Stella David
Norwegian Cruise Line HoldingsAbout Stella David
Independent Chairperson of the Board at Norwegian Cruise Line Holdings Ltd. (NCLH); age 62; director since January 2017. Former CEO of William Grant & Sons with deep marketing/branding expertise; Engineering degree from Cambridge University. Currently serves on the Compensation and Nominating & Governance Committees; previously served on the TESS Committee through February 4, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Entain plc | Interim Chief Executive Officer | Dec 2023 – Aug 2024; Feb 2025 – Present | Executive leadership of LSE-listed sports betting/gaming group; governance and risk oversight aligned to public company standards . |
| C&J Clark Limited | Interim Chief Executive Officer | Jun 2018 – Apr 2019 | Led turnaround of international footwear retailer . |
| William Grant & Sons Limited | Chief Executive Officer | Aug 2009 – Mar 2016 | Drove growth of premium/luxury brands; expansion into new markets . |
| Bacardi Limited | SVP/Chief Marketing Officer; CEO for UK/Irish/Dutch/African | 1999–2009 | Brand building and regional P&L leadership . |
External Roles
| Organization | Role | Tenure | Listing/Status |
|---|---|---|---|
| Entain plc | Director | Mar 2021 – Present | LSE-listed . |
| Bacardi Limited | Director | Jun 2016 – Present | Private company . |
| Domino’s Pizza Group plc | Director | Feb 2021 – Dec 2023 | LSE-listed (former) . |
| Vue International | Director | Jan 2023 – Dec 2023 | Private (former) . |
| HomeServe plc | Director | Nov 2010 – Nov 2022 | LSE-listed (former) . |
| C&J Clark Limited | Director | Mar 2012 – Feb 2021 | Private (former) . |
| Nationwide Building Society | Director | 2003 – 2010 | UK mutual (former) . |
Board Governance
- Board leadership: Independent Chairperson (Stella David); CEO is a separate director (Harry Sommer). All committees chaired by independent directors; Board periodically reviews leadership structure .
- Independence: Board determined Stella David is independent under NYSE rules .
- Committee assignments: Compensation Committee member; Nominating & Governance Committee member; TESS Committee (served through Feb 4, 2025) .
- Attendance: In 2024 there were 4 Board meetings and 4/5/4/4 meetings for Audit/Compensation/Nominating & Governance/TESS; each director attended >75% of aggregate Board/committee meetings. Independent directors held four executive sessions; the Chair presides at executive sessions .
- AGM attendance: All then-current directors and nominees attended the 2024 AGM in person or telephonically .
- Overboarding: Policy limits total public boards to five (two if an active CEO); NCLH states all directors are in compliance; Nominating & Governance considers time commitments explicitly .
Fixed Compensation
Director cash/equity pay structure and Stella David’s disclosed amounts:
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer (program terms) | $100,000 | $100,000; directors may elect RSUs in lieu of cash |
| Committee Chair Fees (program terms) | Audit $35,000; Compensation $30,000; Nominating & Governance $20,000; TESS $25,000 | Audit/Comp/Nominating/TESS $40,000 each; plus committee member retainers $20,000 |
| Equity Retainer (program terms) | $195,000 RSUs; granted first business day of 2023, vests the first business day of 2024 | $200,000 RSUs; granted first business day of 2024 (Jan 2, 2024), vests the first business day of 2025 |
| Stella David – Fees Earned (Cash) | $120,000 | $237,174 |
| Stella David – Stock Awards (Fair Value) | $194,990 | $199,999 |
| Stella David – Total Director Compensation | $314,990 | $437,173 |
| 2025 Chair Retainer Change | n/a | Chair retainer increased to $225,000 effective Jan 1, 2025; Board notes Ms. David had to forfeit third-party compensation to assume role |
Additional details:
- RSU election: Ms. David elected to receive her full annual retainer in RSUs in 2023 (8,432 RSUs) and 2024 (5,458 RSUs); values reported as though paid in cash .
- Grant price basis: 2024 director RSUs valued using $18.32 closing price on Jan 2, 2024 .
Performance Compensation
Directors receive time-based RSUs (no performance metrics). For governance context, NCLH’s executive incentives (which the Compensation Committee oversees) are heavily performance-based:
2024 Annual Cash Incentive Metrics (company-wide)
| Metric | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA | $2.016B | $2.200B | $2.359B | $2.534B (comp definition) | 180% of target |
| Strategic Health & Safety Goal | — | Certificate inspections cleared; Fleet avg USPH score ≥92 | — | Achieved | 10% (target) |
| Sustainability Goal | — | ≥59% of fleet with shore power installed by YE 2024 | — | Achieved (>59%) | 10% (target) |
| Total Payout | — | — | — | — | 200% |
2025 Program alignment to long-term targets:
- Short-term: Adjusted EPS and GHG intensity reduction; Long-term: Adjusted ROIC, Net Leverage, Adjusted Operational EBITDA Margin per Charting the Course targets .
