Norwegian Cruise Line Holdings Ltd PRE 14A, filed Mar 24, 2021

Frank J. Del Rio

President and Chief Executive Officer

Mark A. Kempa

Executive Vice President and Chief Financial Officer

T. Robin Lindsay

Executive Vice President, Vessel Operations

Jason Montague

President and Chief Executive Officer, Regent Seven Seas Cruises

Harry Sommer

President and Chief Executive Officer, Norwegian Cruise Line

Norwegian Cruise Line Holdings Ltd. (NCLH)

PRE 14A 2021-03-24 For: 2021-05-20

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Added on October 19, 2026

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	PROXY SUMMARY			1

	PROPOSAL 1 — ELECTION OF DIRECTORS			6
	General			6
	Directors Standing for Election			7
	Board Recommendation			9
	Directors Continuing in Office			10

	CORPORATE GOVERNANCE			16
	Shareholder Engagement			16
	Governance, Compensation and ESG Enhancements			17
	Board Diversity			18
	Board of Directors			19
	Board Committees			20
	The Nomination Process			22
	Director Independence			23
	Board and Committee Evaluations			23
	Board Risk Oversight			24
	Our Culture			25
	Succession Planning			26
	Hedging, Pledging and Short Sale Prohibitions			27
	Code of Ethical Business Conduct			27
	Corporate Governance Materials			27
	Communicating with the Board			27

	DIRECTOR COMPENSATION			28
	2020 Director Compensation Program			28
	2020 Director Compensation			29

	PROPOSAL 2 — ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			31
	Board Recommendation			31

	EXECUTIVE COMPENSATION			32
	Compensation Discussion and Analysis			32

	COMPENSATION COMMITTEE REPORT			46

	EXECUTIVE COMPENSATION TABLES			47
	2020 Summary Compensation Table			47
	Grants of Plan-Based Awards in 2020 Table			49
	Outstanding Equity Awards at December 31, 2020 Table			51
	Option Exercises and Stock Vested in 2020 Table			52
	Employment Agreements for NEOs — Salary, Annual Cash Performance Incentive Opportunity and Equity			53
	Potential Payments Upon Termination or Change in Control			54
	Compensation Committee Interlocks and Insider Participation			58
	Pay Ratio Disclosure			58
	Equity Compensation Plan Information			59

	PROPOSAL 3 — APPROVAL OF INCREASE TO AUTHORIZED SHARE CAPITAL			60
	Overview			60
	Reasons for the Proposed Increase in Authorized Shares			60
	Effects on Existing Shareholders			61
	Authorized Share Usage			62
	Board Recommendation			62


	PROPOSAL 4 — APPROVAL OF AMENDMENT TO 2013 PERFORMANCE INCENTIVE PLAN			63
	General			63
	Key Features of the Plan			64
	Summary Description of the Plan			64
	U.S. Federal Income Tax Consequences of Awards Under the Plan			67
	Specific Benefits Under the Plan			68
	Potential Dilution			68
	Aggregate Equity Awards Previously Granted Under the Plan			70
	Vote Required for Approval of Amendment to 2013 Performance Incentive Plan			71
	Board Recommendation			71

	PROPOSAL 5 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			72
	Board Recommendation			72

	AUDIT COMMITTEE REPORT			73

	SHARE OWNERSHIP INFORMATION			74
	Security Ownership of Certain Beneficial Owners and Management			74

	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			76
	Review and Approval of Related Party Transactions			76
	Relationships and Transactions			76

	ABOUT THE ANNUAL GENERAL MEETING AND VOTING			77
	Who may vote?			77
	What do I do if I am a shareholder of record?			77
	What do I do if I am a beneficial owner?			77
	What are the requirements to attend the Annual General Meeting?			77
	How do I vote?			78
	How will my shares be voted?			79
	What matters will be presented?			79
	What constitutes a quorum?			80
	What is the vote required for proposals on the agenda?			80
	Can I revoke a proxy?			81
	Who can help answer my questions?			81
	Presentation of Financial Statements			81
	Terms Used in this Proxy Statement			81
	Cautionary Statement Concerning Forward-looking Statements and Website References			82
	Solicitation of Proxies			83
	Delivery of Documents to Shareholders Sharing an Address			83
	Annual Report on Form 10-K			84
	Important Information and Dates Related to the 2022 Annual General Meeting			84

