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:

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Preliminary Proxy Statement

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

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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):

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No fee required.

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Fee paid previously with preliminary materials.

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

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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~~dedicated and passionate team members ~~committed~~provide unforgettable vacation experiences to ~~world-class hospitality and innovation.~~millions of guests each year. With a combined fleet of 2832 ships with ~~nearly 60,000~~approximately 66,500 berths, our brands offer itineraries to ~~more than 490~~approximately 700 destinations worldwide. We ~~also have nine custom-built~~welcomed three outstanding ships to our fleet in 2023: Vista for Oceania Cruises, Norwegian Viva and the Seven Seas Grandeur®. These deliveries marked a milestone for our Company as we had never taken delivery of three ships in one year during our 57-year history.

Our disciplined newbuild program continues with thirteen additional ships expected to be added to our fleet from 2025 through 2036. These newbuilds include new classes of ships ~~on order~~ for each of our Company’s three award-winning brands ~~which are scheduled~~and provides for ~~delivery from Summer 2022 through 2027.~~the steady introduction of cutting-edge vessels into our fleet that will solidify our long-term growth. It also allows us to significantly leverage our operating scale, strengthen our commitment to innovation and enhance our ability to offer our guests new products and experiences, all while providing opportunities to enhance the efficiency of our fleet.

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~~ships can enjoy The Haven, a key-card access enclave on the upper decks of select ships with luxurious suite accommodations, exclusive amenities including a private restaurant, bar, lounge, courtyard with pool, hot tub and fitness center, and 24/7 butler and concierge service.

~~Norwegian’s ships offer up~~

Norwegian Cruise Line has been breaking the boundaries of traditional cruising for over 57 years. Most notably, the cruise line revolutionized the industry by offering guests the freedom and flexibility to 28design their ideal vacation on their preferred schedule with no assigned dining ~~options~~ and ~~what we believe~~entertainment times and no formal dress codes. Oceania Cruises is the ~~widest array of entertainment~~world’s leading culinary- and destination-focused cruise line, which features the finest cuisine at ~~sea. Oceania Cruises’ award-winning onboard dining,~~

~~with multiple open seating dining venues, is~~sea and destination-rich itineraries that span the globe. As a ~~central highlight of its~~leader in luxury cruise ~~experience. Regent’s all-inclusive offering includes air transportation,~~experiences, Regent Seven Seas Cruises offers Unrivaled Space at Sea®. Unique to Regent, unlimited complimentary shore excursions ~~pre-cruise hotel stays (for concierge level~~are available in every port, which is just the beginning of an extensive list of included luxuries — from round-trip air and ~~above), specialty restaurants, premium spirits~~gourmet cuisine to unlimited WiFi and ~~fine wines, gratuities, Wi-Fi and other amenities.~~valet laundry service.

We are also focused on sustainable destination development and have created two private destinations to enhance the shore experience for our guests: Great Stirrup Cay in the Bahamas and Harvest Caye in ~~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~~ Most recently, we announced the ~~most popular itineraries for our guests. In 2021, we completed~~ construction of a ~~double-ship~~multi-ship pier in ~~Ward Cove, Ketchikan,~~Great Stirrup Cay, which is slated to break ground in summer 2024 and be completed in late 2025.

We recognize that our business is inextricably linked to the health of our planet and communities, and we continue to integrate sustainable priorities into our business strategy and objectives. Our global sustainability program, Sail & Sustain, is focused on driving a ~~second cruise pier at Icy Strait Point in partnership~~positive impact on society through five pillars: empowering people, reducing environmental impact, strengthening our communities, sailing safely and operating 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.integrity and accountability.

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7665 Corporate Center Drive

Miami, Florida 33126

NOTICE OF ~~2022~~2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS

When

Thursday, June ~~16, 2022,~~13, 2024 at 9:00 a.m. (Eastern time)

Where

Pullman Miami

5800 Blue Lagoon Drive

Miami, Florida 33126

Items of

Business

Proposal 1

~~Elect~~Election of the following director nominees to serve as Class ~~III~~II directors on our board of directors for the terms described in the attached Proxy ~~Statement~~Statement:

•

~~Frank J. Del Rio~~Stella David

•

Mary E. Landry

•

~~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~~2024 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~~2023 pursuant to the Bermuda Companies Act 1981, as amended, and our bye-laws

Consider any other business which may properly come before the ~~2022~~2024 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~~3, 2024

		How to Vote in Advance
		Your vote is important. Please vote as soon as possible by one of the methods shown below. Be sure to have your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials in hand:
					By telephone — You can vote your shares by calling the number provided in your proxy card or voting instruction form
					By Internet — You can vote your shares online at www.proxyvote.com
					By mail — Complete, sign, date and return your proxy card or voting instruction form in the postage-paid envelope provided
					~~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~~2023 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~~29, 2024

By Order of the Board of Directors,

[MISSING IMAGE: sg_danielsfarkas-4c.jpg]

Daniel S. Farkas

Executive Vice President,
General Counsel, Chief Development Officer and ~~Assistant~~ Secretary

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Cautionary Statement Concerning Forward-looking Statements and Website References

Some of the statements, estimates and projections contained in this Proxy Statement are “forward-looking statements” within the meaning of the U.S. federal securities laws, and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained, or incorporated by reference, in this Proxy Statement, including, without limitation, those regarding our business strategy, financial position, results of operations, objectives for future operations, expectations regarding expected fleet additions, plans or goals for our sustainability program and decarbonization efforts are forward-looking statements. Many, but not all, of these statements can be found by looking for words like “expect,” “anticipate,” “goal,” “project,” “plan,” “believe,” “seek,” “will,” “may,” “forecast,” “estimate,” “intend,” “future” and similar words. Forward-looking statements do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these risks, uncertainties and other factors include, but are not limited to, the impact of: adverse general economic factors, such as fluctuating or increasing levels of interest rates, inflation, unemployment, underemployment and the volatility of fuel prices, declines in the securities and real estate markets, and perceptions of these conditions that decrease the level of disposable income of consumers or consumer confidence; implementing precautions in coordination with regulators and global public health authorities to protect the health, safety and security of guests, crew and the communities we visit and to comply with related regulatory restrictions; our indebtedness and restrictions in the agreements governing our indebtedness that require us to maintain minimum levels of liquidity and be in compliance with maintenance covenants and otherwise limit our flexibility in operating our business, including the significant portion of assets that are collateral under these agreements; our ability to work with lenders and others or otherwise pursue options to defer, renegotiate, refinance or restructure our existing debt profile, near-term debt amortization, newbuild related payments and other obligations and to work with credit card processors to satisfy current or potential future demands for collateral on cash advanced from customers relating to future cruises; our need for additional financing or financing to optimize our balance sheet, which may not be available on favorable terms, or at all, and our outstanding exchangeable notes and any future financing

which may be dilutive to existing shareholders; the unavailability of ports of call; future increases in the price of, or major changes, disruptions or reduction in, commercial airline services; changes involving the tax and environmental regulatory regimes in which we operate, including new regulations aimed at reducing greenhouse gas emissions; the accuracy of any appraisals of our assets; our success in controlling operating expenses and capital expenditures; trends in, or changes to, future bookings and our ability to take future reservations and receive deposits related thereto; adverse events impacting the security of travel, or customer perceptions of the security of travel, such as terrorist acts, armed conflict, such as Russia’s invasion of Ukraine or the Israel-Hamas war, or threats thereof, acts of piracy, and other international events; public health crises, including the COVID-19 pandemic, and their effect on the ability or desire of people to travel (including on cruises); adverse incidents involving cruise ships; our ability to maintain and strengthen our brand; breaches in data security or other disturbances to our information technology systems and other networks or our actual or perceived failure to comply with requirements regarding data privacy and protection; changes in fuel prices and the type of fuel we are permitted to use and/or other cruise operating costs; mechanical malfunctions and repairs, delays in our shipbuilding program, maintenance and refurbishments and the consolidation of qualified shipyard facilities; the risks and increased costs associated with operating internationally; our inability to recruit or retain qualified personnel or the loss of key personnel or employee relations issues; impacts related to climate change and our ability to achieve our climate-related or other sustainability goals; our inability to obtain adequate insurance coverage; pending or threatened litigation, investigations and enforcement actions; volatility and disruptions in the global credit and financial markets, which may adversely affect our ability to borrow and could increase our counterparty credit risks, including those under our credit facilities, derivatives, contingent obligations, insurance contracts and new ship progress payment guarantees; any further impairment of our trademarks, trade names or goodwill; our reliance on third parties to provide hotel management services for certain ships and certain other services; fluctuations in foreign currency exchange rates; our expansion into new markets and investments in new markets and land-based destination projects; overcapacity in key markets or globally; and other factors set forth under “Risk Factors” in our most recently filed Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission. The above examples are not exhaustive

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PROXY SUMMARY

~~2022~~2024 Annual General Meeting of Shareholders

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider before casting your vote. We encourage you to read the entire Proxy Statement for more information about these topics prior to voting.


DATE AND TIME	PLACE	RECORD DATE
Thursday, June ~~16, 2022~~ 13, 2024 9:00 a.m. (Eastern Time)	Pullman Miami 5800 Blue Lagoon Drive Miami, Florida 33126	April ~~1, 2022~~3, 2024

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

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders may call toll-free: (888) 750-5834

Banks and Brokers may call collect: (212) 750-5833

Shareholder Voting Matters

							BOARD RECOMMENDATION
				Election of two Class ~~III~~II directors			FOR each director nominee
				Approval, on a non-binding, advisory basis, of the compensation of our named executive officers			FOR
				Approval of an amendment to our 2013 Performance Incentive Plan (our “Plan”), including an increase in the number of shares available for grant under our Plan			FOR
				Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the year ending December 31, ~~2022~~2024 and the determination of PwC’s remuneration by our Audit Committee			FOR
				~~To consider and vote upon one shareholder proposal described in this Proxy Statement, if properly presented~~			~~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.~~

~~The American Cancer Society’s mission is to save lives, celebrate lives, and lead the fight for a world without cancer.~~

~~2022~~ 2024 Proxy Statement / 1

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PROXY SUMMARY

Board Nominees

Class ~~III~~II (Term to Expire in ~~2025)~~2027)

Name

Age

Director
Since

Independent

Occupation

Committee
Memberships

Other Current
Public Company
Boards

Name

Age

Director
Since

Independent

Occupation

Committee
Memberships

Other Current
Public Company
Boards

Frank J. Del Rio

2015

President and Chief Executive Officer, Norwegian Cruise Line Holdings Ltd.

