_________________
☒ ☐(RULE 14a-101)_________________SCHEDULE 14A INFORMATION
Securities
Exchange Act of 1934x¨¨Preliminary Proxy Statement¨Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))xDefinitive Proxy Statement¨Definitive Additional Materials¨Soliciting Material Pursuant to §240.14a-12in itsIn Its Charter)(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)xNo fee required.¨Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.(1)Title of each class of securities to which transaction applies:(2)Aggregate number of securities to which transaction applies:(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):(4)Proposed maximum aggregate value of transaction:(5)Total fee paid:¨Fee paid previously with preliminary materials.¨Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.(1)Amount Previously Paid:(2)Form, Schedule or Registration Statement No.:(3)Filing Party:(4)Date Filed:_________________
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year 2023; and
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2016
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1, 2023
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Annual Meeting.
materials.
The information in this
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stock and 62,000 shares of Series A Preferred Stock (representing an aggregate of 7,620,543 shares of common stock for such purposes) for an aggregate total of 60,807,792 votes.
Each outstanding share
Only persons with evidence of stock ownership as ofmeeting virtually?
Cameras (including cell phones with photographic capabilities), recording devices and other electronic devices will not be permitted atyour proxy card, voting instruction form or notice you previously received. There is no physical location for the meeting.
Annual Meeting.
vote if I am a stockholder of record?
or internet.
Your shares will be voted as you indicate. If you return the proxy card but you do not indicate your voting preferences, then your shares will not be voted with respect to any proposal other than the ratification of our auditors. The Board and management do not intend to present any matters at this time at the annual meeting other than those outlined in the notice of the annual meeting. Should any other matter requiring a vote of stockholders arise, stockholders returning the proxy card confer upon the individuals designated as proxies discretionary authority to vote the shares represented by such proxy on any such other matter in accordance with their best judgment.
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internet.
Will stockholders be asked to vote on any other matters?
To the knowledge of the Company and its management, stockholders will vote only on the matters described in this proxy statement. However, if any other matters properly come before the meeting, the persons named as proxies for stockholders will vote on those matters in the manner they consider appropriate.
The two
For the other proposals, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions are considered to be present and entitled to vote at the meeting and, therefore, will have the effect of a vote against each of the proposals.
proposals other than the director elector proposal. For the director election proposal, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority or a broker non-vote) will not be counted in the nominee’s favor.
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4
Annual Meeting.
Name of Beneficial Owner |
| Number of Shares Beneficially Owned |
| Percentage Beneficially Owned(1) | |
Management and Directors: |
|
|
|
|
|
Sven-Olof Lindblad(2) |
| 14,125,827 |
| 31.0 | % |
Ian T. Rogers(3) |
| 543,410 |
| 1.2 | % |
John T. McClain(4) |
| — |
|
| * |
Dean (Trey) Byus III(5) |
| 244,059 |
|
| * |
Richard P. Fontaine |
| — |
|
| * |
J. Tyler Skarda(6) |
| — |
|
| * |
Mark D. Ein(7) |
| 7,467,751 |
| 15.1 | % |
L. Dyson Dryden(8) |
| 2,386,802 |
| 5.1 | % |
Bernard W. Aronson(9) |
| 6,660 |
|
| * |
Paul J. Brown(9) |
| 6,660 |
|
| * |
John M. Fahey(10) |
| 5,000 |
|
| * |
|
|
|
|
|
|
All directors and executive officers as a group (11 persons) |
| 24,786,169 |
| 48.7 | % |
|
|
|
|
|
|
5% Owners: |
|
|
|
|
|
Capitol Acquisition Management 2 LLC(7) |
| 7,467,751 |
| 15.1 | % |
Putnam Investments, LLC(11) |
| 2,325,593 |
| 5.1 | % |
TD Asset Management Inc.(12) |
| 2,952,000 |
| 6.5 | % |
Wellington Management Group LLP(13) |
| 2,499,355 |
| 5.5 | % |
T. Rowe Price Associates, Inc.(14) |
| 3,466,255 |
| 7.6 | % |
Talas Shipping GmbH & Co. KG and Two Mountain Ltd.(15) |
| 5,891,960 |
| 12.9 | % |
National Geographic Society(16) |
| 2,762,499 |
| 6.1 | % |
____________
Name of Beneficial Owner | | | Number of Shares of Common Stock Beneficially Owned(1) | | | Percentage Beneficially Owned(1) | | | Number of Shares of Series A Preferred Stock Beneficially Owned(2) | | | Percentage of Series A Preferred Stock Beneficially Owned(2) | | | Total Voting Power(3) | | |||||||||||||||
Management and Directors: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sven-Olof Lindblad(4) | | | | | 11,644,386 | | | | | | 21.9% | | | | | | — | | | | | | — | | | | | | 19.1% | | |
Dolf Berle(5) | | | | | 285,341 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Craig Felenstein(6) | | | | | 289,782 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Noah Brodsky(7) | | | | | 7,625 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Dean (Trey) Byus III(8) | | | | | 27,261 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Bernard W. Aronson(11) | | | | | 43,712 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Elliott Bisnow(12) | | | | | 41,307 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
L. Dyson Dryden(10) | | | | | 947,344 | | | | | | 1.8% | | | | | | — | | | | | | — | | | | | | 1.6% | | |
Mark D. Ein(9) | | | | | 4,978,625 | | | | | | 9.4% | | | | | | — | | | | | | — | | | | | | 8.2% | | |
John M. Fahey(10) | | | | | 95,216 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Catherine Reynolds(10) | | | | | 40,816 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Alexander P. Schultz(10) | | | | | 36,200 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Thomas S. (Tad) Smith Jr.(10) | | | | | 83,847 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
All directors and executive officers as a group (13 persons) | | | | | 18,521,462 | | | | | | 34.8% | | | | | | — | | | | | | — | | | | | | 30.5% | | |
5% Owners: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ariel Investments, LLC(13) | | | | | 6,393,261 | | | | | | 12.0% | | | | | | — | | | | | | — | | | | | | 10.5% | | |
FMR LLC(14) | | | | | 5,529,787 | | | | | | 10.4% | | | | | | — | | | | | | — | | | | | | 9.1% | | |
Capitol Acquisition Management 2 LLC(9) | | | | | 4,978,625 | | | | | | 9.4% | | | | | | — | | | | | | — | | | | | | 8.2% | | |
List of 5% Series A Preferred Stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
MSD SIF Partners II LLC(15) | | | | | — | | | | | | * | | | | | | 30,000 | | | | | | 48.4% | | | | | | 6.1% | | |
Headlands Strategic Opportunities Fund LP (16) | | | | | — | | | | | | * | | | | | | 15,000 | | | | | | 24.2% | | | | | | 3.0% | | |
Deep Field Opportunities Fund LP(17) | | | | | — | | | | | | * | | | | | | 12,000 | | | | | | 19.4% | | | | | | 2.4% | | |
Pimco Red Stick Fund LP(18) | | | | | — | | | | | | * | | | | | | 5,000 | | | | | | 8.1% | | | | | | * | | |
.
(2) In connection with the mergerstock units (“RSUs”) that vest in full on JulyMarch 31, 2024, 9,615 unvested RSUs that vest in full on August 8, 2015 and as a condition to the extension of the agreements between us and National Geographic Society (“National Geographic”), Mr. Lindblad entered into a call option agreement granting National Geographic the right to purchase 2,387,499 of Mr. Lindblad’s shares in the Company for a per share price of $10.00 per share. The amount of shares beneficially owned includes the shares that are2023, subject to continued service on the option agreement with National Geographic.
(3) vesting date, and 20,436 unvested MSUs that vest March 31, 2024, subject to achieving stock price performance targets and continued service on the vesting date.
(4) Excludes options to purchase 300,000 shares2024, 32,236 unvested RSUs that vest 33% on each of our common stock vesting annually pro rata over a four-year period under our 2015 Long-Term Incentive Plan beginning on November 10, 2016.
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(5) Excludes options to purchase 477,712 shares of our common stockDecember 21, 2023, 2024 and 2025, 9,107 unvested RSUs that vest 50% on each of DecemberMarch 31, 20162024 and 2017.
(6) Excludes2025 and 24,843 unvested RSUs that vest 33% on each of March 31, 2024, 2025 and 2026, subject to continued service on the vesting date, 10,899 unvested MSUs that vest March 31, 2024, 13,660 MSUs that vest on March 31, 2025, subject to achieving performance targets and continued service on the vesting date, and 24,843 unvested PSUs that vest on March 31, 2026, subject to achieving performance targets and continued service on the vesting date.. Includes vested options to purchase 20,000188,000 shares of our common stock.
(7) RepresentsMarch 31, 2026, subject to achieving performance targets and continued service on the vesting date.
(8) Includes 1,334,891 warrants and 28,250 shares of incentive common stock,Aronson that vests in full on August 8, 2023, subject to forfeiture if our common stock does not trade above $13.00 per sharecontinued service on the vesting date, 5,691 unvested RSUs that vest December 31, 2024, 1,785 unvested RSUs
(9) Includes 6,660 shares of restricted stock that vests in equal installments2023, subject to continued service on each of August 8, 2016, 2017 and 2018.
(10) Excludes 6,660 restricted stock units that vest in equal installments on each of August 8, 2016, 2017 and 2018.
(11) Information from Schedule 13G filed on February 16, 2016 by Putnam Investments, LLC (“PI”), Putnam Investment Management, LLC (“PIM”) and The Putnam Advisory Company, LLC (“PAC”). PI wholly owns two registered investment advisers: PIM, which is the investment adviser to the Putnam family of mutual funds, and PAC, which is the investment adviser to Putnam’s institutional clients. Both subsidiaries have dispositive power over the shares as investment managers. In the case of shares held by the Putnam mutual funds managed by PIM, the mutual funds, through their boards of trustees, have voting power. Unless otherwise indicated, PAC has sole voting power over the shares held by its institutional clients. PI reported beneficial ownership of 2,325,593 shares, PIM reported beneficial ownership of 1,954,222 shares and PAC reported beneficial ownership of 371,371 shares. The address of the reporting entities is One Post Office Square, Boston, MA 02109.
(12) vesting date.
(13) Suite 2900, Chicago, IL 60601.
(14) Information from Schedule 13G filed on February 11, 2016 by T. Rowe Price Associates, Inc. and T. Rowe Price
(15) Information from Schedule 13G filed on July 20, 2015 by Talas Shipping GmbH & Co. KG (“Talas”), Two Mountain Ltd. (“Two Mountain”), Johann Killinger (“Dr. Killinger”) and Dirk Baldeweg (“Dr. Baldeweg”). Each of Dr. Killinger and Dr. Baldeweg serve as managing director to Talas and director to Two Mountain. Each of Dr. Killinger and Dr. Baldeweg may be deemed the beneficial owner of (i) 3,028,223 shares beneficially owned by Talas and (ii) 2,863,737 shares beneficially owned by Two Mountain. The address of the reporting entities is Schlossstrasse 5, 23883 Seedorf, Germany.
(16) The extension of our Alliance and License Agreement and Tour Operator Agreement between us and National Geographic was contingent on the execution by Mr. Lindblad of a call option agreement granting National Geographic the right to purchase 2,387,499 of Mr. Lindblad’s shares in the Company for a per share price of $10.00 per share. The amount of common stock expected to be beneficially owned by National Geographic assumes the exercise of this call option by National Geographic. The amount beneficially owned also includes 375,000 shares contributed to National Geographic, for no additional consideration, for the purpose of the LEX-NGYork, NY 10017.
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LP, 650 Newport Center Drive, Newport Beach, CA 92660.
REPORTS
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on a timely basis other than an inadvertent late Form 4 filed by Mark Ein and Bernard Aronson reporting the grant of restricted stock units in lieu of director’s fees, a late Form 3 filed by Alex Schultz as a result of delays in receiving EDGAR codes, a late Form 4 filed by David Goodman with respect to an award of restricted stock units, and a late Form 4 filed by Trey Byus related to the sale of 16,160 shares.
ten.
Director nominees Messrs. Dryden, Fahey and Ms. Reynolds are currently serving as directors.
Annual Meeting.
Paul J. Brown2023 (2026 if re-elected)
We consider Mr. Brown well-qualified to serve as a member of the Board due to his executive leadership, operations, financial management, e-commerce, brand management, and enterprise risk management experience.
Bernard W. Aronson, age 69, has served as a director since July 29, 2015. Mr. Aronson is currently Founding Partner of ACON Investments, L.L.C., a middle market private equity group. He also serves as the U.S. Special Envoy to the Columbian Peace Process, appointed by President Obama in February 2015. His distinguished career has included positions in the private and government sectors, including international advisor to Goldman, Sachs & Co. from 1993 to 1996; Assistant Secretary of State for Inter-American Affairs from 1989 to 1993 where he was presented with the Distinguished Service Award for his role in ending the conflicts in Central America; and several White House positions under the Carter Administration. Mr. Aronson previously served as a director of Royal Caribbean Cruises LTD from 1993 until 2015, and also serves or has served during the past five years as a director of Kate Spadeour Chief Financial Officer prior to our business combination with Lindblad Expeditions, Inc., Hyatt Hotels Corporation, Chroma Oil and Gas, LP, Sequitur Energy, ACON Franchise Holdings, Mariner Energy and Northern Tier Energy. He serves on several Non-Profit Boards including The Amazon Conservation Team and the National Democratic Institute for International affairs and is a member of the Council on Foreign Relations. He graduated with Honors from the University of Chicago.
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We consider Mr. Aronson well-qualified to serve as a member of the Board due to his prior experience as a member of the Board of Directors of Royal Caribbean Cruises LTD and his extensive business experience.
RECOMMENDATION OF THE BOARD:The Board of Directors recommends a vote FOR each of the above director nominees.
