New NCLH CEO: $1.7 Million Salary, Potentially $48+ Million in Stock

Norwegian Cruise Line Holdings announced that it has entered into an employment agreement and restricted share unit award agreement with John W. Chidsey, its new president and CEO.

“His compensation structure is designed to immediately align his incentives with long-term shareholder value creation, with the majority of his long-term compensation delivered in performance-based equity,” the company said in a press release issued on Friday morning.

Under the employment agreement, Chidsey is entitled to an annual base salary of $1,715,000.

Beginning with the company’s 2027 fiscal year, he will participate in the annual bonus plan with a target annual bonus opportunity equal to 175% of his base salary.

For fiscal 2026, his annual bonus is fixed at $2.9 million, which is below his target annual bonus amount, with no opportunity to earn a higher payout regardless of performance results achieved.

The company said in an effort to encourage Chidsey to accept the job, he was granted a one-time target award of 2,139,892 restricted share units with an intended value of approximately $48 million.

The award was structured as a “front-loaded” grant covering four years of annual equity incentives and designed to provide him with a meaningful at-risk equity interest in the company that may be earned over the initial four-year term of his employment, the company said, in a press release.

When determining the value of Chidsey’s four-year “front-loaded” grant, the Compensation Committee reviewed annual equity grant benchmarks among the company’s peers to help establish a grant value intended to appropriately incentivize sustained shareholder value creation while maintaining a competitive compensation level, NCLH said in a press release.

Based on these considerations, the Compensation Committee determined that the annualized intended grant value of approximately $12 million was market-aligned and within the competitive range for similarly situated peers based on size and industry profile, appropriately encouraging Chidsey’s contributions over the next four-year period.

Consistent with the front-loaded structure, the Compensation Committee does not intend to grant Chidsey additional equity awards until 2030. Unlike other similarly situated executives, Chidsey’s employment agreement does not entitle him to participate in the company’s Amended and Restated 2013 Performance Incentive Plan or any successor equity incentive plan.

Additional information:

The approved award was delivered in a mix of a target number of 1,172,638 performance share units with an intended approximate grant date value of $28.8 million, which represent 60% of the total intended value of restricted share units and 967,254 restricted share units with an intended grant date value of $19.2 million, which represent 40% of the total intended value of restricted share units (the “RSUs”).

The RSUs will vest in four substantially equal annual installments on each of the first four annual anniversaries of March 1, 2026. The PSUs will be eligible to “cliff vest” at the end of a four-year performance period, but only if applicable absolute total shareholder return compounded annual growth rate (“TSR CAGR”) targets are achieved. If our TSR CAGR achieved for the performance period is: (i) less than 5%, none of the PSUs will vest, (ii) 5%, 50% of the target number of PSUs will vest, (iii) 10%, 100% of the target number of PSUs will vest, or (iv) 20% or more, 200% of the target number of PSUs will vest. For performance that falls between these milestones, the PSU vesting will be determined based on linear interpolation.

Chidsey must generally remain continuously employed through the date the performance targets are achieved in order to vest in any PSUs becoming earned based on performance, although the award agreement does provide for accelerated RSU and PSU vesting for certain qualifying terminations of his employment.

The company said the new employment agreement was approved by the Compensation Committee of the Board, in consultation with its independent compensation consultant, and is based on the same form of employment agreement that applies to other senior executive officers.