DEF 14A of Lindblad Expeditions Holdings, Inc., Apr 25, 2024

DEF 14A of Lindblad Expeditions Holdings, Inc.

Filed Apr 25, 2024 · FY20230001104659-24-051954

Open on EDGAR

  1. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS

  2. General

    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 ten. Currently, there are four directors in Class A (Bernard W. Aronson, Elliott Bisnow, Alexander P. Schultz and Thomas S. (Tad) Smith), three directors in Class B (L. Dyson Dryden, John M. Fahey and Catherine B. Reynolds) and three directors in Class C (Mark D. Ein, Pamela O. Kaufman and Sven-Olof Lindblad). At the Annual Meeting, the term of our Class C directors will expire. At the Annual Meeting, our stockholders will vote to elect Messrs. Ein and Lindblad and Ms. Kaufman, a newly appointed director, as Class C directors to serve until our 2027 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. Ein, Lindblad and Ms. Kaufman 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. The following sets forth certain information, as of April 8, 2024, about each of the Board’s nominees for election at the Annual Meeting and each of our directors whose term will continue after our Annual Meeting.

  3. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting

  4. Class C Directors — Terms Expiring 2024 (2027 if re-elected)

    Class C Directors — Terms Expiring 2024 (2027 if re-elected) Mark D. Ein, age 59, 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 Chief Executive Officer of investment firms Capitol Investment Corp, Leland Investment Corp and Venturehouse Group that 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). Previously, Mr. Ein served as vice-chairman on the board of Cision, from July 2017 to February 2020, and on the board of Doma Holdings, Inc. from May 2021 to January 2023. In February, 2023, Mr. Ein was nominated by President Biden to be Chairman of his President’s Export Council. In July 2023, Mr. Ein was one of the founding partners that helped lead the acquisition of the Washington Commanders NFL franchise. Mr. Ein is also the Founder and Owner of MDE Sports, which owns the Mubadala Citi DC Open tennis tournament in Washington, D.C. (the world’s first and only combined ATP/WTA 500 tennis tournament) and the Washington City Paper, the renowned local media company serving the Washington, D.C. metropolitan area since 1981. 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 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. Pamela O. Kaufman, age 60, has served as a Director since March 2024. Ms. Kaufman currently serves as the President and Chief Executive Officer of International Markets, Global Consumer Products & Experiences for Paramount, one of the world’s largest entertainment companies, since 2022. Ms. Kaufman is responsible for leading the continued globalization of Paramount’s operations, driving growth of the company’s international business which includes an expansive streaming portfolio, free-to-air broadcast networks in four countries, and an extensive suite of iconic brands including Nickelodeon and MTV. Under Ms. Kaufman’s leadership, the company has expanded Paramount+ globally, with the service now streaming in 45 markets, and has continued to expand Pluto TV, which is live in more than 35 territories. Ms. Kaufman also oversees the Global Consumer Products and Experiences organization, representing well over $6 billion in worldwide retail revenue. The organization covers a diverse slate of franchises, brands, and content from across the Paramount portfolio including Mean Girls, PAW Patrol, South Park, SpongeBob SquarePants, Star Trek, Teenage Mutant Ninja Turtles, Top Gun, and Yellowstone, among others. Ms. Kaufman’s oversight includes worldwide product merchandising and licensing as well as business development, marketing, franchise planning, creative strategy, retail sales and consumer insights. In addition, Ms. Kaufman’s purview includes key brand extensions like Gaming, Themed Entertainment including live tours, theme parks, and hotels, including the award-winning Nickelodeon Hotels & Resorts in Riviera Maya and Punta Cana. Under Ms. Kaufman’s leadership, the Paramount Consumer Products team established a Diversity, Equity & Inclusion initiative, focusing on People & Culture, to build meaningful connections and start brave conversations across Paramount’s partnerships, products, and the industry as a whole. She also launched Paramount’s Impact Series, an ongoing initiative to better equip employees with the tools they need to support gender equity in the workplace and beyond. Ms. Kaufman is the Executive Sponsor of Paramount’s Women+ Employee Resource Group (ERG), where she champions women and allies of all levels across the company, by serving as a liaison between this group and the company’s Senior Leadership Team to scale inclusivity efforts across the organization. Ms. Kaufman is a member of the Board of Directors of the Rock and Roll Hall of Fame Foundation, and, as a passionate advocate for women and families, serves on the board of the Pace Women’s Justice Center. Ms. Kaufman also joined the board of Stella McCartney Ltd. in 2022. Most recently, Ms. Kaufman was inducted into the Licensing International Hall of Fame in 2023 and landed on the Variety Dealmakers Impact Report in 2022. She has received many other awards and accolades throughout her career, including the Wonder Women Mentorship Award from Women in Toys in 2019. Ms. Kaufman earned her Bachelor of Arts in Public Communication from The American University in Washington D.C. In addition, she was awarded an Honorary Doctorate of Humanities in 2019, when she delivered the Commencement address for The American University School of Communications. We consider Ms. Kaufman well-qualified to serve as a member of the Board due to her consumer products background, business development experiences and her business leadership.