Stella David

2017

Former Chief Executive Officer, William Grant & Sons Limited

•

Nominating & Governance (Chairperson)

•

TESS(1)

•

Entain plc(2)

Harry C. Curtis

2021

Former Managing Director, Nomura Instinet

•

Compensation (Chair)

•

Audit

•

TESS*

Mary E. Landry

2018

Former Rear Admiral, U.S. Coast Guard

•

Compensation (Chairperson)

•

TESS

Directors Continuing in Office

Class I (Term Expires in ~~2023)~~2026)

Name

Age

Director
Since

Independent

Occupation

Committee
Memberships

Other Current
Public Company
Boards

Name

Age

Director
Since

Independent

Occupation

Committee
Memberships

Other Current
Public Company
Boards

David M. Abrams

2014

Founder and Co-Managing Partner, Velocity Capital Management

•

Audit (Chair)

•

Compensation

•

Nominating & Governance

David M. Abrams

2014

Founder and Co-Managing Partner, Velocity Capital Management

•

Audit

•

TESS

Russell W. Galbut (Chairperson)

2015

Managing Principal, Crescent Heights

•

Audit

•

Compensation

•

Black Spade Acquisition Co

Zillah Byng-Thorne

2022

Former Chief Executive Officer, Future plc

•

Audit

•

Compensation

•

Nominating & Governance

•

TrustPilot
Group plc(2)

•

M&C Saatchi
Group(2)

[MISSING IMAGE: ph_russellgalbut-4c.gif]

Russell W. Galbut
(Chairperson)

2015

Managing Principal, Crescent Heights

•

Nominating & Governance

Class IIIII (Term Expires in ~~2024)~~2025)

Name

Age

Director
Since

Independent

Occupation

Committee
Memberships

Other Current
Public Company
Boards

Name

Age

Director
Since

Independent

Occupation

Committee
Memberships

Other Current
Public Company
Boards

Adam M. Aron

2008

Chairman, Chief Executive Officer and President, AMC Entertainment Holdings, Inc.

•

AMC Entertainment Holdings, Inc.

José E. Cil

2023

Former Chief Executive Officer, Restaurant Brands International Inc.

•

TESS (Chairperson)

•

Audit

Stella David

2017

Former Chief Executive Officer, William Grant & Sons Limited

•

Nominating & Governance (Chair)

•

TESS

•

HomeServe plc**

•

Entain plc**

•

Domino’s Pizza Group plc**

Harry C. Curtis

2021

Former Managing Director, Nomura Instinet

•

Audit (Chairperson)

•

Compensation

Mary E. Landry

2018

Former Rear Admiral, U.S. Coast Guard

•

TESS (Chair)

•

Nominating & Governance

Harry Sommer

2023

—

President and Chief Executive Officer, Norwegian Cruise Line Holdings Ltd.

*
(1)

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

**
(2)

London Stock Exchange (LSE) listed

2 /

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PROXY SUMMARY

WHAT WE HEARD

HOW WE RESPONDED

Overall ~~total reported compensation~~pay should be reduced for the President and ~~CEO in 2020 was too high~~Chief Executive Officer

Our Compensation Committee re-aligned compensation for our new President and ~~CEO’s 2021 reported compensation reduced by 46%~~Chief Executive Officer and new brand Presidents beginning their roles in 2023 (see “Compensation Discussion and Analysis – 2023 Compensation Refreshment”)

~~Did not support special retention grants~~Shareholders advised that the 2023 Say-on-Pay Vote (as defined below) reflected their views of the 2022 compensation program and supported the improvements to the 2023 compensation program, which had been previewed in the prior Proxy Statement

~~No special retention grants awarded in 2021~~With the encouragement of our shareholders, our Compensation Committee carried the improvements to the 2023 compensation program into the 2024 compensation program

~~Did not support changes to long- and short-term~~Requested that the long-term incentive ~~metrics mid-performance period~~include an Adjusted ROIC metric

~~No changes made~~In direct response to ~~long-~~the 2023 Say-on-Pay Vote and ~~short-term~~shareholder feedback, replaced the forward booking metric with an Adjusted ROIC metric in our long-term incentive ~~metrics~~grants for ~~2021 after initial award date~~2024

~~Prefer metrics with direct alignment to shareholder value~~Discouraged the use of retention awards made in 2022

~~President and CEO’s 2021 grant includes a new stretch share price appreciation metric~~In direct response to the 2023 Say-on-Pay Vote, our Compensation Committee did not provide cash retention grants to NEOs in 2023

~~The performance period for equity awards should be increased~~

~~Increased the performance period for 2021 equity awards to three years~~

Encouraged fresh perspectives on ~~the~~our Company’s Compensation Committee

~~Two~~Appointed a new member of our Compensation Committee in late 2022 and a new member and Chairperson in 2023, with two former members ofleaving the Compensation Committee ~~including the Chairperson, were replaced with new members~~

Requested a return to financial metrics for incentive awards

2023 long- and short-term incentives are weighted towards Adjusted EBITDA, Adjusted EPS and forward booking metrics

2024 long- and short-term incentives are weighted towards Adjusted EBITDA, Adjusted EPS and Adjusted ROIC

Prefer three-year metrics in long-term incentive awards

2023 and 2024 PSU awards have three-year performance periods

Value of annual equity awards should not be guaranteed by contract

Our new President and Chief Executive Officer’s contract does not guarantee a value for annual equity awards, but does provide that any annual equity awards must be at least 50% performance-based

Peer group should be reevaluated

Reviewed peer group and made adjustments for 2023

Long-term incentives should be more heavily weighted towards performance for all NEOs

In 2023 and 2024, at least 50% of each NEO’s target annual equity awards were based on performance metrics

Encouraged the Compensation Committee to holistically review our compensation program

Our Compensation Committee appointed a new compensation consultant in September 2022 and, under the leadership of our new Chairperson, undertook a comprehensive review of our compensation program in 2023

The President and Chief Executive Officer is entitled to too many perks pursuant to his employment agreement

Our new President and Chief Executive Officer is not entitled to a travel expense, personal, or tax preparation allowance or country club dues in his employment agreement

Include ~~an ESG~~a sustainability metric in the Company’s executive compensation program

Included ~~an ESG metric~~sustainability metrics related to ~~emissions reduction~~climate action goals in our ~~2022~~2023 and 2024 annual cash incentive

6 /

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7665 Corporate Center Drive

Miami, Florida 33126

PROXY STATEMENT FOR THE ANNUAL GENERAL MEETING OF

SHAREHOLDERS TO BE HELD ON JUNE ~~16, 2022~~13, 2024

This proxy statement (“Proxy Statement”) is being furnished to you in connection with the solicitation of proxies by our ~~board of directors (our “Board”)~~Board to be used at our annual general meeting for ~~2022~~2024 to be held at the Pullman Miami, 5800 Blue Lagoon Drive, Miami, Florida 33126, on Thursday, June ~~16, 2022~~13, 2024 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~~2023 Annual Report to Shareholders, which includes our ~~2021~~2023 financial statements (“~~2021~~2023 Annual Report”), were first made available to shareholders on or about April ~~28, 2022.~~29, 2024.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON JUNE ~~16, 2022~~ 13, 2024
		The Notice of Annual General Meeting of Shareholders, this Proxy Statement and our ~~2021~~2023 Annual Report are available on our website at www.nclhltd.com/investors. The information that appears on our website is provided for convenience only and is not part of, and is not incorporated by reference into, this Proxy Statement. You can also view these materials at www.proxyvote.com by using the control number provided on your proxy card or Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).
					As permitted by the U.S. Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our shareholders primarily over the Internet. We believe that this process expedites shareholders’ receipt of these materials, lowers the costs of our Annual General Meeting and reduces the environmental impact of mailing printed copies.
		We are mailing to each of our shareholders, other than those who previously requested electronic or paper delivery, a Notice of Internet Availability containing instructions on how to access and review the proxy materials, including the Notice of Annual General Meeting of Shareholders, this Proxy Statement and our ~~2021~~2023 Annual Report, on the Internet. The Notice of Internet Availability also contains instructions on how to receive a paper copy of the proxy materials and a proxy card or voting instruction form. If you received a Notice of Internet Availability by mail or our proxy materials by e-mail, you will not receive a printed copy of the proxy materials unless you request one. If you received paper copies of our proxy materials, you may also view these materials on our website at www.nclhltd.com/investors or at www.proxyvote.com.

~~2022 Proxy Statement~~10 / 5 [MISSING IMAGE: lg_norwegian.jpg]

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

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

At the Annual General Meeting, shareholders will be asked to elect two directors to our Board as Class ~~III~~II

directors. Our Nominating and Governance Committee recommended, and our Board nominated, ~~Mr. Frank J. Del Rio~~Ms. Stella David and ~~Mr. Harry C. Curtis~~Ms. Mary E. Landry as our Class ~~III~~II director nominees. If elected, each of the nominees will serve until our ~~2025~~2027 annual general meeting and until ~~his~~her successor is elected and qualified, or until ~~his~~her earlier death, resignation, or removal.

If any of the nominees becomes unable or unwilling for good cause to serve if elected, shares represented by validly delivered proxies will either be voted for the election of a substitute nominee designated by our Board or our Board may determine to reduce the size of our Board. Each person nominated for election has consented to be named in this Proxy Statement and agreed to serve if elected. There are no family relationships between or among any of our executive officers, directors or director nominees.

