Mary Landry
Norwegian Cruise Line HoldingsAbout Mary E. Landry
Mary E. Landry, age 68, has served as an independent director of Norwegian Cruise Line Holdings Ltd. since June 2018. A former U.S. Coast Guard Rear Admiral with a 35-year U.S. government career, she brings deep expertise in marine safety, risk management, resilience, and cybersecurity, including service as Special Assistant to the President and Senior Director for Resilience Policy on the White House National Security Council. She currently chairs NCLH’s Compensation Committee and serves on the Technology, Environmental, Safety and Security (TESS) Committee. Education includes a National Security Fellowship (Harvard), M.A. in Marine Affairs (University of Rhode Island), M.A. in Management (Webster University), and B.A. in English (University of Buffalo), with NACD Board Leadership Fellow, NACD Directorship Certified, NACD CERT in Cybersecurity Oversight, and Harvard Corporate Director Certificate credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Coast Guard | Rear Admiral; Director, Incident Management Preparedness Policy; Commander, Eighth Coast Guard District; Director of Governmental and Public Affairs; multiple tours culminating in flag rank | 1980–2015 (various overlapping roles noted: 2007–2015, 2009–2011, 2012–2015) | Led operations across 26 states; oversight of 10,000+ personnel; enhanced preparedness, resilience, cybersecurity strategy |
| White House National Security Council | Special Assistant to the President and Senior Director for Resilience Policy | 2013–2014 | National resilience policy leadership; cybersecurity preparedness guidance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USAA | Chair, Compensation & Workforce Committee; Member, Risk & Compliance Committee | Current | Compensation oversight; risk/compliance governance |
| Sea Machines Robotics | Advisory Board Member | Current | Maritime autonomy advisory |
| NACD Florida Chapter | Board Member | Current | Director education; governance leadership |
| SCORE Association | Prior Industry Board Member | Prior | Small business mentoring |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, TESS Committee .
- Independence: Affirmatively determined independent under NYSE rules; seven of eight directors independent; CEO not independent due to employment .
- Attendance: In 2024, the Board held 4 meetings; Compensation 5; Audit 4; Nominating & Governance 4; TESS 4. Each director attended more than 75% of Board and committee meetings where they served .
- Executive sessions: Independent directors held four regularly scheduled executive sessions in 2024 without management; Chair presided .
- Compensation Committee practices: Engages independent consultant (Korn Ferry); committee assessed consultant independence and found no conflicts . Landry authored the 2025 Chair’s letter outlining alignment of incentive metrics with 2026 “Charting the Course” targets (Adjusted EPS, GHG intensity; LTI includes Adjusted ROIC, Net Leverage, Adjusted Operational EBITDA Margin) .
- Shareholder engagement signal: Say‑on‑Pay approval improved to ~89.25% in 2024 following program changes stewarded by the Compensation Committee .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director retainer |
| Committee chair fee (Compensation) | $40,000 | Chair fee schedule |
| Committee membership fee (TESS) | $20,000 | Member retainer (chair not eligible for member fee) |
| Total fees earned (cash) | $160,000 | Reported for Mary E. Landry |
| Equity (annual RSU grant) | $199,999 | Granted Jan 2, 2024; time‑based RSU |
| Total 2024 director compensation | $359,999 | Sum of cash and equity |
- Program features: Directors may elect to receive $100,000 cash retainer in RSUs; Landry did not elect RSUs for retainer in 2024 (only Abrams, Cil, S. David did) . Annual RSU grants vest in one installment on first business day of following year; retainers paid quarterly; reasonable out‑of‑pocket expenses reimbursed .
Performance Compensation
- Director equity is time‑based (not tied to performance metrics). No options outstanding for non‑employee directors; RSUs vest on a time schedule to align interests .
| Stock Award Details | Grant Date | Shares | Grant‑Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Annual RSU (Director grant) | Jan 2, 2024 | 10,917 | $199,999 | Vests first business day of 2025 (single tranche) |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Landry .
- Potential interlocks: None disclosed; related‑party transactions in 2024–2025 involved other individuals (Galbut entities; Del Rio consulting) and were reviewed; no indication of Landry involvement .
Expertise & Qualifications
- Maritime operations, safety, risk oversight, and government policy leadership from USCG tenure, including command over multi‑state operations and public affairs .
- Cybersecurity preparedness and resilience policy experience at White House NSC; NACD CERT cybersecurity oversight credential .
- Formal education and director credentials: National Security Fellowship (Harvard), M.A. Marine Affairs (URI), M.A. Management (Webster), B.A. English (Buffalo); NACD Board Leadership Fellow; NACD Directorship Certified; Harvard Corporate Director Certificate .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (ordinary shares) | 50,158 | As of April 2, 2025 |
| Unvested RSUs (12/31/2024) | 10,917 | As of year‑end 2024 |
| Options (exercisable/unexercisable) | None | Non‑employee directors had no outstanding options |
| Ownership guideline | 3x annual cash retainer | Directors must hold 3x cash retainer; 5‑year compliance window; must retain 50% of net shares until compliant |
| Compliance status | Exceeding/on track | All non‑employee directors have exceeded or are on track |
| Hedging/pledging policy | Prohibited for directors | No hedging, short sales, or pledging; margining prohibited |
Governance Assessment
- Strengths: Independent chairing of Compensation Committee; clear investor engagement and measurable improvements in Say‑on‑Pay outcomes; adoption of robust clawback policy for Covered Executives; firm prohibitions on director hedging/pledging; compliance‑oriented ownership guidelines enhancing alignment .
- Engagement and attendance: Committee and board attendance exceeded 75% with regular independent executive sessions—supports board effectiveness and oversight .
- Potential conflicts: No Landry‑specific related‑party transactions disclosed; Korn Ferry engagement vetted for independence; cruise benefit exists for directors and retirement benefit after 9+ years—monitor optics, but program disclosed and standard in industry .
- Risk indicators: No legal proceedings/SEC investigations disclosed for Landry; overboarding policy in place and directors in compliance; no director pledging allowed—reduces alignment risk .