	APPENDIX A — MEMORANDUM OF INCREASE OF AUTHORIZED SHARE CAPITAL			A-1

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


DATE AND TIME	PLACE	RECORD DATE
Thursday, May 20, 2021 9:00 a.m. (Eastern Time)	Pullman Miami 5800 Blue Lagoon Drive Miami, Florida 33126	March 2, 2021

							BOARD RECOMMENDATION
				Election of three 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 increase in our authorized share capital to increase the number of ordinary shares authorized for issuance from 490,000,000 to 980,000,000			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, 2021 and the determination of PwC’s remuneration by our Audit Committee			FOR

				Travel, leisure & entertainment industries			5/9
				Executive leadership			8/9
				Global operations & strategy			6/9
				Financial			5/9
				Public company			5/9
				Maritime			3/9
				Sales & marketing			3/9

				Independent Board chairperson
				Fully independent Board committees
				Focus on Board refreshment, with 3 of 9 directors appointed since January 2017
				Board is 1/3 female, 1/3 URM and 55.5% diverse, with two of these directors serving in Board leadership positions
				Independent directors meet regularly in executive session
				All directors attended at least 75% of meetings held
				Shareholder ability to call special meetings
				Shareholder ability to act by written consent
				Majority voting for directors
				Robust Board risk oversight process
				Annual Board and committee self-evaluations
				Annual vote on named executive officer compensation
				Share ownership policy for directors and executive officers
				Comprehensive clawback policy
				Prohibition on hedging and short sales of NCLH securities by directors and senior officers
				Prohibition on pledging of NCLH shares by directors and senior officers
				No poison pill

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON MAY 20, 2021
		The Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2020 Annual Report are available on our website at www.nclhltdinvestor.com. The information that appears on our website is not part of, and is not incorporated by reference into, this Proxy Statement. You can also view these materials at www.proxyvote.com by using the 16-digit control number provided on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).
					As permitted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our shareholders primarily over the Internet. We believe that this process expedites shareholders’ receipt of these materials, lowers the costs of our Annual General Meeting and reduces the environmental impact of mailing printed copies.
		We are mailing to each of our shareholders, other than those who previously requested electronic or paper delivery, a Notice of Internet Availability containing instructions on how to access and review the proxy materials, including the Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2020 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.

Chairperson: Russell W. Galbut Number of Board Meetings in 2020 Board and Committee Meeting Attendance by All Directors Annual General Meeting Attendance by Directors	Our Board believes its current leadership structure best serves the objectives of our Board’s oversight of management, our Board’s ability to carry out its roles and responsibilities on behalf of our shareholders, and our overall corporate governance. Our Board and each of its committees are currently led by independent directors, with our President and Chief Executive Officer separately serving as a member of our Board. Our Board believes that 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.

Type of Retainer or Fee	Amount
Annual Cash Retainer		$	100,000
Out-of-Country Meeting Attendance(1)		$	10,000
Chairperson of the Board		$	125,000
Chairperson of the Audit Committee		$	35,000
Chairperson of the Compensation Committee		$	25,000
Chairperson of the Nominating and Governance Committee		$	20,000
Chairperson of the TESS Committee		$	20,000
Audit Committee Member Retainer(2)		$	15,000
Chairperson of Financing Committee (One-time Fee)(3)		$	100,000
Member of Financing Committee (One-time Fee)(3)		$	25,000
Sail Safe Global Health and Wellness Council Oversight Fee(4)		$	75,000

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		155,000	154,958	—	—	—	—	309,958
Adam M. Aron		110,000	154,958	—	—	—	—	264,958
John W. Chidsey(4)		175,000	154,958	—	—	—	—	329,958
Scott Dahnke(5)		46,467	—	—	—	—	—	46,467
Stella David(4)		100,000	154,958	—	—	—	—	254,958
Russell W. Galbut(4)		260,000	154,958	—	—	—	—	414,958
Mary E. Landry		167,500	154,958	—	—	—	—	322,458
Chad A. Leat(4)		245,000	154,958	—	—	—	—	399,958
Steve Martinez		—	—	—	—	—	—	—
Pamela A. Thomas-Graham		115,000	154,958	—	—	—	—	269,958

Name	Unvested RSUs
David M. Abrams		2,634
Adam M. Aron		2,634
John W. Chidsey		4,334
Scott Dahnke		—
Stella David		4,334
Russell W. Galbut		4,334
Mary E. Landry		2,634
Chad A. Leat		4,334
Steve Martinez		—
Pamela A. Thomas-Graham		2,634