2024 Proxy Statement / 11

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PROPOSAL 1 — ELECTION OF DIRECTORS

Directors Standing for Election

Class ~~III~~II Director Nominees (Term to Expire in ~~2025)~~2027)

~~FRANK J. DEL RIO~~
STELLA DAVID
Former Chief Executive Officer, William Grant & Sons Limited

Age: 61

Director Since: January 2017
Independent Director

Committees:

•

Nominating & Governance (Chairperson)

•

TESS

[MISSING IMAGE: ic_favoritenewbuild-4c.jpg]

Favorite Newbuild Feature:

“The Fabergé Egg on Seven Seas Grandeur®”

Qualifications and Experiences that Help us Deliver on Our Mission

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

Career Highlights

•

Interim Chief Executive Officer, Entain plc, a sports betting and gaming group: December 2023 – Present

•

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 ~~our~~the U.K., Irish, Dutch and African business: 1999 – 2004

Current Public Company Boards

•

Entain plc: March 2021 – Present (LSE listed)

Current Private Company Boards

•

Bacardi Limited: June 2016 – Present

Past Company Boards

•

Domino’s Pizza Group plc: February 2021 – December 2023 (LSE listed)

•

Vue International: January 2023 – December 2023

•

HomeServe Plc: November 2010 – November 2022 (LSE listed)

•

C&J Clark Limited: March 2012 – February 2021

•

Nationwide Building Society: 2003 – 2010

Education

•

Degree in Engineering, Cambridge University

12 /

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PROPOSAL 1 — ELECTION OF DIRECTORS

MARY E. LANDRY
Former U.S. Coast Guard Rear Admiral

Age: 67

Director Since: ~~August 2015~~June 2018
Independent Director

Committees:

•

Compensation Committee (Chairperson)

•

TESS

Favorite ~~NCLH Shore Excursion:~~Newbuild Feature:

“~~Staying~~The Bronze Bonsai Cherry Tree Sculpture on ~~board Norwegian Joy, Bliss or Encore and racing my grandkids on the go-kart track”~~Seven Seas Grandeur®”

~~Mr. Del Rio~~Qualifications and Experiences that Help us Deliver on Our Mission

Ms. Landry developed a strong background in marine safety, risk management and government policy over the course of her 35-year career with the U.S. government, including service on the White House National Security Council and active duty in the U.S. Coast Guard. In her roles with the U.S. Coast Guard and the White House, Ms. Landry worked on cybersecurity preparedness, policy and guidance. She brings ~~his extensive knowledge of~~expertise regarding the ~~cruise industry, entrepreneurial spirit and command of the day-to-day~~maritime operations of our Company and deep insight into our risk mitigation, preparedness, resilience and cybersecurity strategies to our Board. ~~He has served as an executive~~

Career Highlights

•

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

•

Various active-duty positions with the U.S. Coast Guard, including: Director, Incident Management Preparedness Policy: 2012 – 2015; Commander, Eighth Coast Guard District: 2009 – 2011, where she oversaw operations for a region including 26 states with over 10,000 active, reserve, civilian, and auxiliary personnel under her command; Director of Governmental and Public Affairs: 2007 – 2009; various tours from 1980 – 2007, which culminated in ~~the cruise industry for 29 years and has been responsible for navigating our Company through the impacts~~her advancement to Rear Admiral

Current Industry Boards

•

United States Automobile Association (“USAA”) – Chairperson of the ~~pandemic~~Compensation and ~~for~~Workforce Committee and member of 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~~Risk & Compliance Committee

•

~~Founder, Oceania Cruises and Chief Executive Officer, Prestige (or its predecessor): October 2002~~Sea Machines Robotics – ~~September 2016~~Advisory Board Member

•

~~Co-Chief Executive Officer, Executive Vice President and Chief Financial Officer, Renaissance Cruises: 1993~~National Association of Corporate Directors (“NACD”), Florida Chapter – ~~April 2001~~Board Member

Past Industry Boards

•

SCORE Association

Education

•

~~B.S.~~National Security Fellowship, Harvard University

•

M.A. in ~~Accounting,~~Marine Affairs, University of ~~Florida~~

~~2022 Proxy Statement /~~ 7

~~TABLE OF CONTENTS~~

~~PROPOSAL 1 — ELECTION OF DIRECTORS~~

~~HARRY C. CURTIS~~
~~Former Managing Director, Nomura Instinet~~

~~Age: 64~~

~~Director Since: October 2021~~
~~Independent Director~~

~~Committees:~~

•

~~Compensation (Chair)~~Rhode Island

•

~~Audit~~M.A. in Management, Webster University

•

~~TESS~~

~~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~~University of Buffalo

•

~~Chartered Financial Analyst~~NACD Board Leadership Fellow

•

NACD Directorship Certified®

•

Holds the NACD CERT Certificate in Cybersecurity Oversight

•

Holds Corporate Director Certificate, Harvard Business School

Board Recommendation

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE

“FOR” THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED ABOVE.

8 2024 Proxy Statement / 13

TABLE OF CONTENTS

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)~~2026)

DAVID M. ABRAMS

Founder and Co-Managing Partner, Velocity Capital Management

Age: 5557

Director Since: April 2014

Independent Director

Committees:

•

Audit ~~(Chair)~~

•

~~Compensation~~TESS

•

~~Nominating & Governance~~

Favorite ~~NCLH Shore Excursion:~~Newbuild Feature:

“~~Harvest Caye”~~Aquamar Kitchen on Vista”

Qualifications and Experiences that Help us Deliver on Our Mission

Mr. Abrams shares over 25 years of experience in sports and entertainment, private equity, finance and investment banking with our Board. His expertise includes developing new businesses, financial strategy and the credit markets.

~~Experience~~Career Highlights

•

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

•

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

•

~~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

14 /

TABLE OF CONTENTS

PROPOSAL 1 — ELECTION OF DIRECTORS

ZILLAH BYNG-THORNE
Former Chief Executive Officer, Future plc

Age: 49

Director Since: November 2022
Independent Director

Committees:

•

Audit

•

Compensation Committee

•

Nominating and Governance

Favorite Newbuild Feature:

“The Serene Spa & Wellness™ on Seven Seas Grandeur®”

Qualifications and Experiences that Help us Deliver on Our Mission

Ms. Byng-Thorne shares her significant strategy, operations, technology, marketing, and talent management expertise with our Board. She has extensive technology sector experience, spanning online gaming, digital media and e-commerce. With over 20 years of experience as an executive officer, she has demonstrated a focus on driving operational excellence and is a proven people manager, identifying and developing talent at the senior level.

Career Highlights

•

Operating Partner, True Capital Limited: August 2023 – Present

•

Chief Executive Officer, Future plc: April 2014 – March 2023

•

Chief Financial Officer, Future plc: November 2013 – March 2014

•

Interim Chief Executive Officer, Trader Media Group (owner of Auto Trader): 2012 – 2013

•

Chief Financial Officer, Trader Media Group (owner of Auto Trader): 2009 – 2012

•

Commercial Director and Chief Financial Officer, Fitness First: 2006 – 2009

•

Chief Financial Officer, Thresher Group: 2002 – 2006

Current Public Company Boards

•

Chairperson, TrustPilot Group plc (LSE listed)

•

Executive Chair, M&C Saatchi Group (LSE Listed)

Past Public Company Boards

•

Future plc (LSE listed)

•

Flutter Entertainment plc (LSE listed)

•

THG plc (LSE listed)

•

GoCo Group plc (formerly LSE listed)

Current Private Company Boards

•

Non-Executive Director, MiQ

•

Non-Executive Director, GWI

•

Non-Executive Director, CarTrawler

Education

•

M.A. in Management, Glasgow University

•

MSc in Behavioural Change, Henley Business School

•

Chartered Management Accountant (The Chartered Institute of Management Accountants)

•

Qualified Treasurer (Association of Corporate Treasurers)

2024 Proxy Statement / 915

TABLE OF CONTENTS

PROPOSAL 1 — ELECTION OF DIRECTORS

[MISSING IMAGE: ph_russellgalbut-4c.jpg]

RUSSELL W. GALBUT

Managing Principal, Crescent Heights

Age: 69
71

Chairperson of our Board

Director Since: November 2015

Independent Director

Committees:

•

~~Audit~~Nominating & Governance

•

~~Compensation~~

Favorite ~~NCLH Shore Excursion:~~Newbuild Feature:

“~~Exploring the timeless beauty of Bordeaux, France”~~Indulge Food Hall on Norwegian Viva”

Qualifications and Experiences that Help us Deliver on Our Mission

For over 35 years, Mr. Galbut has been active in the urban mixed-use real estate sector, which has included fostering relationships with complementary retail, hospitality, and food and beverage brands. Mr. Galbut provides our Board with unique insights into complex development projects such as our ~~new facility at PortMiami,~~ private island destinations, port development projects and design and hotel operations for our newbuild ships.

~~Experience~~Career Highlights

•

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

~~Current Public Company Boards~~

•

~~Black Spade Acquisition Co (NYSE: BSAQU)~~

Past Public Company Boards

•

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

•

Black Spade Acquisition Co (NYSE: BSAQU)

Current ~~Academic~~Industry Boards

•

~~The Dean’s~~United States Automobile Association (“USAA”) – Chairperson of the Compensation and Workforce Committee and member of the Risk & Compliance Committee

•

Sea Machines Robotics – Advisory Board ~~Cornell University School~~Member

•

National Association of ~~Hotel Administration~~Corporate Directors (“NACD”), Florida Chapter – Board Member

Past ~~Private Company~~Industry Boards

•

~~Prestige (prior to the Acquisition)~~SCORE Association

Education

•

~~J.D.,~~National Security Fellowship, Harvard University

•

M.A. in Marine Affairs, University of ~~Miami School of Law~~Rhode Island

•

~~Degree~~M.A. in ~~Hotel Administration, Cornell~~Management, Webster University

•

B.A. in English, University of Buffalo

•

NACD Board Leadership Fellow

•

NACD Directorship Certified®

•

Holds the NACD CERT Certificate in Cybersecurity Oversight

•

Holds Corporate Director Certificate, Harvard Business School ~~of Hotel Administration~~

Board Recommendation

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

2024 Proxy Statement / 13

TABLE OF CONTENTS

PROPOSAL 1 — ELECTION OF DIRECTORS

Directors Continuing in Office

Class III (Term Expires in ~~2024)~~2026)

~~ADAM~~DAVID M. ~~ARON~~
~~Chairman, Chief Executive Officer~~ABRAMS
Founder and ~~President, AMC Entertainment Holdings, Inc.~~Co-Managing Partner, Velocity Capital Management

Age: 6757

Director Since: ~~January 2008~~April 2014
Independent Director

Committees:

•

Audit

•

TESS

Favorite ~~NCLH Shore Excursion:~~Newbuild Feature:

“~~Learning to make tapas in Seville, Spain”~~Aquamar Kitchen on Vista”

Qualifications and Experiences that Help us Deliver on Our Mission

Mr. ~~Aron has 42~~Abrams shares over 25 years of experience ~~managing companies operating~~in sports and entertainment, private equity, finance and investment banking with our Board. His expertise includes developing new businesses, financial strategy and the credit markets.

