UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.  )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

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

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
NORWEGIAN CRUISE LINE HOLDINGS LTD.
(Name of Registrant as Specified In Its Charter)
   
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

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

[MISSING IMAGE: lg_nclh-4c.jpg]
[MISSING IMAGE: tm2212190d1-pht_nclh4c.jpg]
Norwegian Cruise Line Holdings Ltd. (NYSE: NCLH) is a leading global cruise company which operates Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises. Our mission is to provide exceptional vacation experiences, delivered by passionate team members committed to world-class hospitality and innovation. With a combined fleet of 28 ships with nearly 60,000 berths, our brands offer itineraries to more than 490 destinations worldwide. We also have nine custom-built new ships on order for our three award-winning brands, which are scheduled for delivery from Summer 2022 through 2027.
Our brands include a variety of accommodations, from studio staterooms designed for solo travelers to the luxurious 4,443 square-foot Regent Suite, which includes an in-suite spa retreat, 1,300 square-foot wraparound veranda, and glass-enclosed solarium sitting area. Guests on our Norwegian brand can enjoy The Haven, a key-card access enclave on the upper decks of select ships with luxurious suite accommodations, exclusive amenities including a private restaurant, bar, lounge, courtyard with pool, hot tub and fitness center, and 24/7 butler and concierge service.
Norwegian’s ships offer up to 28 dining options and what we believe is the widest array of entertainment at sea. Oceania Cruises’ award-winning onboard dining,
with multiple open seating dining venues, is a central highlight of its cruise experience. Regent’s all-inclusive offering includes air transportation, shore excursions, pre-cruise hotel stays (for concierge level and above), specialty restaurants, premium spirits and fine wines, gratuities, Wi-Fi and other amenities.
We are also focused on destination development and have created two private destinations to enhance the shore experience for our guests: Great Stirrup Cay in the Bahamas and Harvest Caye in Southern Belize. These destinations allow our guests to experience paradise through our private beaches, beachfront cabanas and villas, restaurants and dining options, pools and experiences like ziplines, nature centers and adventure tours.
We also continue to strategically build our presence in Alaska, a fast-growing and very profitable destination-centric region that anchors one of the most popular itineraries for our guests. In 2021, we completed construction of a double-ship pier in Ward Cove, Ketchikan, and a second cruise pier at Icy Strait Point in partnership with Alaska Native-owned Huna Totem Corporation. Our continued investments in the region will enable us to provide our guests with a best-in-class experience as they explore the wonders of The Last Frontier.
 

[MISSING IMAGE: lg_nclh-4c.jpg]
7665 Corporate Center Drive
Miami, Florida 33126
NOTICE OF 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS
When
Thursday, June 16, 2022, 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

Harry C. Curtis
Proposal 2
Approval, on a non-binding, advisory basis, of the compensation of our named executive officers
Proposal 3
Approval of an amendment to our 2013 Performance Incentive Plan (our “Plan”), including an increase in the number of shares available for grant under our Plan
Proposal 4
Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2022 and the determination of PwC’s remuneration by our Audit Committee
Proposal 5
To consider and vote upon one shareholder proposal described in this Proxy Statement, if properly presented
Additional Items
Receive the audited financial statements (together with the auditor’s report) for the year ended December 31, 2021 pursuant to the Bermuda Companies Act 1981, as amended, and our bye-laws
Consider any other business which may properly come before the 2022 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, 2022
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:
[MISSING IMAGE: ic_phone-k.gif]
By telephone — You can vote your shares by calling the number provided in your proxy card or voting instruction form
[MISSING IMAGE: ic_laptop-k.gif]
By Internet — You can vote your shares online at www.proxyvote.com
[MISSING IMAGE: ic_envelope-k.gif]
By mail — Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided
[MISSING IMAGE: lg_americansm-4c.gif]
We want to hear from you! On behalf of every shareholder account that votes, we will make a $1 charitable donation to American Cancer Society, up to $100,000.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Norwegian Cruise Line Holdings Ltd.’s Proxy Statement and 2021 Annual Report are available at www.nclhltd.com/investors or www.proxyvote.com
All shareholders are cordially invited to attend the meeting. We direct your attention to the accompanying Proxy Statement. Whether or not you plan to attend the meeting, you are urged to submit your proxy or voting instructions as promptly as possible by Internet, telephone, or mail to ensure your representation and the presence of a quorum at the Annual General Meeting. If you attend the meeting and wish to vote at the meeting, you may withdraw your proxy or voting instructions and vote your shares personally. Your proxy is revocable in accordance with the procedures set forth in the Proxy Statement.
April 28, 2022
By Order of the Board of Directors,
[MISSING IMAGE: sg_danielsfarkas.jpg]
Daniel S. Farkas
Executive Vice President,
General Counsel and Assistant Secretary

PROXY STATEMENT
TABLE OF CONTENTS
PROXY SUMMARY
PROPOSAL 1 — ELECTION OF DIRECTORS
CORPORATE GOVERNANCE
DIRECTOR COMPENSATION
PROPOSAL 2 — ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT
EXECUTIVE COMPENSATION TABLES
PROPOSAL 3 — APPROVAL OF AMENDMENT TO 2013 PERFORMANCE INCENTIVE PLAN
PROPOSAL 4 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
AUDIT COMMITTEE REPORT
PROPOSAL 5 — SHAREHOLDER PROPOSAL REGARDING RETENTION OF SHARES BY EXECUTIVE OFFICERS
SHARE OWNERSHIP INFORMATION
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
ABOUT THE ANNUAL GENERAL MEETING AND VOTING
APPENDIX A — AMENDMENT TO THE 2013 PERFORMANCE INCENTIVE PLAN
For definitions of terms used in this Proxy Statement, but not otherwise defined, see “Terms Used in this Proxy Statement” on page 80.
i / [MISSING IMAGE: lg_norwegian.jpg]

PROXY SUMMARY
2022 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.
[MISSING IMAGE: tm2212190d1-icon_datetimebw.gif]
[MISSING IMAGE: tm2212190d1-icon_placebw.gif]
[MISSING IMAGE: tm2212190d1-icon_recordbw.gif]
DATE AND TIME
PLACE
RECORD DATE
Thursday, June 16, 2022
9:00 a.m. (Eastern Time)
Pullman Miami
5800 Blue Lagoon Drive
Miami, Florida 33126
April 1, 2022
If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833
Shareholder Voting Matters
   
BOARD RECOMMENDATION
[MISSING IMAGE: tm2212190d1-icon_1circle4c.jpg]
Election of two Class III directors
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.gif]
      FOR
each director nominee
[MISSING IMAGE: tm2212190d1-icon_2circle4c.gif]
Approval, on a non-binding, advisory basis, of the compensation of our named executive officers
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.gif]
      FOR
[MISSING IMAGE: tm2212190d1-icon_3circle4c.jpg]
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
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.gif]
      FOR
[MISSING IMAGE: tm2212190d1-icon_4circle4c.gif]
Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, 2022 and the determination of PwC’s remuneration by our Audit Committee
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.gif]
      FOR
[MISSING IMAGE: tm2212190d1-icon_5circle4c.jpg]
To consider and vote upon one shareholder proposal described in this Proxy Statement, if properly presented
[MISSING IMAGE: tm2212190d1-icon_xmark4c.gif]
               AGAINST
We want to hear from you! On behalf of every shareholder account that votes, we will make a $1 charitable donation to the American Cancer Society, up to $100,000.
[MISSING IMAGE: lg_american-4c.jpg]
The American Cancer Society’s mission is to save lives, celebrate lives, and lead the fight for a world without cancer.
 2022 Proxy Statement / 1

PROXY SUMMARY
Board Nominees
Class III (Term to Expire in 2025)
Name
Age
Director
Since
Independent
Occupation
Committee
Memberships
Other Current
Public Company
Boards
Frank J. Del Rio
67
2015
[MISSING IMAGE: tm2212190d1-icon_xmarkbw.jpg]
President and Chief Executive Officer, Norwegian Cruise Line Holdings Ltd.
Harry C. Curtis
64
2021
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.gif]
Former Managing Director, Nomura Instinet

Compensation (Chair)

Audit

TESS*
Directors Continuing in Office
Class I (Term Expires in 2023)
Name
Age
Director
Since
Independent
Occupation
Committee
Memberships
Other Current
Public Company
Boards
David M. Abrams
55
2014
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.gif]
Founder and Co-Managing Partner, Velocity Capital Management

Audit (Chair)

Compensation

Nominating & Governance
Russell W. Galbut (Chairperson)
69
2015
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.gif]
Managing Principal, Crescent Heights

Audit

Compensation

Black Spade Acquisition Co
Class II (Term Expires in 2024)
Name
Age
Director
Since
Independent
Occupation
Committee
Memberships
Other Current
Public Company
Boards
Adam M. Aron
67
2008
[MISSING IMAGE: tm2212190d1-icon_xmarkbw.jpg]
Chairman, Chief Executive Officer and President, AMC Entertainment Holdings, Inc.

AMC Entertainment Holdings, Inc.
Stella David
59
2017
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.gif]
Former Chief Executive Officer, William Grant & Sons Limited

Nominating & Governance (Chair)

TESS

HomeServe plc**

Entain plc**

Domino’s Pizza Group plc**
Mary E. Landry
65
2018
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.gif]
Former Rear Admiral, U.S. Coast Guard

TESS (Chair)

Nominating & Governance
*
Technology, Environmental, Safety and Security (“TESS”) Committee
**
London Stock Exchange (LSE) listed
2 / [MISSING IMAGE: lg_norwegian.jpg]

PROXY SUMMARY
Director Skills and Experience
   
[MISSING IMAGE: tm2212190d1-tbl_skill4c.jpg]
Our directors have an effective mix of backgrounds, experience and diversity of perspective.
[MISSING IMAGE: tm2212190d1-pc_director4c.jpg]
Corporate Governance Information
   
[MISSING IMAGE: tm2212190d1_fc-corpgov4c.jpg]
 2022 Proxy Statement / 3

PROXY SUMMARY
Executive Compensation Highlights
   
[MISSING IMAGE: tm2212190d1-tbl_vote4c.jpg]
WHAT WE HEARD
HOW WE RESPONDED
[MISSING IMAGE: tm2212190d1-icon_messager4c.jpg]
Overall total reported compensation for the President and CEO in 2020 was too high
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.jpg]
President and CEO’s 2021 reported compensation reduced by 46%
[MISSING IMAGE: tm2212190d1-icon_messager4c.gif]
Did not support special retention grants
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.gif]
No special retention grants awarded in 2021
[MISSING IMAGE: tm2212190d1-icon_messager4c.jpg]
Did not support changes to long- and short-term incentive metrics mid-performance period
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.jpg]
No changes made to long- and short-term incentive metrics for 2021 after initial award date
[MISSING IMAGE: tm2212190d1-icon_messager4c.gif]
Prefer metrics with direct alignment to shareholder value
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.gif]
President and CEO’s 2021 grant includes a new stretch share price appreciation metric
[MISSING IMAGE: tm2212190d1-icon_messager4c.jpg]
The performance period for equity awards should be increased
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.jpg]
Increased the performance period for 2021 equity awards to three years
[MISSING IMAGE: tm2212190d1-icon_messager4c.gif]
Encouraged fresh perspectives on the Compensation Committee
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.gif]
Two members of the Compensation Committee, including the Chairperson, were replaced with new members
[MISSING IMAGE: tm2212190d1-icon_messager4c.jpg]
Include an ESG metric in the Company’s executive compensation program
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.jpg]
Included an ESG metric related to emissions reduction goals in our 2022 annual cash incentive
WHAT WE DO
WHAT WE DON’T DO
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.jpg]
Annual cash performance incentives earned based on pre-established targets for entity-wide performance
[MISSING IMAGE: tm2212190d1-icon_dontbw.jpg]
Provide excise tax “gross-ups” on 280G parachute payments
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.gif]
All named executive officers (“NEOs”) received a combination of performance-based and time-based annual equity awards
[MISSING IMAGE: tm2212190d1-icon_dontbw.gif]
Allow officers and directors to hedge, short-sell or pledge shares
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.jpg]
Robust share ownership policy
[MISSING IMAGE: tm2212190d1-icon_dontbw.jpg]
“Single-trigger” change in control payments or benefits
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.gif]
Robust succession planning process
[MISSING IMAGE: tm2212190d1-icon_dontbw.gif]
Reprice stock options without shareholder approval
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.jpg]
Comprehensive clawback policy covering both cash and equity
[MISSING IMAGE: tm2212190d1-icon_dontbw.jpg]
Automatic base salary increases for NEOs
4 / [MISSING IMAGE: lg_norwegian.jpg]