Directors Continuing in Office
Class B Directors — Term Expiring 2017
L. Dyson Dryden, age 40, has served as a member of the Board of Directors since March 2013. July 2015.
Sven-Olof Lindblad2024
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recognition for his model of tourism in a ceremony hosted by HRH, Grand Duke Henri of Luxembourg atHis commitment to environmentally responsible travel and ocean advocacy drives the Grand-Ducal Palace. In addition, a newly discovered endemic species of mothcompany’s innovation and leadership in the Galápagos Islands, Undulambia lindbladi, has been named in honor of Mr. Lindblad. Mr. Lindbladexpedition travel category. He is an honorary member of the General Assembly of the Charles Darwin Foundation for the GalápagosGalapagos Islands; serves on the Board of The Safina Center, and on the National Geographic CouncilBoard of Advisors; is commissionerTrustees of the Aspen Institute’s Commission on Arctic Climate Change,RARE; is a founderfounding member of the non-profit, organization, Ocean Elders, which brings together global leaders to pursue the protection of the ocean’s habitat and wildlife, and serves on the Board of Advisors for Pristine Seas.
Mark D. Einadventure travel.
Zimbabwe.
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leadership.
2022 and while he or she was a member of the Board or such committee, as appropriate. We do not have a formal policy requiring directors to attend annual meetings of stockholders. One of our directors attended the virtual 2022 annual meeting via the webinar broadcast.
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| | | Mr. Aronson | | | Mr. Berle | | | Mr. Bisnow | | | Mr. Dryden | | | Mr. Ein | | | Mr. Fahey | | | Mr. Lindblad | | | Ms. Reynolds | | | Mr. Schultz | | | Mr. Smith | | ||||||||||||||||||||||||||||||
Gender | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Female | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | • | | | | | | | | | | | | | | |
Male | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | • | | |
Non-Binary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Did not Disclose Gender | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
African-American or Black | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Alaskan Native or Native American | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Asian (other than South Asian) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
South Asian | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Hispanic | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Native Hawaiian or Pacific Islander | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
White/Caucasian | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | | | | | • | | |
Two or more races or ethnicities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
LGBTQ+ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | • | | | | | | | | |
Did not disclose demographic background | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Directors with Disabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Directors who are military veterans | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name | | | Audit Committee | | | Compensation Committee | | | Nominating Committee | | |||||||||
Mr. Aronson | | | | | — | | | | | | — | | | | | | M | | |
Mr. Bisnow | | | | | — | | | | | | M | | | | | | — | | |
Mr. Dryden | | | | | C | | | | | | M | | | | | | — | | |
Mr. Ein | | | | | M | | | | | | M | | | | | | C | | |
Mr. Fahey | | | | | — | | | | | | C | | | | | | M | | |
Mr. Lindblad | | | | | — | | | | | | — | | | | | | — | | |
Ms. Reynolds | | | | | M | | | | | | M | | | | | | — | | |
Mr. Schultz | | | | | — | | | | | | — | | | | | | — | | |
Mr. Smith | | | | | — | | | | | | — | | | | | | M | | |
time.
•
The audit committee consists of Messrs. Dryden, Ein and Brown, with Mr. Dryden serving as Chairman, each of whom was appointed to the audit committee effective upon the consummation of our merger with Lindblad.
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Financial Experts on Audit Committee. The audit committee will at all times be composed exclusively of “independent directors,” as defined for audit committee members under the Nasdaq listing standards and the rules and regulations of the Securities and Exchange Commission, who are “financially literate,” as defined under Nasdaq’s listing standards. Nasdaq’s listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. The Board of Directors has determined that each of Messrs. Ein, Dryden and Brown satisfy Nasdaq’s definition of financial sophistication and also will qualify as an “audit committee financial expert” as defined under rules and regulations of the Securities and Exchange Commission.
five times.
The compensation committee consists of Messrs. Fahey, Dryden and Ein, with Mr. Fahey serving as Chairman, each of whom was appointed to the compensation committee effective upon the consummation of our merger with Lindblad.
are discussed further under “Executive Compensation — Compensation Discussion and Analysis.”
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those of our stockholders, we have a stock ownership policy for directors, where directors are required to own shares of our common stock equal in value to five times the annual retainer for directors within five years of becoming a director.
Name |
| Fees Earned or Paid in Cash |
| Option |
| Stock |
| All Other Compensation |
| Total | ||||||
Mark D. Ein |
| $ | 24,050 | (1) |
| $ | — |
| $ | — |
| $ | — |
| $ | 24,050 |
Bernard W. Aronson |
| $ | 21,200 | (2) |
| $ | — |
| $ | — |
| $ | — |
| $ | 21,200 |
Paul J. Brown |
| $ | 24,050 | (1) |
| $ | — |
| $ | — |
| $ | — |
| $ | 24,050 |
L. Dyson Dryden |
| $ | 24,050 | (1) |
| $ | — |
| $ | — |
| $ | — |
| $ | 24,050 |
John M. Fahey |
| $ | 24,050 | (1) |
| $ | — |
| $ | — |
| $ | — |
| $ | 24,050 |
Lawrence Calcano(3) |
| $ | — |
|
| $ | — |
| $ | — |
| $ | — |
| $ | — |
Richard C. Donaldson(3) |
| $ | — |
|
| $ | — |
| $ | — |
| $ | — |
| $ | — |
Piyush Sodha(3) |
| $ | — |
|
| $ | — |
| $ | — |
| $ | — |
| $ | — |
____________
2022
Name | | | Fees Earned or Paid in Cash | | | Option Awards | | | Stock Awards(1) | | | All Other Compensation | | | Total | | |||||||||||||||
Mr. Aronson(2) | | | | $ | — | | | | | $ | — | | | | | $ | 139,975 | | | | | $ | — | | | | | $ | 139,975 | | |
Mr. Bisnow | | | | $ | 55,000 | | | | | $ | — | | | | | $ | 84,997 | | | | | $ | — | | | | | $ | 139,997 | | |
Mr. Dryden(3) | | | | $ | 70,000 | | | | | $ | — | | | | | $ | 84,997 | | | | | $ | — | | | | | $ | 154,997 | | |
Mr. Ein(2)(4) | | | | $ | — | | | | | $ | — | | | | | $ | 183,218 | | | | | $ | — | | | | | $ | 183,218 | | |
Mr. Fahey(5) | | | | $ | 65,000 | | | | | $ | — | | | | | $ | 84,997 | | | | | $ | — | | | | | $ | 149,997 | | |
Mr. Lindblad(6) | | | | $ | 95,000 | | | | | $ | — | | | | | $ | 84,997 | | | | | $ | — | | | | | $ | 179,997 | | |
Ms. Reynolds | | | | $ | 55,000 | | | | | $ | — | | | | | $ | 84,997 | | | | | $ | — | | | | | $ | 139,997 | | |
Mr. Schultz | | | | $ | 48,048 | | | | | $ | — | | | | | $ | 84,997 | | | | | $ | — | | | | | $ | 133,045 | | |
Mr. Smith | | | | $ | 55,000 | | | | | $ | — | | | | | $ | 84,997 | | | | | $ | — | | | | | $ | 139,997 | | |
(2) Amount represents prorated annual cash retainerearned additional compensation of $40,000 for serving as Co-Chairperson of the period beginning July 29, 2015, the dateBoard of Mr. Aronson’s appointment as a director, through December 31, 2015.
(3) Messrs. Calcano, Donaldson and Sodha served as our directors until our merger with Lindblad. No director received compensation for services rendered to us prior to our merger with Lindblad.
14
Directors during 2022.
Name | |
| Age | | | Position | |
| |
| 60 | | | Chief Executive Officer | |
| |
| 50 |
| |||
| |
| Chief Financial Officer | | |||
Noah Brodsky | | | 42 | | | Chief Commercial Officer | |
Dean (Trey) Byus III | |
| 54 | | | Chief Expedition Officer | |
| |
| 60 |
| |||
| |
|
|
Ian T. Rogers joined Lindblad in the spring of 2009 as its Chief Financial Officer and Treasurer and in 2014 his role expanded to also include the positions of Vice President and Chief Operating Officer. In connection with the appointment of John T. McClain as our Chief Financial Officer in November 2015, Mr. Rogers ceased serving as our Chief Financial Officer at such time. During 2008, Mr. Rogers served as an independent financial consultant to Lindblad. Mr. Rogers served as Chief Financial Officer for E Suites Hotels, LLC from 2007 to 2008 and was Chief Financial Officer of Tauck World Discovery from 2006 to 2007. From 1992 to 2006 Mr. Rogers was Senior Director of Finance, Vice President of Finance and Divisional CFO of Carlson Hotels Worldwide (Carlson Companies). Mr. Rogers has broad experience in hotel, travel, leisure and cruise businesses in the U.S., Eastern Europe, the Caribbean and the Middle East. Mr. Rogers holds an M.B.A. from the University of Minnesota and a B.S. in Hospitality Management from the University of Bournemouth, UK.
John T. McClain
Richard P. Fontaine
15
J. Tyler Skarda joined us as Senior Vice President, Marine Operations in January 2016 and oversees our marine operations and marine fixed assets. Mr. Skarda brings over two decades of maritime industry experience, focused on strategy, capital equipment procurement cost reduction, and shipbuilding/ship operations process improvement for global maritime companies and their suppliers. Prior to joining us, Mr. Skarda served as a consultant with the leading global management consulting firm, A.T. Kearney. Mr. Skarda started his career in the United States Navy and later worked in the Office of the Secretary of Defense as a senior maritime industry analyst prior to leaving the service. Mr. Skarda holds a B.S. in electrical engineering from California State University, Sacramento and an M.B.A. from the Fuqua School of Business at Duke University.
16
Skidmore College.
Prior to the completion of the merger with Lindblad in July 2015, none of our executive officers received any compensation for services rendered to us. Accordingly, this discussion and analysis relates to the compensation of the individuals who became our executive officers upon the completion of the merger with Lindblad. Due to the timingcircumstances related to the COVID-19 pandemic and compensation limits under Section 4004 of the mergerCARES Act in late 2015,connection with the Company’s Main Street Loan, a number of extraordinary measures were taken and discretionary decisions were made by the Compensation Committee on salaries, short-term and long-term incentive compensation of our compensation committee did not establish a formal executive compensation program for 2015. As such, this section also discussesNEOs during 2021 and 2022. During 2022, we repaid the material features of the executive compensation program we expect to establishMain Street Loan in 2016.
full.
In light
Settingongoing engagement with our stockholders on executive compensation practices. The Compensation Committee specifically considers the results from the annual stockholder advisory vote on executive compensation. At the 2022 annual meeting of shareholders, 58% of the votes cast on the stockholder advisory vote on executive compensation were in favor of our executive compensation.
Our Board of Directors, our compensation committeeCompensation Committee and our Chief Executive Officer will each play a role in setting the compensation of our NEOs. Our Board of Directors appoints the members of our compensation committeeCompensation Committee and delegates to the compensation committeeCompensation Committee the direct responsibility for overseeing the design and administration of our executive compensation program.
In setting compensation, our compensation committee will consider The Compensation Committee evaluates the deductibility of compensation under the Internal Revenue Code. Section 162(m)performance of the Internal Revenue Code generally prohibits publicly traded companies from taking a tax deduction forCEO and determines his compensation in excess of $1.0 million that is paidbased on this evaluation. With respect to the chief executive officer andour other executive officers, excluding the chief financial officer. However,Compensation Committee considers the CEO’s input as to performance evaluations and recommended compensation thatarrangements. The compensation of all named executive officers is considered “performance-based” compensation under Section 162(m) is not subject to the $1.0 million limit on deductibility. The compensation committee will considerfinal approval of the deductibility of performance-based compensation under Section 162(m) in setting compensation for executive officers, but it may approve compensation that will not meet the requirements of Section 162(m) in order to ensure competitive compensation levelscommittee.
17
officers or for other reasons. In addition, notwithstanding intentions, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, no assurance can be given that compensation intended to satisfy the requirements for deductibility under Section 162(m) will so qualify.
For fiscal 2016, the Compensation Committee hasrely upon outside advisors to determine competitive pay levels, evaluate pay program design, and assess evolving technical constraints. The Compensation Committee retained the firm of Frederic W. Cook & Co. (“FW Cook”) to provide assistanceconsult and assist with the structuring and development of a comprehensive executive compensation program based on performance,
We engaged the firm of Frederic W. Cook & Co. in 2015 to provide assistance with the development of executive incentive plans. We considerconsidered all factors relevant to a compensation consultant’sFW Cook’s independence from management, including but not limited to the following factors:
Annual Bonuses
Name | | | Fiscal 2023 Base Salary | | | Percentage Change From Fiscal 2022 Base Salary | | ||||||
Mr. Berle | | | | $ | 575,000 | | | | | | 0% | | |
Mr. Felenstein(1) | | | | $ | 475,000 | | | | | | 15% | | |
Mr. Brodsky | | | | $ | 450,000 | | | | | | 13% | | |
Mr. Byus(1) | | | | $ | 350,000 | | | | | | 24% | | |
Mr. Bressler | | | | $ | 200,000 | | | | | | 0% | | |
Due to the timing ofIn 2017, our merger with Lindblad, our compensation committee did not establish performance parameters for our NEOs for fiscal 2015. The fiscal 2015 bonus plan was established by Lindblad prior to our merger and did not follow a formulaic bonus plan tied to any specific financial and non-financial objectives. The determination of the bonus payment amounts was made after considering the individual executive officer’s
18
individual performance, as well asCompensation Committee adopted an assessment of past and future performance, including, but not limited to, subjective assessments of the our operational performance during the year and position for the achievement of acceptable financial performance in the subsequent year. The fiscal 2015 discretionary cash bonuses approved by our compensation committee for our NEOs were as follows:
Name |
| Fiscal 2015 | |
Sven-Olof Lindblad |
| $ | 506,187 |
Ian T. Rogers |
| $ | 674,919 |
John T. McClain |
| $ | 59,488 |
Dean (Trey) Byus III |
| $ | 341,762 |
Richard P. Fontaine |
| $ | 148,720 |
In addition, in fiscal 2015, Messrs. Rogers and Byus each received a one-time transaction bonus payable upon consummation of the merger with Lindblad and Sven-Olof Lindblad received a one-time success fee that was paid by DVB Bank America, N.V. (“DVB”). These arrangements were approved prior to our merger with Lindblad.