  5. Class C Directors — Terms Expiring 2024 (2027 if re-elected)

    Sven-Olof Lindblad, age 73, founded Lindblad and had been its President and Chief Executive Officer since its inception through May 2021, before returning to the role in July 2023. Mr. Lindblad has served as our Director since July 2015 and was Co-Chair of the Board from March 2021 through July 2023. Mr. Lindblad’s travel background and familiarity with adventure travel and wildlife dates back to his childhood and traveling 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. His commitment to environmentally responsible travel and ocean advocacy drives the company’s innovation and leadership in the expedition travel category. He is an honorary member of the General Assembly of the Charles Darwin Foundation for the Galapagos Islands; serves on the Board of The Safina Center, and on the Board of Trustees of RARE; is a founding member of the non-profit, Ocean Elders, and serves on the Board of Advisors for Pristine Seas, and previously served on the National Geographic Society’s International Council of Advisors. We consider Mr. Lindblad well-qualified to serve as a member of the Board due to his extensive expedition travel and experience, his business leadership, public company and operational experience RECOMMENDATION OF THE BOARD: The Board of Directors recommends a vote FOR each of the above director nominees.

  6. Directors Continuing in Office

    Directors Continuing in Office

  7. Class A Directors — Terms Expiring 2025

    Class A Directors — Terms Expiring 2025 Bernard W. Aronson, age 77, 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 38, has served as a Director since December 2017. Mr. Bisnow is a prominent American entrepreneur who has founded multiple businesses in a career that has spanned 20 years. Mr. Bisnow is best known as the founder of the events company Summit Series and as an early investor in house-hold names like Uber, Coinbase, and Warby Parker. From 2013 to 2023, Mr. Bisnow was a co-owner of Powder Mountain, America’s largest ski resort, until its sale. In 2006, Mr. Bisnow co-founded Bisnow Media with his father, Mark Bisnow. Over the next decade, the company transformed into the largest commercial real estate media and events business in North America and sold the company in 2016. Mr. Bisnow’s insights and experiences are also shared in his book, “Make No Small Plans,” offering valuable lessons and strategies for aspiring entrepreneurs. 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 41, 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 an 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 58, has served as a Director since March 2020. Mr. Smith is currently the Managing Member of Durable Money LLC, a private investment and advisory firm, which he has co-owned and operated since March 2020. Since June 2023, he has also been a general partner of 1RoundTable Partners, a global growth equity firm that invests in and nourishes companies deploying blockchain technologies in innovative ways to create value, as well as a partner in 10T Holdings, and other predecessor funds. Since September 2023, he has also served as Chairman of the Board of The Fine Art Group, the leading art advisory and art financing firm based in London. Prior to these roles, Mr. Smith served as the Chief Executive Officer of a privately owned home care company called The Key. The company, which he served from November 2020 until July 2023, provides a suite of private pay services to the elderly that make it possible for them to live safely and independently in their own homes throughout the United States, Canada and Australia. 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 real estate tech company, DOMA. Prior to that, Mr. Smith was the President and Chief Executive Officer of the NYSE-listed global auction house Sotheby’s, serving from March 2015 through October 2019, when he successfully digitized, expanded, modernized, and then sold the company in a multibillion dollar transaction. From February 2014 to March 2015, Mr. Smith was President and Chief Executive Officer of The Madison Square Garden Company, a publicly-traded, diversified cable media, live entertainment, and sports company that included the New York Knicks and the New York Rangers. From 2009 to 2014, Mr. Smith served as President, Local Media (later adding responsibility for Cablevision Media Sales), of the New York metro area 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. In that capacity, he oversaw and digitized more than 100 magazines and data businesses including Variety, Interior Design, Publishers Weekly, Broadcasting & Cable, and the like. Since 1999, he has served as an adjunct professor at the Stern School of Business at New York University, where he teaches a highly rated finance and strategy class to MBAs. 