[MISSING IMAGE: lg_nclh-4c.jpg]
7665 Corporate Center Drive
Miami, Florida 33126
PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS TO BE HELD ON JUNE 16, 2022
 
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 2022 to be held at the Pullman Miami, 5800 Blue Lagoon Drive, Miami, Florida 33126, on Thursday, June 16, 2022 at 9:00 a.m. (Eastern time), and any adjournments or postponements thereof  (the “Annual General Meeting”).
As always, we encourage you to vote your shares prior to the Annual General Meeting. References in this Proxy Statement to “we,” “us,” “our,” “Company” and “NCLH” refer to Norwegian Cruise Line Holdings Ltd.
Proxy materials for the Annual General Meeting, including this Proxy Statement and our 2021 Annual Report to Shareholders, which includes our 2021 financial statements (“2021 Annual Report”), were first made available to shareholders on or about April 28, 2022.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL GENERAL MEETING TO BE HELD ON JUNE 16, 2022
The Notice of Annual General Meeting of Shareholders, this Proxy Statement and our 2021 Annual Report are available on our website at www.nclhltd.com/investors. The information that appears on our website is not part of, and is not incorporated by reference into, this Proxy Statement. You can also view these materials at www.proxyvote.com by using the control number provided on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).
[MISSING IMAGE: ic_tree-k.gif]
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 2021 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.
 2022 Proxy Statement / 5

PROPOSAL 1 — ELECTION OF DIRECTORS
General
   
Pursuant to our bye-laws, the number of directors on our Board must be at least seven, but no more than eleven, and is determined by resolution of our Board. Our Board currently consists of seven 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 two directors to our Board as Class III
directors. Our Nominating and Governance Committee recommended, and our Board nominated, Mr. Frank J. Del Rio and Mr. Harry C. Curtis as our Class III director nominees. If elected, each of the nominees will serve until our 2025 annual general meeting and until his successor is elected and qualified, or until his earlier death, resignation, or removal.
If any of the nominees becomes unable or unwilling for good cause to serve if elected, shares represented by validly delivered proxies will be voted for the election of a substitute nominee designated by our Board or our Board may determine to reduce the size of our Board. Each person nominated for election has consented to be named in this Proxy Statement and agreed to serve if elected. There are no family relationships between or among any of our executive officers, directors or director nominees.
6 / [MISSING IMAGE: lg_norwegian.jpg]

PROPOSAL 1 — ELECTION OF DIRECTORS
Directors Standing for Election
Class III Director Nominees (Term to Expire in 2025)
[MISSING IMAGE: ph_frankdelrio-4c.jpg]
FRANK J. DEL RIO
President and Chief Executive Officer of our Company
Age: 67
Director Since: August 2015
[MISSING IMAGE: tm2212190d1-icon_tree4c.jpg]Favorite NCLH Shore Excursion:
“Staying on board Norwegian Joy, Bliss or Encore and racing my grandkids on the go-kart track”
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 29 years and has been responsible for navigating our Company through the impacts of the pandemic and for the successful integration of our Company and Prestige. Under his leadership, our Company has grown to a fleet of 28 ships and has achieved significant milestones including the successful introduction of seven new vessels to our fleet and the introduction of our latest private island destination, Harvest Caye, Belize. During his time at the helm of our Company, we also ordered additional ships for our fleet, bringing the total on order to nine, and developed a new, dedicated terminal for our Company at PortMiami. Mr. Del Rio was appointed to the Board pursuant to his employment agreement and provides a vital link between our Board and our management team.
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 – April 2001
Education

B.S. in Accounting, University of Florida
 2022 Proxy Statement / 7

PROPOSAL 1 — ELECTION OF DIRECTORS
[MISSING IMAGE: ph_harryccurtis-4c.jpg]
HARRY C. CURTIS
Former Managing Director, Nomura Instinet
Age: 64
Director Since: October 2021
Independent Director
Committees:

Compensation (Chair)

Audit

TESS
[MISSING IMAGE: tm2212190d1-icon_tree4c.jpg]Favorite NCLH Shore Excursion:
“Exploring towns and cities I’ve never visited before”
Mr. Curtis enhances our Board with insights gained in his approximately 30 years in equity research specializing in the gaming, lodging and leisure industry. His strengths include deep cruise industry knowledge, ability to identify investor sentiment and a comprehensive understanding of the key drivers of our Company’s business model. He developed a wide following and has been recognized by institutional investors for his financial expertise and innovation in equity research. Mr. Curtis was identified for consideration by our Nominating and Governance Committee to serve as a director through our President and Chief Executive Officer.
Experience

Managing Director, Nomura Instinet: 2010 – 2020

Managing Director, Chilton Investment Co.: 2008 – 2010

Managing Director, JP Morgan: 2002 – 2008

Visiting Professor, University of Nevada: 2002 – 2007

Partner/Managing Director, Robertson Stephens: 1998 – 2002

Vice President, Equity Research, Smith Barney: 1995 – 1997

Vice President, Equity Research, Hanifen Imhoff: 1992 – 1995
Education

B.A. in English, Connecticut College

Chartered Financial Analyst
Board Recommendation
   
[MISSING IMAGE: ic_checkbox-k.jpg]
OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
“FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE.
8 / [MISSING IMAGE: lg_norwegian.jpg]

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 2023)
[MISSING IMAGE: ph_davidabrams-4c.jpg]
DAVID M. ABRAMS
Founder and Co-Managing Partner, Velocity Capital Management
Age: 55
Director Since: April 2014
Independent Director
Committees:

Audit (Chair)

Compensation

Nominating & Governance
[MISSING IMAGE: tm2212190d1-icon_tree4c.jpg] Favorite NCLH Shore Excursion:
“Harvest Caye”
Mr. Abrams shares over 25 years of experience in sports and entertainment, private equity, finance and investment banking with our Board. His expertise includes developing new businesses, financial strategy and the credit markets.
Experience

Founder and Co-Managing Partner, Velocity Capital Management: November 2021 – Present

Chief Investment Officer, Harris Blitzer Sports and Entertainment, which owns the Philadelphia 76ers, the New Jersey Devils, the Prudential Center and esports franchise, Dignitas: November 2018 – November 2021

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

Partner, Apollo Global Management, LLC, and founder of the Apollo European Principal Finance Fund franchise, which he ran from 2007 – 2015

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

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

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

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

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

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

Analyst, Investment Banking Division, Bear Stearns & Co.: 1989
Past Public Company Boards

Cansortium Inc. (CSE listed)
Current Private Company Boards

New Meta Entertainment
Education

B.S. in Economics, Wharton School of Business, University of Pennsylvania
 2022 Proxy Statement / 9

PROPOSAL 1 — ELECTION OF DIRECTORS
[MISSING IMAGE: ph_russellgalbut-4c.jpg]
RUSSELL W. GALBUT
Managing Principal, Crescent Heights
Age: 69
Chairperson of our Board
Director Since: November 2015
Independent Director
Committees:

Audit

Compensation
[MISSING IMAGE: tm2212190d1-icon_tree4c.jpg] Favorite NCLH Shore Excursion:
“Exploring the timeless beauty of Bordeaux, France”
For over 35 years, Mr. Galbut has been active in the urban mixed-use real estate sector, which has included fostering relationships with complementary retail, hospitality, and food and beverage brands. Mr. Galbut provides our Board with unique insights into complex development projects such as our 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 Public Company Boards

Black Spade Acquisition Co (NYSE: BSAQU)
Past Public Company Boards

New Beginnings Acquisition Corp. (NYSE American, LLC: NBA)
Current Academic Boards

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

Prestige (prior to the Acquisition)
Education

J.D., University of Miami School of Law

Degree in Hotel Administration, Cornell University School of Hotel Administration
10 / [MISSING IMAGE: lg_norwegian.jpg]

PROPOSAL 1 — ELECTION OF DIRECTORS
Class II (Term Expires in 2024)
[MISSING IMAGE: ph_adamaron-4c.jpg]
ADAM M. ARON
Chairman, Chief Executive Officer and President, AMC Entertainment Holdings, Inc.
Age: 67
Director Since: January 2008
[MISSING IMAGE: tm2212190d1-icon_tree4c.jpg]Favorite NCLH Shore Excursion:
“Learning to make tapas in Seville, Spain”
Mr. Aron has 42 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 – 2013

Chairman and Chief Executive Officer, Vail Resorts, Inc.: 1996 – 2006

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

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

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

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

Centricus Acquisition Corp.: May 2021 – September 2021

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

Vail Resorts, Inc., Chairman: 1996 – 2006
Current Memberships

The Council on Foreign Relations
Past Private Company Boards and Organizations

Prestige (prior to the Acquisition)

Young Presidents’ Organization

Business Executives for National Security
Education

M.B.A., Harvard Business School

B.A., Harvard College
 2022 Proxy Statement / 11

PROPOSAL 1 — ELECTION OF DIRECTORS
[MISSING IMAGE: ph_stelladavid-4c.jpg]
STELLA DAVID
Former Chief Executive Officer, William Grant & Sons Limited
Age: 59
Director Since: January 2017
Independent Director
Committees:

Nominating & Governance (Chair)

TESS
[MISSING IMAGE: tm2212190d1-icon_tree4c.jpg] Favorite NCLH Shore Excursion:
“Kayaking in front of a glacier on a Regent cruise in Alaska”
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 – March 2016

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

HomeServe Plc: November 2010 – Present (LSE listed)

Domino’s Pizza Group plc: February 2021 – Present (LSE listed)

Entain plc: March 2021 – Present (LSE listed)
Current Private Company Boards

Bacardi Limited: June 2016 – Present
Past Company Boards

C&J Clark Limited: March 2012 – February 2021

Nationwide Building Society: 2003 – 2010
Education

Degree in Engineering, Cambridge University
12 / [MISSING IMAGE: lg_norwegian.jpg]

