Harry Curtis
Norwegian Cruise Line HoldingsAbout Harry C. Curtis
Harry C. Curtis (age 67) is an independent director of Norwegian Cruise Line Holdings Ltd. (NCLH), serving since October 2021. He chairs the Audit Committee and sits on the Compensation Committee. Curtis brings ~30 years of equity research experience in gaming, lodging, and leisure, and holds a B.A. in English from Connecticut College and the Chartered Financial Analyst (CFA) designation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nomura Instinet | Managing Director | 2010–2020 | Led widely followed equity research coverage across gaming, lodging, leisure, providing investor sentiment insights relevant to cruise industry |
| Chilton Investment Co. | Managing Director | 2008–2010 | Buy-side perspective on sector fundamentals |
| JPMorgan | Managing Director | 2002–2008 | Street leadership; deep financial analysis |
| University of Nevada | Visiting Professor | 2002–2007 | Academic perspective on industry topics |
| Robertson Stephens | Partner/Managing Director | 1998–2002 | Coverage leadership in leisure sectors |
| Smith Barney | Vice President, Equity Research | 1995–1997 | Equity research (leisure focus) |
| Hanifen Imhoff | Vice President, Equity Research | 1992–1995 | Equity research foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Other Current Public Company Boards | None disclosed | — | — |
Board Governance
- Committee roles: Audit Committee Chair; Compensation Committee member .
- Independence: Board has determined Curtis is independent under NYSE rules .
- Attendance: In 2024, the Board met 4 times; Audit 4; Compensation 5; all directors attended >75% of combined Board and committee meetings. All then-current directors attended the 2024 AGM in person or telephonically .
- Audit Committee expertise: All Audit members (including Curtis) are “audit committee financial experts” under Item 407(d)(5) of Regulation S‑K .
- Shareholder engagement signal: Say‑on‑Pay support improved to ~89.25% at the June 2024 AGM, reflecting responsiveness to investor feedback .
- Hedging/pledging: Directors are prohibited from hedging, short sales, and pledging/margining Company shares, reinforcing alignment with shareholders .
- Overboarding policy: Directors limited to ≤5 public boards (≤2 if an active public-company CEO); Board states all directors comply .
Fixed Compensation
| Component | Amount / Terms | Source |
|---|---|---|
| Annual cash retainer | $100,000 | |
| Audit Committee Chair retainer | $40,000 | |
| Compensation Committee member retainer | $20,000 | |
| 2024 cash actually paid to Curtis | $160,000 (sum of above) |
| 2024 Director Compensation: Harry C. Curtis | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 160,000 |
| Stock Awards (time-based RSUs) | 199,999 |
| Option Awards | — |
| Non-Equity Incentive Comp | — |
| Change in Pension/Deferred Comp | — |
| All Other Compensation | — |
| Total | 359,999 |
Program features:
- Directors could elect to receive the $100,000 annual cash retainer in RSUs (grant on first business day of 2024, vest on first business day of 2025). Each director also received a $200,000 annual RSU grant on the first business day of 2024, vesting in one installment the following year (pro‑rated if joining mid‑year). Curtis’s 2024 stock award value was $199,999 .
Performance Compensation
- Structure: Non-employee directors receive time-based RSUs (no performance metrics). The standard annual RSU vests in a single installment in the following calendar year; if the cash retainer is taken in RSUs, those also vest the following year .
- Clawback applicability: Equity awards are subject to NCLH’s clawback policy per the plan terms; the Company maintains a Dodd‑Frank–compliant clawback policy (primarily covering Section 16 officers) .
| 2024 Equity Grants (Director) | Grant Date | Grant Value ($) | Vesting |
|---|---|---|---|
| Annual RSU (time-based) | First business day of 2024 | 199,999 | Vests first business day of 2025 |
Other Directorships & Interlocks
- Other current public company boards: None disclosed for Curtis .
- Compensation Committee interlocks: None—during 2024, no NCLH executive served on another company’s comp committee that included a director serving on NCLH’s Compensation Committee (Curtis was a member) .
Expertise & Qualifications
- ~30 years of equity research in gaming/lodging/leisure; recognized by institutional investors for financial expertise and research innovation—valuable for understanding investor sentiment and cruise business drivers .
- Education/credentials: B.A. in English (Connecticut College); Chartered Financial Analyst .
- Audit committee financial expert designation by Board .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (as of Apr 2, 2025) | 37,609 ordinary shares; <1% of outstanding (443,440,226 shares outstanding) |
| Vested vs unvested RSUs (as of Dec 31, 2024) | Vested 26,692; Unvested 10,917 |
| Options outstanding | None (directors show no options outstanding) |
| Hedging/pledging | Prohibited for directors under insider trading policy |
| Director stock ownership guideline | 3× annual cash retainer; directors have exceeded or are on track within 5 years; retain 50% net-after-tax shares until compliant |
Governance Assessment
- Positives:
- Independent Audit Chair with “audit committee financial expert” status; strong financial oversight credentials and sector-specific research expertise relevant to cruises .
- Solid engagement/attendance: Board reports >75% attendance for all directors and full AGM participation; committees met regularly in 2024 (Audit 4; Compensation 5) .
- Alignment mechanisms: Time-based RSUs for directors; robust prohibitions on hedging, shorting, and pledging; director share ownership guideline (3× cash retainer) with Board-reported compliance trajectory .
- No disclosed related‑party transactions involving Curtis; no compensation committee interlocks .
- Watch items / potential red flags:
- Related-party transaction oversight resides with the Audit Committee but the Company notes it does not have a written related-party approval policy in the Audit Committee charter context—oversight is practiced but not codified via a standalone written policy, which some investors may prefer to see formalized .
- Broader Company related-party dealings (e.g., Galbut-affiliated ship charters and former CEO advisory fees) underscore the importance of rigorous, transparent Audit Committee oversight; none involve Curtis, but as Audit Chair, process robustness is a focal point for investor confidence .
Overall, Curtis’s independence, financial expertise, and leadership of the Audit Committee are positives for board effectiveness and investor confidence, with policy formalization around related-party approvals representing an area for potential governance enhancement .