Quarterly report pursuant to Section 13 or 15(d)

Employee Benefits and Compensation Plans

v3.22.2.2
Employee Benefits and Compensation Plans
9 Months Ended
Sep. 30, 2022
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Employee Benefits and Compensation Plans

9.   Employee Benefits and Compensation Plans

In January 2013, NCLH adopted the 2013 Performance Incentive Plan, which provided for the issuance of up to 15,035,106 of NCLH’s ordinary shares pursuant to awards granted under the plan. In May 2016 and May 2021, the plan was amended and restated (the “Restated 2013 Plan”) pursuant to approval from the Board of Directors and NCLH’s shareholders. Among other things, under the Restated 2013 Plan, the number of NCLH’s ordinary shares that may be delivered pursuant to all awards granted under the plan was increased to a maximum aggregate limit of 32,375,106 shares. In June 2022, NCLH’s shareholders approved a further amendment and restatement of the Restated 2013 Plan to increase the number of NCLH ordinary shares that may be delivered by 7,000,000, resulting in an increase in the maximum aggregate limit to 39,375,106 shares.

Restricted Share Unit Awards

In March 2022, NCLH granted 4.8 million time-based restricted share unit awards to our employees, which primarily vest in substantially equal installments over three years. Additionally, in March 2022, NCLH granted 1.9 million performance-based restricted share units to certain members of our management team, which vest upon the achievement

of certain pre-established performance targets established through 2024 and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through March 1, 2025.

The following is a summary of restricted share unit activity for the nine months ended September 30, 2022:

Number of

Weighted-

Number of

Weighted-

Number of

Weighted-

Time-Based

Average Grant

Performance-

Average Grant

Market-

Average Grant 

    

Awards

    

Date Fair Value

    

Based Awards

    

Date Fair Value

    

Based Awards

    

Date Fair Value

Non-vested as of January 1, 2022

 

7,771,623

$

27.02

 

1,841,113

$

35.68

 

50,000

$

59.43

Granted

 

4,890,659

18.56

1,857,750

18.48

 

Vested

 

(4,927,151)

25.18

(520,129)

28.39

 

Forfeited or expired

 

(287,949)

24.07

(292,043)

35.59

 

Non-vested as of September 30, 2022

 

7,447,182

22.80

 

2,886,691

25.93

 

50,000

59.43

The compensation expense recognized for share-based compensation for the periods presented include the following (in thousands):

Three Months Ended

Nine Months Ended

September 30, 

September 30, 

    

2022

    

2021

    

2022

    

2021

Payroll and related expense

$

4,677

$

6,525

$

16,613

$

16,225

Marketing, general and administrative expense

 

21,406

 

33,397

 

72,310

 

72,749

Total share-based compensation expense

$

26,083

$

39,922

$

88,923

$

88,974