Other Directorships & Interlocks
| Company | Sector | Relationship to NCLH |
|---|---|---|
| Entain plc (current) | Sports betting/gaming | No direct disclosed transaction interlocks with NCLH; potential general-sector adjacency via onboard gaming common in cruise industry (no related-party transaction disclosed in reviewed sections). |
| Bacardi Limited (current) | Beverages | No disclosed related-party transactions in reviewed sections. |
| Domino’s Pizza Group plc (former) | Restaurants | None disclosed. |
| HomeServe plc (former) | Home services | None disclosed. |
| Vue International (former) | Entertainment | None disclosed. |
| C&J Clark Limited (former) | Footwear | None disclosed. |
| Nationwide Building Society (former) | Financial services | None disclosed. |
Note: NCLH overboarding policy addresses active CEO service limits; Ms. David’s current public company board count and active CEO role are represented as compliant by the company .
Expertise & Qualifications
- Engineering degree, Cambridge University .
- CEO experience in global spirits (William Grant & Sons); senior marketing leadership at Bacardi; extensive boardroom governance/risk expertise .
- As Chair, presides over independent executive sessions and supports Board risk oversight across committees .
Equity Ownership
| Item | Detail |
|---|---|
| Unvested RSUs at 12/31/2024 | 16,375 |
| Unvested RSUs at 12/31/2023 | 24,873 |
| Options outstanding | None for non-employee directors |
| Director Share Ownership Policy | Non-employee directors must own shares equal to 3x annual cash retainer; five-year compliance window; must retain 50% of net after-tax shares until compliant . |
| Compliance status | “Exceeded or on track” for directors (2025 proxy); (2024 proxy: “exceeded” for all) |
| Hedging/Pledging | Prohibited for directors (no hedging, short sales, pledging, margining) . |
Governance Assessment
-
Strengths
- Independence and leadership: Independent Chair; committees led/chaired by independent directors; clear separation between CEO and Chair roles .
- Engagement and oversight: >75% attendance; multiple executive sessions; active shareholder outreach on pay (89.25% Say-on-Pay approval in 2024) .
- Pay alignment: Director equity via RSUs; Ms. David elected RSUs in lieu of cash in 2023 and 2024, increasing alignment; no options; ownership policy and hedging/pledging prohibitions enhance alignment .
- Compensation governance: Member of Compensation Committee; Committee uses independent consultant Korn Ferry with no conflicts; robust clawback policy implemented .
-
Watch items / potential risks
- Time commitment: Concurrent interim CEO role at Entain (Feb 2025 – Present) increases workload; however, NCLH overboarding policy asserts compliance and the Nominating & Governance Committee reviews time commitments .
- Chair retainer increase: 2025 Chair retainer raised to $225,000 due to forfeited third-party compensation; rationale disclosed (not inherently problematic, but monitor compensation governance optics) .
-
Signals for investor confidence
- Strong Say-on-Pay rebound (89.25% in 2024) and direct incorporation of shareholder feedback into 2025 metrics (Adjusted ROIC, Net Leverage, Operational EBITDA Margin) demonstrate responsive governance .
- Clear prohibition of hedging/pledging and defined ownership guidelines support “skin-in-the-game” alignment for directors .
RED FLAGS: None explicit in reviewed disclosures for Stella David regarding related-party transactions, attendance shortfalls, hedging/pledging, or option repricing .
Director Compensation Details (Stella David)
| Component | 2023 | 2024 |
|---|---|---|
| Cash Fees | $120,000 | $237,174 |
| Equity (RSUs) – Annual Retainer | $194,990 (granted 1/3/2023; vests first business day of 2024) | $199,999 (granted 1/2/2024; vests first business day of 2025) |
| RSUs Elected In Lieu of Cash Retainer | 8,432 RSUs | 5,458 RSUs |
| Total | $314,990 | $437,173 |
Executive Incentive Metrics Overseen by Compensation Committee (Context)
| Year | Adjusted EBITDA | Strategic Goal | Sustainability Goal | Total Payout |
|---|---|---|---|---|
| 2023 | $1.916B (comp definition) vs $1.8–$1.9B target; 91% payout | Delivery of Vista, Norwegian Viva, Seven Seas Grandeur achieved; 10% payout | Interim GHG intensity reduction targets announced; 10% payout | 111% of target |
| 2024 | $2.534B (comp definition) vs $2.2B target; 180% payout | Fleet safety certs cleared; USPH ≥92; 10% payout | Shore power ≥59% of fleet; achieved; 10% payout | 200% of target |
Say‑on‑Pay & Shareholder Feedback
- 2024 AGM: 89.25% votes cast in favor of 2023 NEO compensation; ongoing direct engagement with holders representing ~20% of outstanding shares .
- 2023 AGM: 63.2% votes cast in favor of 2022 compensation; Compensation Committee refreshed program and continued engagement .
Education
- Degree in Engineering, Cambridge University .
Notes
- All facts, figures, and statements are sourced from NCLH’s 2025 and 2024 DEF 14A proxy statements as cited above.