Quarterly report pursuant to Section 13 or 15(d)

Employee Benefits and Compensation Plans

v3.23.2
Employee Benefits and Compensation Plans
6 Months Ended
Jun. 30, 2023
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, May 2021 and June 2022, 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 could have been delivered pursuant to all awards granted under the plan was increased to a maximum aggregate limit of 39,375,106 shares. In June 2023, 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 2,633,900, resulting in an increase in the maximum aggregate limit to 42,009,006 shares.

Restricted Share Unit Awards

In March 2023, NCLH granted 5.8 million time-based restricted share unit awards to our employees, which primarily vest in substantially equal installments over three years. Additionally, in March 2023, NCLH granted 0.8 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 2025 and the satisfaction of an additional time-based vesting requirement that generally requires continued employment through March 1, 2026.

The following is a summary of restricted share unit activity for the six months ended June 30, 2023:

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, 2023

 

6,980,707

$

22.83

 

2,749,939

$

26.30

 

50,000

$

59.43

Granted

 

5,933,520

15.05

919,890

14.87

 

Vested

 

(3,339,307)

24.66

(1,363,469)

22.14

 

Forfeited or expired

 

(201,540)

18.85

 

(50,000)

59.43

Non-vested as of June 30, 2023

 

9,373,380

17.34

 

2,306,360

24.20

 

Share Option Awards

The following table sets forth a summary of option activity under NCLH’s Restated 2013 Plan for the period presented:

Weighted-

Number of Share Option Awards

Weighted-Average Exercise Price

Average

Aggregate

Time-

Performance-

Market-

Time-

Performance-

Market-

Contractual

Intrinsic

Based

Based

Based

Based

Based

Based

Term

Value

    

Awards

    

Awards

    

Awards

    

Awards

    

Awards

    

Awards

    

(years)

    

(in thousands)

Outstanding as of January 1, 2023

 

4,198,595

114,583

208,333

$

51.92

$

59.43

$

59.43

2.29

$

Forfeited and cancelled

 

(587,114)

 

(208,333)

45.11

59.43

 

  

Outstanding as of June 30, 2023

 

3,611,481

114,583

 

53.03

59.43

1.77

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

Three Months Ended

Six Months Ended

June 30, 

June 30, 

    

2023

    

2022

    

2023

    

2022

Payroll and related expense

$

4,876

$

5,732

$

9,333

$

11,936

Marketing, general and administrative expense

 

39,660

 

24,316

 

63,358

 

50,904

Total share-based compensation expense

$

44,536

$

30,048

$

72,691

$

62,840