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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
Washington, D.C. 20549

_________________

SCHEDULE 14A
(RULE 14a-101)

_________________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934

Filed by the Registrantx

☒

Filed by a Party other than the Registrant¨

☐

Check the appropriate box:

¨

Preliminary Proxy Statement

¨

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x

Definitive Proxy Statement

¨

Definitive Additional Materials

¨

Soliciting Material Pursuant to §240.14a-12

☐
Preliminary Proxy Statement
​
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
​
☒
Definitive Proxy Statement
​
☐
Definitive Additional Materials
​
☐
Soliciting Material Pursuant to §240.14a-12
​
Lindblad Expeditions Holdings, Inc.

​
(Name of Registrant as Specified in itsIn Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

​
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

x

No 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:

☒

_________________

No fee required
​
☐
Fee paid previously with preliminary materials.
​
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
​
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[MISSING IMAGE: lg_lindbladexp-4clr.jpg]
NOTICE OF 20162023 ANNUAL MEETING OF STOCKHOLDERS

_________________

​
The 20162023 Annual Meeting of Stockholders of Lindblad Expeditions Holdings, Inc. (the “Annual Meeting”) will be held at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022,virtually on Thursday June 2, 2016, beginning1, 2023 at 10:00 A.M. local time.AM EDT. To afford all stockholders the ability to participate, the annual meeting will be a completely virtual meeting of stockholders, which will be conducted solely online via live webcast. You will be able to participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.viewproxy.com/lindblad/2023/htype.asp. You must enter the control number found on your proxy card, voting instruction form or notice you previously received. There is no physical location for the Annual Meeting. At the meeting, the holders of our outstanding common stock and Series A Redeemable Convertible Preferred Stock will act on the following matters:

(1)
The election of Paul J. BrownL. Dyson Dryden, John M. Fahey and Bernard W. Aronson,Catherine Reynolds, the twothree nominees named in the attached proxy statement, as Class AB Directors to serve terms expiring at the annual meeting of stockholders to be held in 20192026 and, in each instance, until their successors have been elected and qualified;

​
(2)
The approval, on an advisory basis, of the 20152022 compensation of our named executive officers;

​
(3)
The ratification of the appointment of MarcumErnst & Young LLP as our independent registered certified public accounting firm for fiscal 2016;

year 2023; and

​
(4)     The approval of the 2016 CEO Share Allocation Plan; and

(5)     

The transaction of any other business as may properly come before the meeting or any adjournment or postponement thereof.

​
Stockholders of record at the close of business on April 6, 20165, 2023 are entitled to notice of and to vote at the annual meeting and any postponements or adjournments thereof.

We hope you will be able to attend the meeting virtually, but in any event, we would appreciate your submitting your proxy as promptly as possible. You may vote via the Internet, or by telephone or the internet as instructed onin the Notice of Internet Availability of Proxy Materials or as instructed onand in the accompanying proxy. If you received or requested a copy of the proxy card by mail, or by e-mail, you may also submit your vote by mail. We encourage you to vote viaby telephone or the Internet or by telephone.internet. These methods are convenient and save the Company significant postage and processing charges. If you attend the meeting, you may revoke your proxy and vote in person.

By Order of the Board of Directors,

/s/ Mark D. Ein

Mark D. Ein

Chairman of the Board

By Order of the Board of Directors,
/s/ Mark D. Ein
​
Mark D. Ein
Co-Chairperson of the Board
Dated: April 15, 2016

17, 2023


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TABLE OF CONTENTS

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ABOUT THE ANNUAL MEETING

​

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​​1

​​

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PRINCIPAL STOCKHOLDERS

​		​​​6​​

PRINCIPAL STOCKHOLDERS

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DELINQUENT SECTION 16(a) REPORTS

5

​		​​​8​​

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

7

PROPOSAL NO. 1 ELECTION OF DIRECTORS

​

8

​		​​9​​

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CORPORATE GOVERNANCE

​		​​​14​​

CORPORATE GOVERNANCE

​

EXECUTIVE OFFICERS

11

​		​​​20​​

​

EXECUTIVE COMPENSATION

​		​​​21​​

EXECUTIVE OFFICERS

​

15

EXECUTIVE COMPENSATION

17

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

​

27

​		​​41​​

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PROPOSAL NO. 2 ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION

​

30

​		​​42​​

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PROPOSAL NO. 3 THE RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S
INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR FISCAL
YEAR 2016

2023

​

31

​		​​43​​

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PROPOSAL NO. 4 2016 CEO SHARE ALLOCATION PLAN

32

INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FEES AND SERVICES

​

39

​		​​44​​

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AUDIT COMMITTEE REPORT

​

40

​		​​45​​

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STOCKHOLDER PROPOSALS FOR THE 2017 MEETING

41

OTHER MATTERS

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41

​		​​46​​

i


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[MISSING IMAGE: lg_lindbladexp-4clr.jpg]
Lindblad Expeditions Holdings, Inc.

96 Morton Street, 9th9th Floor

New York, NY 10014

2016

2023 ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 2, 2016

_________________

1, 2023

​
PROXY STATEMENT

_________________

​
The Board of Directors of Lindblad Expeditions Holdings, Inc. (the “Company,” “Lindblad,” “we,” “us,” “our,” and “ours”) is soliciting proxies from its stockholders to be used at the 20162023 Annual Meeting of Stockholders to be held at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022virtually on Thursday, June 2, 2016, beginning1, 2023 at 10:00 A.M. local time,AM EDT. To afford all stockholders the ability to participate, the Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted solely online via live webcast. You will be able to participate in the Annual Meeting online, vote your shares electronically and at any postponementssubmit your questions prior to and during the meeting by visiting: www.viewproxy.com/lindblad/2023/htype.asp. You must enter the control number found on your proxy card, voting instruction form or adjournments thereof.notice you previously received. There is no physical location for the Annual Meeting. This proxy statement contains information related to the annual meeting.

Annual Meeting.

NOTICE OF ELECTRONICINTERNET AVAILABILITY OF PROXY MATERIALS

On or about April 15, 2016,17, 2023, we mailed to our stockholders who have not previously requested to receive these materials by mail or e-mail a Notice of Internet Availability of Proxy Materials containingMaterials. The notice contains instructions on how to access this proxy statement and our annual report online and vote online. The notice instructs you as to how you may access and review all of the important information contained in the proxy materials. The notice also instructs you as to how you may submit your proxy on the Internetinternet or by telephone. If you received thethis notice by mail, you will not automatically receive a printed copy of our proxy materials or annual report unless you follow the instructions therein for requesting these materials included in the notice.

materials.

ABOUT THE ANNUAL MEETING

Why did I receive these materials?

Our Board of Directors is soliciting proxies for the 2016 Annual Meeting of Stockholders.Meeting. You are receiving a proxy statement because you owned shares of our common stock and/or Series A Redeemable Convertible Preferred Stock (the “Series A Preferred Stock”) on April 6, 20165, 2023 and that entitles you to vote at the meeting. By use of a proxy, you can vote whether or not you attend the meeting.meeting virtually. This proxy statement describes the matters on which we would like you to vote and provides information on those matters so that you can make an informed decision.

What information is contained in this proxy statement?

The information in this

This proxy statement relatesincludes information related to the proposals to be voted on at the annual meeting,Annual Meeting, the voting process, our Board of Directors, the compensation of directors and executive officers and other information that the Securities and Exchange Commission requires us to provide annually to our stockholders.


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Who is entitled to vote at the meeting?

Holders of common stock and Series A Preferred Stock as of the close of business on the record date, April 6, 2016,5, 2023, will receive notice of, and be eligible to vote at, the annual meetingAnnual Meeting and at any adjournment or postponement of the annual meeting.thereof. At the close of business on the record date, we had outstanding and entitled to vote 45,505,22853,187,249 shares of common stock.

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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.

How many votes do I have?

Each outstanding share

Holders of our Series A Preferred Stock will vote on an as-converted basis together with holders of our common stock you owned as a single class in connection with each of the record date will beproposals in this proxy statement. Each share of common stock is entitled to one vote foron all matters to be voted upon at the meeting and each matter consideredshare of Series A Preferred Stock is entitled to approximately 122 votes on all matters to be voted upon at the meeting. There is no cumulative voting.

Who can attend the meeting?

Only persons with evidence of stock ownership as ofmeeting virtually?

To afford all stockholders the record date or who are invited guests of the Company, as determined by our Board of Directors or our executive officers, may attend andability to participate, this year’s Annual Meeting will be admitted to the annuala completely virtual meeting of the stockholders. Stockholders with evidence of stock ownership as of the record date maystockholders, which will be accompanied by one guest. Photo identification mayconducted solely online via live webcast. You will be required (a valid driver’s license, state identification or passport). If a stockholder’s shares are registeredable to participate in the name of a broker, trust, bank or other nominee, the stockholder must bring a proxy or a letter from that broker, trust, bank or other nominee or their most recent brokerage account statement that confirms that the stockholder was a beneficial owner of ourAnnual Meeting online, vote your shares of stock as of the record date. Since seating is limited, admissionelectronically and submit your questions prior to and during the meeting will beby visiting: www.viewproxy.com/lindblad/2023/htype.asp. You must enter the control number found on a first-come, first-served basis.

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.

What constitutes a quorum?

The presence at the meeting, in personvirtually or by proxy, of the holders of a majority of all the outstanding shares of common stock entitled to vote (counting our Series A Preferred Stock on an as-converted basis, representing an aggregate of 7,620,543 shares of common stock for such purposes) constitutes a quorum, permitting the conduct of business at the meeting. Proxies received but marked as abstentions or broker non-votes, if any, will be included in the calculation of the number of votes considered to be present at the meeting for purposes of a quorum.

How do I vote?

vote if I am a stockholder of record?

If you are a holderstockholder of record (that is, you own your shares are registered in your own name with our transfer agent)agent and not through a broker, bank or other nominee that holds shares for your account in a “street name” capacity), you can vote either in person at the annualvia a virtual meeting or by proxy. You van vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.viewproxy.com/lindblad/2023/htype.asp. You must enter the control number found on your proxy without attending the annual meeting.card, voting instruction form or notice you previously received. We urge you to vote by proxy even if you plan to attend the annual meetingAnnual Meeting virtually so that we will know as soon as possible that enough votes will be present for us to hold the meeting. If you attend the meeting in person,virtually, you may vote at the meeting and your proxy will not be counted. Our Board of Directors has designated Sven-Olof LindbladDolf Berle and Ian T. Rogers,Craig I. Felenstein, and each or any of them or their designees, as proxies to vote the shares of common stock solicited on its behalf. You can vote by proxy by any of the following methods.

Voting by Telephone or Through the Internet.Internet.   If you are a registered stockholder (that is, if you own shares in your own name and not through a broker, bank or other nominee that holds shares for your account in a “street name” capacity),of record, you may vote by proxy by using either the telephone or Internet methods of voting.internet. Proxies submitted by telephone or through the Internetinternet must be received by 11:59 p.m., eastern daylight time, EDT on June 1, 2016.May 31, 2023. Please see the Notice of Internet Availability of Proxy Materials or proxy card for instructions on how to access thevote by telephone and Internet voting systems.

or internet.

Voting by Proxy Card.Card.   Each stockholder electing to receive stockholder materials by mail may vote by proxy by using the accompanying proxy card. When you return a proxy card that is properly signed and completed, the shares represented by your proxy will be voted as you specify on the proxy card.


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How do I vote if I hold my shares in “street name”?
If you hold your shares in “street name,” we have supplied copies of our proxy materials for the 2016 Annual Meeting of Stockholders to the broker, trust, bank or other nominee holding your shares of record and they have the responsibility to send these proxy materials to you. You must either direct the broker, trust, bank broker or other nominee as to how to vote your shares, or obtain a proxy from the bank, broker or other nominee to vote at the meeting. Please refer to the voter instruction cards used by your broker, trust, bank broker or other nominee for specific instructions on methods of voting, including by telephone or using the 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.

Can I change my vote?

Yes. If you are a stockholder of record, you may revoke or change your vote at any time before the proxy is exercised by filing a notice of revocation with the Secretary of the Company or mailing a proxy bearing a later date, submitting your proxy again by telephone or over the Internetinternet or by attending the annual meetingAnnual Meeting virtually and voting in person. For shares you hold beneficially in “street name,” you may change your vote by submitting new voting instructions to your broker, trust, bank or other nominee or, if you have obtained a legal proxy from your broker, trust, bank or other nominee giving you the right to vote your shares, by attending the meeting and voting in person. In either case, the powers of the proxy holders will be suspended if you attend the meeting in person and so request, although attendance at the meeting will not by itself revoke a previously granted proxy.

How is the Company soliciting this proxy?

We are soliciting this proxy on behalf of our Board of Directors and will pay all expenses associated with this solicitation. In addition to mailing these proxy materials, certain of our officers and other employees may, without compensation other than their regular compensation, solicit proxies through further mailing or personal conversations, or by telephone, facsimile or other electronic means. We will also, upon request, reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their reasonable out-of-pocket expenses for forwarding proxy materials to the beneficial owners of our stock and to obtain proxies.

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.

What vote is required to approve each item?

The two

Directors are elected by plurality vote and there is no cumulative voting. Accordingly, the director nominees receiving the highest vote totals of the eligible shares of our common stock (including the Series A Preferred Stock on an as-converted basis) that are present, in personvirtually or by proxy, and entitled to vote at the meeting will be elected as our directors. The approval of the advisory resolution on executive compensation and the ratification of the appointment of MarcumErnst & Young LLP and the approval of the 2016 CEO Share Allocation Plan require the affirmative vote of the majority of the votes present, in personvirtually or by proxy, and entitled to vote at the meeting.

How are votes counted?

With regard to the election of directors, votesyou may be cast in favorvote “FOR” or withheld“WITHHOLD,” and votes that are withheld will be excluded entirely from the vote and will have no effect. You may not cumulate your votes for the election of directors.

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.

If you hold your shares in “street name,” we have supplied copies of our proxy materials for our 2016 Annual Meeting of Stockholders to the broker, trust, bank or other nominee holding your shares of record and they have the responsibility to send these proxy materials to you. Your broker, trust, bank or other nominee that has not received voting instructions from you may not vote on any proposal other than the appointment of MarcumErnst & Young LLP. These so-called “broker non-votes” will be included in the calculation of the number of votes considered to be present at the meeting for purposes of determining a quorum, but will not be considered in determining the number of votes necessary for approval of any of the proposals and will have no

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effect on the outcome of any of the proposals. Your broker, bank or other nominee is permitted to vote your shares on the appointment of MarcumErnst & Young LLP as our independent auditor without receiving voting instructions from you.

Other than the items in the proxy statement, what other items of business will be addressed at the Annual Meeting?
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 proxy’s discretionary authority to vote the shares represented by such proxy on any such other matter in accordance with their best judgment.
What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement, proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote your shares applicable to each proxy card and voting instruction card that you receive.

