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Get filing alertsNorwegian Cruise Line discloses new CEO compensation: $1.7M salary, 2.1M share units
Filed March 27, 2026 · Period ending March 26, 2026 · ~1 min read
Key Changes
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high
CEO John Chidsey granted 2.14 million restricted share units that could double to 4.3 million if stock delivers 20%+ annual returns through 2029, creating potential dilution for existing shareholders.
Item 5.02 verify on EDGAR → -
high
Performance shares vest only if stock expected to achieve 5-20% compound annual growth; below 5% returns result in zero vesting of 60% of the equity award (1.17 million units at target).
Exhibit 10.1 verify on EDGAR → -
high
Severance package provides 2x base salary plus potential 2x target bonus ($6M) if CEO is terminated without cause or near a change of control event.
Item 5.02 verify on EDGAR → -
medium
Base compensation includes $1.715M salary with 175% target bonus ($3M annually) and 350% maximum bonus ($6M), totaling $4.7M+ in annual cash compensation before equity.
Exhibit 10.1 verify on EDGAR → -
medium
Employment agreement runs through March 2030 with automatic one-year renewals unless either party provides 60-day non-renewal notice.
Exhibit 10.1 verify on EDGAR →
Summary
Norwegian Cruise Line Holdings disclosed the full compensation package for CEO John Chidsey, who joined in February 2026. The agreement centers on a substantial equity award of 2.14 million restricted share units—40% vesting over four years and 60% tied to stock performance.
If the company's shares deliver 20% or higher compound annual returns through December 2029, the performance portion doubles, potentially reaching 2.35 million units and creating meaningful shareholder dilution. Below 5% annual returns, those performance shares are forfeited entirely. Retail investors should note the alignment between CEO pay and stock performance, but also the significant downside protection.
Cash compensation alone exceeds $4.7 million annually at target, and severance provisions could trigger $9.4 million in payments if Chidsey is terminated without cause near a corporate transaction. The four-year performance measurement period ending December 2029 creates a clear timeline for evaluating whether the CEO delivers shareholder value. Watch the company's total shareholder return over the next four years—it directly determines whether this equity package rewards or penalizes the CEO, and whether existing shareholders face dilution from the performance award reaching its 200% maximum payout.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
NCLH disclosed CEO employment agreement details: $1.7M base salary, 175% target bonus, 2.1M restricted share units with 4-year vesting.
Added in current filing · verify on EDGAR →
Mr. Chidsey will receive an annual base salary of $1,715,000, subject to annual review. Beginning with the Company’s 2027 fiscal year, Mr. Chidsey will have a target annual bonus opportunity equal to at least 175% of his annual base salary and will have a maximum annual bonus opportunity equal to at least 350% of his annual base salary.
The CEO receives $1.715 million base salary with target bonus of 175% (approximately $3 million) and maximum bonus of 350% (approximately $6 million) of base salary starting in fiscal 2027. For fiscal 2026, he receives a fixed $2.9 million bonus. Total target compensation exceeds $4.7 million annually.
Added in current filing · verify on EDGAR →
As an inducement to Mr. Chidsey’s commencement of employment as President and Chief Executive Officer of the Company, Mr. Chidsey was granted a target award of 2,139,892 restricted share units in the Company.
The CEO received 2.14 million restricted share units as a sign-on equity award. This represents a substantial equity grant with 40% (967,254 units) vesting in equal annual installments over four years and 60% (1.17 million target units) vesting based on total shareholder return performance targets ranging from 5% to 20% compound annual growth rate.
Added in current filing · verify on EDGAR →
If the Company’s 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.
The performance share units vest based on four-year total shareholder return compound annual growth rate measured through December 31, 2029. Below 5% TSR CAGR results in zero vesting, while 20%+ TSR CAGR doubles the award to 2.35 million units. This structure directly aligns CEO compensation with shareholder returns and could result in significant dilution if maximum performance is achieved.
Event · Item 9.01 — Financial Statements and Exhibits
Norwegian Cruise Line Holdings entered into employment and equity award agreements with John Chidsey on March 26, 2026.
Added in current filing · verify on EDGAR →
Employment Agreement by and between NCL (Bahamas) Ltd. and John Chidsey, entered into on March 26, 2026.
Norwegian Cruise Line Holdings has entered into an employment agreement with John Chidsey effective March 26, 2026. The specific terms, role, and compensation details are contained in the attached exhibit but not disclosed in the 8-K body itself.
Added in current filing · verify on EDGAR →
Restricted Share Unit Award Agreement by and between NCLH and John Chidsey, entered into on March 26, 2026.
Concurrent with the employment agreement, the company granted John Chidsey restricted share units under a separate award agreement dated March 26, 2026. This equity compensation is typical for executive hires but the specific grant size and vesting terms are in the attached exhibit.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify