Mark Kempa

About Mark Kempa

Executive Vice President and Chief Financial Officer of NCLH since August 2018 (Interim CFO March–August 2018); with the company since 1998 across finance, capital planning, and newbuild cost control, and instrumental in NCLH’s 2013 IPO and 2014 Prestige acquisition. Age 53; Bachelor’s degree in Accounting from Barry University . Company performance during his recent tenure improved materially: Adjusted EBITDA rose to $2,534.0 million in 2024 from $1,916.4 million in 2023, while Net Income increased to $910.3 million in 2024 from $166.2 million in 2023; TSR (value of $100 investment) was $44.05 in 2024 vs. $34.31 in 2023 .

Past Roles

Organization	Role	Years	Strategic Impact
Norwegian Cruise Line Holdings Ltd.	EVP & CFO	Aug 2018–Present	Led finance during EBITDA and profitability recovery; stewarded capital allocation and leverage reduction initiatives .
Norwegian Cruise Line Holdings Ltd.	Interim CFO	Mar 2018–Aug 2018	Maintained financial leadership through transition .
NCLH	SVP, Finance	Nov 2014–Aug 2018	Senior finance leadership post-Prestige acquisition .
NCLH	VP / Director, Corporate & Capital Planning	Jan 2007–Nov 2014	Instrumental in completing NCLH’s IPO (2013) and Prestige acquisition (2014) .
NCLH	Director, Newbuild Cost & Control	Jan 2003–Dec 2006	Financial oversight of global newbuild program (multi‑year assignment in Germany) .
NCLH	Accounting & Internal Audit roles	May 1998–Dec 2002	Built foundational finance controls and reporting .

External Roles

Organization	Role	Years	Strategic Impact
International Voyager Media	Assistant Controller	Pre-1998	Travel portfolio finance experience prior to joining NCLH .

Fixed Compensation

Multi-year compensation (USD):

Metric	2022	2023	2024
Base Salary	$900,000	$900,000	$940,000
Bonus	$0	$1,000,000 (retention)	$1,000,000 (retention)
All Other Compensation	$54,257	$40,152	$41,531
Total Fixed (Salary + Bonus + Other)	$954,257	$1,940,152	$1,981,531

Key fixed terms:

Employment agreement term: July 17, 2023–December 31, 2026; auto-renewal annually unless 60‑day non-renewal notice .
Car allowance: $1,500 per month .
Benefits: executive medical plan; standard company benefits .

Performance Compensation

Annual Cash Incentive – 2024:

Target: $940,000 (100% of base); Max: $1,880,000; Actual paid: $1,880,000 (200% of target) .
Metrics and payout:

Metric	Weighting / Structure	Target / Threshold / Max	Actual	Payout Contribution
Adjusted EBITDA	0–80% of total	$2.200B target; $2.016B threshold; $2.359B max	$2.534B (comp metric definition)	180% of target (max for this component)
Strategic Health & Safety	10%	Successful PSC inspections; fleet avg USPH ≥92	Achieved	10% (target)
Sustainability	10%	≥59% fleet with shore power by YE2024	Achieved (>59%)	10% (target)
Total	—	—	—	200% of target

2024 Equity Awards (granted March 1, 2024):

RSUs: 54,950 units; grant-date fair value $1,059,986; vests in equal installments on March 1, 2025, 2026, 2027 .
PSUs (target): 54,950 units; threshold 13,738; max 109,900; grant-date fair value $1,059,986; performance metrics: average Adjusted EPS growth (12/31/2023–12/31/2026) and Adjusted ROIC as of 12/31/2026; time-based vesting through March 1, 2027 .

Multi-year equity compensation (grant-date fair value):

Metric	2022	2023	2024
Stock Awards (RSUs/PSUs)	$1,895,383	$1,999,994	$2,119,971

Program design highlights:

At least 50% of annual equity is performance-based with three-year performance periods; no stock options granted since 2016 .

Equity Ownership & Alignment

Beneficial ownership: 292,675 ordinary shares (includes 45,000 options exercisable within 60 days); <1% of outstanding shares (443,440,226) .
Stock ownership guideline: 3× base salary for EVPs; all NEOs other than Mr. Dahlgren currently exceed requirements; executives must retain 50% of net after-tax shares until compliant .
Hedging/pledging: Senior officers and directors prohibited from hedging, short selling, margining or pledging company securities .
Outstanding awards (as of 12/31/2024):
- Options exercisable: 30,000 @ $56.19 exp. 6/30/2025; 15,000 @ $50.31 exp. 2/28/2026 .
- Unvested RSUs: 44,034 (2015/2022 grants) and 54,950 (2024 grant) .
- Unearned PSUs (subject to performance): 102,564 (Mar 2022); 132,100 (2023 awards, assumes 200% in table note); 109,900 (2024 awards, assumes 200% in table note) .

Employment Terms

Provision	Details
Term & Renewal	Initial term through Dec 31, 2026; auto-renews annually; 60-day notice for non-renewal .
Severance (no CIC)	If terminated without cause or for good reason: 2× base salary (paid over 12 months), pro‑rata actual annual bonus for year of termination, up to 18 months benefits continuation .
Change-in-Control	Double-trigger only: if terminated without cause/for good reason in connection with a CIC, full accelerated vesting of outstanding unvested equity awards; no single-trigger vesting .
Tax Gross-Ups	None; 280G excise tax “cut back” to optimize after-tax outcome .
Retirement & Death/Disability	Accelerated/pro‑rata vesting mechanics for RSUs/PSUs granted since 2020 per plan; specific retirement eligibility terms include continued vesting for PSUs awarded on/after eligibility date .
Restrictive Covenants	Confidentiality; 2-year non-compete and non-solicit post-termination .
Clawback	Mandatory Dodd-Frank/NYSE clawback for erroneously awarded incentive comp; discretionary recovery for misconduct .

Investment Implications

Strong pay-for-performance alignment: 2024 cash incentive paid at 200% on clear, disclosed metrics (EBITDA, safety, sustainability), and 50% of equity tied to three-year EPS/ROIC, anchoring incentives to profitability, capital efficiency, and long-term value creation .
Ownership and discipline: Compliance with 3× salary ownership guideline, prohibition on hedging/pledging, and robust clawback reduce misalignment and governance risk .
Calendar supply risk: RSUs vest on March 1 each year (2025–2027), and options expire mid-2025 and early 2026, creating predictable windows that could elevate insider selling/activity around vest/exercise dates; monitor Form 4 filings near those dates .
Execution track record: Tenured CFO with IPO/M&A and newbuild finance experience; operating metrics and TSR improved in 2023–2024 alongside EBITDA/Net Income recovery, supportive of continued deleveraging and margin initiatives tied to management’s 2026 “Charting the Course” targets .