NEO	2019 Base Salary			2020 Base Salary(1)
Frank J. Del Rio		$	1,800,000	$1,527,541
Mark A. Kempa		$	700,000	$594,044
T. Robin Lindsay		$	700,000	$594,044
Jason Montague		$	700,000	$594,044
Harry Sommer		$	700,000	$594,044

Name	Target Average Annual Performance Incentive Adjusted NCC ≤ $135 million per month(1)	Actual	% of Target
Frank J. Del Rio	$3,600,000 (200% of base salary)	$3,600,000	100%
Mark A. Kempa	$700,000 (100% of base salary)	$700,000	100%
T. Robin Lindsay	$700,000 (100% of base salary)	$700,000	100%
Jason Montague	$700,000 (100% of base salary)	$700,000	100%
Harry Sommer	$700,000 (100% of base salary)	$700,000	100%

Components of Long-Term Equity Incentive Compensation	What It Is	Why We Use It	2020 Weighting
Regular-cycle PSUs (performance share units), granted March 2020	Opportunity to receive a specified number of shares based on achievement of performance objectives determined by our Compensation Committee. Include an additional one-year service requirement following the end of the performance period.	Focuses our NEOs on the achievement of key financial operating objectives over a multi-year period. Adjusted EPS growth and Adjusted ROIC targets align NEOs’ interests with shareholders. Serves as a retention incentive.	CEO: 75% of total target March 2020 equity award Other NEOs: 33.3% of total target March 2020 equity award
Regular-cycle RSUs (restricted share units), granted March 2020	Right to receive a specified number of shares at the time the award vests. Value fluctuates with the price of our ordinary shares. Vests in annual installments over three years.	Aligns our NEOs’ interests with those of our shareholders. Serves as a retention incentive.	CEO: 25% of total target March 2020 equity award Other NEOs: 66.7% of total target March 2020 equity award
Retention PSUs, granted July 2020	Opportunity to receive a specified number of shares based on achievement of performance objectives determined by our Compensation Committee. Vests in one installment two years from the grant date.	Focuses our NEOs on achievement of important operational goal of keeping ships ready to return to service. Reinforces retention with cliff vesting.	CEO: N/A Other NEOs: 33.3% of total target July 2020 equity award

Average Adjusted EPS Growth Metric (50% of Target Units)
	2020 – 2021 Average Adjusted EPS Growth		Percentage of Target Adjusted EPS Growth Units Earned
Below Threshold		≤5.0%	0%
		>5.0%(1)	0.0001%
		6.75%	100%
Maximum		8.0%	200%

Average Adjusted ROIC Metric (50% of Target Units)
	2020 – 2021 Average Adjusted ROIC		Percentage of Target Adjusted ROIC Units Earned
Below Threshold		<10.6%	0%
		10.6%(1)	0.0001%
		10.75%	100%
Maximum		10.85%	200%

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


	Attract and retain top talent in a competitive market			We strive to be an employer of choice for individuals with the specific skill sets and experience required for the cruise industry.
	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.

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

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)
Frank J. Del Rio President and Chief Executive Officer		2020		1,527,541		2,824,495		17,952,220		—		3,600,000		10,476,999		36,381,255
		2019		1,800,000		—		12,201,324		—		3,600,000		207,040		17,808,364
		2018		1,751,507		—		15,235,631		—		5,400,000		205,923		22,593,061
Mark A. Kempa Executive Vice President and Chief Financial Officer		2020		594,044		282,425		4,165,500		—		700,000		48,783		5,790,752
		2019		700,000		—		2,555,694		—		700,000		47,336		4,003,030
		2018		655,548		—		751,635		—		1,570,171		45,576		3,022,930
T. Robin Lindsay Executive Vice President, Vessel Operations		2020		594,044		1,074,439		4,435,454		—		700,000		41,979		6,845,916
		2019		700,000		—		2,555,694		—		700,000		40,976		3,996,670
		2018		700,000		—		2,848,258		—		1,750,000		39,859		5,338,117
Jason Montague President and Chief Executive Officer, Regent		2020		594,044		578,001		4,435,454		—		700,000		52,383		6,359,882
		2019		700,000		—		2,555,694		—		700,000		50,936		4,006,630
		2018		700,000		—		2,848,258		—		1,750,000		50,277		5,348,535
Harry Sommer President and Chief Executive Officer, Norwegian		2020		594,044		507,803		4,435,454		—		700,000		52,327		6,289,628
		2019		700,000		—		2,555,694		—		700,000		50,936		4,006,630
		2018		600,000		—		2,848,258		—		1,500,000		46,628		4,994,886

