4,649,640
		2021		698,849		—		2,158,701		—		700,000		48,892		3,606,442
Patrik Dahlgren Executive Vice President, Vessel Operations		2023		500,548		2,900,000		1,999,984		—		555,609		21,312		5,977,453
Daniel S. Farkas Executive Vice President, General Counsel, Chief Development Officer and Secretary		2023		700,000		1,000,000		1,999,994		—		777,000		44,232		4,521,226
David Herrera President, Norwegian Cruise Line		2023		682,192		—		1,274,987		—		705,231		39,137		2,701,547
T. Robin Lindsay Former Executive Vice President, Vessel Operations		2023		900,000		1,000,000		1,999,994		—		999,000		32,784		4,931,778
		2022		900,000		—		1,895,383		—		1,800,000		47,177		4,642,560
		2021		698,849		—		2,158,701		—		700,000		42,088		3,599,638

Name	Automobile ($)(a)		401(k) Employer Match ($)(b)		Executive Medical Plan Premium ($)(c)		Accrued Vacation Payout ($)(d)		Consulting Agreement $(e)		CEO Benefits ($)(f)		Other Benefits ($)(g)		Total ($)
Harry Sommer		24,000		—		21,396		—		—		20,000		840		66,236
Frank J. Del Rio		13,800		—		14,028		192,308		2,000,000		152,000		840		2,372,976
Mark A. Kempa		18,000		—		21,396		—		—		—		756		40,152
Patrik Dahlgren		10,038		—		10,698		—		—		—		576		21,312
Daniel S. Farkas		18,000		—		21,396		—		—		—		4,836		44,232
David Herrera		17,169		—		21,396		—		—		—		572		39,137
T. Robin Lindsay		18,000		—		14,028		—		—		—		756		32,784

	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	Grant Date		Threshold ($)		Target ($)		Max ($)		Threshold (#)		Target (#)		Max (#)						Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards(2) ($)
Harry Sommer
2023 Annual Cash Performance Incentive		—		283,343		1,416,713		2,833,425		—		—		—		—		—		—		—
RSU Award(3)		3/1/23		—		—		—		—		—		—		66,050		—		—		999,997
PSU Award(4)		3/1/23		—		—		—		16,513		66,050		132,100		—		—		—		999,997
RSU Award(3)		7/5/23		—		—		—		—		—		—		72,766		—		—		1,612,495
PSU Award(4)		7/5/23		—		—		—		18,192		72,766		145,532		—		—		—		1,612,495
Frank J. Del Rio
2023 Annual Cash Performance Incentive		—		1		9,000,000		—		—		—		—		—		—		—		—
Mark A. Kempa
2023 Annual Cash Performance Incentive		—		180,000		900,000		1,800,000		—		—		—		—		—		—		—
RSU Award(3)		3/1/23		—		—		—		—		—		—		66,050		—		—		999,997
PSU Award(4)		3/1/23		—		—		—		16,513		66,050		132,100		—		—		—		999,997
Patrik Dahlgren
2023 Annual Cash Performance Incentive		—		100,110		500,548		1,001,096		—		—		—		—		—		—		—
RSU Award(3)		7/5/23		—		—		—		—		—		—		45,126		—		—		999,992
PSU Award(4)		7/5/23		—		—		—		11,282		45,126		90,252		—		—		—		999,992
Daniel S. Farkas
2023 Annual Cash Performance Incentive		—		140,000		700,000		1,400,000		—		—		—		—		—		—		—
RSU Award(3)		3/1/23		—		—		—		—		—		—		66,050		—		—		999,997
PSU Award(4)		3/1/23		—		—		—		16,513		66,050		132,100		—		—		—		999,997
David Herrera
2023 Annual Cash Performance Incentive		—		127,069		635,343		1,270,685		—		—		—		—		—		—		—
RSU Award(3)		3/1/23		—		—		—		—		—		—		39,630		—		—		599,998
RSU Award(3)		4/14/23		—		—		—		—		—		—		2,966		—		—		37,490
PSU Award(4)		4/14/23		—		—		—		12,609		50,435		100,870		—		—		—		637,498
T. Robin Lindsay
2023 Annual Cash Performance Incentive		—		180,000		900,000		1,800,000		—		—		—		—		—		—		—
RSU Award(3)		3/1/23		—		—		—		—		—		—		66,050		—		—		999,997
PSU Award(4)		3/1/23		—		—		—		16,513		66,050		132,100		—		—		—		999,997