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 a board member of Futureverse and Doodles and Qredo and Blockworks as well as a board observer of Candy Digital: all companies in which his 1RoundTable Partners or 10T Holdings has an interest. Finally, he is a board member of Julien’s Auction House in Los Angeles. Mr. Smith serves on the board of governors of the Alzheimer’s Drug Discovery Foundation, the Palm Beach Civic Association, and the Preservation Foundation of Palm Beach. He serves on the advisory board of the Hospital for Special Surgery and the Chairman’s Council of the Norton Museum of Art. He is a member of the Council on Foreign Relations and also the YPO Palm Beach Gold Chapter as well as La Confrerie des Chevaliers du Tastevin of Palm Beach. 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.

  8. Class B Directors — Terms Expiring 2026

    Class B Directors — Terms Expiring 2026 L. Dyson Dryden, age 48, has served as a Director since March 2013, and previously served as our Chief Financial Officer prior to our business combination with Lindblad Expeditions, Inc. in July 2015. Mr. Dryden has served as a Managing Partner of Black Diamond Financial, LLC since February 2013. He is also founder of Dryden Capital Management, a private investment firm that invests in and builds private companies, and has served as its President since March 2013. 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. In 2018, he co-founded Washington E-Sports Ventures and currently serves on its Board. Mr. Dryden has served as President, Chief Financial Officer and a director of Capitol Investment Corp. V from May 2017 until the completion of its $3 billion business combination with Doma in July 2021. Mr. Dryden served as President, Chief Financial Officer and a director of Capitol Investment Corp. IV from July 2017 until the completion of its $1.1 billion business combination with Nesco in July 2019 and served as Co-Chairman of Nesco Holdings, Inc. until the April 2021 closing of the $1.5 billion acquisition of Custom One Truck Source. From July 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. 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 global investment bank. From 1998 to 2000, Mr. Dryden worked in the investment banking group at BB&T Corporation. Mr. Dryden serves on the Board of Trustees for The Johns Hopkins Hospital and Calvert School. He holds a B.S. in Business Administration with a dual concentration in finance and management from the University of Richmond. 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 72, has served as a Director since July 2015. Mr. Fahey served as Chairman of the National Geographic Society from January 2011 to February 2016, where he was also Chief Executive Officer from March 1998 to December 2013 and President 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. Mr. Fahey joined National Geographic in April 1996, as the first President and Chief Executive Officer of National Geographic Ventures. Prior to that, he was Chairman, President and Chief Executive Officer of Time Life Inc., a wholly-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. Mr. Fahey is Vice-Chair of the Smithsonian Institution’s Board of Regents. He also serves on the board of Johnson Outdoors Inc., where he is the Vice Chair and Lead 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 66, has served as a Director since May 2016. Mrs. Reynolds is a founder of EduCap Inc., which 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 was Chair of the board of directors of Lyndra Therapeutics from 2017 to 2023. Mrs. Reynolds is co-founder and Chief Executive Officer 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.