Due to the timing of the appointment of Mr. McClain as our Chief Financial Officer in November 2015, he received a prorated discretionary cash bonus in fiscal 2015. In connection with the appointment of Mr. Skarda as our Senior Vice President, Marine Operations in January 2016, we paid him a one-time signing bonus of $140,000 primarily for relocation expenses, provided, however, that if Mr. Skarda’s employment is terminated for “cause” or due to a resignation during the first year of employment he must repay the full amount of the signing bonus to us and if such termination occurs during the second year of employment he must repay 50% of the signing bonus to us.
Equity Awards
We utilize stock options and other stock-based awards to reward long-term performance. We believe that providing a meaningful portion of its executives’ total compensation package in stock options and other stock-based awards will align the incentives of our executives with the interests of our stockholders and with our long-term success. Our compensation committee and Board will develop equity award determinations based on their judgments as to whether the complete compensation packages provided to our executives are sufficient to retain, motivate and adequately award the executives. Equity awards are granted throughEmployee Incentive Plan (EIP) under our 2015 Long-Term Incentive Plan which was adopted byto govern annual cash incentive award opportunities for our Boardexecutive officers and approved byother key employees. Target award levels under the EIP are based on a percentage of each participant’s base salary and cash incentive awards are earned based on performance against metrics.
In connectionNEOs at a target level of 75% (as a percentage of base salary). For 2022, awards could be earned at a level of up to 150% of the target level if maximum performance goals were achieved and the minimum thresholds to earn awards were as follows: Adjusted EBITDA (85% of target), Net Yield per Available Guest Night (90% of target) and Guest Satisfaction (96% of target). Our Compensation Committee maintained discretion to adjust the achievement of the financial metrics for unusual and nonrecurring factors and events, such as acquisitions and other unusual events, costs and expenses. As a result of our performance, our NEOs earned 102.7% of the target award level for the short-term incentive compensation, resulting in the following bonus amounts:
Name | | | 2022 Short- Term Annual Cash-Based Incentive Bonus Amount Earned | | |||
Mr. Berle | | | | $ | 442,894 | | |
Mr. Felenstein | | | | $ | 317,343 | | |
Mr. Brodsky | | | | $ | 185,650 | | |
Mr. Byus | | | | $ | 218,173 | | |
• 33.3% ofdate. Upon vesting, each RSU represents the options vested on the one-month anniversary of the closing date of the merger and have been exercised by each of the executive officers.
• 16.7% of the options vested on January 1, 2016 and have been exercised by each of the executive officers.
• 25% of the options will vest on December 31, 2016 and will expire on December 31, 2017 if not exercised on or before that date.
• 25% of the options will vest on December 31, 2017 and will expire on December 31, 2018 if not exercised on or before that date.
In connection with the appointment of Messrs. McClain and Skarda, our compensation committee approved (i) a grant of stock optionsright to Mr. McClain to purchase 300,000 shares of the our common stock vesting annually pro rata over a four-year period and (ii) a grant of stock options to Mr. Skarda to purchase 20,000 sharesreceive one share of our common stock or an equivalent amount of cash. Each RSU is granted in tandem with a dividend equivalent right, which is subject to the same vesting schedule as the underlying RSU to which it relates. In 2022, RSU awards were awarded in the following amounts to our NEOs, with the number of RSUs to be determined based upon the closing price of our common stock on the grant date ($15.08): Mr. Berle: $287,500 (19,065 RSUs); Mr. Felenstein: $205,993 (13,660 RSUs); Mr. Goodman: $212,507 (14,092 RSUs); and Mr. Byus: $141,631 (9,392 RSUs). The awards were granted on March 31, 2022 and will vest annually pro rataover three years on the anniversary of the grant, subject to continued service with us.
19
However, due to the continued uncertainty of the continued COVID-19 pandemic and the difficulty of definitively identifying a re-start date for operations, the Compensation Committee granted MSUs in lieu of the PSUs to executives in 2022 in order to align and tie compensation to our share price performance over a three-year period. The MSUs are market-based equity incentive awards based on a performance-multiplier of change in the stock price of the Company’s common stock between the grant date and a determined closing price. Awards will vest after a three-year performance period and may be earned at a level ranging from 0% to 150% of the number of MSUs granted, depending on performance. Performance will be determined by dividing (i) the average Company stock closing price for 10 consecutive trading days ending on the vesting date by (ii) the Company stock closing price on the day of the grant, provided, however, that in no event shall the performance exceed 150%. The number of MSUs earned shall be determined and shall vest on March 31, 2025. In 2022, MSU awards were awarded in the following amounts to our NEOs (based on 100% of target), with the number of shares determined based upon the closing price of our common stock on the grant date ($15.08): Mr. Berle: $287,500; Mr. Felenstein: $205,993; Mr. Goodman: $212,507; and Mr. Byus: $141,631. The awards were granted on March 31, 2022.
Appointment of New Executive Officers
The compensation packages below were determined by comparing competitive levels for similar positions in our industry and by considering the executive’s prior compensation arrangements.
Effective November 10, 2015, we appointed John T. McClain as our new Chief Financial Officer. In connection with Mr. McClain’s appointment, we entered intohas an employment agreement that provides for severance in the event they are terminated without cause or they leave for good reason. We believe these agreements are important for retention purposes, as many companies we compete with Mr. McClain, as described below, pursuant to which he was provided with the followingoffer severance compensation, arrangements: (i) an initial annual base salary of $425,000; (ii) an annual bonus opportunity through an incentive bonus program established by our compensation committee, with bonuses to be targeted at 75% of base salary; (iii) an annual equity incentive award to be targeted at 100% of base salary, subject to the discretion of our compensation committee and (iv) a grant of stock options to purchase 300,000 shares of our common stock vesting annually pro rata over a four-year period.
Effective January 4, 2016, we appointed J. Tyler Skarda as our new Senior Vice President, Marine Operations. Inparticularly in connection with Mr. Skarda’s appointment, we entered into an employmenta change of control. Accordingly, our named executive officers have the right to receive severance compensation if they are terminated without cause or they leave for good reason while the agreement with Mr. Skarda, as described below, pursuant to which he was provided with the following compensation arrangements: (i) an initial annual base salary of $250,000; (ii) a one-time signing bonus of $140,000 primarily for relocation expenses, provided, however, that if Mr. Skarda’s employment with us is terminated for “cause” or due to a resignation during the first year of employment he must repay the full amount of the signing bonus to us and ifin effect. If such termination occurs duringwithin a specified period after a change of control, enhanced severance compensation, including the second yearvesting of unvested equity awards, is provided. We believe that such compensation gives our named executive officers incentive (1) to stay with the Company despite the possibility of losing employment after a change of control and (2) to focus on obtaining the best possible value for stockholders in a change of control transaction. For additional information on compensation on termination of employment, he must repay 50%see “Executive Compensation — Agreements with Executive Officers” and “Executive Compensation — Estimated Additional Compensation Triggered by Termination of Employment.”
20
result of misconduct, with any financial reporting requirement under securities laws.
Name and Principal Position |
| Year |
| Salary |
| Bonus |
| Option Awards(3) |
| All Other Compensation(4) |
| Total | ||||||
Sven-Olof Lindblad |
| 2015 |
| $ | 668,429 |
| $ | 5,506,187 | (5) |
| $ | — |
| $ | 20,305 |
| $ | 6,194,921 |
| 2014 |
| $ | 648,960 |
| $ | 2,050,000 |
|
| $ | — |
| $ | 24,589 |
| $ | 2,723,549 | |
| 2013 |
| $ | 624,000 |
| $ | 500,000 |
|
| $ | — |
| $ | 21,517 |
| $ | 1,145,517 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ian T. Rogers |
| 2015 |
| $ | 445,620 |
| $ | 3,179,734 | (6) |
| $ | — |
| $ | 68,892 |
| $ | 3,694,246 |
| 2014 |
| $ | 432,640 |
| $ | 1,210,000 |
|
| $ | 10,923,501 |
| $ | 24,589 |
| $ | 12,590,730 | |
| 2013 |
| $ | 416,000 |
| $ | 400,000 |
|
| $ | — |
| $ | 21,517 |
| $ | 837,517 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John T. McClain(1) |
| 2015 |
| $ | 59,664 |
| $ | 59,488 | (7) |
| $ | 1,662,000 |
| $ | — |
| $ | 1,781,152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dean (Trey) Byus III |
| 2015 |
| $ | 225,650 |
| $ | 2,208,688 | (8) |
| $ | — |
| $ | 26,642 |
| $ | 2,460,980 |
| 2014 |
| $ | 219,078 |
| $ | 470,000 |
|
| $ | 3,641,167 |
| $ | 24,589 |
| $ | 4,354,834 | |
|
| 2013 |
| $ | 210,652 |
| $ | 205,000 |
|
| $ | — |
| $ | 21,517 |
| $ | 437,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard P. Fontaine |
| 2015 |
| $ | 294,580 |
| $ | 148,720 | (9) |
| $ | — |
| $ | 26,192 |
| $ | 469,492 |
| 2014 |
| $ | 286,000 |
| $ | 57,000 |
|
| $ | — |
| $ | 24,139 |
| $ | 367,139 | |
|
| 2013 |
| $ | 117,757 |
| $ | 12,500 |
|
| $ | — |
| $ | 6,689 |
| $ | 136,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark D. Ein(2) |
| 2015 |
| $ | — |
| $ | — |
|
| $ | — |
| $ | — |
| $ | — |
| 2014 |
| $ | — |
| $ | — |
|
| $ | — |
| $ | — |
| $ | — | |
| 2013 |
| $ | — |
| $ | — |
|
| $ | — |
| $ | — |
| $ | — | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
L. Dyson Dryden(2) |
| 2015 |
| $ | — |
| $ | — |
|
| $ | — |
| $ | — |
| $ | — |
| 2014 |
| $ | — |
| $ | — |
|
| $ | — |
| $ | — |
| $ | — | |
| 2013 |
| $ | — |
| $ | — |
|
| $ | — |
| $ | — |
| $ | — |
____________
Name and Principal Position | | | Year | | | Salary(1) | | | Bonus | | | Stock Awards(2) | | | Option Awards(2) | | | All Other(5) | | | Total | | |||||||||||||||||||||
Mr. Berle Chief Executive Officer | | | | | 2022 | | | | | $ | 575,000 | | | | | $ | 442,894 | | | | | $ | 575,000 | | | | | $ | — | | | | | $ | 42,409 | | | | | $ | 1,635,303 | | |
| | | 2021 | | | | | $ | 370,432 | | | | | $ | 302,892 | | | | | $ | 1,012,973 | | | | | $ | 5,230,000 | | | | | $ | 19,966 | | | | | $ | 6,936,263 | | | ||
Mr. Lindblad Former President and Chief Executive Officer | | | | | 2021 | | | | | $ | — | | | | | $ | — | | | | | $ | 772,519 | | | | | $ | — | | | | | $ | 38,608 | | | | | $ | 811,127 | | |
| | | 2020 | | | | | $ | 193,479 | | | | | $ | 231,750 | | | | | $ | 1,912,242 | | | | | $ | — | | | | | $ | 39,381 | | | | | $ | 2,376,852 | | | ||
Mr. Felenstein Chief Financial Officer | | | | | 2022 | | | | | $ | 412,000 | | | | | $ | 317,343 | | | | | $ | 411,986 | | | | | $ | — | | | | | $ | 42,931 | | | | | $ | 1,184,259 | | |
| | | 2021 | | | | | $ | 412,000 | | | | | $ | 296,014 | | | | | $ | 411,982 | | | | | $ | — | | | | | $ | 42,840 | | | | | $ | 1,162,836 | | | ||
| | | 2020 | | | | | $ | 360,500 | | | | | $ | 185,400 | | | | | $ | 1,474,910 | | | | | $ | — | | | | | $ | 40,140 | | | | | $ | 2,060,950 | | | ||
Mr. Brodsky(3) Chief Commercial Officer | | | | | 2022 | | | | | $ | 241,900 | | | | | $ | 260,650 | | | | | $ | 437,506 | | | | | $ | 2,809,777 | | | | | $ | 13,092 | | | | | $ | 3,762,925 | | |
Mr. Byus III Chief Expedition Officer | | | | | 2022 | | | | | $ | 283,250 | | | | | $ | 218,173 | | | | | $ | 283,263 | | | | | $ | — | | | | | $ | 42,931 | | | | | $ | 827,616 | | |
| | | 2021 | | | | | $ | 283,250 | | | | | $ | 203,510 | | | | | $ | 283,235 | | | | | $ | — | | | | | $ | 42,840 | | | | | $ | 812,835 | | | ||
| | | 2020 | | | | | $ | 289,563 | | | | | $ | 149,400 | | | | | $ | 1,696,546 | | | | | $ | — | | | | | $ | 40,140 | | | | | $ | 2,175,649 | | | ||
Mr. Bressler President, Natural Habitat, Inc. | | | | | 2022 | | | | | $ | 200,000 | | | | | $ | 1,183,389 | | | | | $ | 100,000 | | | | | $ | — | | | | | $ | 50,809 | | | | | $ | 1,534,198 | | |
| | | 2021 | | | | | $ | 171,354 | | | | | $ | 211,500 | | | | | $ | — | | | | | $ | — | | | | | $ | 50,718 | | | | | $ | 433,572 | | | ||
| | | 2020 | | | | | $ | 76,250 | | | | | $ | 150,000 | | | | | $ | — | | | | | $ | — | | | | | $ | 47,213 | | | | | $ | 273,463 | | | ||
Mr. Goodman(4) Former Chief Commercial and Marketing Officer | | | | | 2021 | | | | | $ | 425,000 | | | | | $ | 308,042 | | | | | $ | 687,693 | | | | | $ | — | | | | | $ | 41,406 | | | | | $ | 1,462,141 | | |
| | | 2020 | | | | | $ | 49,040 | | | | | $ | 28,469 | | | | | $ | 975,600 | | | | | $ | 1,088,100 | | | | | $ | — | | | | | $ | 2,141,209 | | | ||
Philip J. Auerbach(4) Former Chief Commercial Officer | | | | | 2020 | | | | | $ | 248,522 | | | | | $ | 398,185 | | | | | $ | 205,999 | | | | | $ | — | | | | | $ | 23,403 | | | | | $ | 876,109 | | |
(2) Messrs. Ein and Dryden served as our executive officers until our merger with Lindblad. No executive officer received compensation for services rendered
(3) The amounts in this column representBressler reduced his annual salary for 2020 and 2021.