	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($/Sh)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested(2) (#)		Market Value of Shares or Units of Stock That Have Not Vested(3) ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($)
Harry Sommer		50,000		—		—		56.19		6/30/2025		14,884(4)		298,275		44,652(7)		894,826
		50,000		—		—		59.43		8/3/2025		51,282(5)		1,027,691		102,564(8)		2,055,383
		25,000		—		—		50.31		2/28/2026		66,050(6)		1,323,642		132,100(9)		2,647,284
		—		—		—		—		—		72,766(6)		1,458,231		145,532(9)		2,916,461
Frank J. Del Rio		739,583		—		—		59.43		6/30/2024		—		—		—		—
Mark A. Kempa		15,000		—		—		31.90		6/30/2024		14,884(4)		298,275		44,652(7)		894,826
		15,000		—		—		41.79		11/18/2024		51,282(5)		1,027,691		102,564(8)		2,055,383
		30,000		—		—		56.19		6/30/2025		66,050(6)		1,323,642		132,100(9)		2,647,284
		15,000		—		—		50.31		2/28/2026		—		—		—		—
Patrik Dahlgren		—		—		—		—		—		45,126(6)		904,325		90,252(9)		1,808,650
Daniel S. Farkas		25,000		—		—		31.90		6/30/2024		14,884(4)		298,275		44,652(7)		894,826
		30,000		—		—		56.19		6/30/2025		51,282(5)		1,027,691		102,564(8)		2,055,383
		15,000		—		—		50.31		2/28/2026		66,050(6)		1,323,642		132,100(9)		2,647,284
David Herrera		30,000		—		—		56.19		6/30/2025		5,581(4)		111,843		100,870(9)		2,021,435
		25,000		—		—		59.43		8/3/2025		20,513(5)		411,081		—		—
		15,000		—		—		50.31		2/28/2026		39,630(6)		794,185		—		—
		15,000		—		—		50.31		2/28/2026		2,966(6)		59,439		—		—
T. Robin Lindsay		50,000		—		—		56.19		6/30/2025		14,884(4)		298,275		44,652(7)		894,826
		37,500		—		—		50.31		2/28/2026		51,282(5)		1,027,691		102,564(8)		2,055,383
		—		—		—		—		—		66,050(6)		1,323,642		132,100(9)		2,647,284

Name	Voluntary Termination or Termination for Cause ($)		Death or Disability ($)		Termination Without Cause or Good Reason ($)		Change in Control Termination ($)		Retirement ($)
Harry Sommer
Severance Payment		—		1,000,000(1)		3,772,551		3,772,551		1,572,551
Insurance Continuation		—		—		70,833		70,833		70,833
Equity Acceleration		—		8,442,090(2)		4,374,692(3)		12,621,793(4)		3,186,781(5)
Mark A. Kempa
Severance Payment		—		1,000,000(1)		2,799,000		2,799,000		—
Insurance Continuation		—		—		70,833		70,833		—
Equity Acceleration		—		4,067,399(6)		—		8,247,101(4)		—
Patrik Dahlgren
Severance Payment		—		—		2,355,609		2,355,609		—
Insurance Continuation		—		—		70,833		70,833		—
Equity Acceleration		—		1,071,960(6)		—		2,712,975(4)		—
Daniel S. Farkas
Severance Payment		—		1,000,000(1)		2,177,000		2,177,000		777,000
Insurance Continuation		—		—		70,833		70,833		70,833
Equity Acceleration		—		4,067,399(6)		—		8,247,101(4)		—
David Herrera
Severance Payment		—		—		2,205,231		2,205,231		—
Insurance Continuation		—		—		70,833		70,833		—
Equity Acceleration		—		1,628,010(6)		—		3,397,982(4)		—
T. Robin Lindsay
Severance Payment		—		1,000,000(1)		2,800,000		1,800,000		—
Insurance Continuation		—		—		49,305		49,305		—
Equity Acceleration		—		6,448,611(7)		5,730,358(8)		8,247,101(4)		—