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If I previously signed up to receive stockholder materials including proxy statements and annual reports, by mail and wish to access these materials via the Internetinternet or via electronic delivery in the future, what should I do?

If you have previously signed up to receive stockholder materials, including proxy statements and annual reports, by mail, you may choose to receive these materials by accessing the Internetinternet or via electronic delivery in the future. You can help us achieve a substantial reduction in our printing and mailing costs by choosing to receive stockholder materials by means other than the mail. If you choose to receive your proxy materials by accessing the Internet,internet, then before next year’s annual meeting, you will receive a Notice of Internet Availability of Proxy Materials when the proxy materials and annual report are available over the Internet.internet. If you choose instead to receive your proxy materials via electronic delivery, you will receive an email containing the proxy materials.

If your shares are registered in your own name (instead of through a broker or other nominee), sign up to receive proxy materials in the future by accessing the Internetinternet or via electronic delivery by visiting the following website:www.proxyvote.comhttp://www.viewproxy.com/Lindblad/2023.

Your election to receive your proxy materials by accessing the Internetinternet or by electronic delivery will remain in effect for all future stockholder meetings unless you revoke it before the meeting by following the instructions on the Notice of Internet Availability of Proxy Materials or by calling or sending a written request addressed to:

Lindblad Expeditions Holdings, Inc.

96 Morton Street, 9th9th Floor

New York, NY 10014

Attn: Thomas Diverio
Tom Naiman
(212) 261-9000

If you hold your shares in an account at a brokerage firm or bank participating in a “street name” program, you can sign up for electronic delivery of proxy materials in the future by contacting your broker.

How can I obtain paper copies of the proxy materials, 10-K and other financial information?

Stockholders can access our 20162023 proxy statement, our annual reportAnnual Report on Form 10-K and our other filings with the Securities and Exchange Commission as well as our corporate governance and other related information on the investor relations page of our website atwww.expeditions.cominvestors.expeditions.com.


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The Securities and Exchange Commission’s rules permit us to deliver a single Notice of Internet Availability of Proxy Materials or single set of annual meeting materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings.savings to the Company. To take advantage of this opportunity, we have delivered only one notice, proxy statement and annual report to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Noticenotice or annual meeting materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future Notices,notices, proxy statements and annual reports for your household, or wish to receive a separate copy for each stockholder, please write to Thomas Diverio at ourthe address set forth above.

If you previously elected to receive our stockholder materials via the Internet or via electronic delivery,internet, you may request paper copies, without charge, by written request addressedwriting to the address set forth above.

Where can I find the voting results of the annual meeting?

We will announce the preliminary voting results at the annual meeting and release the final results in a Form 8-K within four business days following the annual meeting.

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Annual Meeting.


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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock and Series A Preferred Stock as of April 6, 20165, 2023 by (i) each person who, to our knowledge, owns more than 5% of our common stock or Series A Preferred Stock, (ii) each of our current directors, director nominees and executive officers, and (iii) all of our current directors, director nominees and executive officers as a group. Derivative securities exercisable or convertible into shares of our common stock within sixty (60) days of April 6, 20165, 2023 are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding securities, but are not deemed outstanding for computing the percentage of any other person. Beneficial ownership representing less than 1% is denoted with an asterisk (*). The address of named beneficial owners that are our officers and/or directors is: c/o Lindblad Expeditions Holdings, Inc., 96 Morton Street, 9th9th Floor, New York, NY 10014. The following table is based upon information supplied by officers and directors, and with respect to 5% or greater stockholders who are not officers or directors, information filed with the Securities and Exchange Commission.

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%​​​​​*​​
​
*
Denotes ownership of less than 1% of the outstanding shares of common stock.

.

​
(1)
Derivative securities exercisable or convertible into shares of our common stock within sixty (60) days of April 5, 2023 are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the
​

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person holding securities but are not deemed outstanding for computing the percentage of any other person. Based on 53,187,249 shares of common stock issued and outstanding as of April 5, 2023 (including outstanding restricted stock).
(2)
Series A Preferred Stock with voting rights on an as converted basis, convertible into shares of our common stock as of April 5, 2023 are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding securities, but are not deemed outstanding for computing the percentage of any other person.securities. Based on 45,531,86862,000 shares of Series A Preferred Stock issued and outstanding and convertible into an aggregate of 7,620,543 shares of our common stock as of April 5, 2023.
​
(3)
Total voting power based on total shares of common stock issued and outstanding as of April 6, 2016 (including outstanding5, 2023 and total votable basis Series A Preferred Stock as of April 5, 2023 for an aggregate total of 60,807,792 votes.
​
(4)
Excludes 6,812 unvested restricted stock).

(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.

​
(5)
Excludes 35,071 unvested RSUs that vest 33% on each of June 3, 2024, 2025 and 2026, 12,710 unvested RSUs that vest 50% on March 31, 2024 and 2025, 30,073 unvested RSUs that vest 33% on each of March 31, 2024, 2025 and 2026, subject to continued service on the vesting date, 19,065 MSUs that vest on March 31, 2025, subject to achieving stock price performance targets and continued service on the vesting date, and 30,073 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 1,433,136200,000 shares of our common stockstock.
​
(6)
Excludes 3,633 unvested RSUs that vest on March 31, 2024, 10,000 unvested RSUs that vest 50% on each of December 31, 20168, 2023 and 2017.

(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.

5

(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)
Excludes 22,851 unvested RSUs that vest 33% on each of May 31, 2024, 2025 and 2026 and 23,536 unvested RSUs that vest 33% on each of March 31, 2024, 2025 and 2026, subject to continued service on the vesting date, and 23,536 unvested PSUs that vest on March 31, 2026, subject to achieving performance targets and continued service on the vesting date.
​
(8)
Excludes 2,498 unvested RSUs that vest on March 31, 2024, 58,280 unvested RSUs that vest 33% on each of December 21, 2023, 2024 and 2025, 6,261 unvested RSUs that vest 50% on each of March 31, 2024 and 2025, and 18,304 unvested RSUs that vest 33% on each of March 31, 2024, 2025 and 2026, subject to continued service on the vesting date, and 7,493 unvested MSUs that vest March 31, 2024, 9,392 unvested MSUs that vest March 31, 2025, subject to achieving stock price performance targets and continued service on the vesting annually pro rata over a three-year period under our 2015 Long-Term Incentive Plan beginningdate, and 18,304 unvested PSUs that vest on January 4, 2017.

(7)     RepresentsMarch 31, 2026, subject to achieving performance targets and continued service on the vesting date.

​
(9)
Includes 261,758 shares held directly by Mr. Ein and 4,716,867 shares held by Capitol Acquisition Management 2 LLC, of which Leland Investments Inc., an entity controlled by Mr. Ein, is the sole member. As a result, Mr. Ein has voting and dispositive control over such shares. Includes 4,004,675 warrants and 93,417Excludes 9,615 shares of incentiverestricted stock held by Mr. Ein that vests in full on August 8, 2023, subject to continued service on the vesting date, 10,867 unvested RSUs that vest December 31, 2024, 3,409 unvested RSUs that vest December 31, 2025 and 2,745 unvested RSUs that vest December 31, 2026, subject to continued service on the vesting date, that Mr. Ein elected to receive in lieu of cash Board Director fees for 2021, 2022 and 2023. Mr. Ein entered into a prepaid variable share forward transaction with Citibank, N.A. (“Citibank”) with respect to 1,242,500 shares of common stock. The prepaid forward transaction with Citibank is divided into 25 components (each a “Component”). For each Component, he is obligated to deliver to Citibank, on the settlement date determined based on the specified scheduled valuation date within the period from May 10, 2023 to June 7, 2023, either, at his option, (i) up to 49,700 shares of common stock subjectbased on the average market price of the shares or (ii) an amount of cash equivalent to forfeiture if ourthe value of such shares. In addition, Mr. Ein entered into a second prepaid variable share forward transaction with Citibank. The prepaid forward transaction with Citibank is divided into 8 components (each a “Component”). For each Component, he is obligated to deliver to Citibank, on the settlement date determined based on the specified scheduled valuation date within the period from June 8, 2023 to June 19, 2023, either, at his option, (i) up to 46,156 shares of common stock does not trade above $13.00 per share for any 20 trading days during any 30-day period until July 8, 2019, which will be contributed to National Geographic forbased on the purposeaverage market price of the Lindblad Expeditions - National Geographic Joint Fund for Exploration and Conservation (“LEX-NG Fund”), for no additional consideration, within three business days after their release from escrow in connection withshares or (ii) an amount of cash equivalent to the lapsevalue of such forfeiture conditions. Also includes 6,660shares. During March 2023, Mr. Ein has advised us that he has provided a notice of settlement election to deliver to Citibank shares of common stock as settlement.
​
(10)
Excludes 9,615 shares of restricted stock that vests in equal installmentsfull on each of August 8, 2016, 2017 and 20182023, subject to continued service on the vesting date.
​
(11)
Excludes 9,615 shares of restricted stock held by Mr. Ein directly.

(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

​

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that vest on December 31, 2025, and 1,438 unvested RSUs that vest December 31, 2026, subject to continued service on the vesting date, that Mr. Aronson elected to receive in lieu of cash Board Director fees for any 20 trading days during any 30-day period until July 8, 2019, which will be contributed to National Geographic for the purpose of the LEX-NG Fund, for no additional consideration, within three business days after their release from escrow in connection with the lapse of2021, 2022 and 2023.
(12)
Includes 29,077 shares held directly by Mr. Bisnow, 9,784 shares held by Umbrella Holding Co. LLC, an entity directly controlled by Mr. Bisnow, and 2,446 shares held by Peak Street Management LLC, an entity directly controlled by Mr. Bisnow. As a result, Mr. Bisnow has voting and dispositive control over such forfeiture conditions. Also includes 6,660shares. Excludes 9,615 shares of restricted stock that vests in equal installmentsfull on each of August 8, 2016, 2017 and 2018.

(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)
Information from Schedule 13G/A filed on February 11, 2016 by TD Asset Management Inc. (“TDAM”) and TDAM USA Inc. (“TDAM-USA”). TDAM reported sole beneficial ownership of 2,946,000 shares and TDAM-USA reported sole beneficial ownership of 6,000 shares. The address of the reporting entities is Canada Trust Tower, BCE Place, 161 Bay14, 2023. Ariel Investments, LLC, 200 E. Randolph Street, 35th Floor, Toronto, Ontario, M5J 2T2.

(13)  Suite 2900, Chicago, IL 60601.

​
(14)
Information from Schedule 13G13G/A filed on February 11, 2016 by Wellington Management Group LLP, Wellington Group Holdings LLP9, 2023. Abigail P. Johnson is a Director, the Chairman and Wellington Investment Advisors Holdings LLP. Eachthe Chief Executive Officer of FMR LLC. Members of the entities reported sharedJohnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power over 2,041,261of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and shared dispositive power over 2,499,255 shares. The addressthe execution of the reporting entitiesshareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company LLC (“FMR Co. LLC”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The business address is c/o Wellington Management Company LLP, 280 Congress245 Summer Street, Boston, MA 02210.

(14)  Information from Schedule 13G filed on February 11, 2016 by T. Rowe Price Associates, Inc. and T. Rowe Price

​
(15)
MSD SIF Partners II LLC, 645 Fifth Avenue, 21st Floor, New Horizons Funds, Inc. T. Rowe Price Associates, Inc. reported sole voting power over 464,054 shares and sole dispositive power over 3,466,255 shares. T. Rowe PriceYork, NY 10022-5910
​
(16)
Headlands Strategic Opportunities Fund LP, 370 Lexington Avenue, Suite 610, New Horizons Funds, Inc. reported sole voting power over 3,002,201 shares. The address of the reporting entities is 100 E. Pratt Street, Baltimore, MD 21202.

(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.

​
(17)
Deep Field Opportunities Fund and excludes 125,000 shares that will be contributed to National Geographic, for no additional consideration, by Mr. Ein, Mr. Dryden and the other initial stockholders for the purpose of the LEX-NGLP, 2049 Century Park East, Los Angeles, CA 90067.
​
(18)
Pimco Red Stick Fund if our common stock trades above $13.00 per share for any 20 trading days during any 30-day period until July 8, 2019. The business address of National Geographic is 1145 17th Street NW, Washington, DC 20036. Assuming National Geographic exercises its option to acquire shares of our common stock, Gary E. Knell will have dispositive and/or voting power with respect to such shares by reason of his status as President and Chief Executive Officer of National Geographic. Mr. Knell disclaims beneficial ownership of any shares of our common stock owned or acquired by National Geographic.

6

LP, 650 Newport Center Drive, Newport Beach, CA 92660.

​
DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

REPORTS

Section 16(a) of the Exchange Act requires our directors, executive officers and stockholders holding more than 10% of our outstanding common stock to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in beneficial ownership of our common stock. Executive officers, directors and 10% stockholdersSection 16(a) filers are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file. Based on a review of the ownership reports filed with Securities and Exchange Commission filed ownership reports during 2015,2022, we believe that all Section 16(a) filing requirements were met during 2015.

7

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.


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PROPOSAL NO. 1

ELECTION OF DIRECTORS

General

We maintain a staggered Board of Directors divided into three classes. Each director generally serves for a term ending on the date of the third annual stockholders’ meeting following the annual stockholders’ meeting at which such director’s class was most recently elected and until his or her successor is duly elected and qualified. The number of authorized directors as of the date of this proxy statement is six.

ten.

Currently, there are twofour directors in each of Class A (Paul J. Brown(Bernard W. Aronson, Elliott Bisnow, Alexander P. Schultz and Bernard W. Aronson)Thomas S. (Tad) Smith), three directors in Class B (L. Dyson Dryden, and John M. Fahey)Fahey and Catherine B. Reynolds) and three directors in Class C (Sven-Olof(Mark D. Ein, Sven-Olof Lindblad and Mark D. Ein)Dolf Berle). At the annual meeting,Annual Meeting, the term of our two Class AB directors, Paul J. BrownMessrs. Dryden, Fahey and Bernard W. Aronson,Ms. Reynolds will expire. At the annual meeting,Annual Meeting, our stockholders will vote to elect Paul J. BrownMessrs. Dryden, Fahey and Bernard W. AronsonMs. Reynolds as Class AB directors to serve until our 20192026 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Information about each of our directors and director nominees is set forth below.

Director nominees Messrs. Dryden, Fahey and Ms. Reynolds are currently serving as directors.

The individuals named as proxy voters in the accompanying proxy, or their substitutes, will vote for the Board’s nominees with respect to all proxies we receive unless instructions to the contrary are provided. If any nominee becomes unavailable for any reason, the votes will be cast for a substitute nominee designated by our Board. Our directors have no reason to believe that any of the nominees named below will be unable to serve if elected. We strongly encourage our directors to attend our annual meeting.

The following sets forth certain information, as of April 15, 2016,5, 2023, about each of the Board’s nominees for election at the annual meetingAnnual Meeting and each of our directors whose term will continue after our annual meeting.

Annual Meeting.