  9. Director Compensation

    Director Compensation Our non-employee director compensation for 2023 included annual cash fees of $55,000 for each non-employee director, additional $40,000 of cash compensation for the Chair of the Board, $15,000 for the Audit Committee Chair, $10,000 for the Chairs of the other committees and an annual grant of $85,000 in shares of one year vesting restricted stock. Our 2023 annual restricted stock grant was made in August 2023, with the awards resulting in 8,276 restricted shares per director that vest in August 2024, 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. For 2024, director compensation will increase to annual cash fees of $70,000 for each non-employee director, additional $80,000 of cash compensation for Chair of the Board, $25,000 for the Audit Committee Chair, $20,000 for the Compensation Committee Chair, $17,500 for the Nomination Committee Chair and an annual grant of $110,000 in restricted stock. In order to increase their knowledge and understanding of our business and the related challenges that the business faces, we encourage our non-employee Board members and their families to experience our expeditions. Under the Directors Expedition Policy, a Board member is entitled to take 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 director’s family members will be charged a rate equal to the Company’s cost for the expedition, plus airfare, subject to certain exceptions.

  10. DIRECTOR COMPENSATION FOR 2023

    DIRECTOR COMPENSATION FOR 2023

  11. DIRECTOR COMPENSATION FOR 2023

    | Name | Fees Earned or Paid in Cash | Option Awards | Stock Awards(1) | All Other Compensation | Total | | Mr. Aronson(2) | $— | $— | $148,253 | $— | $148,253 | | Mr. Bisnow | $55,000 | $— | $93,271 | $— | $148,271 | | Mr. Dryden | $70,000 | $— | $93,271 | $— | $163,271 | | Mr. Ein(2) | $— | $— | $198,247 | $— | $198,247 | | Mr. Fahey | $65,000 | $— | $93,271 | $— | $158,271 | | Mr. Lindblad(3) | $47,500 | $— | $— | $— | $47,500 | | Ms. Reynolds | $55,000 | $— | $93,271 | $— | $148,271 | | Mr. Schultz | $55,000 | $— | $93,271 | $— | $148,271 | | Mr. Smith | $55,000 | $— | $93,271 | $— | $148,271 |

  12. DIRECTOR COMPENSATION FOR 2023

    (1) In accordance with SEC rules, the amounts shown reflect the aggregate grant date fair value of stock awards granted to non-employee Directors during 2023, 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 2023, resulting in the issuance of an aggregate of 5,830 and 11,131 shares, respectively. Mr. Lindblad served as Director and Board Co-Chair through July 2023, when he was re-appointed as Chief Executive Officer.

  13. Short-Term (Annual) Cash-Based Incentive Compensation

    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. In 2017, our Compensation Committee adopted an Employee Incentive Plan (“EIP”) under our 2015 Long-Term Incentive Plan (“LTIP”)to govern annual cash incentive award opportunities for our executive officers and other 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. 2023 Short-Term (Annual) Cash-Based Incentive Compensation For 2023, the Compensation Committee set the performance metric weightings as follows: Adjusted EBITDA (target $79.2 million; 70%), Net Yield per Available Guest Night (target $1,157; 15%) and Guest Satisfaction (target 90%; 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 could 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. As a result of our performance, our NEOs earned 95.1% of the target award level for the short-term incentive compensation, resulting in the following bonus amounts:

  14. Short-Term (Annual) Cash-Based Incentive Compensation

    | Name | 2023 Short- Term Annual Cash-Based Incentive Bonus Amount Earned | | Mr. Lindblad | $133,737 | | Mr. Felenstein | $328,928 | | Mr. Brodsky | $312,404 | | Mr. Byus | $245,121 |

  15. Short-Term (Annual) Cash-Based Incentive Compensation

    2024 Short-Term (Annual) Cash-Based Incentive Compensation For 2024, 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 75% (as a percentage of base salary). For 2024, 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.