PROPOSAL 1 — ELECTION OF DIRECTORS
[MISSING IMAGE: ph_marylandry-4c.jpg]
MARY E. LANDRY
Former U.S. Coast Guard Rear Admiral
Age: 65
Director Since: June 2018
Independent Director
Committees:

TESS (Chair)

Nominating & Governance
[MISSING IMAGE: tm2212190d1-icon_tree4c.jpg] Favorite NCLH Shore Excursion:
“Our trip to ancient Olympia where the first Olympic games were held”
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) – Vice Chairperson of the Compensation and Workforce Committee, member of the Risk Committee and Chair of the USAA Advisory Board

Advisory Board Member, Sea Machines Robotics
Past Industry Boards

SCORE Association
Education

National Security Fellowship, Harvard University

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

M.A. in Management, Webster University

B.A. in English, University of Buffalo

National Association of Corporate Directors, Board Leadership Fellow

Holds the CERT Certificate in Cybersecurity Oversight

Holds Corporate Director Certificate, Harvard Business School
 2022 Proxy Statement / 13

CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
Shareholder Engagement
   
We believe that strong relationships with our shareholders are critical to our long-term success. Our shareholder outreach program is led by a cross-functional team including members of our Investor Relations, Environmental, Social and Governance (“ESG”) and Legal Departments. Through this year-round outreach, we solicit feedback on our executive compensation program, corporate governance, disclosure practices, sustainability practices, corporate social responsibility programs and long-term goals. We frequently include our Board members in our engagement meetings and share feedback with our entire Board.
At our 2021 Annual General Meeting, approximately 16.6% of our shareholders approved, on an advisory basis, the compensation of our NEOs in 2020 (our “2021 Say-on-Pay Vote”). We were disappointed in this result as the unprecedented and disproportionate impacts of the COVID-19 pandemic on our Company and industry drove the Compensation Committee to temporarily make changes to our compensation program to promote the stability and resilience of our Company. We engaged directly with our shareholders to discuss our compensation program in the Spring of 2021, both before and after our 2021 Annual General Meeting.
In response to our 2021 Say-on-Pay Vote, we further enhanced our engagement efforts by initiating additional compensation-related conversations with our shareholders from Summer 2021 through Spring 2022. Our former Chairperson of the Compensation Committee, Mr. John Chidsey, participated in the engagement in 2021, while our new Chairperson of the Compensation Committee, Mr. Curtis, participated in calls during 2022, following his appointment to the position. Our Executive Vice President, General Counsel and Assistant Secretary, Vice President, Assistant General Counsel and Vice President, Investor Relations, Corporate Communications & ESG also participated in the engagement process.
We initiated engagement about our compensation program with 40 of our top institutional holders, which included each institutional holder that held more than 0.5% of our outstanding shares as of year-end 2021. In some cases, the engagement efforts spanned multiple calls.
In response to shareholder feedback, we made several changes to our executive compensation program and refreshed the constitution of our Compensation Committee (including appointing a new Chairperson).
14 / [MISSING IMAGE: lg_norwegian.jpg]

CORPORATE GOVERNANCE
Corporate Governance Cycle
[MISSING IMAGE: tm2212190d1-fc_seasons4c.jpg]
 2022 Proxy Statement / 15

CORPORATE GOVERNANCE
Board Diversity
   
[MISSING IMAGE: tm2212190d1-pc_diversity4c.jpg]
Our Board’s commitment to seeking out women and minority candidates as well as candidates with diverse backgrounds is formalized in our Corporate Governance Guidelines. Under-represented minority (“URM”) refers to individuals who identify as racially or ethnically diverse and at the beginning of 2021 included one individual who identified as LGBT. At the beginning of 2021, our Board members were 1/3rd female and 1/3rd URM. During 2021, one female director who identified as a URM and an additional director who identified as a URM resigned from our Board. We currently have 2 female directors and one director who identifies as a URM on our Board. Our Nominating and Governance Committee is currently working with a third-party search firm to identify additional well-qualified female and diverse candidates for consideration as potential Board candidates.
16 / [MISSING IMAGE: lg_norwegian.jpg]

CORPORATE GOVERNANCE
Board of Directors
   
Board Leadership Structure
[MISSING IMAGE: ph_russellgalbut-4c.jpg]

Chairperson:
Russell W. Galbut
[MISSING IMAGE: tm2212190d1-icon_5circle4c.jpg]
Number of Board Meetings in 2021
[MISSING IMAGE: tm217574d2-pc_comm4c.jpg]

Board and Committee
Meeting Attendance by All Directors
[MISSING IMAGE: tm217574d2-pc_annual4c.jpg]

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

David Abrams*
Chairperson of the Audit Committee

Harry C. Curtis*
Chairperson of the Compensation Committee

Stella David*
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.
 2022 Proxy Statement / 17

CORPORATE GOVERNANCE
Board Meeting Attendance
During 2021, there were five meetings of our Board, five meetings of our Audit Committee, three meetings of our Compensation Committee, five meetings of our Nominating and Governance Committee and four meetings of our TESS Committee. Each of our directors attended more than 75% of the aggregate of all meetings of our Board and of any committees on which he or she served during 2021. Pursuant to our Corporate Governance Guidelines, in addition to regularly scheduled Board meetings, during 2021, our independent
directors held four regularly scheduled executive sessions without the presence of Company management. Our Chairperson of the Board presides at such executive sessions.
We do not have a formal policy regarding Board member attendance at the annual general meeting of shareholders. All of our then-current directors and director nominees attended the annual general meeting of shareholders in 2021 in person or telephonically.
Board Committees
   
The standing committees of our Board include the Audit Committee, Compensation Committee, Nominating and Governance Committee and TESS Committee. Each committee has adopted a written charter and a copy of each committee charter is posted under “Corporate
Governance” on our website at www.nclhltd.com/investors. In addition to these committees, our Board may, from time to time, authorize additional Board committees to assist the Board in its responsibilities.
[MISSING IMAGE: ph_davidabrams-4c.jpg]

Chairperson:
David Abrams
[MISSING IMAGE: tm2212190d1-icon_5circle4c.jpg]
Number of Meetings in 2021
Other Committee Members

Curtis

Galbut
Audit Committee
Primary Responsibilities
The principal duties and responsibilities of our Audit Committee are to:

oversee and monitor the integrity of our financial statements;

monitor our financial reporting process and internal control system;

appoint our independent registered public accounting firm from time to time, determine its compensation and other terms of engagement 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”). Mr. Leat, Ms. Thomas-Graham and Mr. Chidsey, who served on our Audit Committee through August 2021, October 2021 and January 2022, respectively, were each considered independent during their service.
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.”
18 / [MISSING IMAGE: lg_norwegian.jpg]

CORPORATE GOVERNANCE
[MISSING IMAGE: ph_harryccurtis-4c.jpg]

Chairperson:
Harry C. Curtis
[MISSING IMAGE: tm2212190d1-icon_3circle4c.jpg]
Number of Meetings in 2021
Other Committee Members

Galbut

Abrams
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;

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. Mr. Leat and Mr. Chidsey, who served on our Compensation Committee through August 2021 and January 2022, respectively, and Ms. David who served on our Compensation Committee from August 2021 through January 2022, were each considered independent during their service.
 2022 Proxy Statement / 19

CORPORATE GOVERNANCE
[MISSING IMAGE: ph_stelladavid-4c.jpg]

Chairperson:
Stella David
[MISSING IMAGE: tm2212190d1-icon_5circle4c.jpg]
Number of Meetings in 2021
Other Committee Members

Abrams

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

make recommendations to our Board regarding the size and composition of our Board and its committees;

establish criteria for our Board and committee membership and recommend to our Board qualified individuals to become members of our Board;

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

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

make recommendations to our Board regarding management succession;

make recommendations to our Board regarding our Board’s governance matters and practices; and

oversee our political spending and lobbying policies and practices.
Independence
All Nominating and Governance Committee members are considered independent under applicable NYSE rules.
[MISSING IMAGE: ph_marylandry-4c.jpg]

Chairperson:
Mary E. Landry
[MISSING IMAGE: tm2212190d1-icon_4circle4c.jpg]
Number of Meetings in 2021
Other Committee Members

David

Curtis
Technology, Environmental, Safety and Security (“TESS”) Committee
Primary Responsibilities
The principal duties and responsibilities of our TESS Committee are to:

oversee matters, initiatives, reporting and public communications related to sustainability, environmental and climate-related matters;

oversee matters, initiatives, reporting and public communications related to human capital matters (including our Company’s culture, talent development, employee retention and diversity, equity and inclusion) as well as other corporate social responsibility matters;

oversee our programs and policies related to technology and innovation, cyber and information security, including data protection and privacy; and

oversee our policies regarding safety and security.
Independence
All TESS Committee members are considered independent under applicable NYSE rules. Mr. Scott Dahnke, who served on our TESS Committee from July 2020 through March 2021, and Ms. Thomas-Graham, who served on our TESS Committee through October 2021 were each considered independent during their service.
The Nomination Process
   
Our Nominating and Governance Committee regularly evaluates our Board to ensure that our directors have the broad range of skills, expertise, industry knowledge and diversity of background and experience needed to support our long-term strategy. Prior to each annual general meeting of shareholders, our Nominating and Governance Committee recommends to our Board nominee candidates that it has found to be well-qualified,
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
20 / [MISSING IMAGE: lg_norwegian.jpg]

CORPORATE GOVERNANCE
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. Our Nominating and Governance Committee may engage a third-party search firm to assist it in identifying candidates for our Board. For example, our Nominating and Governance Committee is currently working with a third-party search firm to identify additional well-qualified female and diverse candidates for consideration as potential Board candidates.
Our Nominating and Governance Committee will identify and consider candidates suggested by outside directors, management and/or shareholders and evaluate them in accordance with its established criteria. Director
candidates recommended by shareholders will be considered in the same manner as recommendations from other sources. If a shareholder desires to recommend a director candidate for consideration by our Nominating and Governance Committee, recommendations should be sent in writing to the General Counsel and Assistant Secretary, Norwegian Cruise Line Holdings Ltd., 7665 Corporate Center Drive Miami, Florida 33126, together with appropriate biographical information concerning each proposed director candidate.
Our Nominating and Governance Committee may request 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 five of our seven directors, Mr. David M. Abrams, Ms. Stella David, Mr. Russell W. Galbut, Ms. Mary E. Landry and Mr. Harry C. Curtis, are independent under the applicable rules of the NYSE. Our Board determined that Mr. Adam M. Aron and Mr. Frank J. Del Rio are not independent. Our Board also determined that Mr. Scott Dahnke, Mr. Chad Leat, Ms. Pamela Thomas-Graham and Mr. John Chidsey, who resigned from our Board in
March 2021, August 2021, October 2021 and January 2022 were considered independent under the applicable rules of the NYSE during their respective times on our Board. In considering the independence of each director, our Board reviews information provided by each director and considers whether any director has a material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us).
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, including additional opportunities for Board members to engage with members of management in formal and informal settings,

the formation of the TESS Committee, and

the creation of a dedicated ESG Department.
 2022 Proxy Statement / 21

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.
[MISSING IMAGE: tm2212190d1-tbl_oversight4c.jpg]
At regular meetings of our Board, committee members report to the full Board regarding matters reported and discussed at committee meetings, including matters relating to risk assessment or risk management. Members of management provide regular reports to our Board, or its committees, regarding business operations, strategic planning, financial planning, cybersecurity, privacy, legal, environmental and climate-related matters, social and governance matters, compliance and regulatory matters, succession planning and human capital management, including any material risk to us relating to such matters. Our TESS Committee reviews metrics regarding our cybersecurity and privacy programs on at least a quarterly basis. Our President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, Executive Vice President, General Counsel and Assistant Secretary and Executive Vice President, Chief Talent Officer regularly attend meetings of our Board and its committees when they are not in executive session, and often report on and or supplement discussions on matters that may not
be otherwise addressed.
Our Audit Committee also receives regular reports from our Senior Vice President of Internal Audit and Enterprise Risk Management, who facilitates our enterprise risk management process on behalf of management and our Audit Committee, to allow our major business risks to be assessed and managed appropriately. In addition, our management team is encouraged to communicate directly with directors regarding matters of interest, including matters related to risk, at times when meetings are not being held.
Our Board believes that the structure and assigned responsibilities described above provide the appropriate focus, oversight and communication of key risks we face. Our Board also believes that the processes it has established to administer our Board’s risk oversight function would be effective under a variety of leadership frameworks and therefore do not have a material effect on our Board’s leadership structure.
22 / [MISSING IMAGE: lg_norwegian.jpg]