Nominees for Election at the Annual Meeting

Class AB Directors — Terms Expiring 2019

Paul J. Brown2023 (2026 if re-elected)

L. Dyson Dryden, age 49,47, has served as a directorDirector since July 8, 2015. Mr. Brown has served as the Chief Executive Officer of Arby’s Restaurant Group, Inc. since May 2013. He served as President, BrandsMarch 2013, and Commercial Services for Hilton Worldwide, Inc., a global hospitality company, from 2008 to April 2013. From 2005 to 2008, Mr. Brown was with Expedia Inc., most recently serving as President, Expedia North America and Expedia Inc. Partner Services Group. From 2001 through 2005, Mr. Brown was a Partner with McKinsey & Co., Inc. in their London and Atlanta offices. Earlier in his career, he was Senior Vice President of Brand Services for Intercontinental Hotels Group, Inc., a Manager with the Boston Consulting Group, Inc., and a Senior Consultant with Andersen Consulting. Mr. Brown is currently a director of H&R Block, Inc., serves as a member of the Georgia Institute of Technology’s Advisory Board, and the boards of the Metro Atlanta Chamber and the Arby’s Foundation. Mr. Brown was previously a director of Borders Group, Inc. from 2009 until 2011, where he was a member of the Audit Committee. Mr. Brown holds a B.A. in Management from the Georgia Institute of Technology and a M.B.A. from the Kellogg Graduate School of Management, Northwestern University.

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.

8

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.

Mr. Dryden has served as the President, and Chief Financial Officer and a member of the Board of Directorsdirector of Capitol AcquisitionInvestment Corp. III sinceV from May 2017 until the completion of its $3 billion business combination with Doma in July 2015 and was our2021. Mr. Dryden served as President, Chief Financial Officer and a director of Capitol Investment Corp. IV from March 2013July 2017 until our mergerthe completion of its $1.1 billion business combination with Lindblad Expeditions,Nesco in July 2019 and served as Co-Chairman of Nesco Holdings, Inc. (“Lindblad”) onuntil the April 2021 closing of the $1.5 billion acquisition of Custom One Truck Source. From July 8, 2015. 2015 until it completed its $2.4 billion business combination with Cision in June 2017, Mr. Dryden was the President, Chief Financial Officer, Treasurer, Secretary and a Director of Capitol III. Mr. Dryden continued to serve as a director of Cision Ltd. until January 2020.
Mr. Dryden is the founder of Dryden Capital Management, LLC, a private investment firm that invests in and builds private companies, and has served as its President since March 2013. Mr. Dryden has served as a Managing Partner of Black Diamond Financial, LLC since February 2013. From August 2005 to February 2013, Mr. Dryden worked in Citigroup’s Investment Banking division in New York, most recently as a Managing Director where he led the coverage effort for a number of the firm’s Global Technology, Media and Telecommunications clients. From 2000 to 2005, Mr. Dryden held the titles of Associate and Vice President at Jefferies & Company, a middle marketglobal investment banking firm.bank. From 1998 to 2000, Mr. Dryden worked in the investment banking group at BB&T Corporation.
Mr. Dryden is Vice Chairman of CDS Logistics Management, Inc., one of the largest providers of home improvement product delivery services in the United States. Mr. Dryden is also a member of the Board of Directors of Washington E-Sports Ventures, LLC. Mr. Dryden holds a B.S. in Business Administration with a dual concentration in finance and management from the University of Richmond.


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We consider Mr. Dryden well-qualified to serve as a member of the Board due to his finance and capital markets knowledge and experience.

John M. Fahey, age 64,71, has served as a directorDirector since July 8, 2015. Mr. Fahey served as Chairman of the National Geographic Society from January 2011 untilto February 2016, andwhere he was also Chief Executive Officer of the National Geographic Society from March 1998 to December 2013 and President of the organization from March 1998 to December 2010. During his tenure as President and Chief Executive Officer, Mr. Fahey led the Society’s entry into cable television with the National Geographic Channels; the international growth of National Geographic magazine; and the extension of National Geographic content into digital media. In addition to continuing the Society’s efforts to improve geographic literacy, Fahey guided the expansion of the Society’s Mission Programs during the past decade, including the creation of the National Geographic Explorers-in-Residence, Fellows and Emerging Explorers programs. Fahey also guided the Society’s move into the creation of regional grant-making programs around the world, beginning in Northern Europe and Asia.Mr. Fahey joined National Geographic in April 1996, as the first President and Chief Executive Officer of National Geographic Ventures, the nonprofit Society’s wholly owned, taxable subsidiary.Ventures. Prior to that, he was Chairman, President and Chief Executive Officer of Time Life Inc., a wholly ownedwholly-owned subsidiary of Time Warner Inc., for seven years. He worked previously for Home Box Office, Inc. where he was instrumental in the startup of CINEMAX. He also was a circulation manager for Time magazine. In 2011, he received Peru’s highest civilian award, “Orden del Sol del Peru,” for his and National Geographic’s role in helping retrieve a collection of ancient artifacts taken from Machu Picchu in 1912. In February 2014, President Obama appointedCinemax.
Mr. Fahey to a six-year term on the Smithsonian Board of Regents, the governing bodyis Vice-Chair of the Smithsonian Institution.Institution’s Board of Regents. He also serves on the board and executive committee of the Smithsonian National Museum of Natural History as well as the boards of TimeJohnson Outdoors Inc., where he is lead director;the Vice Chair and Johnson OutdoorsLead Independent Director, Chair of the nominating and corporate governance committee and a member of the compensation committee. Mr. Fahey was previously Non-Executive Chairman of Time Inc. Mr. Fahey received his bachelor’s degree in engineering from Manhattan College and his master’s degree in business administration from the University of Michigan. In 2008, he received the David D. Alger Alumni Achievement Award from the University of Michigan’s Ross School of Business.

We consider Mr. Fahey well-qualified to serve as a member of the Board due to his relationship with the National Geographic Society and his business leadership.

Catherine B. Reynolds, age 65, has served as a Director since May 2016. Mrs. Reynolds is a founder of EduCap Inc., which has provided more than $5.0 billion in education loans to hundreds of thousands of qualified students and families, and has been its Chair of the Board, Chief Executive Officer, and President since 1989. She is a successful business leader and social entrepreneur who currently devotes her time and abilities primarily to philanthropic pursuits through the Catherine B. Reynolds Foundation. In 2004, Mrs. Reynolds was selected by BusinessWeek magazine as one of the 50 most philanthropic living Americans and the first self-made woman to make their list. She is also the recipient of the Woodrow Wilson Award for Corporate Citizenship, bestowed annually on America’s most outstanding business leaders by the Woodrow Wilson International Center for Scholars. She is currently a director of General Dynamics Corporation, where she also serves on the audit committee, sustainability committee and is the Chair of the finance and benefit plan committee. She is also Chair of the board of directors of Lyndra Therapeutics. Mrs. Reynolds is co-founder and CEO of VitaKey Inc., a precision delivery technology that will unlock the science of nutrition. She is also a current or former trustee of a number of organizations including New York University, Vanderbilt University, Harvard Kennedy School’s Center for Public Leadership, the John F. Kennedy Center for the Performing Arts, and the American Academy of Achievement. Mrs. Reynolds started her career at the accounting firm of Arthur Young as a certified public accountant and is a graduate of Vanderbilt University.
We consider Ms. Reynolds well-qualified to serve as a member of the Board due to her business leadership and financial background.
RECOMMENDATION OF THE BOARD:
The Board of Directors recommends a vote FOR each of the above director nominees.

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Directors Continuing in Office
Class A Directors — Terms Expiring 2025
Bernard W. Aronson, age 76, has served as a Director since July 2015. Mr. Aronson is currently Founding Partner of ACON Investments, L.L.C., a middle market private equity group. He served as the U.S. Special Envoy to the Colombian Peace Process, appointed by former 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 State Department’s highest honor, the Distinguished Service Award, for his role in ending the conflicts in Central America, and again for ending the conflict in Colombia; 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 has served as a director of Kate Spade & Co., Hyatt Hotels Corporation and Northern Tier Energy LP, in addition to several private companies. 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.
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.
Elliott Bisnow, age 37, has served as a Director since December 2017. Mr. Bisnow is the Co-founder of Summit Group, a growing global collective that hosts eclectic events for social entrepreneurs and leaders across all disciplines, including Jeff Bezos, Jessica Alba, Reed Hastings, Beene Brown, Richard Branson, Bill Clinton and Eric Schmidt. Started in 2008, Summit’s ideas conference has been called “The Davos of Generation Y,” and now includes satellite events across the world as well an annual forum offering called Summit Junto. Recognized by Inc. Magazine as one of “America’s Coolest Young Entrepreneurs,” Mr. Bisnow, in 2013, along with some of Summit’s leadership, acquired Powder Mountain Ski Resort, the largest ski area in the United States, with the vision of creating a physical space to foster innovation, entrepreneurship, arts and altruism. Prior to founding Summit, Mr. Bisnow co-founded Bisnow Media Corporation, a commercial real estate, media and events company, which was acquired in 2016. He is also a director of Peak Street Management and was a founding board member of the United Nations Foundation’s Global Entrepreneurs Council.
We consider Mr. Bisnow well-qualified to serve as a member of the Board due to his background in experience-based businesses and his business leadership.
Alexander P. Schultz, age 40, has served as a Director since February 2022. Mr. Schultz currently serves as Chief Marketing Officer and VP of Analytics for Meta, formerly Facebook, where he leads consumer marketing and product analytics globally. Throughout his career with Meta, he has pioneered the integration of product and direct response marketing and has been responsible for some of the largest, most effective online direct response campaigns, which have resulted in tremendous application user growth. Mr. Schultz has been with Meta since 2007 and has led the internationalization team since 2011 and the analytics team since 2015. Prior to joining Meta, Mr. Schultz was a Marketing Manager at eBay, during which time he led global targeting for eBay’s onsite merchandising, among other responsibilities. Mr. Schultz received a M.S. in Natural Sciences from Magdalene College, Cambridge where he specialized in experimental and theoretical Physics.
We consider Mr. Schultz well-qualified to serve as a member of the Board due to his extensive product marketing experience and his business leadership.
Thomas S. (Tad) Smith, Jr., age 57, has served as a Director since March 2020. Mr. Smith is currently the Chief Executive Officer and Director of a privately owned home care company called Home Care Assistance, that has recently changed its name to TheKey. The company, which he joined in November 2020 and which operates throughout the United States, Canada, and Australia, provides a suite of private pay services to the aged that make it possible for them to live safely and independently in their own homes. Prior to this, Mr. Smith served as a member of the board of Capitol Investment Corp V from October 2020, but stepped down in July 2021 after the successful merger with DOMA. Prior to that, Mr. Smith was the President

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and CEO of the NYSE-listed global auction house Sotheby’s, serving from March 2015 through October 2019, when he successfully sold the company. From February 2014 to March 2015, Mr. Smith was President and CEO of The Madison Square Garden Company, a publicly-traded, diversified cable media, live entertainment, and sports company including the New York Knicks and the New York Rangers. From 2009 to 2014, Mr. Smith served as President, Local Media, later adding Cablevision Media Sales, of the New York cable operator Cablevision, which was controlled by the same shareholder as The Madison Square Garden Company. From 2000 to 2009, he worked for the worldwide media company now known as RELX, where he last served as chief executive officer of the US business-to-business division, Reed Business Information. He currently serves as an adjunct professor at the Stern School of Business at New York University, where he teaches a finance and strategy class. He is a member of the board of Ocean Outdoor UK, a publicly-listed digital outdoor advertising company based in London. He is a board member of the private adtech company Simulmedia, based in New York, and a board observer for Dallas-based e-commerce company, Verishop. Mr. Smith is chairman of the advisory board of the Zero Gravity Corporation, which provides commercial and tourist flights in zero gravity environments, and an advisor to UK-based MINTUS, which seeks to fractionalize assets such as art. Mr. Smith serves on Dean’s Advisory Board of the Harvard Business School and the advisory board of the Hospital for Special Surgery as well as the board of directors of the Prostate Cancer Foundation, the Alzheimer’s Drug Discovery Foundation, and the Preservation Foundation of Palm Beach. Mr. Smith is also a Member of the Council on Foreign Relations. He received a Master of Business Administration from Harvard Business School, where he was a George F. Baker Scholar and a Horace W. Goldsmith Fellow. He received a Bachelor of Arts from Princeton University’s School of Public and International Affairs, where he received the R.W. Van de Velde Award.
We consider Mr. Smith well-qualified to serve as a member of the Board due to his public company experience and business leadership.
Class C Directors — Terms Expiring 2018

Sven-Olof Lindblad2024

Mark D. Ein, age 65,58, has served as our Chair of the Board and a Director since March 2013, and previously served as our Chief Executive Officer, Treasurer and Secretary prior to the business combination with Lindblad Expeditions, Inc. in July 2015.
Mr. Ein is an investor, entrepreneur and philanthropist, who has created, acquired, invested in and built a series of growth companies across a diverse set of industries over the course of his 30-year career. During this time, Mr. Ein has been involved in the founding or early stages of six companies that have been worth over one billion dollars and has led over $3 billion of private equity, venture capital and public company investments.
Mr. Ein is the Founder, Chairman and CEO of investment firms Capitol Investment Corp and Venturehouse Group that both create, invest in and build growth businesses in a range of industries. Among the current majority-owned companies in the portfolios are Kastle Systems, the country’s leading provider of proptech and security systems for commercial real estate, where he serves as Executive Chairman.
Mr. Ein is currently also a member of the board of Soho House & Company. (NYSE:SHCO) and Custom Truck One Source, Inc. (NYSE:CTOS).
Mr. Ein is also the Founder and Owner of MDE Sports, which owns the Citi Open tennis tournament in Washington, D.C. (one of the five largest tennis events in the United States), the Washington Justice esports franchise in the Overwatch League, and the Washington City Paper, the renowned local media company serving the Washington, D.C. metropolitan area since 1981.
In February, 2023, Mr. Ein was nominated by President Biden to be Chairman of his President’s Export Council. A native of the Washington area, he actively supports many community, charitable and cultural organizations and currently serves on the boards of the DC Public Education Fund (as Chairman since 2010, the Fund has raised $200 million of philanthropic support for D.C. Public Schools), DC College Access Program (DC-CAP), and DC Policy Center (Co-Founder). He currently serves as a Presidential Appointee to the Board of the United States Tennis Association (USTA), having previously served on the board from 2012-2018 (serving as a Vice President of the Board from 2016-2018). Mr. Ein has been a member

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of the World Economic Forum since 2016, and the Gridiron Club, the oldest and one of the most prestigious journalistic organizations in Washington, DC.
He has won numerous awards, including the Washington Business Hall of Fame, Washington, D.C. Business Leader of the Year from the Chamber of Commerce in 2011 and 2019, the Jefferson Award (the nation’s highest honor for public service), Washington Business Journal Top Corporation for Philanthropy (Small Companies), Washington Business Journal Power 100, Entrepreneur of the Year Awards from Ernst and Young and the National Foundation for Teaching Entrepreneurship (NFTE). In September 2009, Washington, D.C. Mayor Adrian Fenty presented Mr. Ein with the Key to the City, highlighting his Washington Kastles success on the court and, “for their commitment to the District’s communities and our youth.”
Prior to starting his firm, Mr. Ein worked for The Carlyle Group, Brentwood Associates, and Goldman Sachs. He received a B.S. in Economics with a concentration in finance from the Wharton School of the University of Pennsylvania and his M.B.A. from the Harvard Business School.
We consider Mr. Ein well-qualified to serve as a member of the Board due to his public company experience, business leadership and operational experience.
Sven-Olof Lindblad, age 72, founded Lindblad and hashad been its President and Chief Executive Officer since its inception.inception through May 2021. Mr. Lindblad has served as our directorDirector since July 8, 2015.2015 and as Co-Chair of the Board since March 29, 2021. Mr. Lindblad’s travel background and familiarity with adventure-traveladventure travel and wildlife dates back to his childhood and with his father, Lars-Eric Lindblad. Mr. Lindblad founded Lindblad in order to offer innovative and educational travel expeditions to the world’s most remarkable places, capturing the true spirit of adventure. In May 2006, Mr. Lindblad received international

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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.

