Norwegian Cruise Line names Meghan Montana CFO for 2027

Montana’s agreement sets an $875,000 annual base salary, subject to review, and carries forward two $400,000 installments subject to continued employment.

Rhea-AI Filing Summary

Norwegian Cruise Line Holdings Ltd. announced that Mark A. Kempa will transition from Chief Financial Officer to Special Advisor to the President and Chief Executive Officer, effective at the end of the day on December 31, 2026, and Meghan Montana will become Chief Financial Officer on January 1, 2027.

Montana’s agreement provides an annual base salary of $875,000, subject to annual review, and carries forward a $1,550,000 sign-on bonus arrangement, including two future $400,000 installments subject to continued employment through the applicable dates. Kempa will serve as Special Advisor through June 30, 2027, receiving $3,200 in monthly gross salary and 33,000 time-based restricted share units in lieu of a prorated 2027 bonus; the units vest on June 30, subject to continued service.

Filing Explained

A qualifying separation around a change in control can add full vesting of Montana’s outstanding equity awards to her severance package.

The filing adds terms of incoming CFO Meghan Montana’s agreement, signed October 27, 2026 and effective January 1, 2027: specified departures can trigger severance and equity benefits, making those benefits conditional on the agreement’s stated events.

If NCLH terminates her without cause, gives notice of nonrenewal, or she resigns for good reason, the agreement provides severance equal to twice her then-current base salary over 24 months, a prorated termination-year bonus, any earned unpaid prior-year bonus, and subsidized medical and dental coverage for up to 18 months.

If such a termination occurs within three months before or 24 months after a change in control, outstanding equity awards vest in full. Eligible retirement instead provides specified accelerated or prorated vesting of time-based awards and continued eligibility for performance awards, subject to performance conditions.

After his advisory service ends on June 30, 2027, Mark Kempa is eligible, subject to stated conditions, for accelerated or prorated vesting of eligible time-based awards and continued eligibility for performance-based awards tied to actual performance.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Annual base salary: $875,000 per year Starting bonus arrangement: $1,550,000 Starting bonus installment: $400,000 per installment +3 more

6 metrics

Annual base salary $875,000 per year Meghan Montana’s agreement; subject to annual review

Starting bonus arrangement $1,550,000 Includes $750,000 previously paid and two future $400,000 installments

Starting bonus installment $400,000 per installment Installments payable following March 1, 2027 and March 1, 2028, subject to continued employment through each applicable date

Advisory monthly gross salary $3,200 per month Mark A. Kempa’s Special Advisor service from January 1 through June 30, 2027

Time-based restricted share units 33,000 units For Mark A. Kempa, in lieu of a prorated 2027 bonus; vesting on June 30, 2027 is subject to continued service

Non-competition and non-solicitation periods 24 months Mark A. Kempa’s periods run from January 1, 2027 through December 31, 2028

Key Terms

accelerated vesting, change in control, time-based restricted share units, good reason

4 terms

accelerated vesting financial

"full accelerated vesting of all outstanding equity awards"

A contract feature that makes stock awards, options, or restricted shares become owned or exercisable earlier than the original schedule. It shortens or cancels the waiting period so recipients can sell, transfer, or exercise their equity sooner — think of a timed lock that is unlocked ahead of schedule. It matters to investors because it changes when shares enter the market, who controls them, and how much dilution or ownership concentration happens.

change in control financial

"within three months before or 24 months after a change in control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

time-based restricted share units financial

"receive 33,000 time-based restricted share units"

good reason financial

"Ms. Montana terminates her employment for good reason"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who will be NCLH’s next CFO, and when does the change take effect?

Meghan Montana will become Executive Vice President, Chief Financial Officer, effective January 1, 2027, while Mark A. Kempa transitions from CFO to Special Advisor at the end of the day on December 31, 2026. Montana has served as the company’s Chief Strategy Officer since January 2026.

What is Meghan Montana’s compensation under the NCLH CFO agreement?

Her annual base salary is $875,000, subject to annual review, and she is eligible for an annual bonus determined by the Compensation Committee. The agreement carries forward a $1,550,000 sign-on bonus arrangement: $750,000 was previously paid, with two $400,000 installments payable following March 1, 2027 and March 1, 2028, subject to continued employment through each applicable date.

What severance benefits does NCLH’s agreement provide for Meghan Montana?

If the company terminates her without cause, provides notice of non-renewal, or she terminates for good reason, Montana is entitled to a severance payment equal to two times her then-current base salary, paid in substantially equal installments over 24 months, plus applicable bonus payments and subsidized medical and dental coverage for up to 18 months. For a qualifying termination within three months before or 24 months after a change in control, outstanding equity awards fully accelerate.