Career Highlights

•

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

•

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 ~~travel, leisure~~U.S. and ~~entertainment industries. He provides~~Europe: January 2015 – Present

•

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

•

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

•

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

•

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

•

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

•

Analyst, Investment Banking Division, Bear Stearns & Co.: 1989

Past Public Company Boards

•

Cansortium Inc. (CSE listed)

Education

•

B.S. in Economics, Wharton School of Business, University of Pennsylvania

14 /

TABLE OF CONTENTS

PROPOSAL 1 — ELECTION OF DIRECTORS

ZILLAH BYNG-THORNE
Former Chief Executive Officer, Future plc

Age: 49

Director Since: November 2022
Independent Director

Committees:

•

Audit

•

Compensation Committee

•

Nominating and Governance

Favorite Newbuild Feature:

“The Serene Spa & Wellness™ on Seven Seas Grandeur®”

Qualifications and Experiences that Help us Deliver on Our Mission

Ms. Byng-Thorne shares her significant strategy, operations, technology, marketing, and talent management expertise with our ~~Board with, among other skills, valuable insight~~Board. She has extensive technology sector experience, spanning online gaming, digital media and ~~perspective~~e-commerce. With over 20 years of experience as an executive officer, she has demonstrated a focus on driving operational excellence and is a proven people manager, identifying and developing talent at the ~~travel and leisure operations of our Company.~~senior level.

~~Experience~~Career Highlights

•

Operating Partner, True Capital Limited: August 2023 – Present

•

Chief Executive Officer, ~~and President, AMC Entertainment Holdings, Inc., a theatrical exhibition company: January 2016~~Future plc: April 2014 – ~~Present~~March 2023

•

Chief Financial Officer, Future plc: November 2013 – March 2014

•

Interim 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~~Trader Media Group (owner of Auto Trader): 2012 – 2013

•

~~Chairman~~Chief Financial Officer, Trader Media Group (owner of Auto Trader): 2009 – 2012

•

Commercial Director and Chief ~~Executive~~Financial Officer, ~~Vail Resorts, Inc.: 1996~~Fitness First: 2006 – ~~2006~~2009

•

~~President and~~ Chief ~~Executive~~Financial Officer, ~~Norwegian Cruise Line: 1993~~Thresher Group: 2002 – ~~1996~~

•

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

•

~~Senior Vice President, Marketing, Hyatt Hotels Corporation: 1987 – 1990~~2006

Current Public Company Boards

•

~~Chairman, AMC Entertainment Holdings, Inc. (NYSE: AMC)~~Chairperson, TrustPilot Group plc (LSE listed)

•

Executive Chair, M&C Saatchi Group (LSE Listed)

Past Public Company Boards

•

~~Centricus Acquisition Corp.: May 2021 – September 2021~~Future plc (LSE listed)

•

~~Starwood Hotels and Resorts Worldwide, Inc.: August 2006 – December 2015~~Flutter Entertainment plc (LSE listed)

•

~~Vail Resorts, Inc., Chairman: 1996 – 2006~~THG plc (LSE listed)

•

GoCo Group plc (formerly LSE listed)

Current ~~Memberships~~Private Company Boards

•

~~The Council on Foreign Relations~~Non-Executive Director, MiQ

~~Past Private Company Boards and Organizations~~•

•

~~Prestige (prior to the Acquisition)~~Non-Executive Director, GWI

•

~~Young Presidents’ Organization~~

•

~~Business Executives for National Security~~Non-Executive Director, CarTrawler

Education

•

~~M.B.A., Harvard~~M.A. in Management, Glasgow University

•

MSc in Behavioural Change, Henley Business School

•

~~B.A., Harvard College~~Chartered Management Accountant (The Chartered Institute of Management Accountants)

•

Qualified Treasurer (Association of Corporate Treasurers)

~~2022~~ 2024 Proxy Statement / 1115

TABLE OF CONTENTS

PROPOSAL 1 — ELECTION OF DIRECTORS

~~STELLA DAVID~~
~~Former Chief Executive Officer, William Grant & Sons Limited~~RUSSELL W. GALBUT
Managing Principal, Crescent Heights

Age: 5971

Chairperson of our Board

Director Since: ~~January 2017~~
November 2015
Independent Director

Committees:

•

~~Nominating & Governance (Chair)~~

•

~~TESS~~

~~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 /

~~TABLE OF CONTENTS~~

~~PROPOSAL 1 — ELECTION OF DIRECTORS~~

~~MARY E. LANDRY~~
~~Former U.S. Coast Guard Rear Admiral~~

~~Age: 65~~

~~Director Since: June 2018~~
~~Independent Director~~

~~Committees:~~

•

~~TESS (Chair)~~

•

Nominating & Governance

Favorite ~~NCLH Shore Excursion:~~Newbuild Feature:

“~~Our trip to ancient Olympia where the first Olympic games were held”~~Indulge Food Hall on Norwegian Viva”

~~Ms. Landry developed a strong background in marine safety, risk management~~Qualifications and ~~government policy~~Experiences that Help us Deliver on Our Mission

For over ~~the course of her 35-year career with the U.S. government, including service on the White House National Security Council and~~35 years, Mr. Galbut has been active ~~duty~~ in the ~~U.S. Coast Guard. She brings expertise regarding~~urban mixed-use real estate sector, which has included fostering relationships with complementary retail, hospitality, and food and beverage brands. Mr. Galbut provides our Board with unique insights into complex development projects such as our private island destinations, port development projects and design and hotel operations for our newbuild ships.

Career Highlights

•

Managing Principal, Crescent Heights, a leading urban real estate firm, specializing in the ~~maritime operations~~development, ownership, and operation 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~~architecturally distinctive, mixed-use high-rises in major cities across the ~~President and Senior Director for Resilience Policy: 2013~~United States: 1989 – ~~2014~~Present

•
Past Public Company Boards

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

•

Black Spade Acquisition Co (NYSE: BSAQU)

Current Industry Boards

•

United States Automobile Association ~~(USAA)~~(“USAA”) – ~~Vice~~ Chairperson of the Compensation and Workforce Committee and member of the Risk & Compliance Committee ~~and Chair of the USAA Advisory Board~~

•

Sea Machines Robotics – Advisory Board Member ~~Sea Machines Robotics~~

•

National Association of Corporate Directors (“NACD”), Florida Chapter – Board Member

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,~~NACD Board Leadership Fellow

•

NACD Directorship Certified®

•

Holds the NACD CERT Certificate in Cybersecurity Oversight

•

Holds Corporate Director Certificate, Harvard Business School

Board Recommendation

~~2022~~

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

2024 Proxy Statement / 13

TABLE OF CONTENTS

PROPOSAL 1 — ELECTION OF DIRECTORS

Directors Continuing in Office

Class I (Term Expires in 2026)

DAVID M. ABRAMS
Founder and Co-Managing Partner, Velocity Capital Management

Age: 57

Director Since: April 2014
Independent Director

Committees:

•

Audit

•

TESS

Favorite Newbuild Feature:

“Aquamar Kitchen on Vista”

Qualifications and Experiences that Help us Deliver on Our Mission

Career Highlights

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

Analyst, Investment Banking Division, Bear Stearns & Co.: 1989

Past Public Company Boards

•

Cansortium Inc. (CSE listed)

Education

•

B.S. in Economics, Wharton School of Business, University of Pennsylvania

14 /

TABLE OF CONTENTS

PROPOSAL 1 — ELECTION OF DIRECTORS

ZILLAH BYNG-THORNE
Former Chief Executive Officer, Future plc

Age: 49

Director Since: November 2022
Independent Director

Committees:

•

Audit

•

Compensation Committee

•

Nominating and Governance

Favorite Newbuild Feature:

“The Serene Spa & Wellness™ on Seven Seas Grandeur®”

Qualifications and Experiences that Help us Deliver on Our Mission

Career Highlights

•

Operating Partner, True Capital Limited: August 2023 – Present

•

Chief Executive Officer, Future plc: April 2014 – March 2023

•

Chief Financial Officer, Future plc: November 2013 – March 2014

•

Interim Chief Executive Officer, Trader Media Group (owner of Auto Trader): 2012 – 2013

•

Chief Financial Officer, Trader Media Group (owner of Auto Trader): 2009 – 2012

•

Commercial Director and Chief Financial Officer, Fitness First: 2006 – 2009

•

Chief Financial Officer, Thresher Group: 2002 – 2006

Current Public Company Boards

•

Chairperson, TrustPilot Group plc (LSE listed)

•

Executive Chair, M&C Saatchi Group (LSE Listed)

Past Public Company Boards

•

Future plc (LSE listed)

•

Flutter Entertainment plc (LSE listed)

•

THG plc (LSE listed)

•

GoCo Group plc (formerly LSE listed)

Current Private Company Boards

•

Non-Executive Director, MiQ

•

Non-Executive Director, GWI

•

Non-Executive Director, CarTrawler

Education

•

M.A. in Management, Glasgow University

•

MSc in Behavioural Change, Henley Business School

•

Chartered Management Accountant (The Chartered Institute of Management Accountants)

•

Qualified Treasurer (Association of Corporate Treasurers)

2024 Proxy Statement / 15

TABLE OF CONTENTS

PROPOSAL 1 — ELECTION OF DIRECTORS

Class III (Term Expires in 2025)

JOSÉ E. CIL
Former Chief Executive Officer, Restaurant Brands International Inc.

Age: 54

Director Since: October 2023
Independent Director

Committees:

•

TESS (Chairperson)

•

Audit

Favorite Newbuild Feature:

“The Belvedere Bar on Norwegian Viva”

Qualifications and Experiences that Help us Deliver on Our Mission

Mr. Cil shares his extensive experience in the restaurant industry, which has significant parallels with the cruise industry, with our Board. With over 20 years of experience, he is an exceptional leader with a proven track record of driving growth both domestically and internationally, while maintaining a strong focus on financial results and shareholder profits. His collaborative leadership style, results-oriented mindset and proven ability to transform and grow global businesses enhances the collective expertise of our Board. Mr. Cil also led the development of Restaurant Brands International Inc.’s (“RBI”) sustainability framework, Restaurant Brands for Good, during his tenure. Mr. Cil was identified for consideration by our Nominating and Governance Committee as a director nominee through a third-party search firm.