We consider Mr. Lindblad well-qualified to serve as a member of the Board due to his leadership, extensive travel background and familiarity with adventure-travel.

Mark D. Einadventure travel.

Dolf Berle, age 51,60, has served as our Chairman of the Board and director since our inception. Mr. Ein also served as our Chief Executive Officer Treasurerof the Company and Secretary from our inception until our merger with Lindblad on July 8, 2015.a director since May 2021. Previously, Mr. Ein is currently the Chairman,Berle most recently served as Chief Executive Officer of Topgolf Entertainment Group where he led the company’s overall vision, global growth strategies and a member of the Board of Directors of Capitol Acquisition Corp. III.financial performance. Prior to that, Mr. Ein is an investor, entrepreneur and philanthropist, who has created, acquired, invested in and built a series of growth companies across a diverse set of industries over the course of his 24-year career. From June 2007 to October 2009, Mr. Ein was the Chief Executive Officer and Director of Capitol I, a blank check company formed for substantially similar purposes as Capitol. Capitol I completed its business combination with Two Harbors Investment Corp., a Maryland real estate investment trust, in October 2009. From October 2009 to May 2015, Mr. EinBerle served as the Non-Executive Vice ChairmanPresident and Chief Operating Officer of Two Harbor’s BoardDave & Buster’s Entertainment, Inc., and served in a variety of Directors. Mr. Ein is the Founder of Venturehouse Group, LLC, a holding company that creates, invests in and builds companies, and has served as its Chief Executive Officer since 1999. Venturehouse’s portfolio includes or has included the seed investment in Matrics Technologies in August 2000 (sold to Symbol Technologies in September 2004), the lead investmentexecutive leadership roles in the buyout of Cibernet Corporation from the CTIA in March 2003 (soldpublic sector as well as private growth-oriented companies dedicated to MACH S.à.r.l. in April 2007), the acquisition of VSGi from Net2000 Communications, and an early investment in XM Satellite Radio. He has also been thejoyful guest experiences. These include tenures as Executive Vice President of Leland InvestmentsHospitality, and Division Head for ClubCorp USA, Inc., a private investment firm, since 2005. Mr. Ein is Co-ChairmanPresident of Kastle Holding Company LLC, which through its subsidiaries conducts the businessLucky Strike Entertainment; and Chief Operating Officer of Kastle Systems, LLC, a providerHouse of building and office security systems that was acquired in January 2007. An entity owned by Mr. Ein is also the majority owner and managing member of Kastle Holding Company LLC. In 2008, Mr. Ein founded and is the owner of the Washington Kastles, the WorldTeamTennis franchise in Washington, D.C., that has won the league championship for the last five seasons and six times in its eight years in the league. In 2009, he was given the key to the city by Mayor Adrian Fenty of Washington, D.C. for the team’s contributions to the community. Previously in his career, Mr. Ein worked for The Carlyle Group, Brentwood Associates, and Goldman, Sachs & Co. Mr. Ein is the Chairman of the Board of VSGi. Mr. Ein is the Chairman of the Board of the District of Columbia Public Education Fund (DC-CPF) and alsoBlues Entertainment, Inc. He serves on the Boardboard of Directors of the United States Tennis Association, The District of Columbia College Access Program (DC-CAP),National Make-A-Wish Foundation, USA Track and Field and the International Tennis HallNorman Rockwell Museum. Mr. Berle earned his undergraduate and M.B.A. degrees from Harvard University, and a Master of Fame. He was appointed by Mayor Vincent Gray to be a member of the D.C. Tax Revision Commission and also serves on the Executive Committee of the Federal City Council. Mr. Ein received a B.S.Arts degree in Economics with a concentration in FinanceAfrican History from the University of Pennsylvania’s Wharton School of Finance and an M.B.A. from the Harvard Business School.

Zimbabwe.

We consider Mr. EinBerle well-qualified to serve as a member of the Board due to his public company experience and experiential business leadership and operational experience.

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leadership.


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CORPORATE GOVERNANCE

Board Composition

Directors hold office for a term ending on the date of the third annual stockholders’ meeting following the annual meeting at which such director’s class was most recently elected until the earlier of their death, resignation, removal or until their successors have been duly elected and qualified. There are no family relationships among our directors. Our bylaws provide that the number of members of our Board of Directors may be changed from time to time by resolutions adopted by the Board of Directors provided that there shall not be less than one director nor more than nineten directors. Our Board of Directors currently consists of sixten members.

Board Leadership Structure

Our Board of Directors does not have a policy on whether or not the roles of Chief Executive Officer and ChairmanChairperson should be separate. Our Board reserves the right to assign the responsibilities of the Chief Executive Officer and Chairman positionChairperson position(s) as determined by our Board to be in our best interest. In the circumstance where the responsibilities of the Chief Executive Officer and ChairmanChairperson are vested in the same individual or in other circumstances when deemed appropriate, the Board will designate a lead independent director from among the independent directors to preside at the meetings of the non-employee director executive sessions.

Currently, Mark D. Ein servesand Sven-Olof Lindblad serve as our non-executive ChairmanCo-Chairpersons of the Board. Our Board retains the authority to modify this structure to best address our unique circumstances as and when appropriate.

Board Role in Risk Oversight

Our full Board is responsible for the oversight of our operational risk management process. Our Board has assigned responsibility for addressing certain risks, and the steps management has taken to monitor, control and report such risk, to our audit committee with appropriate reporting to the full Board. Our Board relies on our compensation committeeCompensation Committee to address significant risk exposures facing us with respect to compensation. Our compensation committeeCompensation Committee will periodically conduct a review of our compensation policies and practices to assess whether any risks arising from such policies and practices are reasonably likely to materially adversely affect us.

Board Role in Social and Environmental Risk Oversight
Our full Board is responsible for the oversight of our social and environmental risk management process. Our Board has assigned responsibility for addressing certain risks, and the steps management has taken to monitor, control and report such risk, to our management team with appropriate reporting to the full Board. Our Board relies on our management team to address significant risk exposures facing us with respect to climate changes on our business and our business on the environment. Our management team will periodically conduct a review of our operating, and well as our diversity and hiring, policies and practices, to assess whether any risks arising from such policies and practices are reasonably likely to materially adversely affect us.
Number of Meetings of the Board of Directors

The Board of Directors held a total of ninefive meetings during 2015. Of the nine meetings held during 2015, three Board meetings were held after our merger with Lindblad.2022. Directors are expected to attend Board meetings and to spend time needed to meet as frequently as necessary to properly discharge their responsibilities. Each director attended at least 75%80% of the aggregate number of meetings of the Board and committees on which he or she served that were held during 2015.

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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Director Independence

The Board has determined that each of Bernard W.Mr. Aronson, Paul J. Brown, L. DysonMr. Bisnow, Mr. Dryden, Mark D.Mr. Ein, Mr. Fahey, Ms. Reynolds, Mr. Schultz and John M. Fahey qualifyMr. Smith qualifies as an “independent” directorsdirector under the applicable definition of the listing standards of the Nasdaq Stock Market LLC (“Nasdaq”).

Stockholder Communications

Stockholders may send communications to our directors as a group or individually, by writing to those individuals or the group: c/o the Secretary, 96 Morton Street, 9th9th Floor, New York, NY 10014. The Board Secretary will review all correspondence received and will forward all correspondence that is relevant to the duties and responsibilities of the Board or our business to the intended director(s). Examples of inappropriate communication include business solicitations, advertising and communication that is frivolous in nature, relates to routine business matters or raises grievances that are personal to the person submitting the communication. Upon request, any director may review communication that is not forwarded to the directors pursuant to this policy.

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Board Diversity
Under Nasdaq’s Board Diversity Rule, all operating companies listed on Nasdaq’s U.S. exchange are required to publicly disclose diversity statistics regarding their board of directors using the Board Diversity Matrix.
Board Diversity Matrix
​​​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		​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​​

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Committees of the Board of Directors

Our Board of Directors currently has three standing committees: (i) a nominating committee,Nominating Committee, (ii) an audit committeeAudit Committee and (iii) a compensation committee.Compensation Committee. Each of these board committees areis described further below. Members of these committees will be elected annually, generally at the regulara Board meeting held in conjunction with the annual stockholders’ meeting. The chartercharters of our nominating committee, audit committeeNominating Committee, Audit Committee and compensation committeeCompensation Committee are available on the investor relations page of our website atwww.expeditions.com.

Non-Employee Board Committee Members
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​​
​
C — Chair
M — Member
Nominating Committee

The nominating committee consists of Messrs. Ein, Fahey and Brown, with Mr. Ein serving as Chairman, each of whom was appointed to the nominating committee effective upon the consummation of our merger with Lindblad. The nominating committeeNominating Committee is responsible for overseeing the selection of persons to be nominated to serve on our Board of Directors. During the fiscal year ended December 31, 2015, the former members of2022, our nominating committee, prior to the completion of the merger with Lindblad,Nominating Committee met one time to approve the nominees for election at our special meeting of stockholders held on July 1, 2015.

time.

The nominating committeeNominating Committee considers persons identified by its members, management, stockholders, investment bankers, and others. Currently, the guidelines for selecting nominees, which are specified in the nominating committeeNominating Committee charter, generally provide that persons to be nominated:

•        should have demonstrated notable or significant achievements in business, education or public service;

•

should possess the requisite intelligence, education and experience to make a significant contribution to the Board of Directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

​
•
should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the stockholders.

​
The nominating committeeNominating Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the Board of Directors. The nominating committeeNominating Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committeeNominating Committee does not distinguish among nominees recommended by stockholders and other persons.

Nominations of persons for election to the Board at the annual meeting may also be made by any stockholder entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in our bylaws. Such nominations by any stockholder shall be made pursuant to timely notice in writing to our Secretary at 96 Morton Street, 9th9th Floor, New York, NY 10014. To be timely, a stockholder’s notice shall be received by the Secretary at our principal executive offices not later than the

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close of business on the sixtieth (60th)(60th) day nor earlier than the close of business on the ninetieth (90th)(90th) day prior to the annual meeting; provided, however, that in the event that less than seventy (70) days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th)(10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholders’ notice to the Secretary must also include the information about the stockholder and the nominee as well as the other information required pursuant to our bylaws.

Audit Committee

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.

Each of the members of the audit committeeAudit Committee is independent under the applicable Nasdaq listing standards for auditAudit Committee members. The Board of Directors has determined that each of Messrs. Dryden, Ein and Ms. Reynolds satisfies Nasdaq’s definition of financial sophistication, and that each of Messrs. Dryden, Ein and Ms. Reynolds qualify as an “audit committee members. financial expert” as defined under rules and regulations of the Securities and Exchange Commission.
The purpose of the audit committeeAudit Committee is to appoint, retain, set compensation of, and supervise our independent accountants, review the results and scope of the audit and other accounting related services and review our accounting practices and systems of internal accounting and disclosure controls. The audit committee’sAudit Committee’s duties, which are specified in the audit committee charter, include, but are not limited to:

•
reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the Board whether the audited financial statements should be included in our Form 10-K;

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​
•
discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

​
•
discussing with management major risk assessment and risk management policies;

​
•
monitoring the independence of our independent auditor;

​
•
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

​
•
reviewing and approving all related-party transactions;

​
•
inquiring and discussing with management our compliance with applicable laws and regulations;

​
•
pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

​
•
appointing or replacing the independent auditor;

​
•
determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; and

​
•
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies.

​
During the fiscal year ended December 31, 2015,2022, our audit committeeAudit Committee met two times prior to the completion of the merger with Lindblad and two times following the completion of the merger.

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.

Compensation Committee

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.

The purpose of the compensation committeeCompensation Committee is to review and approve compensation paid to our officers and directors and to administer our incentive compensation plans. The Compensation Committee’s duties, which are specified in the Compensation Committee charter, include, but are not limited to:
•
establishing compensation plans and compensation policy;
​
•
approving compensation arrangements for senior management, including authority to makeannual incentive and modify awardslong-term compensation;
​

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•
reviewing leadership development and succession planning; and
​
•
making grants under any suchour equity incentive plans. Our
​
During the fiscal year ended December 31, 2022, our Compensation Committee met three times. The processes for consideration of executive compensation committee did not meet during fiscal 2015 due to the timing of our merger with Lindblad.

are discussed further under “Executive Compensation — Compensation Discussion and Analysis.”

Director Compensation

Our non-employee director compensation currently includes annual cash fees of $50,000$55,000 for each non-employee director, additional $40,000 of cash compensation for each Co-Chair of the Board, additional cash compensation for chair of board committees ($15,000 for the Audit Committee Chair and $10,000 for the Chairs of the other committees), and an annual grant of $75,000$85,000 in shares of restricted stock that vests over three years.stock. Our 20152022 annual restricted stock grant was made on January 4, 2016in August 2022, with the awardawards resulting in 6,6609,615 restricted shares per director that vest in three equal annual installments on each of August 8, 2016, 2017 and 2018.2023, subject to continued service with us. We have also established a deferred compensation program for our non-employee directors to elect to defer receipt of their director compensation or to elect to receive shares of the Company’s common stock in lieu of cash compensation. None
In order to increase their knowledge and understanding of our directors received any compensation for services renderedbusiness and the related challenges that the business faces, we encourage our non-employee Board members and their families to us priorexperience our expeditions. Under the Directors Expedition Policy, a Board member is entitled to our completiontake one expedition every calendar year with no cost to the director. Each expedition the director participates in must be on a different vessel and must be a different itinerary than they have taken in the past. The director’s family, at the cost to the director including airfare, may accompany the director on the expedition. Each of the mergerdirector’s family members will be charged a rate equal to the Company’s cost for the expedition, plus airfare, subject to certain exceptions.
In order to align our directors’ interests with Lindblad.

13

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.

