Business Context and Reporting Period
This Form 8-K filing by Norwegian Cruise Line Holdings Ltd. (NCLH) is dated September 11, 2018. The report discloses the formal appointment of Mark A. Kempa as Executive Vice President and Chief Financial Officer, effective August 31, 2018, following his tenure as Interim CFO since March 5, 2018.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation terms:
- Base Salary: $700,000 annually (effective March 1, 2018, with back pay).
- Annual Bonus: Eligible for a discretionary bonus determined by the Compensation Committee.
- Equity: Eligible to participate in the 2013 Performance Incentive Plan subject to committee approval.
- Severance: Two times base salary payable over 12 months, plus pro-rata bonus and medical reimbursement, upon termination without cause or resignation for good reason.
- Other Benefits: $1,200 monthly car allowance and 4 weeks of vacation.
Material Changes
The primary material change is the transition of Mark A. Kempa from Interim CFO to permanent Executive Vice President and CFO. This appointment formalizes his leadership role in finance, building on his prior experience as Senior Vice President of Finance (since 2014) and his instrumental role in the company's 2013 IPO.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding operational performance. The employment agreement includes a standard severance contingency for termination without cause or resignation for good reason. The agreement has an initial term through December 31, 2021, with automatic one-year renewals unless notice of non-renewal is given 60 days prior to the end of the term.
Investor Verification Checklist
- Verify the exact effective date of the salary increase and the calculation of back pay owed to Mr. Kempa.
- Review the specific performance metrics for the annual bonus and equity grants once approved by the Compensation Committee.
- Confirm the total potential severance liability under the "without cause" or "good reason" termination clauses.
- Check subsequent filings for the actual equity grant amounts awarded under the 2013 Performance Incentive Plan.