John Chidsey
Norwegian Cruise Line HoldingsAbout John Chidsey
John W. Chidsey, age 62, rejoined NCLH’s Board in February 2025 (previously served April 2013–January 2022) and currently chairs the Nominating & Governance Committee and serves on the Audit Committee; he is classified as an independent director under NYSE rules . He is the former CEO of Subway Restaurants (2019–2024) and previously held senior leadership roles at Burger King and Cendant; he holds an MBA and JD from Emory University and a BA from Davidson College and is a CPA, bringing legal, finance, and multinational operating expertise; the Board identifies him as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Subway Restaurants | Chief Executive Officer | Nov 2019 – Dec 2024 | Led global brand; brings multi-national operations experience to NCLH |
| Burger King Holdings, Inc. | CEO; Chairman; President & CFO; President (North America/Americas); EVP/Chief Administrative & Financial Officer | Mar 2004 – Oct 2010 (various roles 2004–2010); Sept 2005 – Apr 2006 CFO | Public company leadership; capital deployment and shareholder alignment experience |
| Cendant Corporation | Chairman & CEO, Vehicle Services Division ($5.9B) and Financial Services Division ($1.4B); SVP, Preferred Alliances | 1996 – 2003 | Led large divisions including Avis, Budget, PHH, Wright Express; Jackson Hewitt |
| PepsiCo | Director of Finance, Pepsi-Cola Eastern Europe; CFO, PepsiCo World Trading Co., Inc. | Beginning in 1992 | International finance and trading experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Encompass Health (formerly HealthSouth), NYSE: EHC | Director (Past) | Prior years (served through at least 2021) | Listed among past public company boards ; EHC proxies show service and beneficial ownership as director |
| Burger King Holdings, Inc. | Director/Chairman (Past) | 2008–2011 (Chairman/co-chairman), various director roles | Past board service per career summary |
| Brinker International (Chili’s), NYSE: EAT | Director (Past) | 2019 | Brinker proxy lists Chidsey as director in 2019 (Audit, Compensation) |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Audit .
- Independence: Board affirmatively determined Chidsey and seven of eight directors are independent; CEO Harry Sommer is not independent due to employment .
- Board leadership and executive sessions: Independent Chair (Stella David); independent committee chairs; four executive sessions of independent directors in 2024 .
- Attendance: In 2024 the Board held four meetings; Audit (4), Compensation (5), Nominating & Governance (4), TESS (4). Each director attended >75% of aggregate Board and committee meetings .
- Overboarding: Policy limits directors to ≤5 public boards (≤2 if an active public-company CEO); Audit members limited to ≤2 other audit committees unless Board determines no impairment; all directors currently in compliance .
- Hedging/pledging: Directors prohibited from hedging, short-selling, margining or pledging Company securities .
Fixed Compensation
| Component | Amount/Terms | Applicability to Chidsey | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | Yes | Directors can elect to receive the $100,000 retainer in RSUs in lieu of cash; grant on first business day of year, vests next year . |
| Committee chair fee | $40,000 | Yes (Nominating & Governance Chair) | Chairperson of each standing committee receives $40,000; chair not eligible for member retainer of same committee . |
| Committee member retainer | $20,000 | Yes (Audit member) | Member retainer per committee (Audit, Compensation, Nominating & Governance, TESS) . |
| Annual RSU award | $200,000 grant-date value | Yes | Granted first business day of year; vests in one installment the following calendar year; pro-rated if joined after first business day . |
| Board Chair retainer | $225,000 (effective 1/1/2025) | No | Increase for Board Chair only (Stella David) to offset forfeited third-party compensation . |
| Travel/perquisites | Annual cruise for director+guest; cruise retirement benefit after ≥9 years; reimbursement of reasonable out-of-pocket meeting expenses | Yes | Program applies to non-employee directors . |
In 2024, non-employee directors received cash and RSU compensation under this program; Chidsey rejoined in February 2025, so 2024 director compensation amounts did not include him .
Performance Compensation
- No director performance-based pay: Non-employee director equity consists of time-based RSUs; Company does not currently grant stock options to directors and none were outstanding for non-employee directors as of year-end 2024 .
Other Directorships & Interlocks
| Company | Relationship to NCLH | Potential Interlock/Conflict |
|---|---|---|
| Encompass Health (EHC) | No supplier/customer linkage disclosed | No related-party transactions disclosed involving Chidsey; independence affirmed . |
| Brinker International (EAT) | No supplier/customer linkage disclosed | Past directorship; no NCLH-related transactions disclosed . |
| Burger King Holdings | No linkage disclosed | Past leadership/directorship; no NCLH-related transactions disclosed . |
Expertise & Qualifications
- Audit committee financial expert; deep legal, finance, accounting and global operational experience (PepsiCo, Burger King, Cendant); aligns Board oversight with shareholder priorities and complex logistics of cruise operations .
- Education and credentials: MBA (Finance & Accounting), JD (Emory), BA (Davidson), CPA .
Equity Ownership
| Holder | Ordinary Shares Beneficially Owned | Percent of Class | As of |
|---|---|---|---|
| John Chidsey | — | * | April 2, 2025 |
- Director share ownership policy requires non-employee directors to own 3x the annual cash retainer (valued annually); directors must retain 50% of net after-tax shares from awards until compliant; five-year compliance window. The Company states all non-employee directors have exceeded requirements or are on track within five years .
- Directors are prohibited from hedging, short-selling, or pledging Company stock, supporting alignment with shareholder interests .
Governance Assessment
- Strengths: Independent director with chair role on Nominating & Governance; audit financial expertise; strong multinational, consumer-operations background enhances Board oversight of safety, sustainability, risk, and capital allocation .
- Alignment and incentives: Standardized director pay structure with equity RSUs and meaningful ownership guidelines; prohibitions on hedging/pledging strengthen alignment; engagement practices include executive sessions and robust committee oversight .
- Attendance/engagement signals: Board and committees met regularly in 2024; all directors achieved >75% attendance; independent leadership structure maintained .
- Conflicts/related parties: No related-party transactions disclosed for Chidsey; Board independence affirmed; prior review of other directors’ relationships indicates active oversight of independence and conflicts .
- Overboarding risk: Company policy limits external commitments; Board confirms compliance, mitigating overextension concerns .
Context: NCLH’s shareholder outreach and compensation governance improved say-on-pay support to ~89.25% in 2024, reflecting stronger investor confidence in oversight; while focused on NEO pay, this signals board responsiveness to shareholder feedback .