DIRECTOR COMPENSATION FOR 2015

Name

 

Fees Earned or Paid in Cash

 

Option
Awards

 

Stock
Awards

 

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​​
​
(1)     Amount represents prorated annual cash retainer for
In accordance with SEC rules, the period beginning July 8, 2015,amounts shown reflect the aggregate grant date fair value of stock awards granted to non-employee Directors during 2022, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC 718”). The grant date fair value is measured based on the closing fair market value of our common stock on the date of grant.
​
(2)
Mr. Aronson and Mr. Ein elected stock-based compensation in lieu of cash for 2022, resulting in awards totaling 6,427 and 11,272 shares, respectively.
​
(3)
Mr. Dryden earned additional compensation of $15,000 for serving as the consummationChairperson of our merger withthe Audit Committee during 2022.
​
(4)
Mr. Ein earned additional compensation of $40,000 for serving as the Co-Chairperson of the Board of Directors and $10,000 for serving as the Chairperson of the Nominating Committee during 2022.
​

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(5)
Mr. Fahey earned additional compensation of $10,000 for serving as the Chairperson of the Compensation Committee during 2022.
​
(6)
Mr. Lindblad through December 31, 2015.

(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.

​

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EXECUTIVE OFFICERS

Certain information regarding our executive officers is provided below:

below as of April 5, 2023:

Name

​

Age

​

Age

​

​Position

​

Sven-Olof Lindblad

Dolf Berle

​

65

​

60

​

​Chief Executive Officer President and Director

​

Ian T. Rogers

Craig I. Felenstein

​

51

​

50

Chief Operating Officer, Vice President and Treasurer

John T. McClain

​

​

55

Chief Financial Officer

​

Noah Brodsky

​​42​​Chief Commercial Officer​
Dean (Trey) Byus III

​

47

​

54

​

​Chief Expedition Officer

​

Richard P. Fontaine

Benjamin L. Bressler

​

51

​

60

Chief Marketing Officer

J. Tyler Skarda

​

​

51

President, Natural Habitat, Inc.

Senior Vice President, Marine Operations

​

For information with respect to Sven-Olof Lindblad,Mr. Berle, please see the information about the members of our Board of Directors on the preceding pages. There are no family relationships among our directors or executive officers.

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

Craig I. Felenstein joined us as Chief Financial Officer in November 2015.September 2016. Mr. McClain previously servedFelenstein brings a long history of leadership positions in a wide range of public companies, most recently serving as the Senior Vice President of Investor Relations and Strategic Finance at Shutterstock, Inc. from March 2015 until September 2016, where he oversaw all interaction with the investment community while leading the financial planning and analysis and corporate development functions. Prior to Shutterstock, Inc., Mr. Felenstein was at Discovery Communications, LLC (“Discovery”), from May 2008 to March 2015, serving in various management roles, including Executive Vice President of Investor Relations, where he was responsible for building and directing the investor relations function. At the same time, he was part of the executive team for several of Discovery’s businesses, including serving as the Chief Financial Officer of The Jones GroupDigital, Chief Financial Officer of US Network Revenue and Chief Financial Officer of Animal Planet, overseeing all financial activity and helping to drive the strategy for each operating unit. Prior to Discovery, he held senior positions at News Corporation, Viacom Inc., a leading global designer, marketer and wholesaler of over 25 brands, from July 2007 until the sale of the company to Sycamore Partners in April 2014. From April 2014 to August 2014, he continued to provide Senior Advisor services related to financial operations to The Jones Group Inc.Arthur Andersen LLC. Mr. McClain has served on the board of Nine West Holdings from April 2014 through October 2015, the board and audit committee of Lands’ End since May 2014 and as a trustee and a member of the audit and compensation committees of Seritage Growth Properties since June 2015. Mr. McClain has also held a number of roles at Avis Budget Group, Inc., formerly Cendant Corporation. He joined Cendant Corporation in September 1999, serving as the Senior Vice President, Finance & Corporate Controller until 2006. From July 2006 to 2007, Mr. McClain served as the Chief Accounting Officer of Avis and Chief Operating Officer of Cendant Finance Holdings. Mr. McClain previously held leadership roles at Sirius Satellite Radio Inc. and ITT Corporation. Mr. McClainFelenstein holds a B.S. in Accounting from LehighBinghamton University.

Noah Brodsky joined us as Chief Commercial Officer in May of 2022. Mr. Brodsky has built a more than 20-year career focused on inspirational travel experiences and premium guest service through a succession of sales, marketing and operating roles at leading global hospitality companies. He is a demonstrated leader in innovative marketing strategies, revenue growth and digital transformation. Most recently, Mr. Brodsky served as the President of the Travel + Leisure Group from January 2021 and Chief Brand Officer for Travel + Leisure Co. (formerly known as Wyndham Destinations) from June 2018 until April 2022. While at Wyndham, Mr. Brodsky served as EVP, Brand Strategy and Corporate Marketing of Wyndham Vacation Ownership and prior to that served as Senior Vice President, Worldwide Loyalty and Customer Engagement, for Wyndham Hotel Group, beginning in 2014. Previously, Mr. Brodsky served as Chief Experience Officer at WeWork from 2013 to 2014 and held leadership roles before that at Starwood Hotels and Resorts and Four Seasons Resorts. Mr. Brodsky holds a B.S. from Cornell University and an M.B.A. from Harvard Business School.
Dean (Trey) Byus III joined Lindbladus in 1993 as an Expedition Leader and since 2009 has served as Lindblad’s Chief Expedition Officer overseeing programming for Lindblad’s vessels.vessels in addition to serving on the Executive Management Team. Prior to 2009, Mr. Byus served as Lindblad’s Vice President of Operations and Program Development, Director of Field Staff & Expedition Technology and Director of Field Staff and Expedition Leader.Staff. Mr. Byus has worked in regions around the world and has extensive experience in managing Lindblad’s naturalists, historians, Expedition Leaders,expedition teams, vessel deployments and itineraries, R&D, pricing and marketing, as well as business development, including working with National Geographic. Mr. Byus holds a B.A. from the University of Washington.

Richard P. Fontaine

Benjamin L. Bressler joined Lindbladus in May 2016, in connection with our acquisition of Natural Habitat, Inc., as Chief Marketing Officerthe President of the company. Mr. Bressler founded Natural Habitat in July 2013,1985 and oversees all marketing and sales initiatives, including public relations, communications and corporate brand positioning efforts.has led the company since that time. Mr. FontaineBressler brings more than 25 yearsover three decades of experience in consumer-direct marketing for highly-regarded lifestyle medianature and merchandising brands. From February 1997 until July 2013,conservation travel. Mr. Fontaine served as SVP, Consumer Marketing for Martha Stewart Living Omnimedia, Inc. Previously, Mr. Fontaine served in product management/marketing roles at Time Inc./Sports Illustrated, and MBI, Inc./The Danbury Mint. Mr. FontaineBressler holds a B.A. in EconomicsGovernment from Cornell University.

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.


20
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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This compensation discussion and analysis describes the material elements of compensation awarded to, earned by, or paid to each of our named executive officers, whom we refer to as our “NEOs,” during 20152022 and describes our policies and decisions made with respect to the information contained in the following tables, related footnotes and narrative for 2015.2022. The NEOs are identified below in the table titled “Summary Compensation Table for 2015.2022.” In this compensation discussion and analysis, we also describe various actions regarding NEO compensation taken before or after 20152022 when we believe it enhances the understanding of our executive compensation program.

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.

Overview of Our Executive Compensation Philosophy and Design

We believe that a skilled, experienced and dedicated management team is essential to our future performance and to building stockholder value. We seek to establish competitive compensation programs that enable us to attract and retain executive officers with these qualities. The other objectives of our compensation programs for our executive officers are the following:

•
to motivate our executive officers to achieve and create stockholder value;

​
•
to attract and retain executive officers who we believe have the experience, temperament, talents, and convictions to contribute significantly to our future success; and

​
•
to align the economic interests of our executive officers with the interests of our stockholders.

In light

​
The Compensation Committee is focused on executive compensation being appropriate in amount and form. The Compensation Committee strives to align the interests of these objectives, we will seekour executive team with the interests of our stockholders by providing incentives based upon the achievement of performance levels in relation to reward our NEOs for creatingstrategic goals. Our Board of Directors and our Compensation Committee value forthe opinions of our stockholders and for loyalty and dedicationare committed to us.

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.

Oversight of Executive Compensation

Our compensation committeeCompensation Committee has primary responsibility for, among other things, determining our compensation philosophy, evaluating the performance of our executive officers, setting the compensation and other benefits of our executive officers, overseeing our response to the outcome of the advisory votes of stockholders on executive compensation, assessing the relative enterprise risk of our compensation program and administering our incentive compensation plans.

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.

Management and structures for executive

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,


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utilizing the elements discussed below.

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:

•
The provision of other services that the consultant provides to us;

​
•
The amount of fees received from us as a percentage of the consultant’s total revenue;

​
•
The consultant’s policies and procedures designed to prevent conflicts of interest;

​
•
Business or personal relationships of the consultant with our compensation committeeCompensation Committee members;

​
•
The amount of our stock owned by the consultant; and

​
•
Business or personal relationships of the consultant with our executive officers.

​
Mr. Bressler’s employment agreement provides for an annual cash bonus opportunity equal to 10% of Natural Habitat’s net profits (after giving effect to accrual or payment of such bonus), and an annual restricted stock unit award opportunity of $100,000 related to the management of the Land Experiences business segment. Accordingly, Mr. Bressler does not currently participate in the Company’s long-term or short-term incentive compensation plans described below. During 2022, Mr. Bressler earned a bonus of $1.2 million and $100,000 of restricted stock units in accordance with his employment agreement.
Elements of Executive Compensation

Our executive compensation program for our NEOs consists of the following elements:

•
Base salary;

​
•        Annual bonuses;


Short-term (annual) cash-based incentive compensation;
​
•        Equity awards;
Long-term incentive compensation in the form of equity; and

​
•
Retirement and other benefits.

​
Base Salary

We pay our NEOs a base salary to compensate them for services rendered and to provide them with a steady source of income for living expenses throughout the year. Generally, our compensation committeeCompensation Committee will set executive base salaries at levels comparable with those of executives in similar positions and with similar responsibilities at comparable companies. Base salaries will generally be reviewed annually by our compensation committee,Compensation Committee, subject to terms of employment agreements, and will adjust base salary amounts to realign such salaries with industry norms after taking into account individual responsibilities, performance and experience.

Annual Bonuses

The 2023 effective base salaries for our NEOs, as well as the percentage increase from the 2022 actual base salaries, if any, are as follows:
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%​​
​
(1)
The base salaries for Mr. Felenstein and Mr. Byus’ were previously reduced in 2020 due to the impact of COVID-19 pandemic, and frozen through February 2023, due to restrictions related to the now-terminated Main Street Loan Facility program.
​

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Short-Term (Annual) Cash-Based Incentive Compensation
We utilize annual cash incentive bonuses for executives to focus them on achieving key operational and financial objectives within a yearly time horizon. Near the beginning of each year, the Board, upon the recommendation of the compensation committee and subject to any applicable employment agreements, will determine performance parameters for appropriate executives. At the end of each year, the Board and compensation committee will determine the level of achievement for each corporate goal.

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
Discretionary
Cash Bonus

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.

2022 Short-Term (Annual) Cash-Based Incentive Compensation
For 2022, the Compensation Committee set the performance metric weightings as follows: Adjusted EBITDA (target $(25.7) million; weight 70%), Net Yield per Available Guest Night (target $801; weight 15%) and Guest Satisfaction (target 93.5%; weight 15%). The Compensation Committee set target award levels for each of our stockholders.

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​​
2023 Short-Term (Annual) Cash-Based Incentive Compensation
For 2023, the Compensation Committee set the performance metric weightings as follows: Adjusted EBITDA (70%), Net Yield per Available Guest Night (15%) and Guest Satisfaction (15%). The Compensation Committee set target award levels for each of our NEOs at a target level of 75% (as a percentage of base salary). For 2023, awards can be earned at a level of up to 150% of the target level if maximum performance goals are achieved and the minimum thresholds to earn awards are 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 has the 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.
Long-Term Incentive Compensation
We utilize equity-based incentive compensation in order to align compensation directly with the Lindblad merger, optionscreation of value to purchase sharesstockholders by rewarding performance and the achievement of Lindblad’s Class A commongoals important to the Company’s strategic objectives. We believe that such compensation attracts, motivates and helps retain executives. In 2022, our Compensation Committee approved awards of restricted stock held by Messrs. Rogersunits (“RSUs”) and Byus were converted into optionsa market-based award (“MSUs”) grant, to purchasekey employees, including our common stock.named executive officers, under our Long-Term Incentive Plans, each as described in more detail below:
2022 Long-Term Incentive Compensation
In February 2022, our Compensation Committee approved awards of RSUs and MSUs to key employees, including our named executive officers, under our 2021 Long-Term Incentive Plan (together with the 2015 Long-Term Incentive Plan, the “LTIP”), each as described in more detail below:

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RSUs.   The options were originally scheduled toRSUs are time vesting equity incentive awards that will vest in three equal annual installments, following the March 31, 2022 grant date, of grant and were adjusted in connection with the merger, with respect to vesting and exercisability, such that the converted options will vest and become exercisable as follows (subjectsubject to the executive’srecipient’s continued employment throughor service with us or our subsidiaries on the applicable vesting date):

•        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.

MSUs.   We have traditionally have granted performance-based stock units (“PSUs”) to our NEOs. The PSUs are typically performance-vesting equity incentive awards that are earned based on our annual performance against financial and performance metrics over a three-year time period.

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.

2023 Long-Term Incentive Compensation
In March 2023, our Compensation Committee approved awards of RSUs and PSUs to key employees, including our named executive officers, under our LTIP, each as described in more detail below:
RSUs.   The RSUs are time vesting equity incentive awards that will vest in annual installments, following the March 31, 2023 grant date, subject to the recipient’s continued employment or service with us or our subsidiaries on the applicable vesting date. Upon vesting, each RSU represents the right to receive 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 2023, RSU awards were awarded in the following amounts to our NEOs, with the number of RSUs determined based upon the closing price of our common stock on the March 31, 2023 grant date, which was $9.56: $287,500 (30,020 RSUs); Mr. Felenstein: $237,500 (24,843 RSUs); Mr. Brodsky: $225,000 (23,535 RSUs); and Mr. Byus: $175,000 (18,305 RSUs). The awards were granted on March 31, 2023 and will vest annually over three years on the anniversary of the grant, subject to continued service with us.
PSUs.   The PSUs are performance-vesting equity incentive awards that will be earned based on our annual performance against metrics relating to annual Adjusted EBITDA and annual revenue over a three-year time period. Each PSU is granted in tandem with a dividend equivalent right, which is subject to the same performance vesting terms as the underlying PSU to which it relates. Awards will vest after a three-year performance period. Performance shall be determined based on the Company’s level of achievement against the target goals for each fiscal year. The number of PSUs earned shall be equal to the target number of PSUs multiplied by the average of the payout percentages for each fiscal year. For 2023, the Compensation Committee set the performance metric weightings of Annual Adjusted EBITDA (75%) and Annual Revenue (25%) for each applicable fiscal year. In 2023, PSU awards were granted in the following amounts to our NEOs, with the number of shares determined based upon the closing price of our common stock the grant date: Mr. Berle: $287,500; Mr. Felenstein: $237,500; Mr. Brodsky: $225,000; and Mr. Byus: $175,000. The awards were granted on March 31, 2023, with the award amount determined based upon the closing price of our common stock on March 31, 2023, which was $9.56.