  16. Long-Term Incentive Compensation

    Long-Term Incentive Compensation We utilize equity-based incentive compensation in order to align compensation directly with the creation of value to stockholders by rewarding performance and the achievement of goals important to the Company’s strategic objectives. We believe that such compensation attracts, motivates and helps retain executives. In 2023, our Compensation Committee approved awards of restricted stock units (“RSUs”) and a performance-vesting equity incentive award (“PSUs”) grant, to key employees, including our named executive officers, under our Long-Term Incentive Plans, each as described in more detail below: 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, 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: Mr. Berle (former Chief Executive Officer): $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 on the March 31, 2023 grant date, which was $9.56: Mr. Berle: $287,500 (30,020 PSUs); Mr. Felenstein: $237,500 (24,843 PSUs); Mr. Brodsky: $225,000 (23,535 PSUs); and Mr. Byus: $175,000 (18,305 PSUs). 2024 Long-Term Incentive Compensation In March 2024, 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 28, 2024 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 2024, 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 29, 2024 grant date, which was $9.33: Mr. Felenstein: $146,775 (15,732 RSUs); Mr. Brodsky: $139,050 (14,904 RSUs); and Mr. Byus: $108,150 (11,592 RSUs). The awards were granted on March 28, 2024 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 2024, the Compensation Committee set the performance metric weightings of Annual Adjusted EBITDA (75%) and Annual Revenue (25%) for each applicable fiscal year. In 2024, 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 on the March 28, 2024 grant date, which was $9.33: Mr. Felenstein: $342,475 (36,707 PSUs); Mr. Brodsky: $324,450 (34,775 PSUs); and Mr. Byus: $252,350 (27,047 PSUs). The awards were granted on March 28, 2024, with the number of PSUs vesting on March 28, 2027 subject to achieving performance targets and continued service with us. Mr. Lindblad did not receive a long-term compensation award grant for 2024, due to his 2023 grant of 200,000 RSUs when he returned as Chief Executive Officer.

  17. Compensation on Termination of Employment

    Compensation on Termination of Employment Each of our NEOs has 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 offer severance compensation, particularly in connection with a change of control. Accordingly, our NEOs have the right to receive severance compensation if they are terminated without cause or they leave for good reason while the agreement is in effect. If such termination occurs within a specified period after a change of control, enhanced severance compensation, including the vesting of unvested equity awards, is provided. We believe that such compensation gives our NEOs 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, see “Executive Compensation — Agreements with Executive Officers” and “Executive Compensation — Estimated Additional Compensation Triggered by Termination of Employment.”

  18. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation earned in each of the last three completed fiscal years to our NEOs:

  19. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards(2) | All Other(6) | Total | | Mr. Lindblad(3) Chief Executive Officer | 2023 | $187,500 | $133,737 | $1,996,000 | $— | $35,265 | $2,352,502 | | | 2022 | $— | $— | $— | $— | $— | $— | | | 2021 | $— | $— | $772,519 | $— | $38,608 | $811,127 | | Mr. Felenstein Chief Financial Officer | 2023 | $461,167 | $328,928 | $474,998 | $1,198,000 | $39,562 | $2,502,655 | | | 2022 | $412,000 | $317,343 | $411,986 | $— | $42,931 | $1,184,259 | | | 2021 | $412,000 | $296,014 | $411,982 | $— | $42,840 | $1,162,836 | | Mr. Brodsky(4) Chief Commercial Officer | 2023 | $438,000 | $312,404 | $450,008 | $— | $24,221 | $1,224,633 | | | 2022 | $241,900 | $75,000 | $437,506 | $2,809,777 | $13,092 | $3,577,275 | | Mr. Byus III Chief Expedition Officer | 2023 | $343,667 | $245,121 | $349,992 | $1,198,000 | $39,562 | $2,176,342 | | | 2022 | $283,250 | $218,173 | $283,263 | $— | $42,931 | $827,616 | | | 2021 | $283,250 | $203,510 | $283,235 | $— | $42,840 | $812,835 | | Mr. Bressler President, Natural Habitat, Inc. | 2023 | $200,000 | $1,586,704 | $99,998 | $— | $47,440 | $1,934,142 | | | 2022 | $200,000 | $1,183,389 | $100,000 | $— | $50,809 | $1,534,198 | | | 2021 | $171,354 | $211,500 | $— | $— | $50,718 | $433,572 | | Mr. Berle(5) Former Chief Executive Officer | 2023 | $289,712 | $— | $574,996 | $574,996 | $23,424 | $1,463,127 | | | 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 |

