NCL CORP Ltd. 8-K

What Happened
NCL CORP Ltd. (via parent Norwegian Cruise Line Holdings Ltd., “NCLH”) filed an 8‑K disclosing that John W. Chidsey was appointed President and Chief Executive Officer effective February 12, 2026, and that on March 26, 2026 NCLH (and a subsidiary) entered into an employment agreement and a restricted share unit award agreement with Mr. Chidsey. His employment runs initially through March 1, 2030 and automatically renews annually unless notice is given. Key pay terms include a $1,715,000 annual base salary, a fixed $2,900,000 bonus for fiscal 2026, and a target annual bonus of at least 175% of base salary (maximum at least 350%) beginning in fiscal 2027. As an inducement, he received a target award of 2,139,892 restricted share units (RSUs/PSUs) split between time‑based RSUs and performance stock units (PSUs) tied to total shareholder return (TSR CAGR) measured through December 31, 2029.

Key Details

• Base salary: $1,715,000 per year; 2026 fixed bonus: $2,900,000. Target bonus ≥175% of base in 2027; max ≥350%.
• Equity: 2,139,892 target restricted share units — 967,254 (40%) vest in four annual installments beginning March 1, 2027; 1,172,638 (60%) are PSUs that cliff‑vest after the 4‑year period depending on TSR CAGR. PSU payout scale: <5% TSR CAGR = 0%; 5% = 50%; 10% = 100%; ≥20% = 200% (linear interpolation between levels).
• Severance: For a qualifying termination without cause or for good reason, he gets two times base salary (paid in substantially equal installments over 12 months), pro‑rata bonus(s), and 18 months of health premium reimbursement; within 3 months before to 24 months after a change in control the severance includes two times his target annual bonus. Severance is conditioned on a release and compliance with restrictive covenants.
• Vesting protections: pro‑rata vesting of RSUs/PSUs on certain terminations (including change in control windows, death, disability, or qualifying terminations); he is not eligible to participate in NCLH’s 2013 Performance Incentive Plan.

Why It Matters
This filing confirms a formal leadership change at NCLH/NCL CORP with detailed compensation and equity incentives for the new CEO. The pay package is sizeable (multimillion‑dollar base, guaranteed 2026 bonus, and large at‑risk equity) and ties a majority of the equity award to TSR performance over four years, aligning pay with shareholder returns. Severance and change‑in‑control protections could have cash flow or governance implications in certain scenarios. The employment and award agreements are filed as exhibits to the 8‑K for investors who want the full legal terms.