Career Highlights

•

Advisor, RBI: March 2023 – March 2024

•

Chief Executive Officer, RBI, which owns Tim Hortons®, Burger King®, Popeyes® and Firehouse Subs®: January 2019 – March 2023

•

Global President, Burger King: December 2014 – January 2019

•

President, Burger King Europe, Middle East & Africa: November 2010 – December 2014

•

Vice President and Regional General Manager, South Florida, Wal-Mart Stores, Inc.: February 2010 – November 2010

•

Various positions with Burger King Corporation (prior to its merger with Tim Hortons and restructuring into RBI), including Vice President, Company Operations, US: September 2008 – January 2010

Current Private Company Boards

•

Director, Restaurant Brands Iberia

Past Public Company Boards

•

Board Member, Carrols Restaurant Group, Inc. (NASDAQ: TAST): January 2015 – February 2020

Current Community and Academic Boards

•

Executive Board of Advisors of Florida International University’s Chaplin School of Hospitality & Tourism Management

•

Board of Advisors, Belen Jesuit Preparatory School

Education

•

J.D., University of Pennsylvania Law School

•

B.A., Tulane University

2024 Proxy Statement / 17

TABLE OF CONTENTS

PROPOSAL 1 — ELECTION OF DIRECTORS

HARRY SOMMER
President and Chief Executive Officer of our Company

Age: 56

Director Since: July 2023

Favorite Newbuild Feature:

“The Drop and Rush on Norwegian Viva”

Qualifications and Experiences that Help us Deliver on Our Mission

Mr. Sommer brings his extensive knowledge and more than 30 years of experience in the cruise industry to our Board. Since becoming President and Chief Executive Officer in July 2023, Mr. Sommer has overseen the successful delivery of two newbuilds for our Company’s fleet, Norwegian Viva and Seven Seas Grandeur. He previously served as President and Chief Executive Officer of the Company’s largest cruise line, Norwegian Cruise Line, where he oversaw the brand’s entire operations. Under his leadership, Norwegian Cruise Line navigated the industry’s toughest period in history and relaunched operations after an approximately 500-day pause due to the pandemic-related global cruise voyage suspension. Simultaneously, he led Norwegian Cruise Line to introduce the first-in-class Norwegian Prima, the first of six ships in the brand’s new class of ships that saw record-breaking bookings in 2022. Mr. Sommer was appointed to the Board in connection with his appointment as President and Chief Executive Officer and provides a vital link between our Board and our management team.

Career Highlights

•

President and Chief Executive Officer, NCLH: July 2023 – Present

•

President and Chief Executive Officer – Elect, NCLH: April 2023 – June 2023

•

President and Chief Executive Officer, Norwegian Cruise Line: January 2020 – March 2023

•

President, International, NCLH: January 2019 – January 2020

•

Executive Vice President, International Business Development, NCLH: May 2015 – January 2019

•

Executive Vice President and Chief Integration Officer, NCLH: February 2015 – May 2015

•

Senior Vice President and Chief Marketing Officer of Prestige Cruises International Ltd. or its predecessors (“Prestige”): October 2013 – February 2015

•

Senior Vice President, Finance, and Chief Information Officer of Prestige: September 2011 – October 2013

•

Senior Vice President, Accounting, Chief Accounting Officer and Controller of Prestige: August 2009 – August 2011

•

Co-founder and President of Luxury Cruise Center, a high-end travel agency: 2002 – 2008

•

Vice President, Relationship Marketing for Norwegian Cruise Line: 2000 – 2001

Education

•

M.B.A., Pace University

•

B.B.A., Baruch College

•

Certified Public Accountant (inactive license)

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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”)~~Sustainability and Legal ~~Departments.~~Departments at the direction of our Board. Through this year-round outreach, we solicit feedback on our executive compensation program, corporate governance, disclosure practices, ~~sustainability practices,~~ corporate ~~social responsibility~~sustainability programs and long-term goals. We frequently include our Board members in our engagement meetings and share feedback with our entire Board. We also periodically ask our investment bankers to provide updates to our Board regarding investor sentiment.

At our ~~2021~~2023 Annual General Meeting, approximately ~~16.6%~~63.2% of our shareholders approved, on an advisory basis, the compensation of our NEOs in ~~2020~~2022 (our ~~“2021~~“2023 Say-on-Pay Vote”). ~~We were disappointed~~While this was an improvement in ~~this result as~~our results from the ~~unprecedented~~previous year, our Board and ~~disproportionate impacts of the COVID-19 pandemic on our Company and industry drove the~~ Compensation Committee felt that additional steps should continue to ~~temporarily make changes~~be taken to ~~our compensation program to promote~~both hear and address the ~~stability and resilience~~concerns of our ~~Company.~~shareholders. We engaged directly with our shareholders to discuss our compensation program ~~in the Spring of 2021, both before~~throughout 2023 and ~~after our 2021 Annual General Meeting.~~2024.

In response to our ~~2021~~2023 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~~2024. These conversations were planned so that we could discuss the substantial changes our Compensation Committee made to our compensation program to address shareholder feedback. The Chairperson of ~~the~~our Compensation Committee, ~~Mr. John Chidsey,~~Ms. Landry, participated in ~~the~~ engagement ~~in 2021, while our new Chairperson of the Compensation Committee, Mr. Curtis, participated in calls~~meetings during ~~2022, following his appointment to the position.~~2023 and 2024. Our Executive Vice President, General Counsel, Chief Development Officer and ~~Assistant~~ Secretary, our Senior Vice President, Assistant General Counsel, Securities, Sustainability and ~~Vice President,~~Compliance and our Head of Investor Relations and Corporate Communications ~~& ESG~~ also participated in the engagement process.

WeFollowing our 2023 Say-on-Pay Vote, we initiated engagement about our compensation program with ~~40 of~~ our top institutional holders, which ~~included each institutional holder that~~represented approximately 50% of our total outstanding shares as of year-end 2023. We held ~~more than 0.5%~~conversations, sometimes over the course of multiple meetings, with holders representing approximately 36% of our outstanding shares as of year-end ~~2021. In some cases, the engagement efforts spanned multiple calls.~~2023.

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).

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Board of Directors

Board Leadership Structure

Chairperson: Russell W. Galbut Number of Board Meetings in ~~2021~~2023 Board and Committee Meeting Attendance by All Directors Annual General Meeting Attendance by Directors1 1Mr. Aron, who served on our Board until October 2023, did not attend the Annual General Meeting.	Our Board believes its current leadership structure best serves the objectives of our Board’s oversight of management, our Board’s ability to carry out its roles and responsibilities on behalf of our shareholders, and our overall corporate governance. Our Board and each of its committees are currently led by independent directors, with our President and Chief Executive Officer separately serving as a member of our Board. Our Board believes that the participation of our President and Chief Executive Officer as a director, while keeping the roles of President and Chief Executive Officer and Chairperson of the Board separate, provides the proper balance between independence and management participation at this time. By having a separate Chairperson of the Board, we maintain an independent perspective on our business affairs, and at the same time, through the President and Chief Executive Officer’s participation as a director, our Board maintains a strong link between management and our Board. We believe this leadership structure promotes clear communication, enhances strategic planning, and improves implementation of corporate strategies. Our current leadership structure is:

	• ~~Frank J. Del Rio~~Harry Sommer	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~~Audit Committee
	• Mary E. Landry*	Chairperson of the Compensation Committee
	• Stella David*	Chairperson of the Nominating and Governance Committee
	• ~~Mary~~José E. LandryCil	Chairperson of the TESS Committee
* Independent Director Our Board periodically reviews the leadership structure of our Board and may make changes in the future.

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Board Meeting Attendance

During ~~2021,~~2023, there were ~~five~~seven meetings of our Board, ~~five~~four meetings of our Audit Committee, ~~three~~six 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.~~2023. Pursuant to our Corporate Governance Guidelines, in addition to regularly scheduled Board meetings, during ~~2021,~~2023, our independent

directors held ~~four~~five 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, other than Mr. Aron who served on our Board until October 2023, attended the annual general meeting of shareholders in ~~2021~~2023 in person or telephonically.

Board Committees

The standing committees of our Board include the Audit Committee, Compensation Committee, Nominating and Governance Committee and TESS Committee. Each committee has adopted a written charter and a copy of each committee charter is posted under “Corporate

Governance” on our website at www.nclhltd.com/investors. In addition to these committees, our Board may, from time to time, authorize additional Board committees to assist the Board in its responsibilities.

Chairperson:
~~David Abrams~~
Harry C. Curtis

Number of
Meetings in ~~2021~~2023

Other Committee Members

•

~~Curtis~~David Abrams

•

~~Galbut~~Zillah Byng-Thorne

•

José E. Cil

Audit Committee

Primary Responsibilities

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

•

oversee and monitor the integrity of our financial statements;

•

monitor our financial reporting process and internal control system;

•

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

•

review our policies and guidelines with respect to risk assessment and management, and discuss with management our major risk exposures;

•

oversee the performance of our Internal Audit function; and

•

oversee our compliance with legal, ethical and regulatory matters.

Our Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties. It also has the authority to retain counsel and advisors to fulfill its responsibilities and duties.

Independence

All Audit Committee members are considered independent as defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under applicable rules of the New York Stock Exchange (the “NYSE”). Mr. ~~Leat, Ms. Thomas-Graham and Mr. Chidsey,~~Galbut, who served on our Audit Committee through ~~August 2021, October 2021 and January 2022, respectively, were each~~December 31, 2023, was considered independent during ~~their~~his service.

Audit Committee Financial Experts

Our Board has determined that ~~all~~each of our Audit Committee members ~~qualify~~qualifies as ~~audit~~an “audit committee financial ~~experts~~expert” as defined in Item 407(d)(5) of Regulation S-K. Their biographies are available under “Proposal 1 –— Election of Directors.”

