David Abrams
Norwegian Cruise Line HoldingsAbout David M. Abrams
Independent director of NCLH since April 2014; age 58. Founder and Co‑Managing Partner at Velocity Capital Management; previously CIO at Harris Blitzer Sports & Entertainment and Partner at Apollo Global Management (founder of the Apollo European Principal Finance Fund). BS in Economics from Wharton School, University of Pennsylvania. Core credentials: 25+ years across sports/entertainment, private equity, finance, and credit markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Velocity Capital Management | Founder & Co‑Managing Partner | Nov 2021 – Present | Co‑leads investment platform |
| Harris Blitzer Sports & Entertainment | Chief Investment Officer | Nov 2018 – Nov 2021 | Oversaw investments; ownership across Philadelphia 76ers, NJ Devils, Prudential Center, Dignitas |
| Apollo Global Management | Partner; Founder, Apollo European Principal Finance Fund | 2007 – 2015 | Built European principal finance franchise |
| Credit Suisse (and DLJ) | Managing Director; Founding member and Co‑Head, Global Distressed Sales & Trading; Founder/Head, Specialty Finance Investment | 1996 – 2007 | Led leveraged finance and distressed platforms; specialty finance NPLs/distressed assets |
| Scranton/Wilkes‑Barre RailRiders | Co‑Managing Partner (AAA affiliate of NY Yankees) | Nov 2014 – Present | Sports operations oversight |
| Keemotion SPRL | Controlling Shareholder | Jan 2015 – Present | Sports technology expansion |
| Bear Stearns; Argosy Group | Analyst/Associate/VP | 1989; prior years | Early career in restructuring and banking |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| Cansortium Inc. (CSE) | Director | Past | Prior public company board service |
| Velocity Capital Management | Founder & Co‑MP | Current | Private investment firm |
| Keemotion SPRL | Controlling shareholder | Current | Sports technology operations (US/EU) |
| Scranton/Wilkes‑Barre RailRiders | Co‑Managing Partner | Current | AAA affiliate operations |
Board Governance
- Independence: Board affirmatively determined Abrams is independent under NYSE rules .
- Committees (current): Nominating & Governance; Technology, Environmental, Safety and Security (TESS) .
- Prior committee service: Audit Committee member through Dec 31, 2024; Audit members qualified as “financial experts” .
- Attendance/engagement: 2024 Board (4), Audit (4), Compensation (5), Nominating & Governance (4), TESS (4) meetings; all directors attended >75% of aggregate meetings; four independent‑director executive sessions; all directors attended 2024 AGM .
- Overboarding: Board policy limits and compliance confirmed; audit committee service limits noted; all directors compliant .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer (policy) | $100,000 | Option to take RSUs in lieu |
| Committee member retainers (policy) | $20,000 per committee (Audit/Comp/N&G/TESS) | Chairs $40,000 (not applicable to Abrams) |
| 2024 Fees earned (Abrams) | $140,000 | Matches $100k base + $20k Audit + $20k TESS |
| 2024 Stock awards (Abrams) | $199,999 | Annual director RSU grant; grant‑date price $18.32 (Jan 2, 2024) |
| RSU in lieu of cash retainer (election) | 5,458 RSUs | Abrams elected RSUs for full annual retainer in 2024 |
| RSU vesting | Annual RSUs vest first business day of following year | Retainer RSUs vest first business day of 2025 |
| Director perquisites | Annual cruise for director + guest; post‑retirement cruise benefit after 9+ years | Taxes/fees borne by director |
Performance Compensation
NCLH does not use performance metrics for non‑employee director pay; equity grants are time‑based . Company‑level incentive metrics (for NEOs) are included as governance signals motivating the board’s oversight.
| 2024 Metric Category | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA (non‑GAAP for incentives) | $2.016B | $2.200B | $2.359B | $2.534B (committee definition) | 180% of possible 200% |
| Strategic Health & Safety | — | Inspections/USPH ≥92 fleet avg | — | Achieved | 10% (target) |
| Sustainability (shore power) | — | ≥59% of fleet equipped | — | Achieved (>59%) | 10% (target) |
| Total payout | — | — | — | — | 200% of target |
Board say‑on‑pay oversight: 2024 say‑on‑pay approval ~89.25%; committee incorporated shareholder feedback, retained Adjusted ROIC/EPS metrics and strengthened clawback and ownership alignment .
Other Directorships & Interlocks
| Company | Role | Current/Past | Notes |
|---|---|---|---|
| Cansortium Inc. (CSE) | Director | Past | Only public board disclosed; no current public boards for Abrams |
No related‑party transactions involving Abrams disclosed; 2025 related‑party items centered on former CEO/son, R. Galbut ship charters, and a family member employee, not Abrams .
Expertise & Qualifications
- Financial/credit markets expertise; audit committee financial expert status during prior service .
- Distressed, specialty finance, and NPL investing background; private equity leadership .
- Sports/entertainment operating exposure (HBSE, RailRiders) .
- Education: Wharton BS Economics .
Equity Ownership
| Ownership detail | Value |
|---|---|
| Beneficial shares | 72,387 ordinary shares |
| Unvested RSUs (12/31/2024) | 16,375 RSUs |
| Shares outstanding (ref) | 443,440,226 (Apr 2, 2025) |
| Ownership as % of outstanding | ~0.016% (72,387 / 443,440,226) |
| Hedging/pledging | Prohibited for directors (hedge, short, pledge, margin) |
| Director ownership guidelines | ≥3× annual cash retainer; 5‑year compliance window; retain 50% of net after‑tax shares until compliant; directors exceeded or on track |
Governance Assessment
- Board effectiveness: Abrams brings deep finance/credit markets discipline; prior Audit service and “financial expert” designation bolster oversight quality .
- Independence & attendance: Independent, >75% meeting attendance and AGM participation; robust executive sessions in 2024 support independent oversight .
- Alignment: Elected RSUs in lieu of cash; annual RSU grant; strong ownership policy and hedging/pledging prohibitions → positive alignment signals .
- Committee fit: Move from Audit (through 2024) to Nominating & Governance and TESS in 2025 aligns with board refresh and focus areas (technology, safety, sustainability); no chair role, but active membership on two governance‑critical committees .
- Conflicts/RED FLAGS: None disclosed for Abrams (no related‑party transactions; compliant with overboarding). Broader company‑level related‑party items involve other individuals; continued vigilance warranted on TESS oversight of cyber/AI and environmental metrics .
Overall, Abrams’ capital markets experience, independence, and RSU election support investor confidence. Lack of disclosed conflicts and adherence to ownership/hedging policies are positives; no attendance or pay anomalies noted .