Name	Automobile ($)(a)		401(k) Employer Match ($)(b)	Executive Medical Plan Premium ($)(c)	CEO Prior Contract Payout ($)(d)	CEO Benefits ($)(e)	Other Benefits ($)(f)	Total ($)
Frank J. Del Rio		27,600	14,025	12,972	10,269,000	152,000	1,402	10,476,999
Mark A. Kempa		14,400	14,025	19,776	—	—	582	48,783
T. Robin Lindsay		14,400	14,025	12,972	—	—	582	41,979
Jason Montague		18,000	14,025	19,776	—	—	582	52,383
Harry Sommer		18,000	14,025	19,776	—	—	526	52,327

	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	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) ($)
Frank J. Del Rio
2020 Annual Cash Performance Incentive		—		—		1,800,000		3,600,000		5,400,000		—		—		—		—		—		—		—
RSU Award(3)		3/2/20		—		—		—		—		—		—		—		52,683		—		—		1,874,988
RSU Award(4)		10/1/20		—		—		—		—		—		—		—		346,020		—		—		5,999,987
PSU Award(5)		3/2/20		—		—		—		—		2		158,050		316,100		—		—		—		5,625,000
PSU Award(6)		3/1/18		2/10/20		—		—		—		47,663		79,435		158,870		—		—		—		2,915,399
PSU Award(7)		3/1/19		10/26/20		—		—		—		2		101,644		203,288		—		—		—		1,536,846
Mark A. Kempa
2020 Annual Cash Performance Incentive		—		—		350,000		700,000		1,750,000		—		—		—		—		—		—		—
RSU Award(3)		3/2/20		—		—		—		—		—		—		—		36,965		—		—		1,315,584
RSU Award(8)		7/27/20		—		—		—		—		—		—		—		92,081		—		—		1,232,044
PSU Award(5)		3/2/20		—		—		—		—		2		18,482		36,964		—		—		—		657,775
PSU Award(9)		7/27/20		—		—		—		—		—		46,040		—		—		—		—		616,015
PSU Award(6)		3/1/18		2/10/20		—		—		—		2,649		4,413		8,826		—		—		—		161,953
PSU Award(7)		3/1/19		10/26/20		—		—		—		2		12,046		24,092		—		—		—		182,129
T. Robin Lindsay
2020 Annual Cash Performance Incentive		—		—		350,000		700,000		1,750,000		—		—		—		—		—		—		—
RSU Award(3)		3/2/20		—		—		—		—		—		—		—		36,965		—		—		1,315,584
RSU Award(8)		7/27/20		—		—		—		—		—		—		—		92,081		—		—		1,232,044
PSU Award(5)		3/2/20		—		—		—		—		2		18,482		36,964		—		—		—		657,775
PSU Award(9)		7/27/20		—		—		—		—		—		46,040		—		—		—		—		616,015
PSU Award(6)		3/1/18		2/10/20		—		—		—		7,062		11,768		23,536		—		—		—		431,907
PSU Award(7)		3/1/19		10/26/20		—		—		—		2		12,046		24,092		—		—		—		182,129
Jason Montague
2020 Annual Cash Performance Incentive		—		—		350,000		700,000		1,750,000		—		—		—		—		—		—		—
RSU Award(3)		3/2/20		—		—		—		—		—		—		—		36,965		—		—		1,315,584
RSU Award(8)		7/27/20		—		—		—		—		—		—		—		92,081		—		—		1,232,044
PSU Award(5)		3/2/20		—		—		—		—		2		18,482		36,964		—		—		—		657,775
PSU Award(9)		7/27/20		—		—		—		—		—		46,040		—		—		—		—		616,015
PSU Award(6)		3/1/18		2/10/20		—		—		—		7,062		11,768		23,536		—		—		—		431,907
PSU Award(7)		3/1/19		10/26/20		—		—		—		2		12,046		24,092		—		—		—		182,129
Harry Sommer
2020 Annual Cash Performance Incentive		—		—		350,000		700,000		1,750,000		—		—		—		—		—		—		—
RSU Award(3)		3/2/20		—		—		—		—		—		—		—		36,965		—		—		1,315,584
RSU Award(8)		7/27/20		—		—		—		—		—		—		—		92,081		—		—		1,232,044
PSU Award(5)		3/2/20		—		—		—		—		2		18,482		36,964		—		—		—		657,775
PSU Award(9)		7/27/20		—		—		—		—		—		46,040		—		—		—		—		616,015
PSU Award(6)		3/1/18		2/10/20		—		—		—		7,062		11,768		23,536		—		—		—		431,907
PSU Award(7)		3/1/19		10/26/20		—		—		—		2		12,046		24,092		—		—		—		182,129