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Chairperson:
~~Harry C. Curtis~~
Mary E. Landry

Number of Meetings in ~~2021~~2023

Other Committee Members

•

~~Galbut~~Zillah Byng-Thorne

•

~~Abrams~~Harry C. Curtis

Compensation Committee

Primary Responsibilities

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

•

provide oversight of the planning, design and implementation of our overall compensation and benefits strategies;

•

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

•

approve (or recommend that our Board approve) changes to our executive compensation plans, incentive compensation plans, equity-based plans and benefits plans;

•

~~establish 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;

•

consider and discuss with management the risks inherent in the design of the Company’s compensation plans, policies and practices;

•

provide oversight of and review our share ownership and clawback policies; and

•

review and make recommendations to our Board with respect to the compensation and benefits of our non-employee directors.

Our Compensation Committee is also responsible for reviewing the “Compensation Discussion and Analysis” and for preparing the Compensation Committee Report included in this Proxy Statement.

Our Compensation Committee considers recommendations of our President and Chief Executive Officer in reviewing and determining the compensation, including equity awards, of our other executive officers. In addition, our Compensation Committee has the power to appoint and delegate matters to a subcommittee comprised of at least one member of our Compensation Committee. Our Compensation Committee does not currently intend to delegate any of its responsibilities to a subcommittee.

Our Compensation Committee is authorized to retain compensation consultants to assist in the review and analysis of the compensation of our executive officers. As further described under “Executive Compensation — Compensation Discussion and Analysis”, our Compensation Committee engaged ~~Frederic W. Cook & Co., Inc. (“FW Cook”)~~Korn Ferry during 2023 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~~Korn Ferry and concluded that its engagement of ~~FW Cook~~Korn Ferry did not raise any conflict of interest.

Independence

All Compensation Committee members are considered independent under applicable NYSE rules and satisfy the additional independence requirements specific to Compensation Committee membership under the NYSE listing standards. Mr. 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.

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Chairperson:

Stella David

Number of
Meetings in ~~2021~~2023

Other Committee Members

•

~~Abrams~~Zillah Byng-Thorne

•

~~Landry~~Russell W. Galbut

Nominating and Governance Committee

Primary Responsibilities

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

•

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

•

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

•

~~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. Ms. Landry, who served on our Nominating and Governance Committee through December 31, 2023, was considered independent during her service.

Chairperson:
~~Mary~~
José E. ~~Landry~~Cil

Number of
Meetings in ~~2021~~2023

Other Committee Members

•

David Abrams

•

Stella David

•

~~Curtis~~Mary E. Landry

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

Primary Responsibilities

The principal duties and responsibilities of our TESS Committee are to:

•

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

•

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

•

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

•

oversee our policies regarding safety and ~~security.~~security; and

•

review with management significant risks related to technology, cyber and information security (including data protection and privacy), safety, security, human capital, and sustainability, environmental and climate-related matters.

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.

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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 well-qualified Board candidates, including women and minority candidates as well as candidates with diverse backgrounds, experiences and skills, as part of each Board search the Company ~~undertakes.~~undertakes in the context of the needs of the Board. Our Nominating and Governance Committee may engage a third-party search firm to assist it in identifying candidates for our ~~Board. For example, our~~Board and has regularly done so in past searches. Our Nominating and Governance

Committee ~~is currently working with a third-party search firm~~also considers the other time commitments of directors and director candidates to ~~identify additional well-qualified female~~ensure they can dedicate appropriate time to our Board and ~~diverse candidates for consideration as potential Board candidates.~~respective committees.

Our Nominating and Governance Committee will identify and consider candidates suggested by outside directors, management and/or shareholders and evaluate them in accordance with its established criteria. Director

candidates recommended by shareholders will be considered in the same manner as recommendations from other sources. If a shareholder desires to recommend a director candidate for consideration by our Nominating and Governance Committee, recommendations should be sent in writing to the General Counsel and ~~Assistant~~ Secretary, Norwegian Cruise Line Holdings Ltd., 7665 Corporate Center Drive Miami, Florida 33126, together with appropriate biographical information concerning each proposed director candidate.

Our Nominating and Governance Committee may request such additional information concerning the director candidate as it deems reasonably necessary to determine the eligibility and qualification of the director candidate to serve as a member of our Board. Shareholders who are recommending candidates for consideration by our Board in connection with the next annual general meeting of shareholders should submit their written recommendation no later than January 1 of the year of that meeting.

Director Independence

Our Board has affirmatively determined that ~~five~~seven of our ~~seven~~eight directors, Mr. David M. Abrams, Ms. Zillah Byng-Thorne, Mr. José E. Cil, 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~~Harry Sommer is not ~~independent.~~independent under applicable NYSE rules due to his employment with the Company. Our Board also determined that Mr. ~~Scott Dahnke, Mr. Chad Leat, Ms. Pamela Thomas-Graham and Mr. John Chidsey,~~Adam Aron, who resigned from our Board in

~~March 2021, August 2021,~~ October ~~2021 and January 2022 were~~2023, was not considered independent under the applicable rules of the NYSE during ~~their respective times~~his time on our Board. In considering the independence of each director, our Board reviews information provided by each director and considers whether any director has a material relationship with us ~~(either~~

(either directly or as a partner, shareholder or officer of an organization that has a relationship with us).

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

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At regular meetings of our Board, committee members report to the full Board regarding matters reported and discussed at committee meetings, including matters relating to risk assessment or risk management. Members of management provide regular reports to our Board, or its committees, regarding business operations, strategic planning, financial planning, cybersecurity, 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 and information regarding our cybersecurity and privacy programs and the sustainability topics it is responsible for overseeing on at least a quarterly basis. At each meeting of our TESS Committee, members of the management team that are responsible for the areas our TESS Committee oversees have the opportunity to conduct a deep dive discussion regarding the relevant matter. For example, these meetings have resulted in detailed discussions about privacy and data governance, cybersecurity and related risks, technology risks, greenhouse gas emissions reporting and climate action. Our President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, Executive Vice President, General Counsel, Chief Development Officer and ~~Assistant~~ Secretary, ~~and~~ Executive Vice

President, Chief Talent Officer and Senior Vice President, Assistant General Counsel, Securities, Sustainability and Compliance 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.

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~~Environmental, Social & Governance~~Sustainability

Sail & Sustain

Our global sustainability program, Sail & Sustain, is centered around our commitment to drive a positive impact on society and the environment while delivering on our vision to be the vacation of choice for everyone around the world. We ~~visit nearly 500~~offer itineraries to approximately 700 destinations globally, allowing our guests to travel and explore the ~~world, and our~~world. Our business is inextricably linked to the preservation of our planet and the protection of our shared resources. We recognize our ethical, social and environmental responsibilities and are committed to maintaining our high standards of operational excellence, achieving results the right way and creating value for ~~all of~~both our business and our stakeholders.

Our ~~environmental, social and governance (ESG)~~sustainability 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 annual Sail & Sustain report, which is available on our ~~ESG journey, we look forward~~website at www.nclhltd.com/sustainability, provides transparency to ~~building upon this foundation as we collectively chart a path towards a more sustainable future.~~our stakeholders, with new goals and initiatives across our pillars.

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: lg_sailsustain-4c.jpg]

Empowering People

It is our privilege to work in a community of ~~nearly 35,000~~approximately 41,000 team members around the globe. We firmly believe our culture and commitment to empowering people allows us to attract and retain top talent, while simultaneously providing robust career development opportunities that ultimately result in significant value to all our stakeholders from guests to shareholders. In 2023, we reinforced our commitment to culture by redefining our culture value anchors of Collaboration, Innovation, Transparency, and Passion. Along with a

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history of strong return rates across our shoreside and shipboard teams, our commitment to culture is reflected in our awards and accolades, including our inclusion on the Forbes 2023 list of World’s Best Employers.

Our ~~core mission~~Company is committed to ~~provide exceptional vacation experiences delivered by passionate~~fostering an inclusive workforce, where diverse backgrounds are appreciated, engaged, and empowered to generate and execute innovative ideas. Our Company operates globally with 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.~~

representing over 110 countries. We believe ~~in fostering a culture~~our Board 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 atDirectors reflects the ~~top~~diverse backgrounds of the members of our organization, including having three female directors and ~~is embedded at every level throughout~~one director from an under-represented minority community. In January 2023, Ms. Andrea DeMarco became our ~~organization.~~ first female brand President when she took the helm as President, Regent Seven Seas Cruises.

To foster a thoughtful, empowering and inclusive culture, we seek to leverage the talents of all team members and commit to equal employment opportunity (“EEO”) as detailed in our Company’s EEO policy. In 2023, following listening sessions with team members, NCLH PRIDE was established as a new resource group for our LGBTQ+ communities and its allies, as well as a new parent mentor group to offer further ~~demonstrate this commitment, our President and Chief Executive Officer, Mr. Del Rio, signed~~support to working parents returning to 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.

workforce. 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~~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~~In 2023, we also expanded our benefits package, including physical, financial and emotional well-being benefits. We are especially proud of the NCLH Wellness at Sea initiative, which was introduced to shipboard team members ~~undergo mandatory unconscious bias, microaggressions~~to enhance a wellness-conscious work environment on the vessels. Guidelines, resources and ~~diversity~~activities were developed addressing nutrition, fitness, sleep, 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.stress management among other wellness goals.

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

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Reducing Environmental Impact

~~In 2021,~~Reducing our environmental impact is a key goal of the Sail & Sustain program. Since launching our commitment to pursue net zero greenhouse gas (“GHG”) emissions by 2050 across our operations and value chain in 2022, we ~~announced~~have enhanced our ~~long-term~~roadmap and set interim targets to guide us on our path to net zero.

Our climate action strategy is focused on implementing solutions for efficiency today, innovating for future solutions, and ~~goal~~collaborating with our stakeholders along the way. We are deploying a range of efficiency measures from technical investments such as HVAC upgrades and Waste Heat Recovery systems to ~~reach carbon neutrality through reducing carbon intensity, identifying and~~operational enhancements such as itinerary optimization. We are also investing in shore power technology, ~~including exploring alternative fuels and implementing a voluntary carbon offset program. In addition~~which is designed to ~~ongoing initiatives~~allow us to ~~reduce our emissions rate, we committed~~connect to ~~offset three million metric tons~~onshore electrical power grids with the appropriate port infrastructure. A total of ~~carbon dioxide equivalent (MTCO~~2~~e) over a three-year period beginning in 2021 to help bridge the gap~~16 ships 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~~fleet, or 50%, are currently equipped, and ~~decarbonization strategy. We established a Decarbonization Executive Steering Committee, which is responsible~~we are targeting for ~~governing and steering the Company-wide climate action and decarbonization strategy. The committee is comprised~~70% of our ~~President~~fleet to be equipped by year-end 2025. While these measures will be key for our short- and ~~Chief Executive Officer~~near-term targets, we are innovating for long-term solutions 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 intechnologies that will further support GHG reductions.