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Retirement and Other Benefits

We are strongly committed to encouraging all employees to save for retirement. To provide employees with the opportunity to save for retirement on a tax-deferred basis, we sponsor a 401(k) plan-plan pursuant to which we matched any employee contributions, including our NEOs, up to $1,800$2,400 in 2015.2022. We also provide certain other customary benefits to our employees, including our NEOs, which are intended to be part of a competitive compensation program. These benefits, which are offered to all full-time employees, include medical, dental, life and disability insurance as well as paid leave during the year. During 2015,
In order to increase their knowledge and understanding of our business and the related challenges that the business faces, we also paidencourage our employees, including our NEOs, and their families to experience our expeditions. To that end, employees and their family members are entitled to travel on expeditions at the per person variable land costs associated with the particular expedition. In addition to the land costs, the employee is responsible for an apartment for Mr. Rogers in New York City close toairfare, any shipboard purchases and crew gratuities.
Compensation on Termination of Employment
Each of our named executive officers to facilitate Mr. Roger’s commute to our office.

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.”

Policy on Hedging Transactions
It is the signing bonusCompany’s policy that, its officers and directors may not engage in hedging transactions if such hedging transactions permit an officer or director to us; (iii) an annual bonus opportunityown Company securities obtained through anemployee benefit plans or otherwise but without the full risks and rewards of ownership. Officers and directors may otherwise engage in hedging or monetization transactions that can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and private exchange funds.
Recoupment/Clawback Policies
The Sarbanes-Oxley Act of 2002 subjects 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 sharessale profits of our common stock vesting annually pro rata overCEO and CFO to forfeiture in the event of an accounting restatement resulting from any non-compliance, as a three-year period.

20

result of misconduct, with any financial reporting requirement under securities laws.


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Summary Compensation Table for 2015

The following table summarizes the compensation paid byearned in each of the last three completed fiscal years to our NEOs:

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

President and Chief

 

2014

 

$

648,960

 

$

2,050,000

 

 

$

—

 

$

24,589

 

$

2,723,549

Executive Officer

 

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

Chief Operating Officer,

 

2014

 

$

432,640

 

$

1,210,000

 

 

$

10,923,501

 

$

24,589

 

$

12,590,730

Vice President and

 

2013

 

$

416,000

 

$

400,000

 

 

$

—

 

$

21,517

 

$

837,517

Treasurer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John T. McClain(1)

 

2015

 

$

59,664

 

$

59,488

(7)

 

$

1,662,000

 

$

—

 

$

1,781,152

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dean (Trey) Byus III

 

2015

 

$

225,650

 

$

2,208,688

(8)

 

$

—

 

$

26,642

 

$

2,460,980

Chief Expedition Officer

 

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

Chief Marketing Officer

 

2014

 

$

286,000

 

$

57,000

 

 

$

—

 

$

24,139

 

$

367,139

 

 

2013

 

$

117,757

 

$

12,500

 

 

$

—

 

$

6,689

 

$

136,946

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark D. Ein(2)

 

2015

 

$

—

 

$

—

 

 

$

—

 

$

—

 

$

—

Former Chief

 

2014

 

$

—

 

$

—

 

 

$

—

 

$

—

 

$

—

Executive Officer

 

2013

 

$

—

 

$

—

 

 

$

—

 

$

—

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

L. Dyson Dryden(2)

 

2015

 

$

—

 

$

—

 

 

$

—

 

$

—

 

$

—

Former Chief

 

2014

 

$

—

 

$

—

 

 

$

—

 

$

—

 

$

—

Financial Officer

 

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​​
​
(1)     Mr. McClain became our Chief Financial Officer on November 10, 2015.

(2)     Messrs. Ein and Dryden served as our executive officers until our merger with Lindblad. No executive officer received compensation for services rendered

Due to us priorcircumstances related to our merger with Lindblad. Commencing on May 10, 2013, we began paying Venturehouse Group, LLC, an affiliate of Mr. Ein, a fee of $7,500 per month for providing us with office space and certain office and administrative services. We continued to pay this fee until the closingimpact of the merger with Lindblad. This arrangementCOVID-19 pandemic, 2020 base salary increases granted by the Compensation Committee for Messrs. Lindblad, Felenstein and Byus, were not instituted. Additionally, 2020 base salaries for Messrs. Felenstein and Byus were reduced by 20%, Messrs. Felenstein, Byus and Goodman’s salary was solelyfrozen for our benefit2021, and was not intendedMr. Lindblad declined a salary for a significant period of 2020 and for 2021. Similarly, due to providethe circumstances related to the impact of the COVID-19 pandemic, Mr. Ein compensation in lieu of a salary.

(3)     The amounts in this column representBressler reduced his annual salary for 2020 and 2021.

​
(2)
With respect to stock awards, the aggregate grant date fair value computedis measured based on the closing market value on the date of grant. Mr. Berle’s 2021, Mr. Brodsky’s 2022 and Mr. Goodman’s 2020 grants relate to their employment agreements. The 2020 grants for Messrs. Lindblad, Felenstein and Byus include a December 2020 incentive grant related to a restriction and freeze on executive salary for the period that the Company’s Main Street Loan was outstanding plus one year. Mr. Goodman’s 2021 grants include an incentive grant related to a restriction and freeze on executive salary for the period that the Company’s Main Street Loan was outstanding plus one year. Mr. Lindblad’s December 2020 incentive grant was forfeited in accordance with FASB ASC Topic 718.2021, when he stepped down as President and Chief Executive Officer. 60% of Messrs. Felenstein and Byus’s December 2020 incentive grant is being forfeited due to the repayment of the Main Street Loan. With respect to options, the calculated grant date fair value of Mr. Brodsky’s 2022 options were awarded in two grants at $8.18 and $7.27 per option, Mr. Berle’s 2021 options were $5.23 per option and Mr. Goodman’s 2020 options were $3.51 per option. Refer to Note 1213 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015. The modifications2022 for assumptions used to Messrs. Rogers’value equity awards.
​
(3)
Mr. Brodsky joined the Company on May 31, 2022. Mr. Brodsky’s 2022 bonus includes a $75,000 hiring bonus.
​
(4)
Mr. Goodman left the Company on May 13, 2022, and Byus’ 2014 stock option awards that were madeMr. Auerbach left the Company in 2015 did not result in any incremental accounting costs for the Company.

(4)     2020.

​

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(5)
The amounts in this column for 20152022 consist of the following for each executive:

 

 

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​​
​
(a)
Mr. Bressler receives a monthly vehicle allowance.
​
Pay Ratio
We have estimated the ratio between our Chief Executive Officer’s total compensation and the median annual total compensation of a $5,000,000 success feeall employees (except the Chief Executive Officer). In searching for the median employee, we considered taxable compensation totals in 2022. We identified the “Median Employee” based on the taxable compensation of all full-time, part-time, and temporary employees employed by us on December 31, 2022, then we calculated the Median Employee’s compensation under the Summary Compensation Table rules. Our Chief Executive Officer had annual total compensation of $1,635,303 and our Median Employee had annual total compensation of $66,416. Therefore, we estimate that our Chief Executive Officer’s annual total compensation for 2022 was paid by DVB and a discretionary bonus of $506,187.

(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.


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GRANTS OF PLAN BASED AWARDS DURING 2015

2022

The following table sets forth information about grants of plan basedplan-based awards to our NEOs during the year ended December 31, 2015.

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​​​
​
(1)
The amount shown represents the range of possible cash incentive awards that could have been earned under our 2022 Short-Term (Annual) Cash-Based Incentive Compensation plan. For additional information, see “Compensation Discussion and Analysis.”
​
(2)
The amounts shown represent the range of MSU stock awards that may be earned under our 2022 Long-Term Incentive Compensation Plan for performance during 2022 through 2025. For additional information, see “Compensation Discussion and Analysis.”
​
(3)
The amount represents RSUs granted under our 2022 Long-Term Incentive Compensation Plan. For additional information, see “Compensation Discussion and Analysis” and “Outstanding Equity Awards at 2022 Fiscal Year End” table.
​
(4)
Amount represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. ReferWith respect to Note 12stock awards, the grant date fair value is measured based on the closing market value on the date of our consolidated financial statements included in our Annual Report on Form 10-Kgrant. With respect to options, the calculated grant date fair value of Mr. Brodsky’s options were $8.18 per option for the year ended Decemberoptions granted May 31, 2015.

2022 and $7.27 per option for the options granted June 10, 2022.

​

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OUTSTANDING EQUITY AWARDS AT 20152022 FISCAL YEAR-END

The following table sets forth information about outstanding equity awards held on December 31, 20152022 by our NEOs.

 

 

Option Awards

 

 

Name

 

Number of Securities Underlying Unexercised Options Exercisable
(#)

 

Number of Securities Underlying Unexercised Options Unexercisable
(#)

 

Option
Exercise
Price

 

Option Expiration
Date

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​​
​
(1)     Messrs. Rogers and Byus were granted certain options to purchase shares
The amounts in this column have been computed based on the closing price of Lindblad’s Class Aour common stock of $7.70 on December 30, 2022 (the last business day of 2022). The actual value realized by the executive will depend on the market value of our common stock on the date that the awards vest and the actual number of shares that vest.
​
(2)
The shares vest as follows:
​
​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​
​
(3)
Represents PSUs and MSUs in an amount equal to the maximum possible awards available on December 11, 2014.31, 2022 under our 2021 long-term incentive compensation plan based on performance during 2020 through 2023. The PSUs are performance-vesting equity incentive awards that will be earned based on our annual performance against metrics relating to annual Adjusted EBITDA and annual revenue over a three-year time period. Awards will vest after a three-year performance period and may be earned a level ranging from 0% to 200% of the number of PSUs granted, depending on performance. Each PSU is granted in tandem with a dividend equivalent right, which is subject to the same performance vesting terms as the underlying PSU to which it relates. For 2020, the Compensation Committee set the performance metric weightings to the following: Adjusted EBITDA (75%) and revenue (25%) with the requirement to achieve at least 85% of target for Adjusted EBITDA and 90% of target for
​

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revenue. In connection2020, PSU awards were granted in the following amounts to our NEOs, with our merger with Lindblad, the options were converted into options to purchase an aggregatenumber of 3,821,696 shares determined based upon the closing price of our common stock.stock on March 31, 2020, which was $4.17, and June 30, 2020, which was $7.72: Mr. Felenstein: $103,000; and Mr. Byus: $70,811. As the performance targets for 2020, 2021 and 2022 were determined prior to the COVID-19 pandemic, actual 2020 and 2021 achievement was 0% of target and 2022 achievement is anticipated to be below target. The optionsMSUs 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. MSU awards will vest after a performance period and may be earned at a level ranging from 0% to 150% of the number of MSUs granted, depending on performance. In 2020, MSU awards were originally scheduledgranted to vest in three equal annual installments following the date of grant and were adjusted in connectionour NEOs, with the merger with Lindblad, with respectnumber of shares determined based upon the closing price of our common stock on September 30, 2020, which was $8.51: Mr. Felenstein: $206,002; and Mr. Byus; $141,623. The actual number of shares earned and to be issued shall be determined on their vesting dates, 50% on March 31, 2022 and exercisability, such50% on March 31, 2023. The MSUs that the converted options vest and become exercisable as follows (subjectvested on March 31, 2022 achieved 150% of performance.
(4)
Represents MSUs in an amount equal to the executive’s continued employment):

•        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.

​
(5)
Represents MSUs in an amount equal to the maximum possible awards available on December 31, 2017 if not exercised2022 under our 2021 long-term incentive compensation plan based on or before that date.

•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.”

​

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OPTION EXERCISES AND STOCK VESTED IN 2015

Our NEOs have not received any stock awards. 2022

The following table sets forth information about option exercises and restricted stock vesting for our NEOs in 2015.

 

 

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​​
​
(1)
The amounts in this column represent the aggregate of the difference between (i) the applicable market price of the shares of common stock acquired at exercise and the applicable exercise price of the options, multiplied by the number of shares underlying the options.
​
(2)
The amounts in this column represent the aggregate market value of the shares of common stock acquired upon vesting based on exercisethe closing price on the applicable vesting date or, if the market was closed on the vesting date, the last trading day that immediately preceded the vesting date.
​

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PAY VERSUS PERFORMANCE
The following table sets forth information about executive compensation, compensation paid and the Company’s performance.
​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)​​
​
(1)
Mr. Berle was the Principle Executive Officer (“PEO”) during 2022 and 2021, Mr. Lindblad was the PEO during 2021 and 2020. The Non-PEO NEOs for each year were Mr. Felenstein, Mr. Byus, Mr. Bressler and Mr. Goodman, and for 2022 only, Mr. Brodsky.
​
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the optionsCompany’s NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below.
​
(3)
Compensation Actually Paid reflects the exclusions and (ii)inclusions of certain amounts for the option exercise price.