	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(1) (#)		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) ($)
Frank J. Del Rio		739,583		—		208,333(13)		59.43		8/3/2025		17,652(4)		448,890		50,000(13)		1,271,500
		—		—		—		—		—		22,588(5)		574,413		158,870(9)		4,040,064
		—		—		—		—		—		52,683(6)		1,339,729		91,479(10)		2,326,311
		—		—		—		—		—		346,020(8)		8,799,289		316,100(11)		8,038,423
Mark A. Kempa		10,000		—		—		30.95		6/30/2023		2,942(4)		74,815		8,826(9)		224,445
		15,000		—		—		31.90		6/30/2024		16,062(5)		408,457		10,841(10)		275,687
		15,000		—		—		41.79		11/18/2024		36,965(6)		940,020		36,964(11)		939,995
		30,000		—		—		56.19		6/30/2025		92,081(7)		2,341,620		46,040(12)		1,170,797
		15,000		—		—		50.31		2/28/2026		—		—		—		—
T. Robin Lindsay		50,000		—		—		56.19		6/30/2025		7,845(4)		199,498		23,536(9)		598,520
		37,500		—		—		50.31		2/28/2026		16,062(5)		408,457		10,841(10)		275,687
		—		—		—		—		—		36,965(6)		940,020		36,964(11)		939,995
		—		—		—		—		—		92,081(7)		2,341,620		46,040(12)		1,170,797
Jason Montague		40,000		—		—		41.79		11/18/2024		7,845(4)		199,498		23,536(9)		598,520
		60,000		—		—		43.76		2/1/2025		16,062(5)		408,457		10,841(10)		275,687
		50,000		—		—		56.19		6/30/2025		36,965(6)		940,020		36,964(11)		939,995
		37,500		—		—		50.31		2/28/2026		92,081(7)		2,341,620		46,040(12)		1,170,797
Harry Sommer		50,000		—		—		56.19		6/30/2025		7,845(4)		199,498		23,536(9)		598,520
		50,000		—		—		59.43		8/3/2025		16,062(5)		408,457		10,841(10)		275,687
		25,000		—		—		50.31		2/28/2026		36,965(6)		940,020		36,964(11)		939,995
		—		—		—		—		—		92,081(7)		2,341,620		46,040(12)		1,170,797

Name	Voluntary Termination or Termination for Cause ($)		Death, Disability or Retirement ($)		Termination Without Cause or Good Reason ($)		Change in Control Termination ($)
Frank J. Del Rio
Pro-rata Annual Performance Incentive		—		—		3,600,000		—
Insurance Continuation		—		—		59,515		—
Equity Acceleration		—		25,567,119(1)		26,838,619(2)		—
Mark A. Kempa
Severance Payment		—		—		2,100,000		2,100,000
Insurance Continuation		—		—		63,961		63,961
Equity Acceleration		—		3,665,611(3)		—		6,375,835(4)
T. Robin Lindsay
Severance Payment		—		—		2,100,000		2,100,000
Insurance Continuation		—		—		44,636		44,636
Equity Acceleration		—		3,665,611(3)		—		6,874,594(4)
Jason Montague
Severance Payment		—		—		2,100,000		2,100,000
Insurance Continuation		—		—		63,961		63,961
Equity Acceleration		—		3,665,611(3)		—		6,874,594(4)
Harry Sommer
Severance Payment		—		—		2,100,000		2,100,000
Insurance Continuation		—		—		63,961		63,961
Equity Acceleration		—		3,665,611(3)		—		6,874,594(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		13,127,232		$	52.46		6,282,363
Equity compensation plans not approved by security holders		—			—		—
Total		13,127,232		$	52.46		6,282,363

