Norwegian Cruise Line Holdings & Elliott Investment Reach Cooperative Agreement

Norwegian Cruise Line Holdings (NCLH) and activist investor Elliot Investment Management have reached a cooperation agreement that will see the cruise operator refresh its Board of Directors with the addition of five independent directors and the resignation of four current members.

Joining the Board, effective March 31, 2026, are: Alex Cruz; former chairman and CEO of British Airways; Kevin A. Lansberry, former executive vice president and CFO of Disney Experiences; Steve Paglicua, former managing partner and co-chairman of Bain Capital; Brian P. MacDonald, president and CEO of CDK Global; and Jonathan Z. Cohen, founder, CEO, and president of Hepco Capital Management, LLC.

Leaving the Board are Stella David, David M. Abrams, Harry C. Curtis, and Mary E. Landry.

NCLH’s president and CEO John W. Chidsey has been appointed as chairman of the boar and Cruz has been appointed as Lead Independent Director.

“On behalf of the entire Board, I thank Stella, David, Harry and Mary for their years of dedicated service to the Board and to shareholders, as well as their meaningful contributions to the Company’s development,” said Zillah Byng-Thorne, Chairperson of NCLH’s Nominating and Governance Committee. “We respect and appreciate their decision to step down at this time in the best interest of the Company and its shareholders. Their experience and insights were very beneficial as the Company pursued strategic growth initiatives and navigated changing industry conditions,”

With these changes, the Board will comprise nine members, eight of whom are independent.

“As NCLH’s largest investor, we see the potential for significant value creation ahead under John’s leadership, and we believe the experience and credibility of this newly appointed Board will help restore investor confidence and return the Company to best-in-class financial performance,” said Elliott Partner John Pike and portfolio manager Bobby Xu, in a joint statement. “We are encouraged by our constructive engagement with John and we look forward to working with him and the rest of the Board as they drive the changes necessary to meaningfully improve operational execution and capitalize on the substantial opportunities at NCLH.”

Chidsey added, “We are moving with urgency to strengthen the business and enhance execution. There are significant opportunities to deliver stronger performance and sustainable value for our shareholders. Our award-winning brands, loyal guests and dedicated team form a strong and enduring foundation, and I look forward to working closely with our Board to build on that foundation as we continue delivering exceptional vacation experiences for our guests around the world.”

Pursuant to the cooperation agreement, Elliott agreed to customary standstill and voting commitments, among other provisions. The full agreement between Elliott and NCLH will be filed on a Form 8-K with the U.S. Securities and Exchange Commission. The agreement reflects a shared commitment to driving improved performance and creating long-term value for NCLH shareholders.

New Employment Agreement for President/CEO

Simultaneously, NCLH entered into a new employment agreement and restricted share unit award agreement with John W. Chidsey, its president and CEO, effective March 26, 2026.

The new 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.

Under the agreement, Chidsey will receive an annual base salary of $1,715,000. Beginning with the 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.

However, as an inducement to encourage Chidsey to accept full-time employment as president and CEO of NCLH, he was given 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 Chidsey with a meaningful at-risk equity interest in NCLH that may be earned over the initial four-year term of his employment.

Chidsey was appointed president and CEO on Feb. 12, 2026.