(4) 2020.
|
| 401(k) Match |
| Health Insurance Premiums |
| Life, Accidental Death & Dismemberment and Long Term Disability Premiums |
| Housing Payment | ||||
Sven-Olof Lindblad |
| $ | 1,800 |
| $ | 16,970 |
| $ | 1,535 |
| $ | — |
Ian T. Rogers |
| $ | 1,800 |
| $ | 22,782 |
| $ | 2,060 |
| $ | 42,250 |
Dean (Trey) Byus III |
| $ | 1,800 |
| $ | 22,782 |
| $ | 2,060 |
| $ | — |
Richard P. Fontaine |
| $ | 1,800 |
| $ | 22,782 |
| $ | 1,610 |
| $ | — |
(5) Amount consists
Name | | | 401(k) Match | | | Health Insurance Premiums | | | Life, Accidental Death & Dismemberment and Long-Term Disability Premiums | | | Other(a) | | ||||||||||||
Mr. Berle | | | | $ | 2,400 | | | | | $ | 37,901 | | | | | $ | 2,108 | | | | | $ | — | | |
Mr. Felenstein | | | | $ | 2,400 | | | | | $ | 37,901 | | | | | $ | 2,630 | | | | | $ | — | | |
Mr. Brodsky | | | | $ | 1,210 | | | | | $ | 10,818 | | | | | $ | 1,064 | | | | | $ | — | | |
Mr. Byus | | | | $ | 2,400 | | | | | $ | 37,901 | | | | | $ | 2,630 | | | | | $ | — | | |
Mr. Bressler | | | | $ | 2,400 | | | | | $ | 37,901 | | | | | $ | 2,108 | | | | | $ | 8,400 | | |
(6) Amount consists of a one-time transaction bonus of $2,504,815approximately 24.6 times that was paid upon consummation of the merger with Lindblad and a discretionary bonus of $674,919.
21
(7) Amount consists of a prorated discretionary bonus of $59,488.
(8) Amount consists of a one-time transaction bonus of $1,866,926 that was paid upon consummationmedian of the merger with Lindblad and a discretionary bonusannual total compensation of $341,762.
(9) Amount consistsall of a discretionary bonus of $148,720.
our employees.
2022
Name |
| Grant Date |
| Date of Committee Action |
| All Other Option Awards: Number of Securities Underlying Options (#) |
| Exercise or Base Price of Option Awards ($/sh) |
| Grant Date Fair Value of Option Awards(1) | ||
John T. McClain |
| 11/10/15 |
| 10/23/15 |
| 300,000 |
| $ | 10.58 |
| $ | 1,662,000 |
____________
2022.
| | | | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||
Name | | | Grant Date of Equity Incentive Plan Awards | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | All Other Stock Awards: Number of Options, Shares of Stock or Units (#)(3) | | | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | |||||||||||||||||||||||||||||
Mr. Berle | | | | | | | | | | $ | — | | | | | $ | 431,250 | | | | | $ | 646,875 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | 03/31/22 | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 19,065 | | | | | | 38,130 | | | | | | | | | | | $ | 287,500 | | | | ||
| | | | | 03/31/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 19,065 | | | | | $ | 287,500 | | | | ||
Mr. Felenstein | | | | | | | | | | $ | — | | | | | $ | 309,000 | | | | | $ | 463,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | 03/31/22 | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 13,660 | | | | | | 20,490 | | | | | | | | | | | $ | 205,993 | | | | ||
| | | | | 03/31/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,660 | | | | | $ | 205,993 | | | | ||
Mr. Brodsky | | | | | | | | | | $ | — | | | | | $ | 181,425 | | | | | $ | 272,137 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
| | | | | 05/31/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 30,467 | | | | | $ | 437,506 | | | | ||
| | | | | 05/31/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 160,458 | | | | | $ | 2,304,177 | | | | ||
| | | | | 06/10/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 40,000 | | | | | $ | 505,600 | | | | ||
Mr. Byus | | | | | | | | | | $ | — | | | | | $ | 150,000 | | | | | $ | 225,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | 03/31/22 | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | 9,392 | | | | | | 14,088 | | | | | | | | | | | $ | 141,631 | | | | ||
| | | | | 03/31/22 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,392 | | | | | $ | 141,631 | | | |
2022 and $7.27 per option for the options granted June 10, 2022.
|
| Option Awards |
|
| ||||||
Name |
| Number of Securities Underlying Unexercised Options Exercisable |
| Number of Securities Underlying Unexercised Options Unexercisable |
| Option |
| Option Expiration | ||
Ian T. Rogers |
| — |
| 1,911,803 |
| $ | 1.76 |
| 12/31/2018(1) |
|
Dean (Trey) Byus III |
| — |
| 637,268 |
| $ | 1.76 |
| 12/31/2018(1) |
|
John T. McClain |
| — |
| 300,000 |
| $ | 10.58 |
| 11/9/2025(2) |
|
____________
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||||
Name | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Un-exercisable (#)(2) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That have Not Vested (#)(2) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | ||||||||||||||||||||||||
Mr. Berle | | | | | 200,000 | | | | | | 800,000 | | | | | $ | 16.38 | | | | | | 05/10/31 | | | | | | 65,827 | | | | | $ | 506,868 | | | | | | 19,065(5) | | | | | $ | 146,801 | | |
Mr. Felenstein | | | | | 188,000 | | | | | | — | | | | | $ | 9.47 | | | | | | 09/06/26 | | | | | | 65,377 | | | | | $ | 503,400 | | | | | | 18,452(3) | | | | | $ | 142,080 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,899(4) | | | | | $ | 83,922 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,660(5) | | | | | $ | 105,182 | | |
Mr. Brodsky | | | | | — | | | | | | 160,458 | | | | | $ | 14.36 | | | | | | 05/31/32 | | | | | | 30,467 | | | | | $ | 234,596 | | | | | | — | | | | | $ | — | | |
| | | | | — | | | | | | 40,000 | | | | | $ | 12.64 | | | | | | 06/10/32 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Mr. Byus | | | | | — | | | | | | — | | | | | $ | — | | | | | | N/A | | | | | | 74,196 | | | | | $ | 571,309 | | | | | | 12,686(3) | | | | | $ | 97,682 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,493(4) | | | | | $ | 57,696 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,392(5) | | | | | $ | 72,318 | | |
| | | | | 388,000 | | | | | | 1,000,458 | | | | | | | | | | | | | | | | | | 235,867 | | | | | $ | 1,816,173 | | | | | | 91,647 | | | | | $ | 705,682 | | |
| Unvested Stock Awards (number of shares, units or options) | | | | | ||||||||||||||||||
| Mr. Berle | | | Mr. Felenstein | | | Mr. Brodsky | | | Mr. Byus | | | Vesting Dates | | |||||||||
| 19,065 | | | | | 13,660 | | | | | | — | | | | | | 9,392 | | | | RSUs vest 33% on each March 31, 2023, 2024 and 2025 | |
| — | | | | | 7,266 | | | | | | — | | | | | | 4,995 | | | | RSUs vest 50% on each March 31, 2023 and 2024 | |
| — | | | | | 2,224 | | | | | | — | | | | | | 1,529 | | | | RSUs vest on March 31, 2023 | |
| — | | | | | 10,000 | | | | | | — | | | | | | — | | | | RSUs vest 50% on each December 8, 2023 and 2024 | |
| — | | | | | 32,227 | | | | | | — | | | | | | 58,280 | | | | RSUs vest 33% on each December 21, 2023, 2024 and 2025 | |
| 46,762 | | | | | — | | | | | | — | | | | | | — | | | | RSUs vest 25% each on June 3, 2023, 2024, 2025 and 2026 | |
| — | | | | | — | | | | | | 30,467 | | | | | | — | | | | RSUs vest 25% each on May 31, 2023, 2024, 2025 and 2026 | |
| 800,000 | | | | | — | | | | | | — | | | | | | — | | | | Options 25% vest on May 10, 2023, 2024, 2025 and 2026 | |
| — | | | | | — | | | | | | 160,458 | | | | | | — | | | | Options vest 20% on each of May 31, 2023, 2024, 2025, 2026 and 2027 | |
| — | | | | | — | | | | | | 40,000 | | | | | | — | | | | Options vest 20% on each of June 10, 2023, 2024, 2025, 2026 and 2027 | |
• 33.3% of the options vested on the one-month anniversary of the closing date of the merger and have been exercised by each of the executive officers.
•16.7% of the options vested on January 1, 2016 and have been exercised by each of the executive officers.
•25% of the options will vestmaximum possible awards available on December 31, 2016. These options2022 under our 2021 long-term incentive compensation plan based on performance during 2021 through 2024. The MSUs are market-based equity incentive awards based on a performance-multiplier of change in the stock price of the Company’s common stock between the grant date and a determined closing price. Awards will expirevest after a three-year performance period and may be earned at a level ranging from 0% to 150% of the number of MSUs granted, depending on performance. Performance shall be determined by dividing (i) the average Company stock closing price for 10 consecutive trading days ending on the vesting date by (ii) the Company stock closing price on the day of the grant, provided, however, that in no event shall the performance exceed 150%. The number of MSUs earned shall be determined based upon the closing price of our common stock on our March 31, 2024 stock price and shall vest on that date. In 2021, MSU awards were awarded in the following amounts to our NEOs, with the number of shares determined based upon the closing price of our common stock on the grant date: Mr. Felenstein: $206,000; and Mr. Byus: $141,625. The awards were granted on March 31, 2021, with the award amount determined based upon the closing price of our common stock on March 31, 2021, which was $18.90.
•25% of the options will vest on December 31, 2017. These options will expire on December 31, 2018 if not exercised on or before that date.
(2) The options vest 25% per year on each anniversary of the date of grant, subject to continued employment.
22
performance during 2022 through 2024. For additional information, see “Compensation Discussion and Analysis.”
Our NEOs have not received any stock awards. 2022
|
| Option Awards |
|
| ||
|
| Number of Shares Acquired on Exercise(#) |
| Value Realized on Vesting(1)($) | ||
Sven-Olof Lindblad |
| 809,984 | (2) |
| $ | 2,559,549 |
Ian T. Rogers |
| 954,469 |
|
| $ | 7,196,696 |
Dean (Trey) Byus III |
| 318,156 |
|
| $ | 2,398,896 |
____________
2022.
| | | Option Awards | | | Stock Awards | | ||||||||||||||||||
Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($)(1) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(2) | | ||||||||||||
Mr. Berle | | | | | — | | | | | $ | — | | | | | | 11,690 | | | | | $ | 168,453 | | |
Mr. Felenstein | | | | | — | | | | | $ | — | | | | | | 26,103 | | | | | $ | 617,536 | | |
Mr. Brodsky | | | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | |
Mr. Byus | | | | | — | | | | | $ | — | | | | | | 41,837 | | | | | $ | 487,115 | | |
| | | | | — | | | | | $ | — | | | | | | 79,630 | | | | | $ | 1,273,104 | | |
| Year | | | Summary Compensation Table Total for PEO Berle(1) | | | Summary Compensation Table Total for PEO Lindblad(1) | | | Compensation Actually Paid to PEO Berle(1)(2)(3) | | | Compensation Actually Paid to PEO Lindblad(1)(2)(3) | | | Average Summary Compensation Table Total for Non-CEO NEOs(1) | | | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3) | | | Value of $100 Investment Based On:(4) | | | Net Loss Available to Common Stockholders (millions) | | | Adjusted EDITDA (millions)(6) | | |||||||||||||||||||||||||||||||||
| Total Shareholder Return | | | FTSE 100 Index(5) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (a) | | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | | | (k) | | ||||||||||||||||||||||||||||||
| 2022 | | | | $ | 1,635,303 | | | | | | N/A | | | | | $ | (3,740,733) | | | | | | N/A | | | | | $ | 1,827,250 | | | | | $ | 722,410 | | | | | $ | 47.09 | | | | | $ | 98.80 | | | | | $ | (116.1) | | | | | $ | (11.5) | | |
| 2021 | | | | $ | 6,936,263 | | | | | $ | 811,127 | | | | | $ | 10,277,472 | | | | | $ | (896,178) | | | | | $ | 967,846 | | | | | $ | 719,423 | | | | | $ | 95.41 | | | | | $ | 97.91 | | | | | $ | (124.7) | | | | | $ | (64.0) | | |
| 2020 | | | | | N/A | | | | | $ | 2,376,852 | | | | | | N/A | | | | | $ | 3,021,481 | | | | | $ | 1,691,674 | | | | | $ | 2,108,405 | | | | | $ | 104.71 | | | | | $ | 85.66 | | | | | $ | (100.4) | | | | | $ | (52.2) | | |
(2) The numberPEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of shares acquired on exercise represents stock optionsStock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Lindblad which were exercised priorChange in Pension Value column reflect the amounts attributable to the merger.
Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
| | | PEO Berle | | |||||||||||||||
| | | 2020 | | | 2021 | | | 2022 | | |||||||||
SCT Total | | | | $ | — | | | | | $ | 6,936,263 | | | | | $ | 1,635,303 | | |
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | | | — | | | | | | (6,242,973) | | | | | | (575,000) | | |
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | | | — | | | | | | 9,584,182 | | | | | | 278,231 | | |
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | | | — | | | | | | — | | | | | | (4,429,394) | | |
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | | | — | | | | | | — | | | | | | — | | |
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | | | — | | | | | | — | | | | | | (649,872) | | |
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | | | — | | | | | | — | | | | | | — | | |
Compensation Actually Paid | | | | $ | — | | | | | $ | 10,277,472 | | | | | $ | (3,740,733) | | |
| | | PEO Lindblad | | |||||||||||||||
| | | 2020 | | | 2021 | | | 2022 | | |||||||||
SCT Total | | | | $ | 2,376,852 | | | | | $ | 811,127 | | | | | $ | — | | |
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | | | (1,912,242) | | | | | | (772,519) | | | | | | — | | |
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | | | 3,458,773 | | | | | | 748,831 | | | | | | — | | |
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | | | (277,732) | | | | | | (466,575) | | | | | | — | | |
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | | | — | | | | | | — | | | | | | — | | |
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | | | (624,171) | | | | | | 124,019 | | | | | | — | | |
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | | | — | | | | | | (1,341,061) | | | | | | — | | |
Compensation Actually Paid | | | | $ | 3,021,481 | | | | | $ | (896,178) | | | | | $ | — | | |
| | | NEO | | |||||||||||||||
| | | 2020 | | | 2021 | | | 2022 | | |||||||||
SCT Total | | | | $ | 1,691,674 | | | | | $ | 967,846 | | | | | $ | 1,827,250 | | |
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | | | | | (1,088,231) | | | | | | (345,728) | | | | | | (1,010,633) | | |
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | | | | 1,951,502 | | | | | | 303,478 | | | | | | 341,776 | | |
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | | | | (49,992) | | | | | | (239,077) | | | | | | (363,226) | | |
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | | | | — | | | | | | — | | | | | | — | | |
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | | | (244,063) | | | | | | 32,904 | | | | | | (72,757) | | |
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | | | (152,485) | | | | | | — | | | | | | — | | |
Compensation Actually Paid | | | | $ | 2,108,405 | | | | | $ | 719,423 | | | | | $ | 722,410 | | |
Sven-Olof Lindblad. In connection with our merger with Lindblad,
Ian T. Rogersan act of fraud, embezzlement, willful misappropriation, willful misconduct, or breach of fiduciary duty, in any case that results in material harm to us or any of our affiliates; (vi) material violation of any provision of the employment agreement or material written policy; or (vii) willful or prolonged, and unexcused, absence from work (other than by reason of disability due to physical or mental illness). Action or inaction is only “willful” if done or omitted without the good faith belief that such action or inaction is in our best interests.
his base salary) and (iii) provides for participation in the Company’s equity incentive plans with the expectation that he will receive an annual equity award targeted at 100% of his base salary.
23
the executiveagreement prohibits Mr. Byus from competing with our business worldwide (except for providing services to a conglomerate that competes with us if the executive is not directly involved with the competitive division or line) and from soliciting our employees, independent contractors, customers, suppliers and similar counterparties.
The definition of “cause” and “good reason” are the same as set forth above for Mr. Berle.
interests of Natural Habitat.
John T. McClain. In connection with Mr. McClain’s appointment following the merger with Lindblad, we entered into an employment agreement with Mr. McClain for an initial term of four years pursuant to which he was provided with the following compensation arrangements: (i) an initial annual base salary of $425,000; (ii) an annual bonus opportunity through an incentive bonus program established by our compensation committee, with bonuses to be targeted at 75% of base salary; (iii) an annual equity incentive award to be targeted at 100% of base salary, subject to the discretion of our compensation committee and (iv) a grant of stock options to purchase 300,000 shares of the our common stock vesting annually pro rata over a four-year period.
If Mr. McClain’s employment is terminated without “cause” or for “good reason” prior to the end of the employment period he will be entitled to (i) cash, payable in equal installments over a 12-month period, equal to (A) his base salary (at the highest level in effect during the term) and (B) the average annual bonus over the prior three years (which shall be an amount equal to 75% of his base salary if such termination occurs prior to the receipt of an annual bonus or prior to the receipt of an annual bonus for a full year of employment); (ii) reimbursement of COBRA premiums for a period of 12 months and (iii) all unvested equity awards granted to him that would have vested in the 12 months following the termination of employment shall automatically vest (provided that performance awards shall vest subject to the attainment of the performance metrics). If Mr. McClain’s employment is terminated without “cause” or for “good reason” prior to the end of the employment period within the one-year period following a “change in control” he will be entitled to (i) cash, payable in equal installments over a two-year period, equal to two times the sum of (A) his base salary (at the highest level in effect during the term) and (B) the average annual bonus over the prior three years (which shall be an amount equal to 75% of his base salary if such termination occurs prior to the receipt of an annual bonus or prior to the receipt of an annual bonus for a full year of employment); (ii) reimbursement of COBRA premiums for a period of two years and (iii) all unvested equity awards granted to him shall automatically vest (provided that performance awards shall vest subject to the attainment of the performance metrics, to the extent such performance metrics (which shall be reviewed and may be adjusted by the our Board of Directors) continue to apply). To receive these benefits, Mr. McClain must execute a general release of claims. Mr. McClain will also be prohibited from competing with us or soliciting our employees, customers or suppliers for a period of two years following his termination of employment. The definition of “cause” and “good reason” are the same as set forth above for Messrs. Rogers and Byus.
J. Tyler Skarda. In connection with Mr. Skarda’s appointment, we entered into an employment agreement with Mr. Skarda for an initial term of three years that automatically renews for additional 12-month periods unless either party provides notice of non-renewal. The employment agreement provides: (i) an initial annual base salary of $250,000; (ii) a one-time signing bonus of $140,000 primarily for relocation expenses, provided, however, that if Mr. Skarda’s employment with us is terminated for “cause” or due to a resignation during the first year of
24
employment he must repay the full amount of the signing bonus to us and if such termination occurs during the second year of employment he must repay 50% of the signing bonus to us; (iii) an annual bonus opportunity through an incentive bonus program established by our compensation committee with bonuses to be targeted at 50% of base salary and a guaranteed minimum bonus of $62,500 for calendar year 2016; and (iv) a grant of stock options to purchase 20,000 shares of our common stock vesting annually pro rata over a three-year period. If Mr. Skarda’s employment is terminated without “cause” he will be entitled to an amount equal to his annual base salary payable in equal installments over a 12-month period. To receive these benefits, Mr. Skarda must execute a general release of claims. Mr. Skarda will also be prohibited from competing with us or soliciting our employees, customers or suppliers for a period of two years following his termination of employment. The definition of “cause” is the same as set forth above for Messrs. Rogers and Byus.
2022
Name |
| Cash |
| Equity(3) |
| Perquisites/ Benefits(4) |
| Total | |||||
Sven-Olof Lindblad |
| $ | — |
|
| $ | — |
| $ | — |
| $ | — |
Ian T. Rogers |
| $ | 961,640 | (1) |
| $ | 11,175,447 |
| $ | 12,434 |
| $ | 12,149,521 |
John T. McClain |
| $ | 743,750 | (2) |
| $ | — |
| $ | 12,434 |
| $ | 756,184 |
Dean (Trey) Byus III |
| $ | 474,665 | (1) |
| $ | 3,725,152 |
| $ | 12,434 |
| $ | 4,212,251 |
Richard P. Fontaine |
| $ | — |
|
| $ | — |
| $ | — |
| $ | — |
Name | | | Cash | | | Equity | | | Perquisites/ Benefits | | | Total | | ||||||||||||
Mr. Berle | | | | $ | 1,017,894(1) | | | | | $ | 138,947(3) | | | | | $ | 37,452(6) | | | | | $ | 1,194,293 | | |
Mr. Felenstein | | | | $ | 729,343(1) | | | | | $ | 201,378(4) | | | | | $ | 37,452(6) | | | | | $ | 968,173 | | |
Mr. Brodsky | | | | $ | 400,000(1) | | | | | $ | 234,596(5) | | | | | $ | 37,452(6) | | | | | $ | 672,048 | | |
Mr. Byus | | | | $ | 691,784(2) | | | | | $ | — | | | | | $ | 37,452(6) | | | | | $ | 729,236 | | |
Mr. Bressler | | | | $ | 12,149,444(12) | | | | | $ | — | | | | | $ | 56,178(7) | | | | | $ | 12,205,622 | | |
Name |
| Cash |
| Equity(7) |
| Perquisites/ Benefits(8) |
| Total | |||||
Sven-Olof Lindblad |
| $ | — |
|
| $ | — |
| $ | — |
| $ | — |
Ian T. Rogers |
| $ | 1,575,000 | (5) |
| $ | 17,875,358 |
| $ | 24,868 |
| $ | 19,475,226 |
John T. McClain |
| $ | 1,487,500 | (6) |
| $ | — |
| $ | 24,868 |
| $ | 1,512,368 |
Dean (Trey) Byus III |
| $ | 766,773 | (5) |
| $ | 5,958,456 |
| $ | 24,868 |
| $ | 6,750,097 |
Richard P. Fontaine |
| $ | — |
|
| $ | — |
| $ | — |
| $ | — |
____________
Name | | | Cash | | | Equity | | | Perquisites/ Benefits | | | Total | | ||||||||||||
Mr. Berle | | | | $ | 1,017,894(1) | | | | | $ | 506,868(10) | | | | | $ | 37,452(6) | | | | | $ | 1,562,214 | | |
Mr. Felenstein | | | | $ | 729,343(1) | | | | | $ | 503,400(9) | | | | | $ | 37,452(6) | | | | | $ | 1,270,195 | | |
Mr. Brodsky | | | | $ | 400,000(1) | | | | | $ | 234,596(10) | | | | | $ | 37,452(6) | | | | | $ | 672,048 | | |
Mr. Byus | | | | $ | 1,181,736(8) | | | | | $ | — | | | | | $ | 74,904(11) | | | | | $ | 1,256,640 | | |
Mr. Bressler | | | | $ | 12,149,444(12) | | | | | $ | — | | | | | $ | 56,178(7) | | | | | $ | 12,205,622 | | |
2022 fiscal year.
actually paid for the 2022 fiscal year.
(4) Amounts represent the value of COBRA continuation coverage for a period of 12 months.
(5) Amounts represent two times the sum of (i) annual base salary and (ii) target bonus (150% of base salary).
(6) Amount represents two times the sum of (i) his annual base salary and (ii) an amount equal to 75% of his base salary.
(7) Amounts shown represent(a) the product of (i) the number of shares underlying all unvested stock options and (ii) the excess, if any, of the closing price per share of our common stock on December 31, 201530, 2022 of $11.11$7.70 and the exercise price per share of such options.
(8) options, plus (b) the market value of 27% of the unvested RSUs at the December 30, 2022 closing share price of $7.70.
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NEOs with equity awards to help further align their interests with our interests and those of our stockholders. The compensation committeeCompensation Committee believes that these awards do not encourage unnecessary or excessive risk taking since the awards are generally provided at the beginning of an employee’s tenure or at various intervals to award achievements or provide additional incentive to build long-term value and are subject to vesting schedules to help ensure that executives have significant value tied to our long-term corporate success and performance.
during fiscal year 2022.
Compensation Committee.
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Catherine B. Reynolds
Capitol Acquisition Corp. II Prior to the Merger with Lindblad
In February 2011, Capitol Acquisition Corp. II (“Capitol”) issued 4,417,684 shares of common stock to Capitol Acquisition Management 2 LLC (an affiliate of Mark D. Ein, Capitol’s former Chief Executive Officer and our current Chairman) for $25,000 in cash, at a purchase price of approximately $0.006 share, in connection with Capitol’s organization. In March 2013, Capitol’s sponsor contributed an aggregate of 105,184 shares of Capitol’s common stock to Capitol’s capital, resulting in its sponsor owning an aggregate of 4,312,500 founder’s shares. The sponsor received no consideration for this contribution. Such contribution was made solely to maintain the sponsor’s collective 20% ownership interest in Capitol’s shares of common stock based on the current size of Capitol’s initial public offering. Thereafter, also in March 2013, Capitol’s sponsor transferred an aggregate of 1,078,126 founder’s shares to Capitol’s then executive officers and directors. In April 2013, Capitol’s sponsor and L. Dyson Dryden (Capitol’s former Chief Financial Officer and our current director) transferred an aggregate of 22,998 founder’s shares to Messrs. Calcano, Donaldson and Sodha (each a former director of Capitol), resulting in Capitol’s sponsor owning an aggregate of 3,222,875 founder’s shares and Mr. Dryden owning an aggregate of 974,626 founder’s shares. The sponsor received no consideration for these transfers. In May 2013, Capitol effected a stock dividend of 0.2 shares for each outstanding share of common stock, resulting in Capitol’s sponsor and officers and directors holding an aggregate of 5,175,000 founder’s shares, of which 175,000 shares were subsequently forfeited.
All of the initial shares of common stock issued by Capitol to its sponsor and initial stockholders (Capitol Acquisition Management 2 LLC, L. Dyson Dryden, Lawrence Calcano, Richard C. Donaldson and Piyush Sodha) were placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until one year after the date of the consummation of Capitol’s merger with Lindblad (July 8, 2016) or earlier if, the last sales price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after
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July 8, 2015 or we consummate a subsequent liquidation, merger, share exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. In addition, initial shares held in escrow include certain founder forfeiture shares which are subject to forfeiture in the event the last sales price of our stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period until July 8, 2019. Such founder forfeiture shares will be released from escrow at the same time as the other initial shares to the extent they have been earned at such time.
Commencing on May 10, 2013, Capitol paid Venturehouse Group, LLC, an affiliate of Mark D. Ein, a fee of $7,500 per month for providing Capitol with office space and certain office and administrative services through the initial business combination of July 8, 2015. This arrangement was solely for Capitol’s benefit and was not intended to provide Mr. Ein compensation in lieu of a salary. For the years ended December 31, 2015, 2014 and 2013, the aggregate cash fee paid to Venturehouse Group, LLC was $45.0 thousand, $90.0 thousand and $62.4 thousand, respectively.
To meet Capitol’s working capital needs, from time to time, Capitol’s officers, directors, initial stockholders or their affiliates loaned Capitol funds in their sole discretion prior to the initial business combination. The aggregate amount of the loans was approximately $1.6 million. All loans were repaid upon consummation of the merger with Lindblad, without interest, with the exception of $0.5 million of the notes that were converted into warrants at a price of $1.00 per warrant at such time.