(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)​​

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​​​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​​
​
(4)
Total Shareholder Return (TSR) is cumulative for the measurement periods beginning on December 31, 2019 and ending on the last day in FY 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K.
​
(5)
“Peer Group” represents the FTSE 100, which the Company has identified as its peer group for purposes of Item 402(v) and which is used by the Company for purposes of compliance with Item 201(e) of Regulation S-K.
​
(6)
We have determined that Adjusted EBITDA is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our named executive officers, for the most recently completed fiscal year, to company performance. A reconciliation of Adjusted EBITDA can be found in our Annual Report on Form 10-K.
​
Performance Measures Used to Link Company Performance and CAP.   The following is a list of performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the named executive officers for FY 2022. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our performance-based stock awards. Please see the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation.
•
Adjusted EBITDA
​
•
Net Yield
​
•
Stock Price
​

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Relationship between CAP and TSR.   The graph below illustrates the relationship between TSR and the Peer Group TSR as well as the relationship between CAP and TSR for the PEO and average Non-PEO NEOs.
[MISSING IMAGE: lc_paytsr-4clr.jpg]
Relationship between CAP and GAAP Net Income.   The graph below reflects the relationship between the PEO and average Non-PEO NEOs CAP and the Company’s Net Income for the applicable fiscal year.
[MISSING IMAGE: lc_paynetincome-4clr.jpg]

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Relationship between CAP and Adjusted EBITDA (our Company-Selected Measure).   The graph below reflects the relationship between the PEO and average Non-PEO NEOs CAP and the Company’s Adjusted EBITDA for the applicable fiscal year.
[MISSING IMAGE: lc_payebitda-4clr.jpg]
Agreements with Executive Officers

We have entered into agreements with certain of our NEOsexecutive officers as follows:

Sven-Olof Lindblad. In connection with our merger with Lindblad,

Dolf Berle.   On March 29, 2021 we entered into a non-competitionan employment agreement with Mr. Lindblad. Under this non-competition agreement,Berle, effective May 10, 2021, for an initial term through May 10, 2026, which renews automatically annually, pursuant to which he was provided with the following compensation arrangements: (i) an initial annual base salary of $575,000; (ii) an annual bonus opportunity through an incentive bonus program established by our Board of Directors or our Compensation Committee, with bonuses to be targeted at 75% of annual base salary; (iii) an annual equity incentive award to be targeted at 100% of annual base salary; (iv) a grant of stock options to purchase 1,000,000 shares of our common stock vesting annually pro rata over a five-year period, provided, that, if the fair market value of the Company’s common stock is greater than $18.00 per share on the date of grant, then Mr. LindbladBerle will be granted restricted stock units (“Substitute RSUs”) in lieu of a portion of the options to the extent necessary in order to bring the average per-share “exercise price” of the Executive’s Options and Substitute RSUs to $18.00 per share; provided, however, that if Mr. Berle’s employment terminates due to death, disability or without cause or due to his resignation for good reason, the portion of the restricted shares and the shares subject to the stock option scheduled to vest on the next regular anniversary vesting date shall vest; and (v) the anticipation that Mr. Berle, would purchase up to $1,000,000 of shares of the Company’s common stock in open market transactions no later than 180 days after the 2021 Annual Meeting (the “Purchased Shares”), and as soon as practicable following Mr. Berle’s purchase of the Purchased Shares (and not later than December 31, 2021), Mr. Berle would be granted a number of restricted stock units equal to the number of Purchased Shares (not to exceed $1,000,000 in value) (the “Purchased Shares RSUs”). The Purchased Shares RSUs were granted in 2021 and will vest in equal installments on the first five anniversaries.
In addition, if Mr. Berle’s employment is restricted, onterminated without cause or due to his resignation for good reason, he will be entitled to continuation of his annual base salary and payment or reimbursement of COBRA premiums for a worldwide basis, from providing servicestwelve-month period. Upon such termination or his death or disability, Mr. Berle will also be entitled to a competitorpro-rated portion of ours untilany annual bonus for the later to occuryear of (i) five years followingtermination. To receive these severance payments and benefits, Mr. Berle must execute a general release of claims. Mr. Berle will also be prohibited from competing with the closingCompany or soliciting the Company’s employees, customers or suppliers for a period of the merger with Lindblad, or (ii) two years following Mr. Lindblad’s termination of employment with us. Mr. Lindblad’s non-competition agreement also contains a prohibition against soliciting our personnel and customers for two years following his termination of employment.

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“Cause” is defined to mean, subject to us providing timely notice and the right to cure, (i) willful misconduct and mismanagement that is materially injurious to us; (ii) refusal in any material respect to carry out or comply with any lawful and reasonable directive of our Board of Directors consistent with the terms of the employment as well as customary confidentiality covenantsagreement; (iii) conviction, plea of no contest, or plea of nolo contendere for any felony; (iv) unlawful use (including being under the influence) or possession of illegal drugs on our (or any of our subsidiaries’) premises while performing duties and provisions addressing assignmentresponsibilities under the employment agreement; (v) commission of intellectual property rights.

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.

“Good reason” is defined to mean (i) a material diminution in base compensation, the budget that Mr. Berle oversees, or his authority, duties or responsibilities (including reporting relationships); (ii) a material change in geographic location where Mr. Berle must perform services; or (iii) any other action or inaction that constitutes a material breach of the employment agreement.
Dean (Trey) Byus III. In connection with our merger with Lindblad,III.   On September 4, 2018, we entered into newan amendment to the employment agreementsagreement with Messrs. Rogers andMr. Byus, that each have awhich (i) extended the term that began on the closing date of the merger (July 8, 2015) and ending on the third anniversary thereof (July 8, 2018). The agreements extend automatically for successive 12-monthemployment agreement until March 31, 2020, with automatic twelve-month renewal periods thereafter unless either party deliversprovides prior notice of non-renewal to the other no later than 60 days before the end of the then-current term. Mr. Rogers’ initial annual base salary was $450,000 and Mr. Byus’ initial annual base salary was $219,078, each subject to periodic review and adjustment. Each executive will havenon-renewal; (ii) provides for an annual target cash bonus opportunity that is not less than 150%equal to 75% of his base salary in 2018 (subject to adjustment by the Company’s Compensation Committee in future periods provided that such target cash bonus amount shall not be earned based on performance as determined by our Boardreduced to less than 65% of Directors.

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.

If we were to terminate the executive’sMr. Byus’s employment without “cause” (which​(which includes our non-extension of the term) or if the executivehe were to resign for good “reason” (each​(each a “Qualifying Termination”), the executiveMr. Byus will be entitled to, subject to his signing and not revoking a general release of claims, (i) severance payments equal to one times the sum of annual base salary plus average annual bonus over the preceding three-year period, payable over a 12-month12 month period in accordance with our customary payroll practices; (ii) a pro-rated bonus for the year of termination (based on actual performance for the fiscal year) and (iii) COBRA continuation coverage for 12 months after the termination date. In addition, any options that would have vested within the next 12 months following the termination date if the executive had remained employed will accelerate and vest upon termination.

If a Qualifying Termination occurs within one year after a change in control, or while we are party to a definitive agreement the consummation of which would result in a change in control, the employment agreements provideagreement provides that the executive will be entitled to, subject to his signing and not revoking a general release of claims and in lieu of the amounts above, (i) severance payments equal to two times the sum of annual base salary plus target annual bonus amount, payable over a 24-month period in accordance with our customary payroll practices; (ii) a pro-rated bonus for the year of termination (based on our actual performance for the fiscal year) and (iii) COBRA continuation coverage for 24 months after the termination date. In addition, any options that would have vested within the next 12 months following the termination date if the executive had remained employed will accelerate and vest upon termination.

The employment agreements containagreement contains mutual non-disparagement and customary confidentiality and assignment of inventions provisions. In addition, for 24 months following termination, the employment agreements prohibit

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.

Craig I. Felenstein.   In connection with his appointment as Chief Financial Officer, we entered into an employment agreement with Mr. Felenstein 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 $400,000; (ii) an annual bonus opportunity through an incentive bonus program established by our Board of Directors or our Compensation Committee, with bonuses to be targeted at 75% of annual base salary; (iii) an annual equity incentive award to be targeted at 100% of annual base salary; (iv) a grant of 40,000 restricted shares of our common stock vesting annually pro rata over a four-year period; and (v) a grant of stock options to purchase

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200,000 shares of our common stock vesting annually pro rata over a four-year period; provided, however, that (a) if Mr. Felenstein’s employment terminates due to death, disability or without cause or due to his resignation for good reason prior to the fourth anniversary of the effective date of the agreement, the portion of the restricted shares and the shares subject to the stock option scheduled to vest on the next regular anniversary vesting date shall vest; (b) upon a “change in control” ​(as defined in our Long-Term Incentive Plans), the value of any unvested restricted shares will be retained in Mr. Felenstein’s favor under comparable terms as he had prior to such change in control (which retention may be in the form of stock and/or cash); and (c) if Mr. Felenstein’s employment terminates without cause or due to his resignation for good reason within one year after a change in control, 100% of the restricted shares and the shares subject to the stock option (to the extent outstanding following such transaction) shall vest.
In addition, if Mr. Felenstein’s employment is terminated without cause or due to his resignation for good reason, he will be entitled to continuation of his annual base salary and payment or reimbursement of COBRA premiums for a twelve-month period if such termination occurs on or after the three-year anniversary of the effective date. Upon such termination or his death or disability, Mr. Felenstein will also be entitled to a pro-rated portion of any annual bonus for the year of termination. To receive these severance payments and benefits, Mr. Felenstein must execute a general release of claims. Mr. Felenstein will also be prohibited from competing with the Company or soliciting the Company’s 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 Mr. Berle.
Noah Brodsky.   In connection with his appointment as Chief Commercial Officer, we entered into an employment agreement with Mr. Brodsky for an initial term through May 31, 2026, which renews automatically annually, pursuant to which he was provided with the following compensation arrangements: (i) an initial annual base salary of $400,000; (ii) an annual bonus opportunity through an incentive bonus program established by our Board of Directors or our Compensation Committee, with bonuses to be targeted at 75% of annual base salary; (iii) an annual equity incentive award to be targeted at 100% of annual base salary; (iv) a grant valued at $1.75 million, 75% of which will be issued in options and 25% of which will be issued in Restricted Stock Units, each vesting annually pro rata over a four-year period commencing on the Effective Date under the Company’s 2021 LTIP; provided, however, that if Mr. Brodsky’s employment terminates without cause or due to his resignation for good reason within one year after a change in control, 100% of the restricted shares and the shares subject to the stock option (to the extent outstanding following such transaction) shall vest.
In addition, if Mr. Brodsky’s employment is terminated without cause or due to his resignation for good reason, he will be entitled to continuation of his annual base salary and payment or reimbursement of COBRA premiums for a twelve-month period. Upon such termination or his death or disability, Mr. Brodsky will also be entitled to a pro-rated portion of any annual bonus for the year of termination. To receive these severance payments and benefits, Mr. Brodsky must execute a general release of claims. Mr. Brodsky will also be prohibited from competing with the Company or soliciting the Company’s 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 Mr. Berle.
Benjamin L. Bressler.   In connection with the acquisition of Natural Habitat, we entered into an employment agreement with Mr. Bressler, amended May 2020 and December 2022, for a term extended through December 31, 2025, pursuant to which he was provided with the following compensation arrangements: (i) an initial annual base salary of $200,000; (ii) an annual cash bonus opportunity equal to 10% of Natural Habitat’s net profits (after giving effect to accrual or payment of such bonus) (the “Net Profit Bonus”); (iii) an equity incentive opportunity to earn an award of options based on the future financial performance of Natural Habitat. Specifically, as soon as practicable after December 31, 2025, we will calculate the Final Year Equity Value of Natural Habitat (as defined in the employment agreement) and if it exceeds $25 million, effective as of December 31, 2025, subject to his continued employment through that date, Mr. Bressler will be granted a number of options that will have a fair value (generally determined in accordance with applicable accounting standards) equal to 10.1% of such excess, with a one-time 50% early election as of December 31, 2023. Any such options will have a per-share exercise price equal to the fair market value of our common stock on the grant date and will be fully vested and exercisable as of the grant date. If our Board of Directors reasonably determines that issuing options would violate any applicable

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law or regulation or any applicable securities exchange listing standards or other requirements or the terms and conditions of our equity incentive plan then in effect, we may instead settle the equity incentive opportunity with a lump-sum cash payment equal to 10.1% of such excess; (iv) a managed business value equity incentive opportunity where Mr. Bressler shall also have an opportunity to earn a stock or cash award based on the future financial performance of the managed businesses; and (v) be eligible to participate in and may receive additional awards under any of Parent’s equity incentive award plans and programs as in effect from time to time, such awards will include an annual restricted stock unit award opportunity with a target annual award value of $100,000, which may be earned based on the business performance of the Managed Businesses. In addition, in the event Natural Habitat makes any dividend payment or other distribution to its stockholders during the period beginning on the closing date of the acquisition of Natural Habitat and ending on December 31, 2023, upon the occurrence of such dividend payment or other distribution, Mr. Bressler will be entitled to receive a supplementary compensatory cash payment equal to 10.1% of the aggregate dividend or distribution payment amount, subject to his continued employment through the date of payment.
The employment agreement also provides that, upon the termination of Mr. Bressler’s employment due to death or disability, subject to his signing and not revoking a general release of claims, he will be entitled to (i) a pro-rated portion of any Net Profit Bonus for the year of termination (based on Natural Habitat’s actual net profits for such year) and (ii) if such termination occurs prior to December 31, 2025, a lump sum cash payment equal to 10.1% of the Final Year Equity Value of Natural Habitat (determined in this circumstance as of the last day of the calendar quarter ending prior to the termination date) over $25.0 million (the “Equity Opportunity Payout”). The employment agreement also provides that, upon the termination of Mr. Bressler’s employment without cause or his resignation of employment for good reason, subject to his signing and not revoking a general release of claims, he will be entitled to (i) severance payments equal to one times his annual base salary, (ii) any Net Profit Bonus for the year of termination (based on Natural Habitat’s actual net profits for such year) and (iii) if such termination occurs prior to December 31, 2025, the Equity Opportunity Payout.
The employment agreement contains confidentiality and assignment of inventions provisions for the benefit of us, Natural Habitat and their direct and indirect subsidiaries and prohibits Mr. Bressler from competing with, or soliciting the employees of, us, Natural Habitat and their direct and indirect subsidiaries, for a period of two years following his termination.
In addition, Mr. Bressler’s remaining 19.9% ownership interest in Natural Habitat is subject to an arrangement providing for put/call rights that generally cannot be exercised, with certain exceptions, until 2025.
“Cause” is defined in the employment agreements to mean, subject to us providing timely notice and the executive’s right to cure, the executive’s (i) willful misconduct and mismanagement that is materially injurious to us;Natural Habitat; (ii) refusal in any material respect to carry out or comply with any lawful and reasonable directive of the Natural Habitat Board of Directors or our Board of Directors consistent with the terms of the employment agreement; (iii) conviction, plea of no contest, or plea of nolo contendere for any felony; (iv) unlawful use (including being under the influence) or possession of illegal drugs on our (or any of our subsidiaries’) premises while performing executive’s duties and responsibilities under the employment agreement; (v) commission of an 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.illness). Action or inaction is only “willful” if done or omitted by the executive without the good faith belief that such action or inaction is in ourthe best interests.

interests of Natural Habitat.

“Good reason” is defined in the employment agreementsagreement to mean (i) a material diminution in executive’s base compensation or the formula for determining Net Profit Bonus from the highest level in effect during the term, the budget that the executiveMr. Bressler oversees, or the executive’shis authority, duties or responsibilities (including reporting relationships); (ii) a material change in geographic location where the executivehe must perform services; or (iii) any other action or inaction that constitutes a material breach of the executive’s employment agreement.

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.


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ESTIMATED ADDITIONAL COMPENSATION TRIGGERED BY TERMINATION OF
EMPLOYMENT IF TERMINATED ON THE LAST BUSINESS DAY OF 2015

2022

The following table illustrates the additional compensation that we estimate would be payable to each of our NEOs on termination of employment under each of the circumstances described above, assuming the termination occurred on December 31, 2015.2022. The amounts shown are estimates and do not necessarily reflect the actual amounts that these individuals would receive on termination of employment.