CORPORATE GOVERNANCE
Environmental, Social & Governance
   
Our global sustainability program, Sail & Sustain, is centered around our commitment to drive a positive impact on society and the environment while delivering on our vision to be the vacation of choice for everyone around the world. We visit nearly 500 destinations globally, allowing our guests to travel and explore the world, and our business is inextricably linked to the preservation of our planet and the protection of our shared resources. We recognize our ethical, social and environmental responsibilities and are committed to maintaining our high standards of operational excellence, achieving results the right way and creating value for all of our stakeholders.
Our environmental, social and governance (ESG) strategy is focused on five pillars: empowering people, reducing environmental impact, strengthening our communities, sailing safely and operating with integrity and accountability. The strategy was developed through cross-functional collaboration with key internal and external stakeholders and informed by our materiality assessment. As we continue our ESG journey, we look forward to building upon this foundation as we collectively chart a path towards a more sustainable future.
In 2021, our Company published its first ESG report including its first Sustainability Accounting Standards Board (SASB) index. Our Company also published its first Task Force on Climate-Related Financial Disclosures (TCFD) aligned disclosure in Spring 2022.
[MISSING IMAGE: tm2212190d1-pc_govere4clr.jpg]
Empowering People
It is our privilege to work in a community of nearly 35,000 team members around the globe. Our core mission is to provide exceptional vacation experiences delivered by passionate team members committed to world-class hospitality and innovation. To achieve this, it is crucial that each team member is empowered and has the opportunity to thrive.
We believe in fostering a culture of diversity, equity and inclusion to make our Company stronger through varied perspectives that are invaluable in today’s dynamic global business environment. Our commitment to diversity, equity and inclusion begins at the top of our organization and is embedded at every level throughout our organization. To further demonstrate this commitment, our President and Chief Executive Officer, Mr. Del Rio, signed the CEO Action for Diversity & Inclusion pledge in March 2022. Key components of this pledge include, but are not limited to, cultivating environments that support open dialogue on complex conversations around diversity, equity and inclusion and engaging our Board when developing and evaluating diversity, equity and inclusion strategies.
In early 2022, we also launched a new diversity in leadership team member resource group, EMBRACE. The initial objectives of this group include promoting diversity of thought, journeys and perspectives within our management teams and serving as a feedback channel between front line team members and leadership.
We encourage the development of new female leaders through our mentorship program and our female executive networking group, Elevate. Our mentorship program encourages team members of all genders and backgrounds to develop leadership skills, cultivate relationships and identify growth opportunities.
All team members undergo mandatory unconscious bias, microaggressions and diversity and inclusion training. We also have long-term partnerships with the National Diversity Council and the International Women’s Forum Fellows Program. We are committed to providing equal opportunity to all team members and our intolerance of any form of discrimination or harassment in the workplace is outlined in our Code of Ethical Business Conduct. In addition, we continue to expand upon our supplier diversity program as part of our commitment to facilitate and encourage the growth of small and diverse suppliers. In 2021, approximately 39% of total U.S. supply spending was with small businesses or businesses with minority, veteran or economically disadvantaged qualifications.
As a people-first organization, we believe in offering our team members programs and benefits that encourage them to advance their skills and achieve long-term financial stability. We offer a generous 401(k) plan for our shoreside employees which includes matching contributions equal to 100% of the first 3% and 50% of amounts greater than 3% to and including 10% of each participant’s eligible contributions subject to certain
 2022 Proxy Statement / 23

CORPORATE GOVERNANCE
limitations. We actively foster a culture of learning and offer a variety of developmental courses for our team members. Our benefit programs also include student
loan repayment assistance and educational assistance for team members seeking degrees or professional certifications.
Workforce Composition as of December 31, 2021
Gender Diversity(1)
Male
Female
All global shoreside team members 41%
59%
All global shoreside managers/above 52%
48%
All shipboard team members 78%
22%
3-stripe above (manager level equivalent) 86%
14%
Ethnic Diversity(2) Non-URMs%
URMs%
All U.S. shoreside team members, who have self-identified 36%
64%
U.S. shoreside managers/above, who have self-identified 51%
49%
(1)
While we present male and female, we acknowledge this is not fully encompassing of all gender identities.
(2)
Under-represented minority (“URM”) is used to describe diverse populations, including Native American, Asian, Black, Hispanic/Latino and Native Hawaiian team members in the U.S. We do not generally track ethnicity/race for our shipboard team members as the majority are URMs from a U.S. perspective.
Reducing Environmental Impact
In 2021, we announced our long-term climate action strategy and goal to reach carbon neutrality through reducing carbon intensity, identifying and investing in technology including exploring alternative fuels and implementing a voluntary carbon offset program. In addition to ongoing initiatives to reduce our emissions rate, we committed to offset three million metric tons of carbon dioxide equivalent (MTCO2e) over a three-year period beginning in 2021 to help bridge the gap in our decarbonization efforts until new technology becomes available. Our Company previously signed the Cruise Lines International Association (CLIA) historic commitment to reduce the carbon emissions rate industry-wide by 40% by 2030 from a 2008 baseline.
Looking forward, our Company is committed to accelerating its emissions reduction efforts. In early 2022, our Company implemented a formal governance structure to oversee our climate action and decarbonization strategy. We established a Decarbonization Executive Steering Committee, which is responsible for governing and steering the Company-wide climate action and decarbonization strategy. The committee is comprised of our President and Chief Executive Officer and other executive officers. To supplement the committee, a Decarbonization Action Group comprised of senior leaders across the organization was also created to enhance cross-collaboration and coordination in support of our Company’s climate action strategy and goals.
Our Company welcomed guests at its brand new state-of-the-art Norwegian Cruise Line flagship terminal at PortMiami in 2021. The terminal was recognized as the world’s first Leadership in Energy and Environmental
Design (“LEED”) Gold New Construction v4.0 cruise ship terminal. The 188,000 square foot terminal, which can accommodate cruise vessels carrying up to 5,000 cruise guests, optimizes energy performance, indoor air quality, water efficiencies and utilization of local materials and resources. Shore power capabilities at the terminal are expected to be completed by the Fall of 2023.
Other investments such as exhaust gas cleaning systems (“EGCS”) are an integral part of our Company’s long-term climate action strategy. In 2021, our Company successfully completed its nearly $200 million, multi-year investment in EGCS, also known as “scrubbers”, on certain ships across its fleet. The new systems are aimed at improving the ships’ environmental footprint by significantly reducing emissions, including sulfur oxides and particulate matter, and improving air quality.
Our Company is committed to continually exploring additional avenues to further reduce its footprint and protect and preserve the environment.
Sailing Safely
The health, safety and well-being of our guests and crew is our highest priority, not only on board our ships, but also in every destination we visit. We take great effort to maintain a healthy, safe and clean environment and have a stringent 24/7/365 public health and safety program in place. In response to the pandemic, we further strengthened our already rigorous health and safety protocols and established our SailSAFE health and safety program which was developed under the guidance of a team of globally recognized scientific and public health experts.
24 / [MISSING IMAGE: lg_norwegian.jpg]

CORPORATE GOVERNANCE
Our SailSAFE program is centered around three key pillars: (i) safety for our guests and crew, (ii) safety aboard our ships and (iii) safety ashore. Underscoring these pillars are thorough mobilization and response plans. When we returned to cruising in 2021, all guests and crew were required to be fully vaccinated, except where there were valid medical or religious exemptions.
In addition to the Healthy Sail Panel formed in 2020, we established the SailSAFE Global Health and Wellness Council in 2021. This Council, chaired by Dr. Scott Gottlieb, provides expert advice on the implementation, compliance with and continuous improvement of the SailSAFE program. The Council was created to complement the work of the Healthy Sail Panel to prepare for the safe resumption of cruise voyages and will continuously evaluate and identify ways to evolve health and safety standards utilizing the best technologies and information available.
Strengthening our Communities
Dedication to family and community is one of our Company’s core values. We support the global communities where we live and work through volunteerism and charitable giving throughout the year. In 2021, we donated over $12 million in cash, cruise and other in-kind donations to various important causes.
In April 2021, we donated $100,000 in Visa gift cards to help support the cruise members of the International Longshoremen’s Association Local 1416 which saw 60% of their business wiped out nearly overnight due to the pandemic. The International Longshoremen’s
Association Local 1416 has provided Long Shore Labor for the Miami-Dade County PortMiami for over 85 years. Longshoremen load and unload trains and ships from all over the world, including freighters and cruise ships. Local 1416 is a pillar of the local community, providing middle-class jobs and holding a historic position as the oldest Black union in Florida.
In May 2021, we provided $10 million of cash support to Alaska port communities and organizations severely impacted by the ongoing cruise voyage suspension. Sixty percent of all tourism in Alaska is generated through cruise, which had been halted for more than a year, significantly impacting small businesses reliant on cruise tourism.
We also provided $1 million of support to Jamaica to assist in COVID-19 recovery efforts. Jamaica was heavily reliant on tourism and saw a significant economic impact from the COVID-19 pandemic, especially due to the lack of cruise tourism for more than a year.
Team members also play an important role in our efforts and in 2019, donated over 1,000 hours giving back to our communities through events such as beach clean ups, Habitat for Humanity projects, and dinner services at the Camillus House Campus emergency housing facility. While in-person volunteer opportunities were limited in 2020 and 2021 due to the pandemic, we continued to give back including completing an all-virtual toy drive. To further support our community involvement efforts, in 2021, we began providing a paid volunteer day for U.S. shoreside team members.
Succession Planning
   
Succession planning is part of our culture. We have a year-round focus on providing team members with opportunities to develop their leadership skills and add to our bench of talent through various training initiatives. Our Nominating and Governance Committee, President and Chief Executive Officer and Executive Vice President, 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 work with a third-party advisor to facilitate the succession planning process, the creation of
development plans for senior leaders to help prepare them for future succession and contingency plans in the event our President and Chief Executive Officer is unable to serve for any reason, including death or disability. Members of management are also regularly invited to make presentations at Board and committee meetings and meet with directors in informal settings to allow our directors to form a more complete understanding of our executives’ skills and character. This process culminates in an annual review of potential successors and future leadership with the entire Board.
Hedging, Pledging and Short Sale Prohibitions
   