The holders of Capitol’s initial shares, as well as the holders of the sponsor warrants and all note conversion warrants are entitled to registration rights pursuant to an agreement signed in connection with Capitol’s initial public offering. We filed a Form S-3 resale registration statement required by such registration rights agreement that was declared effective by the Securities and Exchange Commission on September 16, 2015.
Capitol reimbursed its officers and directors for reasonable out-of-pocket business expenses incurred by them in connection with certain activities on its behalf such as identifying and investigating possible target businesses and business combinations prior to the initial business combination. As of July 8, 2015, December 31, 2014 and December 31, 2013, Capitol had reimbursed its initial stockholders approximately $53.8 thousand, $38.2 thousand and $26.0 thousand, respectively, for out-of-pocket business expenses incurred by them in connection with activities on its behalf.
Other than the fees described above and reimbursable out-of-pocket expenses payable to Capitol’s officers and directors, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar compensation, were paid to any of Capitol’s initial stockholders, including its officers or directors, or to any of their respective affiliates, prior to or for services rendered in connection with the business combination.
Lindblad Expeditions, Inc.
On November 3, 2014, Lindblad and Sven-Olof Lindblad entered into a certain Loan and Security Agreement (“Loan Agreement”) and a certain Promissory Note made by Mr. Lindblad in favor of Lindblad for a maximum aggregate principal amount of up to $3.5 million. The interest rates of the Promissory Note were the applicable federal rate for loans of equal tenor for the months in which amounts were provided to Mr. Lindblad by Lindblad, as published by the Internal Revenue Service for purposes of Section 1274(d) of the Internal Revenue Code. Mr. Lindblad pledged his right, title and interest in and to all of the issued and outstanding shares of capital stock of Lindblad held by him to Lindblad as collateral for repayment of the Promissory Note. The Promissory Note was satisfied and the Loan Agreement terminated on March 9, 2015 pursuant to the Assignment and Assumption Agreement described below. Prior to such satisfaction and termination, approximately $2.8 million had been advanced by Lindblad to Mr. Lindblad and no principal or interest had been repaid by Mr. Lindblad.
On March 9, 2015, Mr. Lindblad and Lindblad entered into an Assignment and Assumption Agreement pursuant to which Mr. Lindblad (i) assigned and transferred to Lindblad his right to receive a $5.0 million fee payable by DVB and (ii) exercised his outstanding option to purchase 2,857 shares of Lindblad’s stock for an aggregate exercise price of $92.5 thousand. In exchange for the assignment to Lindblad of the fee payable by DVB, all of Mr. Lindblad’s obligations under the Loan Agreement described above were deemed satisfied in full, the Loan Agreement and related Promissory Note were terminated, and Mr. Lindblad’s obligation to pay the aggregate exercise price for the exercise of the option described above was satisfied in full. Following receipt of the fee from
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DVB, Lindblad paid to Mr. Lindblad an amount equal to (a) the fee paid by DVB, less (b) the outstanding amount of principal and interest owed under the Loan Agreement at the time of entry into the Assignment and Assumption Agreement, the aggregate exercise price payable in connection with the exercise of the option, and a collection premium equal to one percent of the outstanding amount of principal and interest payable in connection with the loan, and less (c) any required withholding taxes.
Prior to the debt refinancing and the completion of the purchase of Cruise/Ferry Master Fund I, N.V. (“CFMF”) on May 8, 2015, CFMF served as the junior lender pursuant to Lindblad’s junior credit facility. CFMF was deemed to have control of Lindblad through (a) CFMF’s possession of a warrant to purchase 60% of Lindblad for nominal consideration that could be exercised at any time and (b) a shareholder agreement between CFMF and Lindblad under which CFMF was declared to be in control of Lindblad and for which CFMF was awarded two of the three seats on Lindblad’s Board of Directors. On December 11, 2014, Lindblad entered into a Profit Participation Loan Purchase Agreement with DVB, a Profit Participation Rights Purchase Agreement with Buss Kreuzfahrtfonds 1 GmbH & Co. KG and Buss Kreuzfahrtfonds 2 GmbH& Co. KG, and a Stock Purchase Agreement with Cruise/Ferry Finance Partners Private Foundation. These three agreements enabled Lindblad to purchase the financial and equity interests in CFMF in order to recapture and extinguish a warrant to purchase 60% of the outstanding equity of Lindblad on a fully diluted basis. On December 11, 2014, the date of the purchase agreements, an initial payment of $25.0 million was made to DVB under the Profit Participation Loan Purchase Agreement. The remaining payments of (i) $22.7 million to DVB, (ii) $48.4 million to Buss Kreuzfahrtfonds 1 GmbH & Co. KG and Buss Kreuzfahrtfonds 2 GmbH & Co. KG, as increased by $339,100 per month from December 31, 2014 until the close of the transaction, and (iii) $1.00 to Cruise/Ferry Financing Partners Private Foundation were made on May 8, 2015. DVB served as agent and security trustee under Lindblad’s credit facilities prior to the refinancing on May 8, 2015, and was one of the Senior Lenders under the then current senior credit facility. In connection with the purchase of CFMF completed on May 8, 2015, the senior credit facility was paid off and the junior credit facility was cancelled.
Lindblad and National Geographic collaborate on exploration, research, technology and conservation in order to provide travel experiences and disseminate geographic knowledge around the globe. The Lindblad/National Geographic alliance is set forth in (i) an Alliance and License Agreement and (ii) a Tour Operator Agreement. During 2015, Lindblad paid an aggregate of $4.8 million to National Geographic under these agreements which is included within selling and marketing expenses on the accompanying consolidated statements of income. The extension of the agreements between Lindblad and National Geographic in connection with the mergers was contingent on the execution by Mr. Lindblad of an option agreement granting National Geographic the right to purchase 2,387,499 of Mr. Lindblad’s shares in the Company for a per share price of $10.00 per share.
In connection with the mergers, the stockholders of Capitol prior to its initial public offering — Capitol Acquisition Management 2 LLC, L. Dyson Dryden, Lawrence Calcano, Richard C. Donaldson and Piyush Sodha — collectively agreed to make a charitable contribution of an aggregate of 500,000 founder’s shares in Capitol to the LEX-NG Fund, established by National Geographic, for no additional consideration. The LEX-NG Fund is managed jointly by one of our staff members and a National Geographic staff member and the board is comprised of five members with Mr. Lindblad acting as Chairman.
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bonus.
30
2023
31
PROPOSAL NO. 42016 CEO SHARE ALLOCATION PLAN
Overview
On April 8, 2016, we adopted a new equity incentive plan (the “2016 CEO Share Allocation Plan”), pursuant to which the Company will grant awards covering up to 1,000,000 shares of the Company’s common stock in the form of restricted stock, restricted stock units, and/or other stock- or cash-based awards to eligible employees and other service providers of the Company. The 2016 CEO Share Allocation Plan was adopted in connection with a Contribution Agreement (the “Contribution Agreement”) that we expect to enter into with Sven-Olof Lindblad, our President and Chief Executive Officer, pursuant to which Mr. Lindblad will agree to transfer up to 1,000,000 shares of the Company’s common stock (i.e., an equivalent number of shares as is reserved for issuance under the 2016 CEO Share Allocation Plan) (the “Contribution Shares”) to the Company as a contribution to the capital of the Company. Mr. Lindblad will not receive any consideration in exchange for the Contribution Shares. However, as a condition to the contribution of any Contribution Shares, the Company must grant awards under the 2016 CEO Share Allocation Plan, such that the number of Contribution Shares that Mr. Lindblad actually contributes to the Company will equal the number of shares corresponding to awards granted under the plan. The contribution of the Contribution Shares by Mr. Lindblad to the Company will effectively reduce the number of shares of our common stock that are outstanding by the same number of shares that would be issued under the 2016 CEO Share Allocation Plan (or a lesser number in the event awards are settled in cash). Such contributions will be effective as of the later of the date we grant corresponding awards under the 2016 CEO Share Allocation Plan and the date our stockholders approve the 2016 CEO Share Allocation Plan (and such contributions will occur only if the 2016 CEO Share Allocation Plan is approved by stockholders).
The 2016 CEO Share Allocation Plan is in addition to our existing 2015 Long-Term Incentive Plan, which was approved by stockholders in 2015 and which allows our Board of Directors or its applicable delegate to issue up to 2,500,000 shares of our common stock. The adoption and approval of the 2016 CEO Share Allocation Plan will not have any effect on the 2015 Long-Term Incentive Plan. If the 2016 CEO Share Allocation Plan is approved by our stockholders and we enter into the Contribution Agreement with Mr. Lindblad, we will grant awards under both plans until the share reserve under each respective plan is exhausted.
The 2016 CEO Share Allocation Plan was initiated by Mr. Lindblad and the purpose of the 2016 CEO Share Allocation Plan and the Contribution Agreement is to enhance the ability of the Company and its subsidiaries to reward employees for their contributions in building the Company by providing these individuals with stock ownership or other stock- or cash-based incentive opportunities. The use of these long-term stock and stock- or cash-based grants allows our Board of Directors to align the incentives of the Company’s employees and consultants with the interests of its stockholders, linking compensation to Company performance. The use of stock awards as compensation also allows the Company to conserve cash resources for other important purposes. In addition, approval of the 2016 CEO Share Allocation Plan will allow the Company to realize the benefit of receiving the Contribution Shares from Mr. Lindblad pursuant to the Contribution Agreement that we expect to enter into with Mr. Lindblad. Accordingly, our Board of Directors believes that approval of the 2016 CEO Share Allocation Plan is in the best interests of the Company and its stockholders and our Board of Directors recommends that stockholders vote for approval of the 2016 CEO Share Allocation Plan.
Our Board of Directors approved the 2016 CEO Share Allocation Plan on April 8, 2016, subject to stockholder approval at the annual meeting. If this Proposal 4 is not approved by our stockholders, neither the 2016 CEO Share Allocation Plan nor the Contribution Agreement will become effective, and Mr. Lindblad will not transfer the Contribution Shares to the Company. If the 2016 CEO Share Allocation Plan is not approved, our 2015 Long-Term Incentive Plan will remain in full force and effect and we will continue to make grants thereunder until its share reserve is exhausted.
In addition, prior to the annual meeting and assuming we enter into the Contribution Agreement with Mr. Lindblad, Mr. Lindblad, as the administrator of the 2016 CEO Share Allocation Plan, may grant awards under the plan corresponding to the maximum number of shares that may be issued (i.e., 1,000,000). Any such awards are expected to be granted to employees of the Company and its subsidiaries who are not executive officers and may be subject to such vesting terms and conditions as the administrator may determine. Any such awards will all be conditioned upon the approval of the 2016 CEO Share Allocation Plan by our stockholders pursuant to this
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Proposal 4 (the “Conditional Awards”). If this Proposal 4 is not approved by our stockholders, the Conditional Awards will be forfeited by the participants.
The 2016 CEO Share Allocation Plan is described in more detail below. A copy of the 2016 CEO Share Allocation Plan is attached to this proxy statement as Annex A. For additional information about share recycling provisions under the 2016 CEO Share Allocation Plan, see the discussion below and under the heading “—Award Limits.”
In addition to the requirement that our stockholders approve the 2016 CEO Share Allocation Plan, in no event will any shares be issued under the 2016 CEO Share Allocation Plan (including any Conditional Awards) unless we enter into the Contribution Agreement with Mr. Lindblad, such that for every share corresponding to an award granted under the 2016 CEO Share Allocation Plan, we will receive a contribution of one share from Mr. Lindblad for no additional consideration.
Key Terms of the 2016 CEO Share Allocation Plan
The 2016 CEO Share Allocation Plan contains a number of provisions that the Company believes are consistent with best practices in equity compensation and which protect its stockholders’ interests. These terms include:
• The 2016 CEO Share Allocation Plan does not have single-trigger accelerated vesting provisions upon a change in control.
• Shares tendered by participants or withheld by the Company to satisfy tax withholding obligations associated with any award will not be “added back” to the shares available for issuance under the 2016 CEO Share Allocation Plan. Other liberal share counting rules also do not apply under the 2016 CEO Share Allocation Plan.
• Dividends and dividend equivalents may be paid on awards subject to performance vesting conditions only to the extent such conditions are met.
Description of the 2016 CEO Share Allocation Plan
The following sets forth a description of the material features and terms of the 2016 CEO Share Allocation Plan. The following summary is qualified in its entirety by reference to the full text of the 2016 CEO Share Allocation Plan, which is attached hereto as Annex A.
Effectiveness. The 2016 CEO Share Allocation Plan became effective on the date it was approved by our Board of Directors, subject to stockholder approval at the annual meeting and subject to the execution of the Contribution Agreement by the Company and Mr. Lindblad. If this Proposal 4 is not approved by our stockholders, all Conditional Awards will be forfeited and no further awards under this plan will be made. In addition, the Contribution Agreement will not become effective and Mr. Lindblad will not transfer the Contribution Shares to the Company if this Proposal 4 is not approved by our stockholders. In no event will any shares be issued pursuant to the 2016 CEO Share Allocation Plan (including Conditional Awards) in the event we do not enter into the Contribution Agreement with Mr. Lindblad as described in this Proposal 4.
Administration. The 2016 CEO Share Allocation Plan will be administered by our Board of Directors or one or more committees or subcommittees of our Board of Directors, provided that, except with respect to awards granted to a participant who is or may be subject to Rule 16b-3 promulgated under the Exchange Act, during the period of time that Mr. Lindblad serves on our Board of Directors, the 2016 CEO Share Allocation Plan will be administered by Mr. Lindblad. The administrator of the 2016 CEO Share Allocation Plan (the “Administrator”) has the authority to determine which service providers receive awards and sets the terms and conditions applicable to the award within the confines of the 2016 CEO Share Allocation Plan’s terms. The Administrator will have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the 2016 CEO Share Allocation Plan.