A key driver of our ~~Company’s climate action strategy~~Sail & Sustain program is the ability to secure and ~~goals.~~safely operate on green fuels such as biodiesel and green methanol. Biodiesel can be blended with traditional marine gas oil (MGO) to support a reduction in lifecycle GHG emissions. We have successfully tested the use of biofuel blends on over 20% of our fleet as a potential transition fuel, while we continue to explore the viability of green methanol. Green methanol has the potential to be a viable, scaled long-term solution for decarbonization. The production of green methanol is still in the early stages and will require significant investments in land-based infrastructure to sufficiently scale for distribution and consumption globally. However, we are optimistic that green methanol can be a long-term solution and has promising feasibility to scale. To prepare for a long-term transition towards net zero, we have lengthened and reconfigured the designs for the final two Prima Class ships, expected to be delivered in 2027 and 2028, to accommodate the use of green methanol as a future fuel source. While additional modifications will be needed to fully enable the use of green methanol, these modifications represent an important step forward in the pursuit of net zero by 2050.

~~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~~We also recently announced that we expect to add eight additional ships across our three brands through 2036, for a total of 13 newbuilds, which will add approximately 41,000 berths to our fleet. Additional details regarding the ~~world’s first Leadership in Energy~~efficiency 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 utilizationsustainability features of ~~local materials and resources. Shore power capabilities at the terminal~~these ships are expected to be ~~completed by~~announced in the ~~Fall of 2023.~~coming months.

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~~efforts to maintain a healthy, safe, and clean environment and have a stringent 24/7/365 public health and safety program in place. ~~In response~~

Our operations follow a Safety Management System (SMS) in conformance with the requirements established by the International Safety Management (ISM) Code for the Safe Operation of Ships and ISO 14001-2015 related to Environmental Management Systems. We foster a continuous commitment from all team members involved in the ~~pandemic,~~activities we ~~further strengthened~~do that are affected by the SMS through our ~~already rigorous health and safety protocols and established our SailSAFE health and safety program which was developed under~~Health, Safety, Environment & Security (HSES) Committee. Our HSES Committee is responsible for the ~~guidance of a team of globally recognized scientific and public health experts.~~

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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 thecorrect 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~~established standards for the safe ~~resumption~~operations of ~~cruise voyages~~our ships, pollution prevention and ~~will continuously evaluate and identify ways to evolve health and safety standards utilizing the best technologies and information available.~~security.

Strengthening our Communities

~~Dedication to family~~We also drive social impact through our philanthropy initiatives, partnerships and community engagement programs. As a travel company, our success is ~~one~~dependent on the wellbeing and vibrancy of the destinations we visit across the globe. We strive to be a great partner to each destination we visit, working together to find sustainable, long-term solutions for the communities, while at the same time allowing our ~~Company’s core values.~~ guests to experience all that these incredible destinations have to offer.

We support the global communities where we live and work through volunteerism and charitable giving throughout the year. In ~~2021,~~2023, we ~~donated~~contributed significantly to global communities by donating over ~~$12 million in cash, cruise~~$1,000,000 and ~~other~~raising more through our network, including over $150,000 of in-kind donations to ~~various important causes.~~

~~In April 2021, we donated~~the Hawaii Community Foundation and $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~~Maui United Way to support local relief. Our Military Appreciation Program, founded by our internal Veteran’s Task Force, has provided ~~Long Shore Labor for~~exclusive discounts to active and retired U.S. military members and their spouses. 220,000 qualified military members have registered since the ~~Miami-Dade County PortMiami~~program launched in November 2022. Through Norwegian’s Giving Joy® program, a Giving Joy contest is annually launched during Teach Appreciation Week in May. In 2023, the contest drew support for over ~~85 years. Longshoremen load~~3,400 teachers across the U.S. and ~~unload trains~~Canada and ~~ships from all~~garnered over hundreds of thousands of votes. 20 educators with the ~~world, including freighters~~most votes won a seven-day cruise for two and ~~cruise ships. Local 1416 is a pillar of~~three grand prize winners had the ~~local community, providing middle-class jobs and holding a historic position as~~opportunity to experience 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.

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exclusive four-day christening voyage on Norwegian Viva, the newest ship from the Norwegian Cruise Line fleet.

Team members actively engage in our communities by donating through our Workplace Giving program,

volunteering in our local communities, and participating in various events including beach clean-ups and toy drives. All U.S. shoreside team members are provided with a paid Volunteer Day to give back to the causes they hold dear.

Succession Planning

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

development plans for senior leaders to help prepare them for future succession and contingency plans in the event our President and Chief Executive Officer is unable to serve for any reason, including death or

disability. Members of management are also regularly invited to make presentations at Board and committee meetings and meet with directors in informal settings to allow our directors to form a more complete understanding of our executives’ skills and character. This process culminates in ~~an annual~~a periodic review of potential successors and future leadership with the entire Board.

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

Hedging, Pledging and Short Sale Prohibitions

We have an insider trading policy, which, among other things, prohibits our senior officers ~~which includes~~(who are defined as those team members in positions at the Vice President and above ~~level,~~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

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~~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, call 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~~margining Company securities in a margin account or otherwise pledging Company securities as collateral for a loan. All other employees are strongly discouraged from engaging in the transactions described above.

Overboarding Policy

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

effectively serve on our Audit Committee. Our Nominating and Governance Committee also considers the other time commitments of directors and director candidates to ensure they can dedicate appropriate time to our Board and respective committees. Prior to accepting any position on the board of directors of any other organization, our directors must notify our Secretary. Each member of our Board is currently in compliance with our overboarding policy. Our Governance Committee reviews this policy periodically as part of its annual review of our Corporate Governance Guidelines.

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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 orand 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 any waivers from, and amendments to, our Code of Ethical Business Conduct that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer orand 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,

~~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.

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~~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.

~~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.~~

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DIRECTOR COMPENSATION

Director Compensation Program

~~2021~~

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

(1)

For each Board or committee meeting located outside of such director’s country of residence and attended in-person. Only one fee was payable for multiple meetings held on the same/consecutive days.

(2)

Chairperson of the Audit Committee is not eligible.

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 2023 and vested in one installment on the first business day of 2024. In addition, each director was entitled to receive an annual RSU award on

the first business day of 2023 valued at $195,000 on the date of the award. Each director’s annual RSU award vested in one installment on the first business day of the calendar year following the year the award was granted. Each director’s annual RSU award would have been pro-rated if the director joined our Board after the first business day of the given year.

Mr. Del Rio and Mr. Sommer, as former and current employees of our Company, respectively, were not entitled to receive any additional fees for their services as a director.

Following consultation with our Compensation Committee’s independent compensation consultant, Korn Ferry, and to facilitate our Board’s mission of attracting and retaining highly skilled directors, our Board determined it was appropriate to make the following changes to our Directors’ Compensation Policy effective January 1, 2024: eliminate the Out-of-Country Meeting Attendance fee, increase the annual equity retainer to $200,000, increase the annual Chairperson retainer to $200,000, increase the annual Audit, Compensation, Nominating and Governance and TESS Committee Chairperson retainers to $40,000 and add Compensation Committee, Nominating and Governance Committee and TESS Committee member retainers of $20,000. The Board also added a cruise retirement benefit that allows non-employee directors who serve on the Board for nine or more years to receive certain cruise benefits post-retirement.

The following table presents information on compensation to the following individuals for the services provided as a director during the year ended December 31, 2023.

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2023 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 ($)	Name(1)	Fees Earned or Paid in Cash ($)		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	David M. Abrams		175,000	194,990	—	—	—	—	369,990
Adam M. Aron		100,000	154,981	—	—	—	—	254,981	Adam M. Aron		100,163	194,990	—	—	—	—	295,153
John W. Chidsey		140,000	154,981	—	—	—	—	294,981	Zillah Byng-Thorne		130,000	194,990	—	—	—	—	324,990
Harry C. Curtis		35,000	38,734	—	—	—	—	73,734	José E. Cil		38,370	48,735	—	—	—	—	87,105
Scott Dahnke(5)		18,889	—	—	—	—	—	18,889	Harry C. Curtis		165,000	194,990	—	—	—	—	359,990
Stella David(4)		106,739	154,981	—	—	—	—	261,720	Stella David(4)		120,000	194,990	—	—	—	—	314,990
Russell W. Galbut		225,000	154,981	—	—	—	—	379,981	Russell W. Galbut		325,000	194,990	—	—	—	—	519,990
Mary E. Landry		205,000	154,981	—	—	—	—	359,981	Mary E. Landry		160,000	194,990	—	—	—	—	354,990
Chad A. Leat		89,511	154,981	—	—	—	—	244,492
Pamela A. Thomas-Graham		92,813	154,981	—	—	—	—	247,793

(1)

Mr. ~~Abram’s~~Abrams’ compensation relates to his role as the Chairperson of our ~~Nominating and Governance~~TESS Committee through ~~August 29, 2021, Chairperson~~December 31, 2023, as a member 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~~Aron forfeited his stock award in connection with his resignation on October 19, 2023. Ms. Zillah Byng-Thorne’s compensation relates to her role as an Audit Committee member and a director and her cash payment for the first quarter of 2023 was converted from dollars to euros as of the exchange rate at the end of the quarter. Mr. Cil’s compensation relates to his role as ~~the Chairperson of our Compensation Committee,~~ a member of our Audit Committee and as a ~~director.~~director from October 6, 2023, the date he joined the Board. Mr. Curtis’s compensation relates to his role as anChairperson of our Audit Committee ~~member~~ and as a ~~director commencing October 13, 2021.~~director. 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 for all of 2023, as a member of our Audit Committee through December 31, 2023, and as a director. Ms. Landry’s compensation relates to her role as Chairperson of ~~the TESS~~our Compensation 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~~2023 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.~~2023. The grant date fair value for the RSU awards was calculated as equal to the ~~$23.73~~$11.86 closing price of our ordinary shares on the date of grant, January ~~4, 2021,~~3, 2023, or in the case of Mr. ~~Curtis,~~Cil, the ~~$26.53~~$16.65 closing price of our ordinary shares on October ~~13, 2021.~~6, 2023.