We have an insider trading policy, which, among other things, prohibits our senior officers, which includes those team members in positions at the Vice President and above level, and the members of our Board from engaging in any speculative transactions or in
transactions that attempt to hedge or offset any decrease in the market value of our securities, including but not limited to put options, prepaid variable forwards, equity swaps and collars. Additionally, our insider trading policy prohibits senior officers, including our NEOs, and
 2022 Proxy Statement / 25

CORPORATE GOVERNANCE
directors from engaging in short sales of our securities or engaging in transactions involving Company-based derivative securities, including, but not limited to, trading in Company-based put option contracts, transacting in straddles, and the like. All other employees are strongly discouraged from engaging in the transactions described
above. We also have a policy that prohibits senior officers and members of our Board from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan. All other employees are strongly discouraged from engaging in the transactions described above.
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.nclhltd.com/investors, under “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.nclhltd.com/investors, to the extent required by applicable rules of the NYSE and rules and regulations of the SEC.
Corporate Governance Materials
   
Our Board has adopted Corporate Governance Guidelines, which provide the framework for the governance of our Company and represent our Board’s current views with respect to selected corporate governance issues considered to be of significance to our shareholders. The Corporate Governance Guidelines direct our Board’s actions with respect to, among other
things, Board composition, director qualifications and diversity considerations, director independence, Board committees, succession planning and the Board’s annual performance evaluation. A current copy of the Corporate Governance Guidelines is posted under “Governance” on our website at www.nclhltd.com/investors.
Communicating with the Board
   
Shareholders and other interested parties may send written communications to our Board or to specified individuals on our Board, including the Chairperson of our Board or all independent directors as a group, c/o Norwegian Cruise Line Holdings Ltd.’s General Counsel and Assistant Secretary at 7665 Corporate Center Drive, Miami, Florida 33126. All mail received will be opened and communications from verified shareholders that relate to matters that are within the scope of the responsibilities of our Board, other than solicitations, junk mail and frivolous or inappropriate
communications, will be forwarded to the Chairperson of our Board or any specified individual director or group of directors, as applicable. If the correspondence is addressed to our Board, the Chairperson will distribute it to our other Board members if he determines it is appropriate for our full Board to review. In addition, if requested by shareholders, when appropriate, the Chairperson of our Board or other appropriate independent director will also be available for consultation and direct communication with shareholders.
26 / [MISSING IMAGE: lg_norwegian.jpg]

DIRECTOR COMPENSATION
Director Compensation Program
   
Our Board is focused on attracting and retaining members with the expertise, background and experience needed to lead our Company. Under our Directors’ Compensation Policy, each member of our Board who was not employed by us was entitled to receive the following cash compensation for their role on the Board, committees or oversight roles during 2021, as applicable:
Type of Retainer or Fee
Amount
Annual Cash Retainer $ 100,000
Out-of-Country Meeting Attendance(1) $ 10,000
Chairperson of the Board $ 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
SailSAFE Global Health and Wellness Council
Oversight Fee(3)
$ 75,000
(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.
(3)
Annual retainer paid quarterly to the Chairperson of our TESS Committee for her oversight role as a Board liaison to our Company’s SailSAFE Global Health and Wellness Council.
All annual retainers were pro-rated for partial years of service and payable in four quarterly installments. Each of our directors was also reimbursed for reasonable out-of-pocket expenses for attendance at Board and committee meetings.
Our directors had the right to elect to receive their $100,000 annual cash retainers in the form of a restricted share unit (“RSU”) award in lieu of cash. Any such RSU award was automatically granted on the
first business day of the calendar year and vested in one installment on the first business day of 2022.
In addition, each director was entitled to receive an annual RSU award on the first business day of 2021 valued at $155,000 on the date of the award. Each director’s annual RSU award vested in one installment on the first business day of the calendar year following the year the award was granted. Each director’s annual RSU award would have been pro-rated if the director joined our Board after the first business day of the given year.
To enhance their understanding of our products, each director was invited to take one cruise with a guest of their choice on one of our Company’s brands annually. The director was responsible for taxes and certain fees and any onboard spending.
Mr. Dahnke, who resigned in March 2021, elected not to receive equity compensation for his service on our Board in 2021. Mr. Del Rio, as an employee of our Company, was not entitled to receive any additional fees for his services as a director.
Following consultation with our Compensation Committee’s independent compensation consultant, FW Cook, and to facilitate our Board’s mission of attracting and retaining highly skilled directors, our Board determined it was appropriate to increase the following retainers effective January 1, 2022: annual equity retainer increased to $195,000, Chairperson of our Board increased to $175,000, Chairperson of our Compensation Committee increased to $30,000, Chairperson of our TESS Committee increased to $25,000, Audit Committee member increased to $20,000. Our Board also discontinued the SailSAFE Global Health and Wellness Council Oversight Fee beginning in 2022.
The following table presents information on compensation to the following individuals for the services provided as a director during the year ended December 31, 2021.
 2022 Proxy Statement / 27

DIRECTOR COMPENSATION
2021 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) 135,054
154,981
290,035
Adam M. Aron 100,000
154,981
254,981
John W. Chidsey 140,000
154,981
294,981
Harry C. Curtis 35,000
38,734
73,734
Scott Dahnke(5) 18,889
18,889
Stella David(4) 106,739
154,981
261,720
Russell W. Galbut 225,000
154,981
379,981
Mary E. Landry 205,000
154,981
359,981
Chad A. Leat 89,511
154,981
244,492
Pamela A. Thomas-Graham
92,813
154,981
247,793
(1)
Mr. Abram’s compensation relates to his role as Chairperson of our Nominating and Governance Committee through August 29, 2021, Chairperson of our Audit Committee commencing August 30, 2021, and as a director. Mr. Aron’s compensation relates to his role as director. 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. Curtis’s compensation relates to his role as an Audit Committee member and as a director commencing October 13, 2021. Ms. David’s compensation relates to her role as Chairperson of our Nominating and Governance Committee commencing August 30, 2021, and as a director and any cash payments were converted from dollars to pounds as of the exchange rate at the end of each applicable quarter. Mr. Galbut’s compensation relates to his role as Chairperson of our Board and as a director. Ms. Landry’s compensation relates to her role as Chairperson of the TESS Committee, her Board oversight role on the SailSAFE Global Health and Wellness Council and as a director. Mr. Leat’s compensation relates to his role as Chairperson of our Audit Committee and as a director until August 30, 2021. Ms. Thomas-Graham’s compensation relates to her role as an Audit Committee member and as a director through October 21, 2021. Mr. Dahnke’s compensation relates to his role as a director through March 9, 2021. No other directors received any form of compensation for their services in their capacity as a director during the 2021 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 2021. The grant date fair value for the RSU awards was calculated as equal to the $23.73 closing price of our ordinary shares on the date of grant, January 4, 2021, or in the case of Mr. Curtis, the $26.53 closing price of our ordinary shares on October 13, 2021.
(3)
None of our non-employee directors held any outstanding options or restricted shares as of December 31, 2021. As of December 31, 2021, our non-employee directors held the following unvested RSUs:
Name
Unvested
RSUs
David M. Abrams 8,638
Adam M. Aron 6,531
John W. Chidsey 6,531
Harry C. Curtis 1,460
Scott Dahnke
Stella David 10,745
Russell W. Galbut 6,531
Mary E. Landry 6,531
Chad A. Leat
Pamela A. Thomas-Graham
(4)
Ms. David elected to receive her full annual retainer in the form of RSU awards. Accordingly, she received 4,214 RSUs in lieu of her annual retainer for 2021. Mr. Abrams elected to receive $50,000 of his full annual retainer in the form of RSU awards. Accordingly, he received 2,107 RSUs in lieu of $50,000 of his annual retainer for 2021. 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.
(5)
Any cash compensation payable to Mr. Dahnke was paid directly to a non-investment fund affiliate of his employer.
28 / [MISSING IMAGE: lg_norwegian.jpg]

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. The share ownership policy requires non-employee directors who receive compensation from our Company to own a number of our ordinary shares equal to three times their annual cash retainer, with such values determined annually based on the average daily closing price of our ordinary shares for the previous calendar year.
Non-employee directors have five years from their appointment to meet the requirements of the share ownership policy and are required to retain 50% of the net after-tax shares received in respect of equity awards until they are in compliance. All of our non-employee directors who receive compensation for their service as a director have exceeded or are on track to meet their objectives within the five-year period.
 2022 Proxy Statement / 29

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.
Our Compensation Committee made several changes to our compensation program in 2021 in response to our 2021 Say-on-Pay Vote and requests from our shareholders.
Shareholders are strongly encouraged to read the “Compensation Discussion and Analysis,” which discusses in detail how our compensation policies and practices implement our compensation philosophy.
We are asking our shareholders to indicate their support for our NEOs’ compensation as described in this Proxy Statement. The vote on this resolution, commonly known as a “Say-on-Pay Vote”, is not intended to address any specific element of compensation; rather, the vote relates to the overall compensation of our NEOs. The vote is advisory, which means that the vote is not binding on our Company, our Board or our Compensation Committee. However, our Compensation Committee, which is
responsible for designing and overseeing our executive compensation program, values the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our NEOs.
Pursuant to the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our Board requests your advisory vote on the following resolution at the Annual General Meeting:
RESOLVED, that the shareholders of our Company approve, on an advisory basis, the overall compensation of our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosures set forth in the Proxy Statement for this Annual General Meeting.
Our current policy is to provide our shareholders with an opportunity to approve the compensation of our NEOs each year at the annual general meeting of shareholders. It is expected that the next such vote will occur at the 2023 annual general meeting of shareholders.
Board Recommendation
   
[MISSING IMAGE: ic_checkbox-k.jpg]
OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
30 / [MISSING IMAGE: lg_norwegian.jpg]