Award Limits. The maximum aggregate number of shares of common stock that may be subject to awards granted under the 2016 CEO Share Allocation Plan is the greater of (i) 1,000,000 shares or (ii) the number of shares contributed to us from Mr. Lindblad pursuant to the Contribution Agreement. Shares issued under the 2016 CEO Share Allocation Plan may be authorized but unissued shares, shares purchased in the open market or treasury
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shares. However, this number may be adjusted to take into account equity restructurings and certain other corporate transactions as described below. In the event of any such adjustments, the number of Contribution Shares not yet contributed by Mr. Lindblad to the Company would be correspondingly adjusted.
Share Counting Provisions. If an award under the 2016 CEO Share Allocation Plan expires, lapses or is terminated, surrendered or forfeited, the unused shares covered by the award will become or again be available for award grants under the 2016 CEO Share Allocation Plan. However, the 2016 CEO Share Allocation Plan does not allow the share pool available for grants to be recharged or replenished with shares that are tendered or withheld to satisfy tax withholding obligations for any awards. Dividend equivalents paid in cash will not be counted against the number of shares reserved under the 2016 CEO Share Allocation Plan.
Eligibility. Employees and consultants of the Company or any of its subsidiaries are eligible to participate in the 2016 CEO Share Allocation Plan. As of April 8, 2016, the Company and its subsidiaries had approximately 380 employees and consultants who will be eligible to receive awards under the Plan.
Types of Awards. The 2016 CEO Share Allocation Plan provides for the grant of restricted stock, restricted stock unit awards and other stock- or cash-based awards. The 2016 CEO Share Allocation Plan does not allow the grant of stock options, stock appreciation rights or other similar awards. Certain awards under the 2016 CEO Share Allocation Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Internal Revenue Code, which may impose additional requirements on the terms and conditions of such awards. Awards to eligible individuals shall be subject to the terms of an individual award agreement between the Company and the individual, which must be signed indicating its acceptance by the participant. A brief description of each award type follows.
•Restricted Stock. The Administrator may make awards of restricted stock to eligible individuals in such amounts to be established by the Administrator in connection with each award, subject to forfeiture or to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the participant. Such awards will be subject to restrictions and other terms and conditions as are established by the Administrator. Upon issuance of restricted stock, recipients generally have the rights of a stockholder with respect to such shares, subject to the limitations and restrictions established by the Administrator in the award program or the individual award agreement. Such rights generally include the right to receive dividends and other distributions in relation to the award; however, dividends may be paid with respect to restricted stock with performance-based vesting conditions only to the extent the performance conditions have been satisfied and the restricted stock vests.
•Restricted Stock Units. The 2016 CEO Share Allocation Plan authorizes awards of restricted stock units to eligible individuals in amounts and at purchase prices and upon such other terms and conditions as are established by the Administrator for each award. Restricted stock unit awards entitle recipients to acquire shares of the Company’s common stock or an amount in cash or other consideration determined by the Administrator to be of equal value as of the settlement date in the future under certain conditions. Holders of restricted stock units generally have no rights of ownership or as stockholders in relation to the award, unless and until the restrictions lapse and the restricted stock unit award vests in accordance with the terms of the grant and actual shares are issued in settlement of the award. Restricted stock units may be accompanied by the right to receive the equivalent value of dividends paid on shares of the Company’s common stock prior to the delivery of the underlying shares (i.e., dividend equivalent rights); however, dividend equivalents with respect to an award with performance-based vesting conditions that are based on dividends paid prior to the vesting of such award will only be paid out to the holder to the extent that the performance-based vesting conditions are subsequently satisfied and the award vests. The Administrator may provide that settlement of restricted stock units will occur upon or as soon as reasonably practicable after the restricted stock units vest or will instead be deferred, on a mandatory basis or at the participant’s election, in a manner intended to comply with Section 409A of the Internal Revenue Code.
•Other Stock- or Cash-Based Awards. The Administrator is authorized to make other stock- or cash-based awards to any eligible individual under the 2016 CEO Share Allocation Plan. Such awards may entitle eligible individuals to receive shares, cash or other payments, including future payments, and may include cash bonus awards. Subject to the provisions of the 2016 CEO Share Allocation Plan, the number or value of shares to be awarded, conditions of such awards and criteria for vesting will be set by the Administrator.
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Certain Transactions. The Administrator has broad discretion to take action under the 2016 CEO Share Allocation Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting the Company’s common stock, such as dividends or other distributions (whether in the form of cash, common stock, other securities, or other property), reorganizations, mergers, consolidations, Change in Control events (as that term is defined in the 2016 CEO Share Allocation Plan) and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with Company stockholders known as “equity restructurings,” the Administrator will make equitable adjustments to outstanding awards. No single-trigger vesting acceleration applies under the 2016 CEO Share Allocation Plan in connection with a Change in Control event.
Amendment and Termination. The Administrator may amend, suspend or terminate the 2016 CEO Share Allocation Plan at any time. However, no amendment, other than an amendment that increases the number of shares available under the 2016 CEO Share Allocation Plan, may materially and adversely affect an award outstanding under the 2016 CEO Share Allocation Plan without the consent of the affected participant. Our Board of Directors is required to obtain stockholder approval for any amendment to the 2016 CEO Share Allocation Plan to the extent necessary to comply with applicable laws. The 2016 CEO Share Allocation Plan provides that in no event may an award be granted pursuant to the 2016 CEO Share Allocation Plan (including Conditional Awards) before we enter into the Contribution Agreement with Mr. Lindblad and after ten years from the date our Board of Directors adopted the 2016 CEO Share Allocation.
Forfeiture and Claw-backs. All awards (including any proceeds, gains or other economic benefit obtained in connection with any award) made under the 2016 CEO Share Allocation Plan are subject to any claw-back policy implemented by the Company, including any claw-back policy adopted to comply with the requirements of applicable law (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or award agreement.
United States Federal Income Tax Consequences
The following summary is based on an analysis of the Internal Revenue Code as currently in effect, existing laws, judicial decisions, administrative rulings, regulations, and proposed regulations, all of which are subject to change. Moreover, the following is only a summary of United States federal income tax consequences. Actual tax consequences to participants may be either more or less favorable than those described below depending on the participants’ particular circumstances.
Restricted Stock. If the restrictions on an award of shares of restricted stock are of a nature that the shares are both subject to a substantial risk of forfeiture and are not freely transferable (within the meaning of Section 83 of the Internal Revenue Code), the participant will not recognize income for United States federal income tax purposes at the time of the award unless the participant affirmatively elects to include the fair market value of the shares of restricted stock on the date of the award, less any amount paid for the shares, in gross income for the year of the award pursuant to Section 83(b) of the Internal Revenue Code. In the absence of this election, the participant will be required to include in income for United States federal income tax purposes on the date the shares either become freely transferable or are no longer subject to a substantial risk of forfeiture (within the meaning of Section 83 of the Internal Revenue Code), the fair market value of the shares of restricted stock on such date, less any amount paid for the shares. The employer will be entitled to a deduction at the time of income recognition to the participant in an amount equal to the amount the participant is required to include in income with respect to the shares, subject to the deduction limitations described below. If a Section 83(b) election is made within 30 days after the date the restricted stock is received, the participant will recognize ordinary income at the time of the receipt of the restricted stock, and the employer will be entitled to a corresponding deduction, equal to the fair market value of the shares at the time, less the amount paid, if any, by the participant for the restricted stock. If a Section 83(b) election is made, no additional income will be recognized by the participant upon the lapse of restrictions on the restricted stock, but, if the restricted stock is subsequently forfeited, the participant may not deduct the income that was recognized pursuant to the Section 83(b) election at the time of the receipt of the restricted stock.
Dividends paid to a participant holding restricted stock before the expiration of the restriction period will be additional compensation taxable as ordinary income to the participant subject to withholding, unless the participant made an election under Section 83(b). Subject to the deduction limitations described below, the employer generally
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will be entitled to a corresponding tax deduction equal to the dividends includible in the participant’s income as compensation. If the participant has made a Section 83(b) election, the dividends will be dividend income, rather than additional compensation, to the participant.
If the restrictions on an award of restricted stock are not of a nature that the shares are both subject to a substantial risk of forfeiture and not freely transferable, within the meaning of Section 83 of the Internal Revenue Code, the participant will recognize ordinary income for United States federal income tax purposes at the time of the transfer of the shares in an amount equal to the fair market value of the shares of restricted stock on the date of the transfer, less any amount paid therefore. The employer will be entitled to a deduction at that time in an amount equal to the amount the participant is required to include in income with respect to the shares, subject to the deduction limitations described below.
Restricted Stock Units. There will be no United States federal income tax consequences to either the participant or the employer upon the grant of restricted stock units. Generally, the participant will recognize ordinary income subject to withholding upon the receipt of cash and/or transfer of shares of common stock in payment of the restricted stock units in an amount equal to the aggregate of the cash received and the fair market value of the common stock so transferred. Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.
Generally, a participant will recognize ordinary income subject to withholding upon the payment of any dividend equivalents paid with respect to an award in an amount equal to the cash the participant receives. Subject to the deduction limitations described below, the employer generally will be entitled to a corresponding tax deduction equal to the amount includible in the participant’s income.
Excess Parachute Payments. Section 280G of the Internal Revenue Code limits the deduction that the employer may take for otherwise deductible compensation payable to certain individuals if the compensation constitutes an “excess parachute payment.” Excess parachute payments arise from payments made to disqualified individuals that are in the nature of compensation and are contingent on changes in ownership or control of the employer or certain affiliates. Accelerated vesting or payment of awards under the 2016 CEO Share Allocation Plan upon a change in ownership or control of the employer or its affiliates could result in excess parachute payments. In addition to the deduction limitation applicable to the employer, a disqualified individual receiving an excess parachute payment is subject to a 20% excise tax on the amount thereof.
Application of Section 409A of the Internal Revenue Code. Section 409A of the Internal Revenue Code imposes an additional 20% tax and interest on an individual receiving non-qualified deferred compensation under a plan that fails to satisfy certain requirements. For purposes of Section 409A, “non-qualified deferred compensation” includes equity-based incentive programs, including some stock options, stock appreciation rights and restricted stock unit programs. Generally speaking, Section 409A does not apply to incentive stock options, non-discounted non-qualified stock options and appreciation rights if no deferral is provided beyond exercise, or restricted stock.
The awards made pursuant to the 2016 CEO Share Allocation Plan are expected to be designed in a manner intended to comply with the requirements of Section 409A of the Internal Revenue Code to the extent the awards granted under the 2016 CEO Share Allocation Plan are not exempt from coverage. However, if the 2016 CEO Share Allocation Plan fails to comply with Section 409A in operation, a participant could be subject to the additional taxes and interest.
State and local tax consequences may in some cases differ from the federal tax consequences. The foregoing summary of the United States federal income tax consequences in respect of the 2016 CEO Share Allocation Plan is for general information only. Interested parties should consult their own advisors as to specific tax consequences of their awards.
The 2016 CEO Share Allocation Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended, and is not intended to be qualified under Section 401(a) of the Internal Revenue Code.
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New Plan Benefits
Except with respect to the Conditional Awards, the benefits or amounts that may be received or allocated to participants under the 2016 CEO Share Allocation Plan will be determined at the discretion of the Administrator and are not currently determinable. The following table shows the benefits and amounts that will be received by each of the individuals and groups identified below with respect to the Conditional Awards if the 2016 CEO Share Allocation Plan is approved by stockholders:
NEW PLAN BENEFITS
2016 CEO Share Allocation Plan
Name and Position |
| Dollar Value |
| Number of Shares | |||
Named Executive Officers: |
|
|
|
|
|
|
|
| $ | — |
|
| — |
| |
| $ | — |
|
| — |
| |
| $ | — |
|
| — |
| |
| $ | — |
|
| — |
| |
| $ | — |
|
| — |
| |
| $ | — |
|
| — |
| |
| $ | — |
|
| — |
| |
All Current Executive Officers as a Group (6 persons): |
| $ | — |
|
| — |
|
All Current Non‒Executive Directors as a Group (7 persons including |
| $ | — |
|
| — |
|
All Non-Executive Officer Employees as a Group: |
| $ | 10,050,000 | (1) |
| 1,000,000 | (2) |
____________
(1) The amount shown is based on a per share price of $10.05, which was the closing price of our common stock on the New York Stock Exchange on April 6, 2016.
(2) The amount shown assumes that Conditional Awards are granted prior to the date of the annual meeting with respect to the maximum number of shares available under the 2016 CEO Share Allocation Plan. In the event that not all of these shares are granted or if any portion of these awards is forfeited by the initial award recipient, such shares would remain or become again available for issuance under the plan and under the terms of the plan, may be granted to executive officers or non-executive directors, although no such grants to those groups is currently expected.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information on our equity compensation plans as of December 31, 2015.
Plan category |
| Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
| Weighted average exercise price of outstanding options, warrants and rights |
| Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||
Equity compensation plans approved by security holders |
| 2,849,071 |
| $ | 2.69 |
| 2,200,000 |
|
Equity compensation plans not approved by security holders |
| — |
|
| — |
| — |
|
Total(1) |
| 2,849,071 |
| $ | 2.69 |
| 2,200,000 | (2) |
____________
(1) Information is as of December 31, 2015.
(2) Consists of shares available for issuance under our 2015 Long-Term Incentive Plan.
37
Recommendation and Vote Required
If this Proposal 4 is not approved by our stockholders, neither the 2016 CEO Share Allocation Plan nor the Contribution Agreement will become effective, and Mr. Lindblad will not transfer the Contribution Shares to the Company. In addition, the Conditional Awards that were previously granted under the 2016 CEO Share Allocation plan, subject to stockholder approval, will be forfeited by the participants and will terminate. This Proposal 4 is not intended to have any impact on our 2015 Long-Term Incentive Plan. Therefore, regardless of whether this Proposal 4 is approved by our stockholders, the 2015 Long-Term Incentive Plan will remain in full force and effect and we will continue to grant awards thereunder until its share reserve is exhausted.
In addition to the requirement that our stockholders approve the 2016 CEO Share Allocation Plan, in no event will any shares be issued under the 2016 CEO Share Allocation Plan (including any Conditional Awards) unless we enter into the Contribution Agreement with Mr. Lindblad, such that for every share corresponding to an award granted under the 2016 CEO Share Allocation Plan, we will receive a contribution of one share from Mr. Lindblad for no additional consideration.