What will Mark A. Kempa receive during his NCLH advisory service?

During his Special Advisor service from January 1 through June 30, 2027, Kempa will receive a monthly gross salary of $3,200 and 33,000 time-based restricted share units in lieu of a prorated 2027 bonus. The units vest on June 30, 2027, subject to continued service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/29/2026 - 07:00 AM EDT Accepted by SEC EDGAR 10/29/2026 - 07:00 AM EDT Learn about SEC filing dates

0001513761false00015137612026-10-272026-10-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

FORM 8-K 

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 27, 2026 

NORWEGIAN CRUISE LINE HOLDINGS LTD.

(Exact name of registrant as specified in its charter) 

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Bermuda		001-35784		98-0691007
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

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7665 Corporate Center Drive, Miami, Florida 33126

(Address of principal executive offices, and Zip Code)

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(305) 436-4000

Registrant’s telephone number, including area code

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(Former name or former address, if changed since last report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, par value $.001 per share	NCLH	The New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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Transition of Chief Financial Officer

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On October 29, 2026, Norwegian Cruise Line Holdings Ltd. (the “Company” or “NCLH”) announced that Mr. Mark A. Kempa will transition from his position as Executive Vice President, Chief Financial Officer to Special Advisor to the President and Chief Executive Officer, effective as of the end of the day on December 31, 2026.

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Appointment of Chief Financial Officer

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On October 29, 2026, the Company announced that Ms. Meghan Montana would become Executive Vice President, Chief Financial Officer of the Company, effective January 1, 2027. There are no arrangements or understandings between Ms. Montana and any other persons pursuant to which she was selected as an officer, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Ms. Montana and any director or executive officer of the Company.

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Ms. Montana, age 40, has served as Chief Strategy Officer of the Company since January 2026, leading enterprise transformation across strategy, corporate development, long-range planning and analytics. Prior to joining NCLH, Ms. Montana served as Senior Vice President of Finance and Corporate Development at American Airlines from February 2025 to January 2026, overseeing division finance, financial planning and analysis, and corporate development. She previously served as Managing Director, Assistant Treasurer from December 2018 to December 2020, Vice President, Treasurer from December 2020 to March 2023 and Senior Vice President, Treasurer from March 2023 to February 2025. As Treasurer, she led corporate finance, global banking and cash management, fleet transactions, asset management and insurance. Her responsibilities also included fuel procurement, logistics and operations until March 2023. Earlier in her career, Ms. Montana held senior roles at Standard Chartered Bank (September 2016 to December 2018), Deutsche Bank (July 2013 to September 2016) and the Royal Bank of Scotland (July 2008 to June 2013), advising global clients on capital structure, financing strategies and long-term growth. Ms. Montana has served on the board of directors of Azorra, an Oaktree company, since March 2023 and is a member of its Audit Committee. She earned her Master of Business Administration from New York University’s Stern School of Business and her Bachelor of Science in Finance from Miami University in Ohio.

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Revised Employment Agreement

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On October 27, 2026, Ms. Meghan Montana entered into a new employment agreement with a subsidiary of the Company in connection with her appointment as Executive Vice President, Chief Financial Officer, effective January 1, 2027 (the “Montana Employment Agreement”). The Montana Employment Agreement becomes effective on January 1, 2027 and supersedes her existing employment agreement and related starting bonus amendment. Until that date, Ms. Montana will continue to serve as Executive Vice President, Chief Strategy Officer under her existing arrangements. The Montana Employment Agreement has an initial term through December 31, 2030 (the “Expiration Date”), which will automatically renew on the Expiration Date and each anniversary thereafter for additional one-year terms unless either party provides notice of non-renewal at least sixty days before the end of the applicable term. The material terms are summarized below.

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Base Salary and Bonus. Ms. Montana will receive an annual base salary of $875,000, subject to annual review, and will be eligible to earn an annual bonus in an amount determined by the Compensation Committee of the Company’s Board of Directors. Her annual bonus for 2026 will be determined under her existing employment agreement.

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Equity Awards. Ms. Montana will be eligible to participate in the Company’s Amended & Restated 2013 Performance Incentive Plan and any successor plan, with grants subject to approval by the Compensation Committee.

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Starting Bonus. The Montana Employment Agreement carries forward Ms. Montana’s existing sign-on bonus arrangement from her original hiring, totaling $1,550,000, consisting of $750,000 previously paid following the commencement of her employment in January 2026 and two additional installments of $400,000 each, payable following March 1, 2027 and March 1, 2028, respectively, subject to continued employment through the applicable date. The first two installments are subject to repayment if her employment terminates before January 20, 2028, except for certain qualifying terminations, including termination by the Company without cause, resignation for good reason, or death or disability, subject to applicable release requirements.

