Jose Cil
Norwegian Cruise Line HoldingsAbout José E. Cil
José E. Cil, age 55, is an independent Class III director of Norwegian Cruise Line Holdings (NCLH) who joined the Board in October 2023 and currently serves as Chair of the Technology, Environmental, Safety and Security (TESS) Committee and as a member of the Audit Committee . He is the former CEO of Restaurant Brands International (RBI) and holds a J.D. from the University of Pennsylvania Law School and a B.A. from Tulane University, bringing multi-decade global operating experience, sustainability oversight, and financial acumen that aligns with NCLH’s risk and TESS mandates .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Restaurant Brands International (RBI) | Advisor | Mar 2023 – Mar 2024 | Advised on post-CEO transition; sustainability framework leadership noted in bio |
| Restaurant Brands International (RBI) | Chief Executive Officer | Jan 2019 – Mar 2023 | Led global growth; developed “Restaurant Brands for Good” sustainability framework |
| Burger King (RBI) | Global President | Dec 2014 – Jan 2019 | Drove international expansion and brand performance |
| Burger King (RBI) | President, EMEA | Nov 2010 – Dec 2014 | Regional P&L leadership across Europe, Middle East & Africa |
| Walmart | VP & Regional GM, South Florida | Feb 2010 – Nov 2010 | Regional retail operations leadership |
| Burger King (pre-RBI) | Various roles incl. VP, Company Ops (US) | Sep 2008 – Jan 2010 | US operations leadership |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Notes |
|---|---|---|---|---|
| Restaurant Brands Europe (f/k/a Restaurant Brands Iberia) | Director | Current | Private | Current private company directorship |
| Carrols Restaurant Group (NASDAQ: TAST) | Director | Jan 2015 – Feb 2020 | Public (past) | Past public board service |
| Belen Jesuit Preparatory School | Board of Advisors | Current | Non-profit | Community/academic board |
| Other current public company boards | — | — | — | None listed for Mr. Cil in NCLH’s proxy |
Board Governance
- Independence and tenure: Independent director since October 2023; Class III nominee for term to 2028 .
- Committee assignments: Chair, TESS Committee; Member, Audit Committee .
- Committee scope (TESS): Oversight of sustainability, climate, human capital, safety and security, and technology including AI and cyber/privacy; quarterly review of metrics; deep-dives on privacy, data governance, cybersecurity, technology risks, AI, and GHG reporting .
- Audit oversight: Serves on the Audit Committee that reviewed the 2024 audited financials and auditor independence and recommended inclusion in the 10-K .
- Attendance and engagement: In 2024, the Board held 4 meetings; Audit 4; Compensation 5; Nominating & Governance 4; TESS 4; every director attended >75% of their board/committee meetings; all directors/nominees attended the 2024 AGM .
- Board leadership: Independent Chair (Stella David); all committees chaired by independent directors .
- Overboarding policy: Max five public boards for directors (two if active public-company CEO); all directors currently in compliance .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash fees | $160,000 | Fees earned or paid in cash in 2024 |
| Equity (time-based RSUs) | $199,999 | 2024 stock awards grant-date fair value (ASC 718) |
| Total | $359,999 | Cash + stock for 2024 |
| Program details | $100,000 annual cash retainer with right to elect RSUs in lieu of cash; plus $200,000 annual RSU on first business day of 2024; RSUs vest in one installment on first business day of following year; 2024 grant valued at $18.32 (1/2/2024 close) | Structural terms and grant price/vesting |
Performance Compensation
- Structure: Non-employee directors receive time-based RSUs; no performance-vested equity, bonus targets, or PSU metrics are disclosed for directors .
| Performance-conditioned awards | Status |
|---|---|
| PSUs / performance options | None disclosed for directors |
Other Directorships & Interlocks
- Current public company boards: None for Mr. Cil per NCLH proxy .
- Private company board: Director at Restaurant Brands Europe (private) .
- Potential interlocks/conflicts: NCLH’s related-party section discloses transactions involving other parties (e.g., arrangements with entities affiliated with a former director and consulting with the former CEO) but no transactions involving Mr. Cil are disclosed .
Expertise & Qualifications
- Education: J.D., University of Pennsylvania Law School; B.A., Tulane University .
- Domain expertise: Global multi-brand consumer operations, international expansion, and sustainability framework design (RBI) .
- Governance/oversight relevance: TESS Chair role aligns with AI/cyber, safety/security, and sustainability risk oversight priorities defined in the committee charter .
- Financial oversight: Audit Committee member with responsibility for financial reporting process and auditor independence oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 2, 2025) | 59,302 ordinary shares; <1% of outstanding |
| Ownership footnote | Includes 40,000 ordinary shares held indirectly by a trust |
| Shares outstanding (ref) | 443,440,226 ordinary shares outstanding (for % context) |
| Unvested RSUs (12/31/2024) | 16,375 unvested RSUs |
| Vested shares/units (12/31/2024) | 2,927 vested; 16,375 outstanding and unvested; 19,302 total shares/units subject to past awards (director line-item) |
| Hedging/pledging | Directors are prohibited from hedging, short sales, and pledging of Company stock |
| Director ownership guidelines | Non-employee directors must hold shares equal to 3x annual cash retainer; 5 years to comply; retain 50% of net after-tax shares until compliant; all directors have exceeded or are on track |
Governance Assessment
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Strengths
- Independent director with dual roles (TESS Chair; Audit member), indicating Board confidence in risk, technology/cyber, sustainability, and financial oversight contributions .
- Solid attendance culture (all directors >75%) and engagement (AGM attendance), supporting effective board process .
- Alignment mechanisms include mandatory ownership guidelines and prohibitions on hedging/pledging; director compensation is balanced cash/equity with time-based vesting .
- No related-party transactions disclosed involving Mr. Cil, reducing conflict risk .
- Overboarding policy in force and Board-wide compliance, mitigating time-commitment risk .
-
Watch items / Red flags
- None specific to Mr. Cil disclosed in the proxy; continue to monitor for any external affiliations that could create supplier/customer interlocks, though none are reported for him at NCLH .
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Investor sentiment context
- Say-on-Pay support improved to ~89.25% in 2024, suggesting better alignment with shareholder expectations (macro governance backdrop) .