Approval of the 2016 CEO Share Allocation Plan will require the affirmative vote of the holders of a majority of the outstanding shares of the Company’s common stock represented in person or by proxy at the meeting and entitled to vote thereon.
Our Board of Directors recommends a vote FOR the approval of the 2016 CEOShare Allocation Plan Proposal.
38
|
| 2015 |
| 2014 | ||
Audit fees(1) |
| $ | 435,000 |
| $ | 48,960 |
Audit-related fees(2) |
| $ | 86,005 |
| $ | — |
Tax fees |
| $ | — |
| $ | — |
All other fees |
| $ | — |
| $ | — |
____________
2021:
| | | 2022 | | | 2021(4) | | ||||||
Audit fees(1) | | | | $ | 750,000 | | | | | $ | 735,499 | | |
Audit-related fees | | | | $ | — | | | | | $ | — | | |
Prior auditor consent(2) | | | | $ | 66,950 | | | | | $ | — | | |
Tax fees | | | | $ | — | | | | | $ | — | | |
All other fees(3) | | | | $ | — | | | | | $ | 5,300 | | |
(2) Audit-related fees consist of professional services in connection with our merger with Lindblad.
auditors, Marcum LLP.
39
reporting process.
40
Catherine B. Reynolds
41
ANNEX A
2016 CEO SHARE ALLOCATION PLAN
1.Purpose that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held virtually at 10:00 AM EDT on June 1, 2023, and Background.
The Plan’s purpose is to enhance the ability of the Company and its Subsidiaries to attract, retain and motivate persons who make (or are expected to make) important contributions to the Companyany adjournment or its Subsidiaries by providing these individuals with equity ownership or other equity-based incentive opportunities. Capitalized terms usedpostponement thereof.This proxy, when properly executed, will be voted in the Plan are defined in Section 9. The Plan was initially adopted by the Board in connection with a Contribution Agreement (the “Contribution Agreement”) entered into or expected to be entered into between the Company and Sven-Olof Lindblad (“Lindblad”) pursuant to which the Company and Lindblad agreed or will agree that, subject to the approval ofmanner directed herein. If no such direction is made, this Plan by the Company’s stockholders, Lindblad will transfer 1,000,000 Shares (the “Contributed Shares”) to the Company as a contribution to the capital of the Company as and when a corresponding number of Shares or other Awards are granted to Participants under this Plan.
2.Eligibility.
Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.
3.Administration and Delegation.
(a) Administration. The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion andproxy will be final and binding on all persons having or claiming any interest in the Plan or any Award.
(b) Appointment of Committees. To the extent Applicable Laws permit, the Administrator or the Board may delegate any or all of its powers under the Plan to one or more Committees. The Administrator or the Board may abolish any such Committee or re-vest in itself any previously delegated authority at any time.
4.Stock Available for Awards.
(a) Number of Shares. Subject to adjustment under Section 6 and the terms of this Section 4, the Company will grant Awards covering a number of Shares equal to the Overall Share Limit. Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares and represent an amount that is intended to be equivalent to the Contributed Shares.
(b) Share Recycling. If all or any part of an Award expires, lapses or is terminated, surrendered, or forfeited, the unused Shares covered by the Award will be available to be reissued by the Company under the Plan, provided, however, that any Shares that are tendered to the Company or withheld to satisfy any applicable withholding taxes will not be available for reissuance pursuant to this Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not count against the Overall Share Limit.
5.Restricted Stock; Restricted Stock Units; Other Stock or Cash Based Awards.
(a) General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in
Annex A-1
the Award Agreement the terms and conditions for each Restricted Stock and Restricted Stock Unit Award, subject to the conditions and limitations contained in the Plan.
(b) Restricted Stock.
(i) Dividends. Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. In addition, with respect to a share of Restricted Stock with performance-based vesting, dividends which are paid prior to vesting shall only be paid out to the Participant to the extent that the performance-based vesting conditions are subsequently satisfied and the share of Restricted Stock vests.
(ii) Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates issued in respect of shares of Restricted Stock, together with a stock power endorsed in blank.
(c) Restricted Stock Units.
(i) Settlement. The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a manner intended to comply with Section 409A.
(ii) Stockholder Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless and until the Shares are delivered in settlement of the Restricted Stock Unit.
(iii) Dividend Equivalents. If the Administrator provides, a grant of Restricted Stock Units may provide a Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement. In addition, Dividend Equivalents with respect to an Award with performance-based vesting that are based on dividends paid prior to the vesting of such Award shall only be paid out to the Participant to the extent that the performance-based vesting conditions are subsequently satisfied and the Award vests.
(d) Other Stock or Cash Based Awards. Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future and including cash bonus awards (including annual or other periodic or long-term cash bonus awards), in each case subject to any conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be available as a payment form in the settlement of other Awards or as standalone payments. Other Stock or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Stock or Cash Based Award, including any purchase price, performance goal, transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.
6.Adjustments for Changes in Common Stock and Certain Other Events.
(a) Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Section 6, the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award, granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 6(a) will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.
Annex A-2
(b) Corporate Transactions. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reorganization, merger, consolidation, combination, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in Applicable Laws or accounting principles:
(i) To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero, then the Award may be terminated without payment;
(ii) To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;
(iii) To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares, as determined by the Administrator;
(iv) To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Section 4 hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of, and the criteria included in, outstanding Awards;
(v) To replace such Award with other rights or property selected by the Administrator; and/or
(vi) To provide that the Award will terminate and cannot vest or become payable after the applicable event.
(c) General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 6(a) above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Section 6.
Annex A-3
7.General Provisions Applicable to Awards.
(a) Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.
(b) Documentation. Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain terms and conditions in addition to those set forth in the Plan.
(c) Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.
(d) Termination of Status. The Administrator will determine how the disability, death, retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable.
(e) Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability. Except as the Company otherwise determines, all such payments will be made in cash or by check made payable to the order of the Company. The Company or any Subsidiary may, to the extent Applicable Laws permit, deduct an amount sufficient to satisfy such tax obligations based on the minimum statutory withholding rates from any payment of any kind otherwise due to a Participant. Notwithstanding the foregoing, Participants may satisfy such tax obligations (i) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their fair market value, and (ii) if there is a public market for Shares at the time the tax obligations are satisfied (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at such time as may be required by the Administrator. If any tax withholding obligation will be satisfied under clause (i) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.
(f) Amendment of Award. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type and changing the settlement date. The Participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted under Section 6 or pursuant to Section 8(f).
(g) Conditions on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which
Annex A-4
the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.
(h) Acceleration. The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.
8.Miscellaneous.
(a) No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company or any Subsidiary. The Company and its Subsidiaries expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement.
(b) No Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on stock certificates issued under the Plan or stop-transfer orders that the Administrator deems necessary or appropriate to comply with Applicable Laws.
(c) Effective Date and Term of Plan. The Plan will become effective on the date it is adopted by the Board (the “Effective Date”), subject to approval of the Company’s stockholders and subject to the execution of the Contribution Agreement by the Company and Lindblad (the “Execution Date”). No Award may be granted under the Plan before the Execution Date or after ten years from the earlier of (i) the Effective Date or (ii) the date the Company’s stockholders approved the Plan, but Awards previously granted may extend beyond that datevoted in accordance with the Plan. IfBoard of Directors’ recommendations.CONTINUED AND TO BE MARKED, DATED AND SIGNED ON THE OTHER SIDEPLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.All shareholders who wish to attend the PlanVirtual Meeting, must register at: www.viewproxy.com/lindblad/2023/htype.aspThe deadline for registration is not approved byMay 29, 2023 at 11:59 PM (EDT).Important Notice Regarding the Company’s stockholders within 12 months afterAvailability of Proxy Materials for the Effective Date, it will not become effective and any Awards previously granted under the Plan shall be cancelled without consideration or payment therefor. In no event will any Shares be issued to any Participant pursuant to an Award under the Plan unless and until the Plan has been approved by the Company’s stockholders.
(d) AmendmentAnnual Meeting of Plan. The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s consent. Awards outstanding at the time of any Plan suspension or termination will continueStockholders to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination.held June 1, 2023. The Board will obtain stockholder approval of any Plan amendmentProxy Statementand our 2022 Annual Report to the extent necessary to comply with Applicable Laws.
(e) Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants whoStockholders are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.
(f) Section 409A.
(i) General. available at: http://www.viewproxy.com/lindblad/2023
Annex A-5
avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.
(ii) Separation from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.”
(iii) Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.
(g) Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.
(h) Lock-Up Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities during a period of up to one hundred eighty days following the effective date of a Company registration statement filed under the Securities Act, or such longer period as determined by the underwriter.
(i) Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this paragraph by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s
Annex A-6
participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 8(i) in writing, without cost, by contacting the local human resources representative. The Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents in this Section 8(i). For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.
(j) Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.
(k) Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such Award Agreement or other written document that a specific provision of the Plan will not apply.
(l) Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.
(m) Claw-back Provisions. All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company claw-back policy, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.
(n) Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text, rather than such titles or headings, will control.
(o) Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.
(p) Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.
(q) Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 7(e): (a) any Shares to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.
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9.Definitions.As used in the Plan, the following words and phrases will have the following meanings:
(a) “Administrator” means the Committee. To the extent the Administrator is not the Board, the Board hereby delegates all power and authority necessary to carry out the intent and provisions of this Plan, subject only to such limitations on delegation of authority as may apply under Applicable Laws.
(b) “Applicable Accounting Standards” means the U.S. Generally Accepted Accounting Principles, International Financial Reporting Standards or other accounting principles or standards applicable to the Company’s financial statements under U.S. federal securities laws.
(c) “Applicable Laws” means the requirements relating to the administration of incentive plans under U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where Awards are granted.
(d) “Award” means, individually or collectively, a grant under the Plan of Restricted Stock, Restricted Stock Units or Other Stock or Cash Based Awards.
(e) “Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.
(f) “Board” means the Board of Directors recommends you vote FOR the following: Please mark your votes like this ☒The Board of Directors recommends you vote FOR proposals 2 and 3.FORAGAINST ABSTAIN 1.Election of Class B DirectorsNominees:01 L. Dyson Dryden 02 John M. Fahey03 Catherine B. Reynolds FOR ALL☐ WITHHOLD ALL☐ FOR ALL EXCEPT☐ 2.The approval, on an advisory basis, of the Company.
(g) “Change in Control” means and includes each2022 compensation of our named executive officers.3.The ratification of the following:
(i) A transaction or seriesappointment of transactions (other than an offering of Common StockErnst & Young LLP as our independent registered ☐☐☐ INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark, “For All Except” and write the general public through a registration statement filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (a) and (b) of subsection (iii) below) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2)number(s) of the Exchange Act) (other thannominee(s) on the Company,line below. certified public accounting firm for fiscal 2023.NOTE: The transaction of any of its Subsidiaries, an employee benefit plan maintained byother business as may properly come before the Companymeeting or any of its Subsidiariesadjournment or a “person” that, prior to such transaction, directly postponement thereof.I plan on attending the meeting Date: Signature Address Change/Comments: (If you noted any Address Changes and/or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or
(ii) During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other than a Director designated by a person who shall have entered intoComments above, please mark box.) ☐ Signature (if held jointly)NOTE: Please sign as your name(s) appear(s) hereon. When shares are held jointly, each holder should sign. When signing as an agreement with the Company to effect a transaction described in subsections (i) or (iii)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or
(iii) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination (other than the Merger) or (y) a saleexecutor, administrator, attorney, or other disposition of allfiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation, please sign full corporate name or substantially all of the Company’s assets in any single transactionpartnership name by authorized officer.VIRTUAL CONTROL NUMBER PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED.VIRTUAL CONTROL NUMBERPROXY VOTING INSTRUCTIONSPlease have your 11-digit control number ready when voting by Internet or series of related transactionsTelephone, or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:
a. which results in the Company’swhen voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and
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b. after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity;provided,however, that no person or group shall be treated for purposes of this clause (b) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.
Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (i), (ii) or (iii) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).
The Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.
(h) “Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.
(i) “Committee” means the Board or one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to the extent Applicable Laws permit, provided that, except with respect to awards that are granted to a Participant who is or may be subject to the provisions of Rule 16b-3, during the period of time that Lindblad serves as a Company Director, “Committee” means a committee of the Board that consists of a single Director, who shall be Lindblad. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.
(j) “Common Stock” means the common stock of the Company.
(k) “Company” means Lindblad Expeditions Holdings, Inc., a Delaware corporation, or any successor.
(l) “Consultant” means any person, including any adviser, engaged by the Company or its Subsidiary to render services to such entity if the consultant or adviser: (i) rendersbona fide services to the Company; (ii) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) is a natural person.
(m) “Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.
(n) “Director” means a Board member.
(o) “Disability” means a permanent and total disability under Section 22(e)(3) of the Code, as amended.
(p) “Dividend Equivalents” means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) of dividends paid on Shares.
(q) “Employee” means any employee of the Company or its Subsidiaries.
(r) “Equity Restructuring” means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the share price of Common
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Stock (or other Company securities) and causes a change in the per share value of the Common Stock underlying outstanding Awards.
(s) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(t) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) without an established market for the Common Stock, the Administrator will determine the Fair Market Value in its discretion.
(u) “Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards, which may be, but shall not be required to be, valued wholly or partially by referring to, or are otherwise based on, Shares or other property.
(v) “Overall Share Limit” means 1,000,000 Shares.
(w) “Participant” means a Service Provider who has been granted an Award.
(x) “Plan” means this 2016 CEO Share Allocation Plan.
(y) “Restricted Stock” means Shares awarded to a Participant under Section 5 subject to certain vesting conditions and other restrictions.
(z) “Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.
(aa) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.
(bb) “Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.
(cc) “Securities Act” means the Securities Act of 1933, as amended.
(dd) “Service Provider” means an Employee or Consultant.
(ee) “Shares” means shares of Common Stock.
(ff) “Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
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