Plan Category	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)(1)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)(2)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)(3)
Equity compensation plans approved by security holders		14,862,693		$	53.18		8,234,325
Equity compensation plans not approved by security holders		—			—		—
Total		14,862,693		$	53.18		8,234,325

													Value of Initial Fixed $100 Investment Based On:(4)
Year	Summary Compensation Table Total for PEO (Sommer)(1) ($)		Compensation Actually Paid to PEO (Sommer)(3) ($)		Summary Compensation Table Total for PEO (Del Rio)(1) ($)		Compensation Actually Paid to PEO (Del Rio)(3) ($)		Average Summary Compensation Table Total for Non-PEO Named Executive Officers(2) ($)		Average Compensation Actually Paid to Non-PEO Named Executive Officers(3) ($)		Total Shareholder Return(4) ($)		Peer Group Total Shareholder Return(5) ($)		Net Income / (Loss) ($ millions)		Adjusted EBITDA(6) ($ millions)
2023		8,864,592		11,627,921		12,372,976		38,885,167		4,614,230		6,585,053		34.31		118.29		166.2		1,916.4
2022		—		—		21,209,333		8,676,811		5,650,356		2,735,578		20.96		87.82		(2,269.9)		(511.4)
2021		—		—		19,668,768		14,185,949		3,606,788		3,038,679		35.51		111.22		(4,506.6)		(1,645.0)
2020		—		—		36,381,255		21,437,334		6,321,545		5,205,582		43.54		100.52		(4,012.5)		(1,059.3)

	Adjustments to determine Compensation “Actually Paid” for President and Chief Executive Officer (Sommer)			2023 ($)
	Equity Awards
	Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table			(5,224,983)
	Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table			—
	Increase for fair value of awards granted during year that remain outstanding as of covered year end			5,563,745
	Increase for fair value of awards granted during year that vested during covered year			—
	Increase/deduction for change in fair value from prior year-end to covered year-end of awards granted prior to covered year that were outstanding and unvested as of year-end			2,292,071
	Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year			132,496
	Deduction of fair value of awards granted prior to covered year that were forfeited during covered year			—
	Increase based upon incremental fair value of awards modified during year			—
	Total Adjustments			2,763,329

Adjustments to determine Compensation “Actually Paid” for President and Chief Executive Officer (Del Rio)	2023 ($)		2022 ($)		2021 ($)		2020 ($)
Equity Awards
Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table		—		(10,999,980)		(14,063,639)		(17,952,220)
Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table		—		—		—		—
Increase for fair value of awards granted during year that remain outstanding as of covered year end		—		7,285,701		8,166,156		10,139,017
Increase for fair value of awards granted during year that vested during covered year		—		—		—		—
Increase/deduction for change in fair value from prior year-end to covered year-end of awards granted prior to covered year that were outstanding and unvested as of year-end		—		(8,445,341)		(493,102)		(6,582,105)
Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year		26,520,493		(372,902)		907,766		(4,328,622)
Deduction of fair value of awards granted prior to covered year that were forfeited during covered year		(8,302)		—		—		—
Increase based upon incremental fair value of awards modified during year		—		—		—		3,780,009
Total Adjustments		26,512,191		(12,532,522)		(5,482,819)		(14,943,921)

	2023 Financial Performance Metrics
	Adjusted EBITDA
	Adjusted EPS
	Average Booked Position
	Sustainability Metric: Based on setting an interim greenhouse gas emissions reduction target to support our goal to pursue net zero greenhouse gas emissions by 2050
	Vessel Delivery Target

	Overhang			As of March 7, 2024
	Shares subject to outstanding restricted share and restricted share unit awards (excluding performance-based and market based vesting awards)			9,347,589
	Shares subject to outstanding performance-based vesting restricted share and restricted share unit awards			2,750,286
	Shares subject to outstanding market-based vesting restricted share and restricted share unit awards			0
	Shares subject to outstanding options (excluding performance-based and market based vesting options)(1)			3,518,481
	Shares subject to outstanding performance-based vesting options(1)			114,583
	Shares subject to outstanding market-based vesting options(1)			0
	Shares available for new award grants			3,887,864