(3)

None of our non-employee directors held any outstanding options or restricted shares as of December 31, ~~2021.~~2023. As of December 31, ~~2021,~~2023, our non-employee directors held the following unvested RSUs:

Name	Unvested RSUs
David M. Abrams		~~8,638~~16,441
Adam M. Aron		~~6,531~~
~~John W. Chidsey~~		~~6,531~~
~~Harry C. Curtis~~		~~1,460~~
~~Scott Dahnke~~		—
~~Stella David~~Zillah Byng-Thorne		~~10,745~~16,441
~~Russell W. Galbut~~José E. Cil		~~6,531~~2,927
~~Mary E. Landry~~Harry C. Curtis		~~6,531~~16,441
~~Chad A. Leat~~Stella David		—24,873
~~Pamela A. Thomas-Graham~~Russell W. Galbut		—16,441
Mary E. Landry		16,441

(4)

Ms. David elected to receive her full annual retainer in the form of RSU awards. Accordingly, she received ~~4,214~~8,432 RSUs in lieu of her annual retainer for ~~2021. Mr. Abrams elected to receive $50,000 of his full annual~~2023. The 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~~Ms. David elected to receive in RSUs ~~are~~is reported as though ~~they~~she had been paid in cash and such retainer had not been converted into RSUs.

~~(5)~~

~~Any cash compensation payable to Mr. Dahnke was paid directly to a non-investment fund affiliate of his employer.~~

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

We are providing our shareholders with the opportunity to vote, on a non-binding, advisory basis, on the compensation of our NEOs as disclosed in this Proxy Statement.

~~Our~~Following the voting results for our 2022 Annual General Meeting, our Compensation Committee ~~made~~took several ~~changes~~steps to redesign our compensation program in ~~2021~~2023. Though our Compensation Committee saw improvements in ~~response to~~ our ~~2021~~2023 Say-on-Pay Vote, we continued to engage directly with our shareholders to gather their feedback and ~~requests from~~make improvements in our ~~shareholders.~~compensation program, some of which will be reflected in our 2024 compensation program due to the timing of the voting results.

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~~2025 annual general meeting of shareholders.

Board Recommendation

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”
ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

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EXECUTIVE COMPENSATION

A Letter from Our Compensation Committee Chairperson

April ~~28, 2022~~29, 2024

Dear Fellow Shareholders,

~~I joined~~With 2024 in full swing and following the exciting announcement of the expansion of our ~~Board in October 2021, during~~newbuild program to include thirteen new ships expected to be delivered through 2036, including new classes of ships for each of our three award-winning brands, the ~~most challenging period in~~leadership team is enthusiastic about the future of our Company. These newbuilds will be operating for many years to come and the ~~broader cruise industry’s history. Having carefully studied~~decisions our management team make today will shape the ~~industry~~future of our Company. Now, more than ever, we are focused as a Compensation Committee on making sure our management team is motivated and incentivized to deliver long-term value to our shareholders.

In March 2023, we announced the culmination of a comprehensive and thoughtful succession planning process with Frank J. Del Rio’s retirement on June 30, 2023, and Harry Sommer’s appointment as President and Chief Executive Officer on July 1, 2023. We also appointed new Presidents for ~~years as an equity analyst, it has been difficult~~all three of our award-winning brands in 2023. Our planned succession process allowed for a systematic transfer of knowledge while creating space for the innovation and energy that our new executives have brought to ~~witness~~ the ~~unprecedented impact~~Company. Along the way, we’ve continued our extensive engagement meetings with our shareholders to make sure we were considering their views and feedback every step of the ~~COVID-19 pandemic on our Company and its shareholders.~~way.

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 ChairpersonThe composition of our Compensation Committee ~~John Chidsey.~~

~~John emphasized~~was also refreshed in 2023. I took the helm as a new member and Chairperson on January 1, 2023 and Zillah Byng-Thorne served her first full year following her appointment in November 2022. We engaged our new compensation consultant to help our Compensation Committee complete a holistic review of our compensation program, which began with a review of our peer group 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 payresulted in the ~~2021~~removal of four peers and the addition of five peers that we felt better represented our Company’s competitors.

Viewing our compensation program ~~by using financial, operational,~~through these different perspectives, we set out to design a compensation structure for our incoming President and ~~share price goals~~Chief Executive Officer and new brand Presidents that ~~focused~~more closely aligned with what our ~~management team on positioning~~peers were paying and with what our ~~Company~~shareholders had requested in the many engagement meetings we held with them. Our refreshed compensation structure for ~~sustained success once the operating environment improved. Importantly, the 2021~~our incoming executive officers included setting target compensation ~~programs avoided non-performance-based pay elements including modifications to mid-performance cycle incentive plans~~packages (base salaries, target annual cash incentives and ~~off-cycle retention grants~~target annual equity awards) for 2023 that were approximately 51%, 27% and ~~payments. Additional shareholder-aligned changes to the 2021 compensation programs included adding a stretch share price appreciation metric to~~47% less than their predecessors in 2022 for our President and Chief Executive ~~Officer’s annual PSU award, as well as increasing~~Officer, President, Norwegian, and Presidents of Regent and Oceania Cruises, respectively. Due to these changes, our Presidents of Regent and Oceania Cruises were not NEOs for 2023.

We’ve continued to make changes to our long- and short-term incentive compensation programs that were directly responsive to requests made by our shareholders. We returned to financial metrics for our incentive compensation programs in 2023, including an Adjusted EBITDA metric for our short-term incentive plan, and a multi-year, relative Adjusted EPS metric that requires our Company’s Adjusted EPS to outperform the ~~performance period~~S&P 500 Index for ~~PSUs from two~~our executives to ~~three years. Although traditional financial performance metrics were difficult~~earn the related equity awards. In 2024, at the request of our shareholders, we included an Adjusted ROIC metric in our long-term incentive plan 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~~responsibly deploying 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 targetscapital. In both 2023 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 262024, 50% of our ~~28 ships~~NEOs’ equity awards were subject to ~~service,~~performance-based metrics with three-year performance periods. In designing our incoming President and Chief Executive Officer’s employment agreement, we avoided structures that our shareholders took issue with in the ~~full fleet expected to be operating by Spring 2022, designing the industry leading SailSAFE health~~past. For example, we removed any contractually guaranteed equity award values in his contract 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 cultureavoided providing certain perks that ~~aligns the interests of our management team~~had been unpopular with our shareholders. We retained sustainability metrics in both 2023 and 2024 in our short-term incentive plan that focus on encouraging greenhouse gas emissions reductions as we believe ~~that~~ the ~~changes made~~path towards decarbonization will be an important pillar of our ability to succeed as a cruise operator in the future.

I am extremely grateful to all of our ~~2021 compensation programs demonstrate our commitment~~shareholders who took the time to ~~paying for performance and~~share their feedback with me. We will continue listening to you as we evolve our ~~shareholders.~~thoughtful approach to our compensation program. We have tremendous opportunity ahead of us and I look forward to what we can accomplish together.

Thank you for your continued support.

Sincerely,
~~Harry C. Curtis,~~
Mary Landry, Chairperson of the Compensation Committee

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

~~The Great Cruise Comeback~~A Milestone Year

~~After enduring nearly 500 days~~Our Company saw a momentous year of ~~suspended cruise operations due~~growth and achievement in 2023. The year began with perhaps the final operational milestone in our Company’s post-pandemic recovery with our fleet returning to full occupancy in the ~~COVID-19 pandemic,~~second quarter. It was the first time since 2020 that our ~~long-awaited Great Cruise Comeback officially commenced on July 25, 2021, with Norwegian Jade operating Greek Isles voyages out~~vessels operated at full capacity, an achievement that would not have been possible without the passion and dedication of ~~Athens.~~our 41,000 team members worldwide. We ~~began 2021 with no~~successfully took delivery of three new ships, one for each of our brands, representing the most deliveries in ~~operation, but by~~a single year in our Company’s 57-year history. This important milestone showcases our dedication to innovation and commitment to providing exceptional vacation experiences for our guests.

Additionally, 2023 marked a year for important management changes. In March 2023, we announced that Mr. Frank J. Del Rio, our President and Chief Executive Officer, would be retiring at the end of ~~2021, we successfully restarted 16~~June 2023 and that Mr. Harry Sommer would lead our

Company, as President and Chief Executive Officer, beginning July 2023. In January 2023, Ms. Andrea DeMarco assumed the role of ~~our 28 ships, representing approximately 70%~~President, Regent Seven Seas Cruises and Mr. Frank A. Del Rio assumed the role of ~~our berth capacity, as part~~President, Oceania Cruises. In April 2023, Mr. David Herrera assumed the role of ~~our phased voyage resumption plan. Currently, 26~~President, Norwegian Cruise Line and in June 2023, Mr. Patrik Dahlgren assumed the role of ~~our ships have resumed operations and we expect to return the remaining two ships to service during Spring 2022. The monumental task~~Executive Vice President, Vessel Operations. Each 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~~transitions was the result of ~~the unwavering dedication and hard work of our team members across the globe.~~

~~During this transitional year,~~a thoughtful succession planning process by our Board and ~~management~~was also an opportunity to realign our compensation strategy.

Our team ~~focused on:~~

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~~returning~~is eager to make their mark on the industry and deliver exceptional experiences that surpass the expectations of the guests we welcome on board. As we look into 2024, our ~~ships to revenue generating cruises while maintaining~~focus is on leveraging the ~~health and safety of our guests and crew,~~

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

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

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~~enhancing our commitment~~fleet to drive ~~a positive impact~~continued success, continue focusing on ~~society~~our margin enhancement initiatives and ~~the environment through~~to continue reducing our ~~global sustainability program, Sail & Sustain.~~

leverage.

2024 Proxy Statement / 39

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Investor Feedback

WHAT WE HEARD

HOW WE RESPONDED

Overall ~~total reported compensation~~pay should be reduced for the President and ~~CEO in 2020 was too high~~Chief Executive Officer

~~Did not support special retention grants~~Shareholders advised that the 2023 Say-on-Pay Vote reflected their views of the 2022 compensation program and supported the improvements to the 2023 compensation program, which had been previewed in the prior Proxy Statement