EXECUTIVE COMPENSATION
A Letter from Our Compensation Committee Chairperson
   
April 28, 2022
Dear Fellow Shareholders,
I joined our Board in October 2021, during the most challenging period in our, and the broader cruise industry’s history. Having carefully studied the industry for years as an equity analyst, it has been difficult to witness the unprecedented impact of the COVID-19 pandemic on our Company and its shareholders.
I became Chairperson of the Compensation Committee in January 2022. While I did not participate in developing the 2021 compensation programs disclosed in this Proxy Statement, I took the opportunity to gain as much knowledge as possible about the rationale behind the Compensation Committee’s decisions from the former Chairperson of our Compensation Committee, John Chidsey.
John emphasized that the 2021 compensation programs were designed to address the concerns that shareholders expressed during a significant engagement process following the 2021 proxy season. In response to shareholder feedback, our Company prioritized performance-based pay in the 2021 compensation program by using financial, operational, and share price goals that focused our management team on positioning our Company for sustained success once the operating environment improved. Importantly, the 2021 compensation programs avoided non-performance-based pay elements including modifications to mid-performance cycle incentive plans and off-cycle retention grants and payments. Additional shareholder-aligned changes to the 2021 compensation programs included adding a stretch share price appreciation metric to our President and Chief Executive Officer’s annual PSU award, as well as increasing the performance period for PSUs from two to three years. Although traditional financial performance metrics were difficult to set while our operations were still suspended due to regulations and the public health environment, our Compensation Committee selected performance metrics that would support our strategic goals and long-term growth strategy and focus our management team on laying the groundwork for a recovery in our business. We expect to return to using more traditional financial metrics as the operating environment continues to stabilize.
Since I took over as Chairperson in 2022, I’ve made it a top priority to attend as many engagement calls as possible so that I could hear about what shareholders would like to see in our compensation program going forward, directly from you. I’m excited to share the details of what we’ve been working on for 2022 during next year’s proxy season, including the addition of an ESG metric focused on setting emissions reduction targets and the introduction of new financial metrics to our annual cash performance incentive.
We operate in an industry that requires thoughtful, experienced, nimble management teams who are able to navigate through unprecedented business challenges. I, along with the rest of the Board, want to do everything in our power to make sure we have a strong, dedicated and motivated management team to help steer us to smoother waters. Our management team has been tireless in their commitment to position our Company for a full recovery that will maximize shareholder value. Some of their important accomplishments have included returning 26 of our 28 ships to service, with the full fleet expected to be operating by Spring 2022, designing the industry leading SailSAFE health and safety program, extending debt maturities while lowering cash interest expense, retaining employees who are critical to our Company’s recovery, ensuring continued progress on our nine newbuild ships on order, and releasing our inaugural ESG report, which presents our long-term sustainability goals. We remain committed to a pay-for-performance culture that aligns the interests of our management team with our shareholders. We believe that the changes made to our 2021 compensation programs demonstrate our commitment to paying for performance and listening to you, our shareholders.
Thank you for your continued support.
[MISSING IMAGE: ph_harryccurtis-4c.jpg]
Sincerely,
Harry C. Curtis, Chairperson of the Compensation Committee
 2022 Proxy Statement / 31

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
   
The Great Cruise Comeback
After enduring nearly 500 days of suspended cruise operations due to the COVID-19 pandemic, our long-awaited Great Cruise Comeback officially commenced on July 25, 2021, with Norwegian Jade operating Greek Isles voyages out of Athens. We began 2021 with no ships in operation, but by the end of 2021, we successfully restarted 16 of our 28 ships, representing approximately 70% of our berth capacity, as part of our phased voyage resumption plan. Currently, 26 of our ships have resumed operations and we expect to return the remaining two ships to service during Spring 2022. The monumental task of recrewing and provisioning these ships, redeveloping itineraries in an ever-evolving public health environment and retraining our valued crew members on new health and safety protocols was the result of the unwavering dedication and hard work of our team members across the globe.
During this transitional year, our Board and management team focused on:

returning our ships to revenue generating cruises while maintaining the health and safety of our guests and crew,

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

pivoting to our medium and long-term financial recovery plan which included pursuing opportunistic refinancing, and

enhancing our commitment to drive a positive impact on society and the environment through our global sustainability program, Sail & Sustain.
[MISSING IMAGE: tm2212190d1-tbl_safely4c.jpg]
Shareholder Outreach Regarding Compensation Program
We believe that a continuous engagement program is an integral part of delivering value to our shareholders. We maintain an active, year-round engagement program regarding finance, strategy and ESG topics which provides our shareholders with access to various members of our executive team and our Board.
At our 2021 Annual General Meeting, approximately 16.6% of our shareholders approved, on an advisory basis, the compensation of our NEOs in 2020. We were disappointed in this result as the unprecedented and disproportionate impacts of the COVID-19 pandemic on our Company and industry drove the Compensation Committee to temporarily make changes to our compensation program to promote the stability and
32 / [MISSING IMAGE: lg_norwegian.jpg]

EXECUTIVE COMPENSATION
resilience of our Company. We engaged directly with our shareholders to discuss our compensation program in the Spring of 2021, both before and after our 2021 Annual General Meeting.
In response to our 2021 Say-on-Pay Vote, we further enhanced our engagement efforts by initiating additional compensation-related conversations with our shareholders from Summer 2021 through Spring 2022. Our former Chairperson of the Compensation Committee, Mr. Chidsey, participated in the engagement in 2021, while our new Chairperson of the Compensation Committee, Mr. Curtis, participated in calls during 2022, following his appointment to the position.
We initiated engagement about our compensation program with 40 of our top institutional holders, which included each institutional holder that held more than 0.5% of our outstanding shares as of year-end 2021. In some cases, the engagement efforts spanned multiple calls.
The results of this outreach were shared with the entire Board. The key feedback we received from shareholders at these meetings and our responses to the feedback included:
Investor Feedback
WHAT WE HEARD
HOW WE RESPONDED
[MISSING IMAGE: tm2212190d1-icon_messager4c.jpg]
Overall total reported compensation for the President and CEO in 2020 was too high
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.jpg]
President and CEO’s 2021 reported compensation reduced by 46%
[MISSING IMAGE: tm2212190d1-icon_messager4c.gif]
Did not support special retention grants
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.gif]
No special retention grants awarded in 2021
[MISSING IMAGE: tm2212190d1-icon_messager4c.gif]
Did not support changes to long- and short-term incentive metrics mid-performance period
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.jpg]
No changes made to long- and short-term incentive metrics for 2021 after initial award date
[MISSING IMAGE: tm2212190d1-icon_messager4c.gif]
Prefer metrics with direct alignment to shareholder value
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.gif]
President and CEO’s 2021 grant includes a new stretch share price appreciation metric
[MISSING IMAGE: tm2212190d1-icon_messager4c.gif]
The performance period for equity awards should be increased
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.jpg]
Increased the performance period for 2021 equity awards to three years
[MISSING IMAGE: tm2212190d1-icon_messager4c.gif]
Encouraged fresh perspectives on the Compensation Committee
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.gif]
Two members of the Compensation Committee, including the Chairperson, were replaced with new members
[MISSING IMAGE: tm2212190d1-icon_messager4c.gif]
Include an ESG metric in the Company’s executive compensation program
[MISSING IMAGE: tm2212190d1-icon_tickmark4c.jpg]
Included an ESG metric related to emissions reduction goals in our 2022 annual cash incentive
 2022 Proxy Statement / 33

EXECUTIVE COMPENSATION
2021 Compensation Program Summary
[MISSING IMAGE: tm2212190d1-tbl_base4c.jpg]
2021 CEO Compensation in Focus
Our Compensation Committee made several changes to our President and Chief Executive Officer’s 2021 compensation in connection with feedback received from shareholders:

Reported total compensation reduced by 46% from 2020: Mr. Del Rio’s 2021 reported total compensation reflects a 46% reduction from 2020.

No non-performance-based cash payments other than base salary and limited perks: Mr. Del Rio did not receive any cash retention payments during 2021.

No special equity awards outside of the regular compensation program: Mr. Del Rio did not receive any special equity retention awards during 2021.

No changes to performance metrics for in-progress performance periods: Performance metrics for existing short- and long-term awards were not changed during 2021.

Added stretch share price appreciation metric to June 2021 annual equity grant: Metric requires our Company’s share price to double from December 31, 2020 price by December 31, 2023.

Increased length of performance period for PSUs granted in 2021: The length of the performance period for Mr. Del Rio’s June 2021 annual equity award was increased from two to three years.
34 / [MISSING IMAGE: lg_norwegian.jpg]

EXECUTIVE COMPENSATION
[MISSING IMAGE: tm2212190d1-bc_president4c.jpg]
*
Please refer to “Long-Term Equity Incentive Compensation” and “Named Executive Officer Awards” for additional information.
 2022 Proxy Statement / 35

EXECUTIVE COMPENSATION
2021 Named Executive Officers
Our NEOs for 2021 were:
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
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.
Elements of our Executive Compensation Program
Base Salaries
Each NEO is party to an employment agreement which provides a minimum base salary, subject to annual review by our Compensation Committee. Decisions regarding adjustments to base salaries are made at the discretion of our Compensation Committee, as all automatic base salary increases have been eliminated. Base salaries are used to attract and retain highly qualified executives. In reviewing base salary levels for our NEOs, our Compensation Committee considers the
following factors: job responsibilities, leadership and experience, value to our Company, the recommendations of our President and Chief Executive Officer (other than with respect to his own base salary) and the base salaries of executives in comparable positions at our Peer companies. Our Compensation Committee did not increase annual base salaries for 2021, but annual base salaries in 2021 reflect the discontinuation of the 20% reduction implemented during 2020.
NEO
2020
Base Salary(1)
2021
Base Salary(2)
Frank J. Del Rio $ 1,527,541
$1,797,041
Mark A. Kempa $ 594,044
$698,849
T. Robin Lindsay $ 594,044
$698,849
Jason Montague $ 594,044
$698,849
Harry Sommer $ 594,044
$698,849
(1)
For 2020, in order to preserve liquidity during the COVID-19 pandemic, our Compensation Committee, with the agreement of our NEOs, reduced annual base salaries for our NEOs by 20% beginning March 30, 2020.
(2)
The temporary pandemic-related 20% base salary reduction was discontinued, effective January 4, 2021.
Annual Performance Incentives
Each of our NEOs is eligible for an annual cash performance incentive based on the attainment of performance objectives for the fiscal year. Annual cash performance incentives ensure that a portion of our NEOs’ annual compensation is at risk, based on our performance against pre-established, objective targets. Our Compensation Committee uses annual cash performance incentives to motivate our NEOs to achieve our annual financial objectives and to attract and retain top executives.
Target Annual Cash Performance Incentive Opportunities.   Our Compensation Committee annually establishes each NEO’s, other than Mr. Del
Rio’s, annual cash performance incentive opportunity by evaluating a variety of factors, including: (1) scope of responsibilities and position, (2) expertise and experience, (3) potential to achieve business objectives, (4) competitive compensation market data, including the bonus opportunities provided by our Peer Group (as defined below), (5) ability to create shareholder value and (6) recommendations of our President and Chief Executive Officer. Mr. Del Rio’s annual cash bonus opportunity was developed by our Compensation Committee in connection with his employment agreement; however, the performance metrics are determined by our Compensation Committee each year, as discussed below.
36 / [MISSING IMAGE: lg_norwegian.jpg]

