Patrik Dahlgren

About Patrik Dahlgren

Executive Vice President, Chief Vessel Operations and Newbuild Officer at Norwegian Cruise Line Holdings (NCLH), responsible for marine/technical operations, hotel operations, entertainment, cruise programs, security, and newbuild across the three brands. He joined NCLH on June 12, 2023 under an employment agreement; his 2024 base salary was $920,000, rising to $975,000 effective Jan 1, 2025 . Dahlgren brings 20+ years of cruise operations experience, previously serving as Senior Vice President of Global Marine Operations at Royal Caribbean Group and earlier as VP Technical Operations and Director of Newbuild & Innovation; he spent over a decade at sea including as Captain. He holds a BSc in Nautical Science (Kalmar University, Sweden) and an MBA (London School of Economics) . Company performance metrics tied to pay emphasized profitability and capital discipline: 2024 Adjusted EBITDA materially exceeded target ($2.534B actual vs $2.200B target), driving a maximum 200% annual bonus payout; long‑term incentives use Adjusted EPS and Adjusted ROIC, with 2025 metrics further aligned to NCLH’s 2026 “Charting the Course” targets .

Past Roles

Organization	Role	Years	Strategic Impact
Royal Caribbean Group	SVP, Global Marine Operations	2016–2022	Led maritime ops and fleet optimization across >60 ships; directed >10,000 team members; energy/decarbonization program and newbuild design inputs .
Royal Caribbean Group	VP, Technical Operations	2014–2016	Oversaw technical operations across fleet .
Royal Caribbean Group	Director, Newbuild & Innovation	2011–2013	Drove newbuild/innovation projects .
Various cruise lines	Captain / Master Mariner (at sea)	Prior to 2011	>10 years at sea including as Captain; foundational ship operations expertise .

External Roles

Organization	Role	Years	Strategic Impact
Healthy Sail Panel (joint NCLH & Royal Caribbean initiative)	Member	Not disclosed	Contributed to industry’s post‑COVID restart protocols and recommendations .

Fixed Compensation

Component	2023	2024	Notes
Base Salary ($)	$500,548	$920,000	2023 reflects pro‑rated salary from June 12, 2023 start; annualized base rate was $900,000 .
Target Annual Bonus (% base)	100%	100%	NEO annual incentives set vs consolidated NCLH metrics .
Actual Annual Bonus ($)	$555,609	$1,840,000	Paid at 200% of target for 2024 (see Performance Compensation) .
All Other Compensation ($)	$21,312	$46,830	2024 detail: auto allowance $18,000, 401(k) match $5,000, exec medical premium $22,896, other $934 .
2025 Base Salary ($)	—	$975,000 (effective 1/1/2025)	Set via peer benchmarking; no automatic increases policy .

Performance Compensation

2024 Annual Cash Incentive – Corporate Metrics and Payout

Metric	Weight/Payout Range	Target	Actual	Payout Result
Adjusted EBITDA	0–180% of target (most heavily weighted)	$2.200B	$2.534B	Maximum achieved within this metric (counts toward 200% total cap) .
Health & Safety (strategic)	0–10% of target (capped at target)	Pass PSC certificates; fleet avg. USPH ≥92	Achieved	Paid at target (10%) .
Sustainability (shore power)	0–10% of target (capped at target)	≥59% of fleet shore‑power enabled by YE24	Achieved (>59%)	Paid at target (10%) .
Total Payout	—	—	—	200% of target .

Executive	Target Bonus ($)	Actual Paid ($)	% of Target
Patrik Dahlgren	$920,000	$1,840,000	200% .

Notes:

Annual incentives are based on consolidated NCLH performance objectives; Compensation Committee can consider extraordinary items per plan terms .

Long-Term Equity Incentives (granted March 1, 2024)

Award Type	Grant Date	Units / Range	Grant Date Fair Value ($)	Vesting	Performance Metrics
RSUs	3/1/2024	53,395 units	$1,029,990	Time-based, equal installments on Mar 1 of 2025, 2026, 2027 .	Time-based only.
PSUs (Target)	3/1/2024	Target 53,395 (range 13,349–106,790)	$1,029,990	0–200% vesting based on performance; time-based vest through Mar 1, 2027 .	Adjusted EPS and Adjusted ROIC (three-year program) .