  20. Summary Compensation Table

    (1) Due to circumstances related to the impact of the COVID-19 pandemic, Mr. Lindblad declined a salary for a significant period of 2021, and similarly, Mr. Bressler reduced his annual salary in 2021. There was a restriction and freeze on executive salary for the period that the Company’s Main Street Loan was outstanding plus one year, the Main Street Loan was repaid in 2022. (2) With respect to stock awards, the grant date fair value is measured based on the closing market value on the date of grant. Mr. Lindblad’s 2023, Mr. Brodsky’s 2022 and Mr. Berle’s 2021 grants relate to their employment agreements. With respect to options, the calculated grant date fair value of Messrs. Felenstein’s and Byus’ 2023 options were $5.99 per share, Mr. Brodsky’s 2022 options were awarded in two grants at $8.18 and $7.27 per option and Mr. Berle’s 2021 options were $5.23 per option. Refer to Note 12 of our consolidated financial statements in our Annual Report for assumptions used to value equity awards. (3) Mr. Lindblad served as our Chief Executive Officer through May 2021. Thereafter, he served as director and Board Co-Chair before being re-appointed as Chief Executive Officer on July 20, 2023. Amounts in the table exclude any amounts earned for service as a director of the Company during the time he did not serve as an executive officer. (4) Mr. Brodsky joined the Company on May 31, 2022. Mr. Brodsky’s 2022 bonus includes a $75,000 hiring bonus. (5) Mr. Berle left the Company on May 31, 2023. (6) The amounts in this column for 2023 consist of the following for each executive:

  21. Summary Compensation Table

    | Name | 401(k) Match | Health Insurance Premiums | Life, Accidental Death & Dismemberment and Long-Term Disability Premiums | Other(a) | | Mr. Lindblad | $— | $34,532 | $733 | $— | | Mr. Felenstein | $2,400 | $34,532 | $2,630 | $— | | Mr. Brodsky | $2,400 | $19,713 | $2,108 | $— | | Mr. Byus | $2,400 | $34,532 | $2,630 | $— | | Mr. Bressler | $2,400 | $34,532 | $2,108 | $8,400 | | Mr. Berle | $2,400 | $20,144 | $880 | $— |

  22. Summary Compensation Table

    (a) Mr. Bressler receives a monthly vehicle allowance.

  23. Pay Ratio

    Pay Ratio We have estimated the ratio between our Chief Executive Officer’s total compensation and the median annual total compensation of all employees (except the Chief Executive Officer). In searching for the median employee, we considered taxable compensation totals in 2023. 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, 2023, then we calculated the Median Employee’s compensation under the Summary Compensation Table rules. Our Chief Executive Officer had annual total compensation of $2,352,502 and our Median Employee had annual total compensation of $144,973. Therefore, we estimate that our Chief Executive Officer’s annual total compensation for 2023 was approximately 16.2 times that of the median of the annual total compensation of all of our employees. This compensation ratio was significantly impacted during 2023 due to the one-time initial grants of RSUs provided to Mr. Lindblad upon his appointment as Chief Executive Officer in July 2023. Excluding the one-time hire grants provided to Mr. Lindblad, and including traditional annual grants of RSUs and PSUs in lieu of them, with a grant date value of $375,000, we estimate that the Chief Executive Officer’s annual total compensation for 2023 would have been approximately 5.1 times that of the median of the annual total compensation of all of our employees for 2023.

  24. GRANTS OF PLAN BASED AWARDS DURING 2023

    GRANTS OF PLAN BASED AWARDS DURING 2023 The following table sets forth information about grants of plan-based awards to our NEOs during the year ended December 31, 2023.