EXECUTIVE COMPENSATION
Corporate Performance Measures.   Each year, our Compensation Committee establishes the performance objectives for the annual cash performance incentives. The performance objectives are based on financial performance at the consolidated NCLH level as our Compensation Committee believes this structure most closely aligns the interests of our NEOs and our shareholders. The actual annual cash performance incentive earned by our NEOs is determined by our Compensation Committee based on the level of achievement of the pre-established corporate performance objectives. After the end of the year, our Compensation Committee reviews our actual performance against the target levels. Our Compensation Committee is required by our Plan terms to exercise its judgment whether to reflect or exclude the impact of extraordinary, unusual or infrequently occurring, or unforeseen events in determining the extent to which the performance measures are met.
Our Compensation Committee selected an average Annual Performance Incentive Adjusted NCC of $135 million or less per month from January 2021 through December 2021 as the performance metric for our annual cash performance incentives. Our target was designed based on the result of pro-forma modeling which was reviewed by our Board and Compensation Committee. A definition of this metric is provided in “Terms Used in this Proxy Statement.” At the time the
metric was selected, our cruise operations were still suspended, and we did not have any assurances of when we’d be able to resume regular voyages. However, our Compensation Committee was hopeful that cruise operations might resume in 2021 which would increase our costs, making the metric harder to achieve than it had been in the prior year. Our Compensation Committee selected this metric to motivate our management team to continue to conserve cash during the suspension of cruise operations which eventually resumed in July 2021. Our Compensation Committee believed that cash conservation was the most important financial goal that all members of the management team could contribute to during the suspension of operations and which would most directly correlate to shareholder value during the unprecedented crisis. Furthermore, the Compensation Committee believed it was important to focus the management team on continuing to operate as efficiently as possible once operations resumed. In setting this metric our Compensation Committee determined that there should not be any upside opportunity for any NEO for outperformance relative to target, as our Compensation Committee capped each NEO’s bonus payment at target.
The following table summarizes the Annual Performance Incentive Adjusted NCC performance level and related payout opportunities. If the target level established was not achieved, no payouts would have been made.
Name
Target
Average Annual Performance Incentive
Adjusted NCC ≤ $135 million per
month
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%
From January 2021 through December 2021, our average Annual Performance Incentive Adjusted NCC per month was ~$114 million, which reflected more savings than targeted and resulted in a payout at 100% of target. Even during the suspension of cruise voyages our ships require continuous maintenance and upkeep.
This reduction in expense was the result of significant efforts by the management team to both reduce costs during the suspension of operations and to maintain cost discipline as we began our phased restart of operations in July 2021.
Long-Term Equity Incentive Compensation
The following table summarizes the equity awards our Compensation Committee granted in 2021 and how they accomplish our compensation objectives. Our Compensation Committee did not award any equity to our NEOs outside of the regular annual grants. However, our Compensation Committee delayed the timing of our annual equity awards from March 2021 to June 2021 to allow our shareholders to approve an increase in our authorized shares during our 2021 Annual General Meeting.
 2022 Proxy Statement / 37

EXECUTIVE COMPENSATION
Components of Long-Term Equity
Incentive Compensation
What It Is
Why We Use It
2021 Weighting
Regular-cycle PSUs (performance share units), granted June 2021
Opportunity to receive a specified number of shares based on achievement of performance objectives determined by our Compensation Committee.
Includes an additional service requirement following the end of the performance period.
Focuses our NEOs on the achievement of key performance objectives over a multi-year period.
Serves as a retention incentive.
CEO: 60% of total target June 2021 equity award
Other NEOs: 33.3% of total target June 2021 equity award
Regular-cycle RSUs (restricted share units), granted June 2021
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 June 2021 equity award
Other NEOs: 66.7% of total target June 2021 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 or other circumstances.
We use the terms target grant value and target award value for the PSUs and RSUs to describe the grant value approved by our Compensation Committee, which was historically equal to the target number of PSUs or RSUs awarded multiplied by the closing market price (or an average of closing market prices three days prior to the grant date) of our shares on the date of grant. This target grant value may in some cases be different than the accounting value of the PSU or RSU awards that we are required to report in the executive compensation tables that are included below.
In connection with the Compensation Committee’s decision to delay the annual equity awards from March 1, 2021 to June 11, 2021 in order to provide time for the Company’s shareholders to authorize an increase to the Company’s authorized shares, the Compensation Committee determined that it would be appropriate to use the closing share price on March 1, 2021 (or in the case of our NEOs other than our CEO, the average of the closing share prices on February 24, 25 and 26, 2021) to determine the number of shares each NEO would be granted based on their target award values to prevent any disadvantage to the NEOs due to the delay in the timing for the grant. Consequently, the grant date fair values of the President and Chief Executive officer’s target $10 million annual grant and each NEO’s target $2 million annual grants are reported at a higher value in the “2021 Summary Compensation Table” based on the higher closing stock price of $32.23 on June 11, 2021 versus the lower closing stock price of $29.85 on March 1, 2021 or the average of the closing share prices on February 24, 25 and 26, 2021, $29.86, respectively.
Named Executive Officer Awards
Regular-Cycle President and Chief Executive Officer Awards.   Our President and Chief Executive Officer’s equity award for 2021 is described below and definitions
of capitalized terms can be found in “Terms Used in this Proxy Statement”:
38 / [MISSING IMAGE: lg_norwegian.jpg]

EXECUTIVE COMPENSATION
President and Chief Executive Officer’s
2021 Equity Grant
Awarded 6/11/21
[MISSING IMAGE: tm2212190d1-fc_psus4c.jpg]
In order to provide Mr. Del Rio with competitive, ongoing, long-term incentives that drive strong financial performance, and pursuant to his amended employment agreement from October 2020, Mr. Del Rio was entitled to an annual target award of RSUs and PSUs worth $10 million as of the date of the award. As disclosed above, the reported value for his annual target award exceeds $10 million due to the Compensation Committee’s decision to use the closing stock price of $29.85 on March 1, 2021 to determine the number of shares he received. Additionally, the “stretch” metric of his award which requires the Company to achieve a trailing 30-day average closing price as of and including December 31, 2023 of $50.86 or more is reported in the “2021 Summary Compensation Table” at an amount over target due to the application of accounting principles. Such annual award was 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. Our Compensation Committee chose to retain the March 1 vesting dates for the awards to avoid disadvantaging Mr. Del Rio as we typically grant awards in March of each year.
Mr. Del Rio’s PSU award did not include a threshold metric. Our Compensation Committee chose the target metric because our ships require continuous maintenance and upkeep. Due to pressure on the broader cruise ecosystem, maintaining the vessels in our fleet has become and may continue to be more challenging. For example, it has become more difficult to schedule maintenance and repair with our shipyards on our desired timeframe due to COVID-19 protocols, travel restrictions, the impact of hostilities, inflation and supply chain disruption.
Our Compensation Committee chose the stretch metric because it represented a doubling of the Company’s share price from $25.43, the closing share price of the Company’s shares on December 31, 2020. Our Compensation Committee implemented this metric in response to requests from shareholders and because in a time when it was still challenging to forecast reliable performance targets due to the uncertainty surrounding the COVID-19 pandemic, our Compensation Committee felt that this metric most closely aligned the President and Chief Executive Officer with the interests of shareholders.
Regular-Cycle Other NEO Awards.   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 performance and continued service through March 1, 2024 and time-based RSUs that vest in three equal, annual installments. Our other NEOs’ equity awards for 2021 are described below.
 2022 Proxy Statement / 39

EXECUTIVE COMPENSATION
Other NEOs’
2021 Equity Grants
Awarded 6/11/21
[MISSING IMAGE: tm2212190d1-fc_target4c.jpg]
Our other NEOs’ PSU awards did not include a threshold metric. Our Compensation Committee chose the target metric for the PSU awards made to our other NEOs for the reasons described above and to create consistency with our President and Chief Executive Officer’s PSU target metric. The stretch metric our Compensation Committee chose for our other NEOs was selected as the Committee felt that the delivery of our three newbuilds and appropriate financing arrangements to preserve cash would be critical elements of our Company’s success over the next three years. Historically, increases to our capacity through the acquisition of additional ships has translated to significant gains in revenue.
[MISSING IMAGE: tm2212190d1-bc_capacity4c.jpg]
Our Compensation Committee expects to return to more traditional financial metrics over time as the impacts from the COVID-19 pandemic subside and the Company’s ability to make forward-looking financial projections increases. The number of shares awarded was determined by dividing a target grant value of $2 million by the average closing share prices on February 24, 25 and 26, 2021. Our Compensation Committee chose to retain the March 1 vesting dates for the awards to avoid disadvantaging our other NEOs as we typically make awards in March of each year.
CEO and Other NEO Prior Year PSU Payout Results.   Each year, our Compensation Committee spends a significant amount of time determining the appropriate performance metrics to motivate our executive team. Our Compensation Committee began discussing the March 2020 PSU awards in the fall of 2019, met to officially approve the awards on February 20, 2020 and the awards were granted on March 2, 2020. At the time the March 2020 PSU awards were approved, the COVID-19 pandemic was still in its nascency. Our Company had cancelled, modified or redeployed approximately 40 voyages in Asia which we expected would result in a limited impact to our Adjusted EPS and Adjusted ROIC due to the fact that the pandemic was not impacting the bulk of our itineraries. Our Compensation Committee was not yet aware that the situation would deteriorate rapidly, ultimately resulting in a suspension of all of our cruise voyages from March 13, 2020 through July 24, 2021. Following the suspension, we began a phased resumption of cruise voyages gradually adding capacity until our full fleet’s expected resumption of service in Spring 2022. The March 2020 PSUs awarded to our President and Chief Executive Officer and other NEOs could be earned based on Adjusted EPS growth and average Adjusted
40 / [MISSING IMAGE: lg_norwegian.jpg]

EXECUTIVE COMPENSATION
ROIC for 2020 and 2021. The March 2020 PSUs were eligible to be paid out 0% to 200% based on stretch targets. The award agreements for the March 2020 PSUs required that our Adjusted EPS and Adjusted ROIC results be adjusted for certain extraordinary impacts that were outside of management’s control, including the direct and indirect impacts of pandemics, to the extent any of the enumerated categories impacted Adjusted EPS by 1% or more. After giving effect to the required adjustment for the direct and indirect impacts of the COVID-19 pandemic, our Compensation Committee determined that our average Adjusted EPS growth for 2020 and 2021 was 6.75% and our average Adjusted ROIC for 2020 and 2021 was 10.75%, resulting in a payout for the March 2020 PSUs at target or Mr. Del Rio earning 158,050 ordinary shares out of a possible 316,100 that could have been earned if maximum performance levels were achieved and each of our other NEOs earning 18,482 ordinary shares out of a possible 36,964 that could have been earned if the maximum performance levels were achieved. The March 2020 PSUs continue to be subject to time-based vesting through March 1, 2023.
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 reimbursement 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 consistent with his original employment agreement with Prestige.
Severance Arrangements and Change in Control Benefits
Each of our NEOs is employed pursuant to an employment agreement providing for severance payments and benefits upon an involuntary termination of the NEO’s employment by us without “cause” or by him for “good reason,” although Mr. Del Rio is not entitled to typical cash-based severance and his cash severance benefits are limited to a pro-rata bonus payment and reimbursement for continued medical coverage. The severance payments and benefits in each employment agreement were negotiated in connection with the execution of each employment agreement. In each case, our Compensation Committee determined that it was appropriate to provide the executive officer with severance payments and benefits under the circumstances in light of each of their respective positions with us, general competitive practices and as part of each of their overall compensation packages.
When negotiating each executive officer’s severance payments and benefits, our Compensation Committee took into consideration an analysis of the severance payments and benefits provided to similarly situated executives at our Peer Group companies. The severance payments and benefits payable to each of our NEOs upon a qualifying termination of employment generally include a cash payment based on a multiple of his base salary (other than Mr. Del Rio), a pro-rata portion of any annual cash incentive actually earned for the year of termination of employment, continuation or payment in respect of certain benefits and, in certain cases only, accelerated or continued vesting of outstanding equity awards. We do not believe that our NEOs should be
entitled to any cash severance payments or benefits merely because of a change in control of our Company. Accordingly, none of our NEOs are entitled to any such payments or benefits upon the occurrence of a change in control of our Company unless there is an actual termination (other than for “cause”) or constructive termination of employment for “good reason” just prior to or following the change in control (a “double-trigger” arrangement). Similarly, none of our NEOs are entitled to receive any automatic “single trigger” equity vesting upon the occurrence of a change in control of our Company, and severance protections for equity awards also require an actual termination (other than for “cause”) or constructive termination of employment for “good reason” just prior to or following the change in control.
No NEO is entitled to receive a “gross-up” or similar payment for any potential change in control excise taxes, and, depending on what results in the best after-tax benefit for the executive, benefits may be “cut back” instead in such circumstances.
The material terms of these payments and benefits, are described in the “Potential Payments Upon Termination or Change in Control” section below.
Peer Group
Our Compensation Committee believes that it is important to be informed about the pay practices and pay levels of comparable public companies with which
 2022 Proxy Statement / 41