Additional equity program policies:

NCLH shifted to a 50/50 RSU/PSU mix for NEOs beginning in 2023 and continued in 2024 .
The company has not granted stock options since 2016 and does not currently intend to do so .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership	36,237 NCLH shares as of April 2, 2025; <1% of outstanding (443,440,226 shares). Approx. 0.008% based on reported counts .
Share Ownership Policy	EVPs must hold shares equal to 3× base salary; values determined annually by prior‑year average share price .
Compliance Status	All NEOs except Dahlgren currently exceed required ownership; Dahlgren has 5 years from becoming subject to policy to comply; must retain 50% of net shares until compliant .
Hedging/Pledging	Hedging, short‑selling, and pledging are prohibited for senior officers and directors .
Clawback	Comprehensive clawback policy covering both cash and equity .

Vesting overhang and potential selling pressure:

RSUs vest on March 1 of 2025, 2026, 2027; PSUs have a three‑year performance period with time‑based vest through March 1, 2027, creating concentrated vest dates that may correspond with routine tax‑withholding transactions; monitor Form 4 filings around these dates .

Employment Terms

Term	Detail
Position & Start	EVP, Chief Vessel Operations and Newbuild Officer; employment agreement dated June 12, 2023 .
Term & Renewal	Initial term through Dec 31, 2025; auto‑renews annually unless notice given ≥60 days before term end .
Cash Compensation	Minimum base salary $900,000 (increased to $920,000 for 2024; $975,000 effective Jan 1, 2025); annual cash performance incentive opportunity set by Compensation Committee .
LTI & Benefits	Long‑term equity as determined by Compensation Committee; executive medical plan; $1,500/month car allowance .
Severance & CIC	Company policy disallows single‑trigger benefits; CIC benefits are double‑trigger (no single‑trigger) . Estimated values as of Dec 31, 2024 shown below .

Estimated Payments (as of Dec 31, 2024)

Scenario	Severance Payment ($)	Insurance Continuation ($)	Equity Acceleration ($)
Death or Disability	1,840,000	—	3,184,345 .
Termination Without Cause or Good Reason	3,680,000	83,191	— .
Change in Control Termination (double‑trigger)	3,680,000	83,191	7,217,805 .
Retirement	1,840,000	83,191	6,227,509 .

Compensation Structure Analysis

Pay mix and performance alignment: 2024 annual incentive paid at 200% of target on outperformance against a rigorous Adjusted EBITDA target (>$2.2B target; $2.534B actual) with capped non‑financial metrics reinforcing safety and sustainability; equity is balanced 50/50 between PSUs and RSUs since 2023, increasing at‑risk pay tied to multi‑year outcomes .
Governance enhancements: No hedging/pledging; no single‑trigger CIC; no 280G excise tax gross‑ups; comprehensive clawback—indicators of shareholder‑friendly design .
Shareholder feedback loop: Say‑on‑pay approval improved from 15.4% (2022) to 89.25% (2024) with 2025 metrics aligned to 2026 strategy (Adjusted EPS, GHG intensity, Adjusted ROIC, Net Leverage, Adjusted Operational EBITDA Margin) .

Performance & Track Record

Operational leadership: Led large‑scale fleet operations at Royal Caribbean (>60 ships) and contributed to post‑COVID restart protocols via the Healthy Sail Panel, indicating deep operational and safety expertise .
Company results tied to pay: 2024 NCLH Adjusted EBITDA exceeded target, driving maximum bonus outcomes for NEOs including Dahlgren .
Market feedback: Say‑on‑pay approval at 89.25% in 2024, reflecting improved alignment and responsiveness to investors .

Investment Implications

Retention and alignment: Significant unvested equity (time‑ and performance‑based) with vesting through March 2027 and a 3× salary ownership requirement (not yet met) should support retention and restrain discretionary selling; monitor March 1 vesting windows for routine Form 4 activity .
Execution incentives: 2024–2025 pay design emphasizes Adjusted EBITDA, Adjusted EPS, Adjusted ROIC and 2026 strategic targets (including GHG intensity), aligning Dahlgren’s incentives with profitability, capital returns, leverage reduction, and sustainability execution—key levers for NCLH’s deleveraging and margin expansion story .
Downside protections and change risk: Double‑trigger CIC and defined severance limit windfalls and create measured protection; equity acceleration under CIC termination ($7.22M est.) is meaningful and could factor into leadership stability in strategic events .
Governance quality: Prohibitions on hedging/pledging, no option repricing, no excise tax gross‑ups, and a broad clawback reduce governance red flags and potential overhangs for investors .

Citations:

2025 DEF 14A (published Apr 29, 2025): .
2024 DEF 14A (published Apr 29, 2024): .
NCLH corporate site/bio and press releases: Management team bio and education/role scope ; press release announcing hire and prior roles .