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Other Benefits. Ms. Montana will be eligible to participate in the benefit plans and programs generally available to other similarly situated executives and will be entitled to four weeks of vacation per year.

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Severance Terms. If the Company terminates Ms. Montana’s employment without cause, provides notice that her agreement will not be renewed, or Ms. Montana terminates her employment for good reason, she will be entitled to receive: (i) a severance payment equal to two times her base salary then in effect, payable in substantially equal installments over 24 months, with any unpaid balance payable by the end of the calendar year following the year of her separation from service, (ii) a prorated annual bonus for the year of termination and any earned but unpaid prior-year annual bonus and (iii) subsidized medical and dental continuation coverage for up to

18 months. If such a termination occurs within three months before or 24 months after a change in control, she will also receive full accelerated vesting of all outstanding equity awards.

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Retirement Terms. If Ms. Montana satisfies the retirement eligibility and notice requirements under the Montana Employment Agreement and remains employed through an agreed retirement date, she will be entitled to: (i) full accelerated vesting of outstanding time-based equity awards granted after January 1, 2027 and at least one year before retirement, (ii) prorated vesting of such awards granted less than one year before retirement, (iii) continued eligibility to earn outstanding performance-based equity awards granted after January 1, 2027, subject to applicable performance conditions, (iv) a prorated annual bonus and any earned but unpaid prior-year annual bonus, (v) continued Executive Vice President-level cruise benefits and (vi) subsidized medical and dental continuation coverage for up to 18 months. Severance and retirement benefits are subject to execution and non-revocation of a general release of claims and compliance with applicable restrictive covenants, including non-competition and non-solicitation restrictions during employment and for 24 months thereafter.

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The foregoing description of Ms. Montana’s employment agreement is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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Transition and Release Agreement

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On October 27, 2026, Mr. Mark A. Kempa entered into a Transition and Release Agreement with a subsidiary of the Company (the “Transition Agreement”). Mr. Kempa will continue to serve as Executive Vice President, Chief Financial Officer through December 31, 2026, with his current compensation and benefits, and will serve as Special Advisor to the President and Chief Executive Officer from January 1, 2027 through June 30, 2027 (the “Separation Date”). During his advisory service, he will receive a monthly gross salary of $3,200, continued participation in applicable employee benefit plans, including medical, dental and medical expense reimbursement coverage, and President-level cruise privileges under the policy in place during the time of the transition, but no car allowance. He will remain eligible for his 2026 annual bonus and receive 33,000 time-based restricted share units in early January 2027 in lieu of a prorated 2027 bonus, vesting on the Separation Date subject to continued service. His existing equity awards will continue to vest in accordance with their terms, and he will receive no other new equity grants following execution of the Transition Agreement.

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Mr. Kempa has elected to receive the benefits provided under Section 5.3(d) of his employment agreement dated July 17, 2023 (the “Kempa Employment Agreement”), effective upon completion of his advisory service and conclusion of his employment on June 30, 2027 and subject to applicable conditions and as modified by the Transition Agreement. These benefits include accelerated or prorated vesting of eligible time-based equity awards, continued eligibility to earn eligible performance-based equity awards based on actual performance, continued President-level cruise privileges, and subsidized medical and dental continuation coverage and continued medical expense reimbursement plan participation for up to 18 months. The transition benefits are subject to execution and non-revocation of a bring-down release of claims and compliance with restrictive covenants, with forfeiture and repayment provisions for noncompliance. His 24-month non-competition and non-solicitation periods will run from January 1, 2027 through December 31, 2028.

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The foregoing description of Mr. Kempa’s Transition Agreement is qualified in its entirety by reference to the full text of the agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.

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Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	​	Description
10.1	​	Employment Agreement by and between NCL (Bahamas) Ltd. and Meghan Montana, entered into on October 27, 2026.
10.2	​	Transition and Release Agreement by and between NCL (Bahamas) Ltd. and Mark A. Kempa, entered into on October 27, 2026.
104	​	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Norwegian Cruise Line Holdings Ltd. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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Date: October 29, 2026	NORWEGIAN CRUISE LINE HOLDINGS LTD.
	By:	/s/Daniel S. Farkas
		Daniel S. Farkas
		Executive Vice President, General Counsel, Chief Development Officer and Secretary
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Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 215.0 KB
• EX-10.2 EX-10.2 172.1 KB

Other Documents

• EX-101 EX-101.SCH 3.6 KB
• EX-101 EX-101.DEF 3.5 KB
• EX-101 EX-101.LAB 14.9 KB
• EX-101 EX-101.PRE 9.6 KB