	Options and Share Appreciation Rights								Restricted Shares/Units
	Shares Subject to Past Option/SAR Grants (#)		Shares Acquired on Exercise (#)		Shares Underlying Options/SARs as of December 31, 2023				Shares/Units Subject to Past Awards (#)		Shares/Units Vested as of December 31, 2023 (#)		Shares/Units Outstanding and Unvested as of December 31, 2023 (#)
	Shares Subject to Past Option/SAR Grants (#)		Shares Acquired on Exercise (#)		Exercisable (#)		Unexercisable (#)		Shares/Units Subject to Past Awards (#)		Shares/Units Vested as of December 31, 2023 (#)
Named Executive Officers
Harry Sommer President and Chief Executive Officer		150,000		25,000		125,000		—		1,024,405		362,842		629,830
Frank J. Del Rio Former President and Chief Executive Officer		1,250,000		—		739,583		—		3,520,193		2,926,829		—
Mark A. Kempa Executive Vice President and Chief Financial Officer		113,970		28,970		75,000		—		739,187		295,922		411,532
Patrik Dahlgren Executive Vice President, Vessel Operations		—		—		—		—		135,378		—		135,378
Daniel S. Farkas Executive Vice President, General Counsel, Chief Development Officer and Secretary		151,429		51,429		70,000		—		674,127		238,795		411,532
David Herrera President, Norwegian Cruise Line		85,000		—		85,000		—		317,825		148,265		169,560
T. Robin Lindsay Former Executive Vice President, Vessel Operations		87,500		—		87,500		—		812,357		369,092		411,532
Total for all current executive officers as a group (8 persons)		602,899		135,399		402,500		—		3,455,818		1,285,971		2,082,581
David Abrams		—		—		—		—		56,012		39,571		16,441
José E. Cil		—		—		—		—		2,927		—		2,927
Harry C. Curtis		—		—		—		—		26,692		10,251		16,441
Stella David		—		—		—		—		68,539		43,666		24,873
Russell W. Galbut		—		—		—		—		52,064		35,623		16,441
Mary E. Landry		—		—		—		—		39,241		22,800		16,441
Zillah Byng-Thorne		—		—		—		—		18,376		1,935		16,441
Total for all current non-executive directors as a group (7 persons)		—		—		—		—		263,851		153,846		110,005
Each other person who has received 5% or more of the options, warrants or rights under the Plan		—		—		—		—		—		—		—
All other employees and former non-employee directors, including all current officers who are not executive officers or directors, as a group		13,151,768		5,709,868		2,497,356		—		25,180,798		13,384,375		9,030,668

	Total Fees Year Ended December 31,
	2023			2022
	(in thousands)
Audit fees		$	5,725	$4,975
Audit-related fees			800			525
Tax fees			283			695
All other fees			20			8
Total		$	6,828		$	6,203

	Ordinary Shares Beneficially Owned
Name and Address(1)	Number		Percent
Capital Research Global Investors(2)		57,049,928	13.3%
The Vanguard Group(3)		49,215,624	11.5%
BlackRock, Inc.(4)		24,870,986	5.8%
David M. Abrams		56,012	*
Zillah Byng-Thorne		18,376	*
José E. Cil(5)		22,927	*
Harry C. Curtis		26,692	*
Stella David		68,539	*
Russell W. Galbut(6)		572,761	*
Mary E. Landry		39,241	*
Harry Sommer(7)		451,064	*
Frank J. Del Rio(8)		1,487,527	*
Mark A. Kempa(9)		244,402	*
Patrik Dahlgren		11,389	*
Daniel S. Farkas(10)		262,608	*
David Herrera(11)		222,578	*
T. Robin Lindsay(12)		367,560	*
All current directors and current executive officers as a group (15 persons)(13)		2,250,797	*

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	Year Ended December 31,
	2023
Net income		$	166,178
Non-GAAP Adjustments:
Non-cash deferred compensation(1)			4,039
Non-cash share-based compensation(2)			118,940
Extinguishment and modification of debt(3)			8,822
Adjusted Net Income		$	297,979
Diluted weighted-average shares outstanding – Net income and Adjusted Net Income			427,400,849
Diluted earnings per share		$	0.39
Adjusted EPS		$	0.70