Termination Without Cause or for Good Reason Without a Change in Control:

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​​
Termination Without Cause or for Good Reason in connection with a Change in Control:

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​​
​
(1)     Amounts represent the sum
Amount represents twelve months of (i) one times annual base salary and (ii) averagethe annual bonus amount actually paid for the years ended December 31, 2015, 2014 and 2013 (excluding the special retention bonus in December 2014).

2022 fiscal year.

​
(2)
Amount represents the sum of (i) one times annual base salarysalary; (ii) average annual bonus for the years ended December 30, 2022, 2021 and (ii) an2020; and (iii) the annual bonus amount equal to 75% of his base salary.

actually paid for the 2022 fiscal year.

​
(3)     Amounts
Amount shown represent the product of (i) the number of shares underlying stock options that would have vested during the 12 months following a termination and (ii) the excess, if any, of the closing price per share of our common stock on December 31, 2015 of $11.11 and the exercise price per share of such options.

(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.

​
(4)
Amount shown represents (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 30, 2022 of $7.70 and the exercise price per share of such options, plus (b) the market value of 40% of the unvested RSUs at the December 30, 2022 closing share price of $7.70.
​
(5)
Amounts representrepresents the market value of 100% of the unvested options at the December 30, 2022 closing share price of $7.70.
​
(6)
Amount represents the value of COBRA continuation coverage for a period of 12 months.
​
(7)
Amount represents the value of COBRA continuation coverage for a period of 18 months.
​
(8)
Amount represents the sum of (i) two times the sum of annual base salary and target bonus; and (ii) the annual bonus amount actually paid for the 2022 fiscal year.
​
(9)
Amount shown represents the sum of the market value of 100% of the unvested RSUs at the December 30, 2022 closing share price of $7.70.
​
(10)
Amount shown represents 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 30, 2022 of $7.70 and the exercise price per share of such options.
​
(11)
Amount represents the value of COBRA continuation coverage for a period of 24 months.

​
(12)
Amount represents the sum of (i) annual base salary, (ii) the annual bonus amount actually paid for the 2022 fiscal year and (iii) Company Value Increase amount as defined per the employment acquisition agreement.
​

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Compensation Policies and Practices and Risk Management

The compensation committeeCompensation Committee considers, in establishing and reviewing our compensation philosophy and programs, whether such programs encourage unnecessary or excessive risk taking. Base salaries are fixed in amount and consequently the compensation committeeCompensation Committee does not see them as encouraging risk taking. We also provide

25

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.

The compensation committeeCompensation Committee believes that our compensation philosophy and programs will encourage employees to strive to achieve both short- andshort-and long-term goals that are important to our success and building stockholder’s value, without promoting unnecessary or excessive risk taking. The compensation committeeCompensation Committee has concluded that our compensation philosophy and practices are not reasonably likely to have a material adverse effect on us.

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, no member of our compensation committee was our current or former employee, except for Mark D. Ein, who previouslyCompensation Committee served as one of our Chief Executive Officer, Treasurer and Secretary prior toemployees. No member of our merger with Lindblad, and L. Dyson Dryden, who previously served as our Chief Financial Officer prior to our merger with Lindblad, neither of whom received compensation for their service as our executive officer. Each of Messrs. Ein and DrydenCompensation Committee entered into a related party transactionstransaction with us prior to our merger with Lindblad as described below under “Certain Relationships and Related Party Transactions.”

during fiscal year 2022.

No interlocking relationships exist between our Board of Directors or our compensation committeeCompensation Committee and the board of directors or the compensation committeeCompensation Committee of any other entity. None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or our compensation committee.

Compensation Committee.

Compensation Committee Report

Our compensation committeeCompensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” contained in this proxy statement with management. Based on our compensation committee’sCompensation Committee’s review and discussions with management, our compensation committeeCompensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

John M. Fahey (Chair)

Elliott Bisnow
L. Dyson Dryden

Mark D. Ein

26


Catherine B. Reynolds


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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Person Policy

Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests,interest, except under guidelines approved by the Board of Directors (or the audit committee)Audit Committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

Our audit committee,Audit Committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. The audit committeeAudit Committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director may participate in the approval of any transaction in which he is a related party, but that director is required to provide the audit committeeAudit Committee with all material information concerning the transaction. Additionally, we require each of our directors and executive officers to complete an annual directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

Related PersonParty Transactions

Other than as described below, since January 1, 2015, the Company has2022, we have not entered into, and there are no currently proposed, related party transactions.

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.

The son of Sven-Olof Lindblad, our President and Chief Executive Officer, isBoard of Directors Co-Chair, was employed by the Companyus as Director of Global Business Development. In 2015,Development through August 2022. During 2022, he received an aggregate compensation of $277,548,$244,126, inclusive of salary and bonuses.

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bonus.


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TABLE OF CONTENTS​

PROPOSAL NO. 2
ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION

We are asking stockholders to approve an advisory resolution on our 20152022 executive compensation as reported in this proxy statement.

We urge stockholders to read the “Executive Compensation” section beginning on page 1718 of this proxy statement, as well as the Compensation Discussion and Analysis, the Summary Compensation Table and other related compensation tables and narrative in this proxy statement, which provide detailed information on the compensation of our NEOs.

In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as a matter of good corporate governance, we are asking stockholders to approve the following advisory resolution:

RESOLVED, that the stockholders of Lindblad Expeditions Holdings, Inc. (the “Company”) approve, on an advisory basis, the 20152022 compensation of the Company’s named executive officers disclosed in the Executive Compensation section and the related compensation tables, notes and narrative in the Proxy Statement for the Company’s 20162023 Annual Meeting of Stockholders.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board of Directors. Although non-binding, the Board and compensation committeeCompensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program.

Our Board of Directors recommends a vote FOR the approval of the advisory
resolution on executive compensation.

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TABLE OF CONTENTS​

PROPOSAL NO. 3
THE RATIFICATION OF THE APPOINTMENT OF
THE COMPANY’SCOMPANY’S INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FOR
FISCAL YEAR 2016

2023

The audit committee hasAudit Committee of the Board of Directors appointed MarcumErnst & Young LLP to serve as ourLindblad’s independent registered certified public accounting firm for the fiscal year 2016ending December 31, 2023 and hasas further directed that the selection of MarcumErnst & Young LLP be submitted to a vote of stockholders at the annual meeting for ratification.

In selecting MarcumErnst & Young LLP to be our independent registered public accounting firm for 2016,2023, our audit committeeAudit Committee considered the results from its review of MarcumErnst & Young LLP’s independence, including (i) all relationships between MarcumErnst & Young LLP and our Company and any disclosed relationships or services that may impact MarcumErnst & Young LLP’s objectivity and independence; (ii) MarcumErnst & Young LLP’s performance and qualification as an independent registered public accounting firm; and (iii) the fact that the MarcumErnst & Young LLP engagement audit partner is rotated on a regular basis as required by applicable laws and regulations.

Our audit committeeAudit Committee charter does not require that our stockholders ratify the selection of MarcumErnst & Young LLP as our independent registered public accounting firm. We are doing so because we believe it is a matter of good corporate governance practice. If our stockholders do not ratify the selection, our audit committeeAudit Committee may reconsider whether to retain MarcumErnst & Young LLP, but still may retain the firm. Even if the selection is ratified, our audit committee,Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of us and our stockholders.

Representatives of MarcumErnst & Young LLP are expected to attend the annual meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

Our Board of Directors recommends a vote FOR the ratification of the appointment of
Marcum Ernst & Young LLP as our independent registered certified public accounting firm for the fiscal year 2016.
2023. If the appointment is not ratified, our audit committeeAudit Committee will consider whether it should select another
independent registered certified public accounting firm.

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PROPOSAL NO. 4
2016 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.

36

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:

 

 

 

 

 

 

 

Sven-Olof Lindblad, President and Chief Executive Officer

 

$

—

 

 

—

 

Ian T. Rogers, Chief Operating Officer, Vice President and Treasurer

 

$

—

 

 

—

 

John T. McClain, Chief Financial Officer

 

$

—

 

 

—

 

Dean (Trey) Byus III, Chief Expedition Officer

 

$

—

 

 

—

 

Richard P. Fontaine, Chief Marketing Officer

 

$

—

 

 

—

 

Mark D. Ein, Former Chief Executive Officer

 

$

—

 

 

—

 

L. Dyson Dryden, Former Chief Financial Officer

 

$

—

 

 

—

 

All Current Executive Officers as a Group (6 persons):

 

$

—

 

 

—

 

All Current Non‒Executive Directors as a Group (7 persons including
Mr. Ein and Mr. Dryden):

 

$

—

 

 

—

 

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 CEO
Share Allocation Plan Proposal.

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INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM FEES AND SERVICES

The following table provides information relating to the fees billed to us by Ernst & Young LLP for the year ended December 31, 2022 and Marcum LLP for the years ended December 31, 20152022 and 2014:

 

 

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​​
​
(1)
Audit fees consists of fees for professional services for the audit of our consolidated financial statements included in our annual reportAnnual Report on Form 10-K and review of our condensed financial information included in our quarterly filings on Form 10-Q, including all services required to comply with the standards of the Public Company Accounting Oversight Board (United States), and fees associated with performing the integrated audit of internal controls over financial reporting (Sarbanes-Oxley Section 404 work). Lindblad incurred audit fees of $82,400 from
​
(2)
Fees paid to our prior auditors, Marcum LLP, in connectionrelated to auditor’s consent to use their 2021 audit report.
​
(3)
These consist of fees related to professional services associated with the audit of Lindblad’s financial statementsCompany’s 2021 Form S-8 filing with the Securities and Exchange Commission.
​
(4)
2021 fees are related to the Company’s prior to our merger.

(2)     Audit-related fees consist of professional services in connection with our merger with Lindblad.

auditors, Marcum LLP.

​
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services

The audit committee,Audit Committee, in accordance with its charter, must pre-approve all non-audit services provided by our independent registered public accountants. The audit committeeAudit Committee generally pre-approves specified seriesservices in the defined categories of audit services, audit related services and tax services up to specified amounts. Pre-approval may also be given as part of our audit committee’sAudit Committee’s approval of the scope of the engagement of the independent registered public accountants or on an individual, explicit case-by-case basis before the independent auditor is engaged to provide each service.

All of the audit and non-audit related services provided by Ernst & Young LLP to us in 2022 were approved by the Audit Committee by means of specific pre-approvals or otherwise in accordance with the Audit Committee Charter.
Change in Independent Registered Public Accounting Firm
On March 9, 2022, our Audit Committee notified Marcum LLP (“Marcum”), our prior independent registered public accounting firm, that it would be dismissed from that position effective immediately. The audit committee has considered whetherreports of Marcum on our consolidated financial statements as of December 31, 2021 and 2020 and for the provisionyears ended December 31, 2021, 2020 and 2019 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During our two most recent fiscal years ended December 31, 2021 and December 31, 2020, and the interim period through March 9, 2022, there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between us and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Marcum’s satisfaction, would have caused Marcum to make reference to the subject matter of the servicesdisagreements in connection with its reports on our consolidated financial statements for such years. Other reportable events under Regulation S-K Item 304(a)(1)(v): Marcum’s report on the effectiveness of internal control over financial reporting as of December 31, 2020 indicated that we did not maintain effective internal control over financial reporting as of December 31, 2020, because of the effect of a material weakness related to the audit of the financial statements acknowledged in the table above was compatible with maintaining the independence of Marcum LLP’sclose and is of the opinion that the provision of these services was compatible with maintaining Marcum LLP’s independence.

39

reporting process.


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AUDIT COMMITTEE REPORT

The audit committeeAudit Committee has reviewed and discussed the audited financial statements with management, which has represented that the financial statements were prepared in accordance with accounting principles generally accepted in the United States. The audit committeeAudit Committee discussed with management the quality and acceptability of the accounting principles employed, including all critical accounting policies used in the preparation of the financial statements and related notes, the reasonableness of judgments made, and the clarity of the disclosures included in the statements.

The audit committeeAudit Committee also reviewed our consolidated financial statements for fiscal 2015year 2022 with MarcumErnst & Young LLP, our independent auditors for fiscal 2015,year 2022, who are responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States. The Board of DirectorsAudit Committee has discussed with MarcumErnst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended.

The audit committeeAudit Committee has received the written disclosures and the letter from MarcumErnst & Young LLP mandated by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Board of DirectorsAudit Committee concerning independence and has discussed with MarcumErnst & Young LLP its independence and has considered whether the provision of non-audit services provided by MarcumErnst & Young LLP is compatible with maintaining MarcumErnst & Young LLP’s independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors recommended that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 20152022 for filing with the Securities and Exchange Commission. The Board of Directors has selected Marcum LLP as our independent auditor for 2016.

This report is submitted by the members of the audit committeeAudit Committee of the Board of Directors:

L. Dyson Dryden (Chair)
Paul J. Brown

Mark D. Ein

40


Catherine B. Reynolds


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STOCKHOLDER PROPOSALS FOR THE 20172024 MEETING

Our bylaws provide that, for matters to be properly brought before an annual meeting, business must be either (i) specified in the notice of annual meeting (or any supplement or amendment thereto) given by or at the direction of the Board of Directors, (ii) otherwise brought before the annual meeting by or at the direction of the Board of Directors, or (iii) otherwise properly brought before the annual meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to our Secretary.

Stockholder proposals intended for inclusion in our proxy statement relating to the next annual meeting in 20172024 must be received by us no later than December 16, 2016.19, 2023. Any such proposal must comply with Rule 14a-8 of Regulation 14A of the proxy rules of the Securities and Exchange Commission.

Notice to us of a stockholder proposal submitted otherwise than pursuant to Rule 14a-8 also will be considered untimely if received at our principal executive offices other than during the time period set forth below and will not be placed on the agenda for the meeting. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to our Secretary at 96 Morton Street, 9th9th Floor, New York, NY 10014. To be timely, a stockholder’s notice shall be delivered to, or made anyand received by, the Secretary at our principal executive offices not later than the close of business on the sixtieth (60th)(60th) day nor earlier than the close of business on the ninetieth (90th)(90th) day prior to the annual meeting; provided, however, that in the event that less than seventy (70) days’ notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th)(10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs.

OTHER MATTERS

The Board knows of no matter to be brought before the annual meeting other than the matters identified in this proxy statement. However, if any other matter properly comes before the annual meeting or any adjournment of the meeting, it is the intention of the persons named in the proxy solicited by the Board to vote the shares represented by them in accordance with their best judgment.

41

ANNEX A


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[MISSING IMAGE: px_meeting-bw.jpg]
LINDBLAD EXPEDITIONS HOLDINGS, INC.Annual Meeting of Stockholders June 1, 2023 10:00 AM EDTVirtual MeetingThis proxy is solicited by the Board of DirectorsThe stockholder(s) hereby appoint Dolf Berle and Craig I. Felenstein, and each or any of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of LINDBLAD EXPEDITIONS HOLDINGS, INC.

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

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The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company and its Subsidiaries make no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company and its Subsidiaries will have no obligation under this Section 8(f) or otherwise to

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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

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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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virtual Annual Meeting
0001512499 3 2022-01-01 2022-12-31