	Authorized Share Usage as of March 15, 2021
	Total Authorized Ordinary Shares					490,000,000
	Ordinary Shares Outstanding					(369,898,645)
	Ordinary Shares Reserved for Outstanding Awards under our Plan					(10,997,877)(1)
	Ordinary Shares Available for Issuance Under our Employee Share Purchase Plan					(1,440,246)(2)
	Ordinary Shares Reserved for 2024 Exchangeable Notes					(77,146,657)(3)
	Ordinary Shares Reserved for 2025 Exchangeable Notes					(29,999,970)(3)
	Remaining Authorized Ordinary Shares					516,605

				As of December 31, 2020
	Shares subject to outstanding restricted share and restricted share unit awards (excluding performance-based and market based vesting awards)			6,663,925
	Shares subject to outstanding performance-based vesting restricted share and restricted share unit awards			1,565,184
	Shares subject to outstanding market-based vesting restricted share and restricted share unit awards			50,000
	Shares subject to outstanding options (excluding performance-based and market based vesting options)			4,525,207
	Shares subject to outstanding performance-based vesting options			114,583
	Shares subject to outstanding market-based vesting options			208,333
	Shares available for new award grants			4,764,080

	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, 2020				Shares/Units Subject to Past Awards (#)		Shares/Units Vested as of December 31, 2020 (#)		Shares/Units Outstanding and Unvested as of December 31, 2020 (#)
	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, 2020 (#)
Named Executive Officers
Frank J. Del Rio President and Chief Executive Officer		1,250,000		—		739,583		208,333		1,674,659		434,958		1,055,392
Mark A. Kempa Executive Vice President and Chief Financial Officer		113,970		28,970		85,000		—		297,887		33,915		250,721
T. Robin Lindsay Executive Vice President, Vessel Operations		87,500		—		87,500		—		371,057		87,472		270,334
Jason Montague President and Chief Executive Officer, Regent		187,500		—		187,500		—		371,057		87,472		270,334
Harry Sommer President and Chief Executive Officer, Norwegian		150,000		25,000		125,000		—		364,807		81,222		270,334
Total for all current executive officers as a group (8 persons)		2,010,399		105,399		1,394,583		208,333		3,787,810		919,819		2,607,488
David Abrams		—		—		—		—		22,142		19,508		2,634
Adam M. Aron		—		—		—		—		10,222		7,588		2,634
John W. Chidsey		—		—		—		—		31,787		27,453		4,334
Stella David		—		—		—		—		19,621		15,287		4,334
Russell W. Galbut		—		—		—		—		20,301		15,967		4,334
Mary E. Landry		—		—		—		—		7,478		4,844		2,634
Chad A. Leat		—		—		—		—		21,140		16,806		4,334
Pamela A. Thomas-Graham		—		—		—		—		7,787		5,153		2,634
Total for all current non-executive directors as a group (8 persons)		—		—		—		—		140,478		112,606		27,872
Each other person who has received 5% or more of the options, warrants or rights under the Plan		2,061,400		1,516,689		—		—		—		—		—
All other employees, including all current officers who are not executive officers or directors, as a group		10,932,868		4,223,179		3,245,207		—		10,657,664		3,909,362		5,643,748
Total		15,004,667		5,845,267		4,639,790		208,333		14,585,952		4,941,787		8,279,108

	Total Fees Year Ended December 31,
	2020			2019
	(in thousands)
Audit fees		$	6,174		$	5,545
Audit-related fees			1,450			200
Tax fees			2,968			497
All other fees			2			2
Total		$	10,594		$	6,244

	Ordinary Shares Beneficially Owned
Name and Address(1)	Number		Percent
The Vanguard Group(2)		32,488,699	10.2%
LC9 Skipper, L.P.(3)		33,057,840	9.4%
BlackRock, Inc.(4)		17,550,709	5.5%
David M. Abrams		22,142	*
Adam M. Aron		12,389	*
John W. Chidsey		31,787	*
Stella David		19,621	*
Russell W. Galbut(5)		440,998	*
Mary E. Landry		7,478	*
Chad A. Leat		26,140	*
Pamela A. Thomas-Graham		7,787	*
Frank J. Del Rio(6)		1,170,816	*
Mark A. Kempa(7)		136,649	*
T. Robin Lindsay(8)		237,039	*
Jason Montague(9)		283,137	*
Harry Sommer(10)		213,015	*
All current directors and current executive officers as a group (16 persons)(11)		2,991,085	*

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