EXECUTIVE COMPENSATION
we compete for top talent (our “Peer Group”). After considering the recommendations of FW Cook, our Compensation Committee determined that due to the significant impacts of the COVID-19 pandemic on the Company’s operations and financial performance and the broader effects of COVID-19 on the industries of many of our Company’s peers, that no changes would be made to our Company’s Peer Group for 2021. Our revenue of approximately $648 million in 2021 reflects an approximately 90% decrease from our revenue of approximately $6.5 billion in 2019. The decrease in revenue occurred because of the nearly 500 days of suspended cruise operations due to regulations and the public health environment. Because our Compensation Committee believes the impact to our
revenue will continue to lessen as the pandemic subsides, our Compensation Committee does not believe it would be beneficial to realign our peers with companies that have substantially lower revenues than our Company is expected to have once it fully resumes operations. Ultimately, the companies we compete with for talent will more closely reflect the companies included in our Peer Group pre-pandemic. Additionally, we need to attract and retain executives who can run businesses with the scope and scale our Company had pre-pandemic.
Our Peer Group for 2021 included the following companies:

Alaska Air Group, Inc.

Hyatt Hotels Corporation

Royal Caribbean Cruises Ltd.

Caesars Entertainment, Inc.

JetBlue Airways Corporation

Spirit Airlines, Inc.

Carnival Corporation

Las Vegas Sands Corp.

Travel + Leisure Co. (formerly, Wyndham Destinations, Inc.)

Darden Restaurants, Inc.

MGM Resorts International

Wynn Resorts, Limited

Expedia Group, Inc.

Marriott International, Inc.

YUM! Brands, Inc.

Hilton Worldwide Holdings Inc.

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

hotels, resorts and cruise lines,

airlines,

casinos and gaming,

restaurants and

internet and direct marketing retail.
We evaluated the companies in these categories by focusing on companies with market capitalizations ranging from approximately 0.3x to 3.0x our market capitalization and with revenues ranging from approximately 0.3x to 3.0x our trailing annual revenue measured as of October 2019.
Objectives and Philosophy of our Executive Compensation Program
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 providing a majority of compensation in equity and by choosing NCLH incentive compensation performance metrics that we believe drive long-term value for our shareholders.
42 / [MISSING IMAGE: lg_norwegian.jpg]

EXECUTIVE COMPENSATION
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 May 2021, approximately 16.6% of the votes cast were in favor of the 2020 compensation of our NEOs. We were disappointed in this result as the unprecedented and disproportionate impacts of the COVID-19 pandemic on our Company and industry drove the Compensation Committee to temporarily make changes to our compensation program to promote the stability and resilience of our Company. This vote was also in contrast to the results of our say-on-pay votes in prior years, where we received substantial support from shareholders on our say-on-pay votes. As described elsewhere in this Proxy Statement, we engaged in extensive shareholder outreach efforts following the 2021 Say-on-Pay Vote. In response to shareholder feedback, we made several changes to our executive compensation program that were designed to address shareholder concerns, and we also refreshed the constitution of our Compensation Committee (including appointing a new Chairperson).
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. In April 2022, following a holistic review of our share
ownership policy, our Board increased the amount required to be held by our Chief Executive Officer as demonstrated in the table below. The share ownership policy, which applies to all of our NEOs and certain executive officers, is as follows:
Position
Value of
Share
Ownership
Prior to
April 25,
2022*
Value of
Share
Ownership
Effective
April 25,
2022*
Chief Executive Officer
5 times annual base salary
Increased to 6 times annual base salary
Brand Presidents and Executive Vice Presidents
3 times annual base salary
3 times annual base salary
Senior Vice Presidents
1 times annual base salary
1 times annual base salary
*
Values are determined annually based on the average daily closing price of our ordinary shares for the previous calendar year.
All of our NEOs currently exceed the required share ownership amounts. Executive officers have five years from the date they first become subject to the share ownership policy to meet the requirements and are required to retain 50% of the net after-tax shares received in respect of equity awards until they are in compliance. Unexercised stock options and PSUs do not count towards the share ownership policy amounts unless, in the case of PSUs, the performance criteria have been met.
Clawback Policy
Under our clawback policy, our Board or Compensation Committee may, if permitted by law, require the reimbursement or cancellation of all or a portion of any equity awards or cash incentive payments to any current or former employee, including our NEOs, who received such incentive awards or payments if: (1) such employee received a payment of incentive compensation that was predicated upon the achievement of specified financial results that were the subject of a subsequent accounting restatement due to material non-compliance with any financial reporting requirement, or (2) such employee engaged in misconduct including certain violations of our Code of Ethical Business Conduct or breaches of any confidentiality, non-competition, or non-solicitation agreements such employee has entered into with us. Each prong of the policy is separate, and clawback is not limited to accounting restatements.
 2022 Proxy Statement / 43

EXECUTIVE COMPENSATION
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 provide 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.
44 / [MISSING IMAGE: lg_norwegian.jpg]

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*
Harry C. Curtis (Chair)
David Abrams
Russell W. Galbut
April 25, 2022
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.
*
Mr. Curtis joined and became Chairperson of our Compensation Committee on January 4, 2022. Mr. Abrams joined our Compensation Committee on January 4, 2022. Mr. John Chidsey was the Chairperson of our Compensation Committee until January 4, 2022. Mr. Chad Leat resigned from our Board and Compensation Committee on August 30, 2021. Ms. Stella David was a member of our Compensation Committee from August 30, 2021 until January 4, 2022.
 2022 Proxy Statement / 45

EXECUTIVE COMPENSATION TABLES
2021 Summary Compensation Table
   
The following table presents information regarding the compensation of each of our NEOs for services rendered during 2021, 2020 and 2019.
Name and Principal Position
Year
Salary
($)(1)
Bonus
($)
Stock
Awards
($)(2)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)(3)
All Other
Compensation
($)(4)
Total
($)
Frank J. Del Rio
President and Chief Executive Officer
2021 1,797,041 14,063,639 3,600,000 208,088 19,668,768
2020 1,527,541 2,824,495 17,952,220 3,600,000 10,476,999 36,381,255
2019 1,800,000 12,201,324 3,600,000 207,040 17,808,364
Mark A. Kempa
Executive Vice President and
Chief Financial Officer
2021 698,849 2,158,701 700,000 48,892 3,606,442
2020 594,044 282,425 4,165,500 700,000 48,783 5,790,752
2019 700,000 2,555,694 700,000 47,336 4,003,030
T. Robin Lindsay
Executive Vice President, Vessel Operations
2021 698,849 2,158,701 700,000 42,088 3,599,638
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
Jason Montague
President and Chief Executive Officer, Regent
2021 698,849 2,158,701 700,000 52,492 3,610,042
2020 594,044 578,001 4,435,454 700,000 52,383 6,359,882
2019 700,000 2,555,694 700,000 50,936 4,006,630
Harry Sommer
President and Chief
Executive Officer, Norwegian
2021 698,849 2,158,701 700,000 53,481 3,611,031
2020 594,044 507,803 4,435,454 700,000 52,327 6,289,628
2019 700,000 2,555,694 700,000 50,936 4,006,630
(1)
For 2021, the temporary pandemic-related 20% base salary reduction was discontinued, effective January 4, 2021.
(2)
For 2021, 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 2021. The fair value of the time-based RSUs is equal to the closing market price of our shares on the date of grant. The June 11, 2021 PSU awards granted to Mr. Del Rio vest between 0% and 200% based on performance and market conditions. The fair value of PSUs granted to Mr. Del Rio is reported based upon the closing market price of our shares on the grant date and the use of a Monte-Carlo simulation valuation technique to directly incorporate the market condition into the grant-date fair value of the award. The grant-date fair value of the award was 150.42% of the closing market price of our ordinary shares at the time of grant. The value of the annual PSU awards granted to Mr. Del Rio on June 11, 2021 assuming maximum achievement is $9,744,722. The June 11, 2021 PSU awards granted to Mr. Kempa, Mr. Lindsay, Mr. Montague and Mr. Sommer vest between 0% and 200% based on performance conditions. The fair value of PSUs granted to Mr. Kempa, Mr. Lindsay, Mr. Montague and Mr. Sommer is reported based on the probable outcome of the performance conditions at the time of grant, which was 100%, and the closing market price of our ordinary shares on the date of grant. The value of the annual PSU awards granted on June 11, 2021 assuming maximum achievement of 200% would have been as follows: Mr. Kempa, Mr. Lindsay, Mr. Montague and Mr. Sommer — $1,439,134. All RSUs and PSUs reported in this table were awarded under our Plan.
(3)
For 2021, 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 2021, as described in “Compensation Discussion and Analysis.”
46 / [MISSING IMAGE: lg_norwegian.jpg]

EXECUTIVE COMPENSATION TABLES
(4)
The following table provides detail for the amounts reported for 2021 in the “All Other Compensation” column of the table.
Name
Automobile
($)(a)
401(k)
Employer
Match
($)(b)
Executive
Medical
Plan
Premium
($)(c)
CEO
Benefits
($)(d)
Other
Benefits
($)(e)
Total
($)
Frank J. Del Rio 27,600 14,100 12,972 152,000 1,416 208,088
Mark A. Kempa 14,400 14,100 19,776 616 48,892
T. Robin Lindsay 14,400 14,100 12,972 616 42,088
Jason Montague 18,000 14,100 19,776 616 52,492
Harry Sommer 18,000 14,100 19,776 1,605 53,481
(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 reimbursement plan.
(d)
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.
(e)
Represents life insurance premiums and cruise benefits (including immediate family travel).
 2022 Proxy Statement / 47

EXECUTIVE COMPENSATION TABLES
Grants of Plan-Based Awards in 2021 Table
   
The following table presents all Plan-based awards granted to our NEOs during the year ended December 31, 2021.
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
2021 Annual Cash Performance Incentive
3,600,000
RSU Award(3)
6/11/21 134,003 4,318,917
PSU Award(4)
6/11/21 201,005 402,010 9,744,722
Mark A. Kempa
2021 Annual Cash Performance Incentive
700,000
RSU Award(3)
6/11/21 44,652 1,439,134
PSU Award(5)
6/11/21 22,326 44,652 719,567
T. Robin Lindsay
2021 Annual Cash Performance Incentive
700,000
RSU Award(3)
6/11/21 44,652 1,439,134
PSU Award(5)
6/11/21 22,326 44,652 719,567
Jason Montague
2021 Annual Cash Performance Incentive
700,000
RSU Award(3)
6/11/21 44,652 1,439,134
PSU Award(5)
6/11/21