Zillah Byng-Thorne
Norwegian Cruise Line HoldingsAbout Zillah Byng‑Thorne
Independent Class I director of Norwegian Cruise Line Holdings Ltd. (NCLH) since November 2022; age 50. Current CEO of Dignity plc (since June 2024) and former CEO/CFO of Future plc, with deep digital/media and e‑commerce operating experience. Serves on Audit, Compensation, and Nominating & Governance Committees; the Board has determined she is independent and Audit‑committee qualified as a financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Future plc (LSE) | Chief Executive Officer | Apr 2014 – Mar 2023 | Led large-scale digital transformation and growth |
| Future plc (LSE) | Chief Financial Officer | Nov 2013 – Mar 2014 | Finance leadership during transition to CEO |
| Trader Media Group (Auto Trader) | Interim CEO; CFO | 2012 – 2013; 2009 – 2012 | Digital marketplace leadership |
| Fitness First | Commercial Director & CFO | 2006 – 2009 | Consumer fitness operations/finance |
| Thresher Group | Chief Financial Officer | 2002 – 2006 | Retail finance leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Dignity plc | Chief Executive Officer | Current | Appointed June 2024 |
| Trustpilot Group plc (LSE) | Chairperson | Current | Public company board chair |
| M&C Saatchi Group (LSE) | Executive Chair | Past | Public company experience |
| Flutter Entertainment plc (LSE) | Non‑Executive | Past | Public company experience |
| THG plc (LSE) | Non‑Executive | Past | Public company experience |
| GoCo Group plc | Non‑Executive | Past | Formerly LSE‑listed |
| MiQ; GWI; CarTrawler | Non‑Executive Director | Past (Private) | Data/AdTech/Travel tech exposure |
Board Governance
- Committees: Audit; Compensation; Nominating & Governance. Audit Committee members (including Byng‑Thorne) are independent and all qualify as “audit committee financial experts” per Reg S‑K 407(d)(5) .
- Chair roles: None at NCLH (current chairs: Audit—Curtis; Compensation—Landry; N&G—Chidsey; TESS—Cil; Board Chair—Stella David) .
- Independence: Board determined she is independent under NYSE rules .
- Attendance: In 2024 there were 4 Board, 4 Audit, 5 Compensation, 4 N&G, 4 TESS meetings; each director attended >75% of Board/committee meetings; all then‑current directors attended the 2024 AGM in person/telephonically .
- Executive sessions: Independent directors held four executive sessions in 2024 .
- Overboarding policy: Limit of five total public boards; active public‑company CEOs limited to two public boards (excluding own). NCLH states all directors are in compliance .
Fixed Compensation (Director Pay Structure and 2024 Actuals)
- Director compensation policy (2024): $100,000 annual cash retainer; $200,000 annual RSU grant (granted first business day of year, vesting the first business day of the following year); committee member retainers $20,000; committee chair retainers $40,000; option to take the $100,000 cash retainer in RSUs; cruise benefit; pro‑ration for partial year .
- Program changes: Chairperson retainer increased to $225,000 effective Jan 1, 2025 (not applicable to Byng‑Thorne’s 2024 pay) .
| Metric | Amount |
|---|---|
| 2024 Fees Earned or Paid in Cash (Byng‑Thorne) | $160,000 |
| 2024 Stock Awards (grant‑date fair value) | $199,999 |
| 2024 Total Director Compensation | $359,999 |
| Components underlying cash (policy reference) | $100k Board retainer + $20k per committee (3 committees = $60k) |
Notes: Non‑employee directors held no outstanding stock options as of Dec 31, 2024 .
Performance Compensation
- NCLH does not use performance‑conditioned equity for directors; annual director equity is time‑based RSUs (2024 grants valued at $200,000 on grant, vesting one installment the first business day of the following year). Directors could elect to receive the $100,000 cash retainer in RSUs (elected by some directors; not disclosed as elected by Byng‑Thorne) .
Other Directorships & Interlocks
- Current public company directorships: Trustpilot Group plc (Chairperson) .
- Compensation Committee interlocks: For 2024, Compensation Committee members included Landry (Chair), Curtis, Byng‑Thorne (and later David); NCLH discloses no interlocks or insider participation concerns .
Expertise & Qualifications
- Domain skills: Strategy, operations, technology, marketing, and talent management; extensive experience in online gaming, digital media, and e‑commerce .
- Financial oversight: Audit Committee member; designated audit committee financial expert .
- Education/certifications: MA (Management, Glasgow); MSc (Behavioural Change, Henley); Chartered Management Accountant (CIMA); Qualified Treasurer (ACT) .
Equity Ownership
| Ownership element | Detail |
|---|---|
| Ordinary shares beneficially owned (4/2/2025) | 50,583 (<1%) |
| Unvested RSUs (12/31/2024) | 10,917 |
| Vested RSUs (cumulative as of 12/31/2024) | 18,376 |
| Options outstanding | None (non‑employee directors) |
| Shares outstanding (reference) | 443,440,226 ordinary shares (4/2/2025) |
| Hedging/pledging | Prohibited for directors (no hedging, short sales, or pledging) |
| Director ownership guideline | 3x annual cash retainer; directors must retain 50% of net shares until compliant; all non‑employee directors exceeded or are on track within 5 years |
Governance Assessment
- Board effectiveness: Byng‑Thorne’s tri‑committee service (Audit, Compensation, N&G) plus financial expert status strengthens oversight on financial reporting, pay design, and nominations/succession—key levers for investor confidence .
- Independence and engagement: Affirmed independent; >75% attendance with robust committee cadence; participates in a board that held four independent executive sessions in 2024 .
- Pay alignment: Director pay mix is equity‑tilted ($200k RSU vs. $160k cash in 2024), aligning with shareholders. Ownership guidelines and hedging/pledging prohibitions support alignment and risk control .
- Conflicts/related‑party exposure: No related‑party transactions disclosed involving Byng‑Thorne; Board’s only independence review note in 2024 related to another director (Galbut) and was resolved as independent .
- Workload/overboarding watchpoint: She is CEO of Dignity plc and Chair of Trustpilot while serving on NCLH’s Board and three committees; NCLH’s policy caps public boards (and imposes stricter limits for active public‑company CEOs) and states all directors are in compliance—mitigating overboarding risk at present .
- Shareholder sentiment context: NCLH’s 2024 Say‑on‑Pay support improved to ~89.25%, reflecting stronger compensation governance broadly (although this pertains to executives, it informs overall governance tone) .
RED FLAGS: None disclosed specific to Byng‑Thorne (no related‑party transactions; hedging/pledging prohibited; Compensation Committee interlocks not present) . Continuous monitoring recommended for potential overboarding risks given external executive/chair roles, though currently compliant with policy .