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Frank Del Rio - employment agreement extended to mid-2019

Del Rio joins NCLH board with new employment terms, Seminara departs

Frank Del Rio, president and ceo of Norwegian Cruise Line Holdings, has been appointed to the company's board of directors, and his term of employment was extended to June 30, 2019, with a new compensation agreement.

At the same time, director Robert Seminara resigned, effective immediately. Seminara, a senior partner at Apollo, NCLH's primary shareholder, had joined the board in January 2014.

A filing stated Seminara's resignation did not involve a disagreement with the company on any matter relating to its operations, policies or practices.

Del Rio is entitled to serve on the board during his employment with NCLH, and his compensation has been revised under the new agreement.

Beginning in 2016, his current base salary of $1.8m will go to $1.5m and he no longer will be entitled to receive automatic 5% increases each year. Del Rio's current target bonus amount of 100% will double to 200% of his base salary, and his annual bonus opportunity will be subject to a new maximum limit of 300% of his base salary.

Del Rio also received a one-time grant of options for 1.25m ordinary shares at an exercise price equal to the closing price of NCLH shares on the date of grant. Half of these options will become vested in two equal installments on June 30 in 2017 and 2019.

The remaining options will depend on the company's performance. One-third will vest if NCLH achieves earnings per share performance hurdles established for the 2015-2018 calendar years, one-third will vest if the company achieves return on invested capital hurdles established for the 2016 and 2018 calendar years and one-third will vest if a share price appreciation hurdle is reached.

In addition, Del Rio was granted 300,000 restricted share units. Half will be subject to time-based vesting requirements and will become vested on June 30 in 2016, 2017, 2018 and 2019. The other half will be subject to the same performance-based vesting requirements in the same proportions as the performance options.

Also under the new employment agreement, Del Rio's annual travel expense allowance will be increased from $30,000 to $100,000.

Along with Del Rio, the NCLH directors are chairman Walter Revell of Revell Investments; David Abrams, Steve Martinez and Kevin Crowe of Apollo Management; Adam Aron of World Leisure Partners, which acts in partnership with Apollo Management; John Chidsey of Red Book Connect, Karl Petersen of TPG Capital and F. Robert Salerno, a director of the Avis Budget Group.

 

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