  25. GRANTS OF PLAN BASED AWARDS DURING 2023

    | | | 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. Lindblad | | $— | $— | $— | | | | | | | | 7/21/2023 | | | | | | | 200,000 | $1,996,000 | | Mr. Felenstein | | $— | $356,250 | $534,375 | | | | | | | | 03/31/23 | | | | — | 24,843 | 49,686 | | $237,499 | | | 03/31/23 | | | | | | | 24,843 | $237,499 | | | 03/31/23 | | | | | | | 200,000 | $1,198,000 | | Mr. Brodsky | | $— | $337,500 | $506,250 | | | | | | | | 03/31/23 | | | | — | 23,536 | 47,072 | | $225,004 | | | 03/31/23 | | | | | | | 23,536 | $225,004 | | Mr. Byus | | $— | $150,000 | $225,000 | | | | | | | | 03/31/23 | | | | — | 18,305 | 36,610 | | $174,996 | | | 03/31/23 | | | | | | | 18,305 | $174,996 | | | 03/31/23 | | | | | | | 200,000 | $1,198,000 | | Mr. Bressler | | $— | $— | $— | | | | | | | | 03/31/23 | | | | | | | 10,460 | $99,998 | | Mr. Berle | | $— | $281,250 | $421,875 | | | | | | | | 03/31/23 | | | | — | 30,073 | 60,146 | | $287,498 | | | 03/31/23 | | | | | | | 30,073 | $287,498 |

  26. GRANTS OF PLAN BASED AWARDS DURING 2023

    (1) The amount shown represents the range of possible cash incentive awards that could have been earned under our 2023 Short-Term (Annual) Cash-Based Incentive Compensation plan. For additional information, see “Compensation Discussion and Analysis.” (2) The amounts shown represent the range of PSU stock awards that may be earned under our 2023 Long-Term Incentive Compensation Plan for performance during 2023 through 2025. For additional information, see “Compensation Discussion and Analysis.” (3) The amount represents RSUs granted under our 2023 Long-Term Incentive Compensation Plan. For additional information, see “Compensation Discussion and Analysis” and “Outstanding Equity Awards at 2023 Fiscal Year End” table. Amount represents the aggregate grant date fair value computed in accordance with FASB ASC 718. With respect to stock awards, the grant date fair value is measured based on the closing market value on the date of grant. With respect to options, the calculated grant date fair value of Messrs. Felenstein’s and Byus’ 2023 options were $5.99 per share. Refer to Note 12 of our consolidated financial statements in our Annual Report for assumptions used to value equity awards.

  27. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table sets forth information about outstanding equity awards held on December 31, 2023 by our NEOs.

  28. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | 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. Lindblad | — | — | $— | N/A | 206,812 | $2,330,771 | 20,437(3) | $230,325 | | Mr. Felenstein | — | 200,000 | $9.56 | 03/31/33 | 42,583 | $479,907 | 10,899(3) | $122,832 | | | 188,000 | — | $9.47 | 09/06/26 | | | 13,660(4) | $153,948 | | | | | | | | | 24,843(5) | $279,981 | | Mr. Brodsky | 40,115 | 120,343 | $14.36 | 05/31/32 | 46,386 | $522,773 | 23,536(5) | $265,251 | | | 10,000 | 30,000 | $12.64 | 06/10/32 | | | | | | Mr. Byus | — | 200,000 | $9.56 | 03/31/33 | 27,063 | $305,004 | 7,493(3) | $84,446 | | | — | — | $— | N/A | | | 9,392(4) | $105,848 | | | | | | | | | 18,305(5) | $206,297 | | Mr. Bressler | — | — | $— | N/A | 10,460 | $117,884 | — | $— | | | 238,115 | 350,343 | | | 333,304 | $3,756,339 | 128,565 | $1,448,928 |

  29. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (1) The amounts in this column have been computed based on the closing price of our common stock of $11.27 on December 29, 2023 (the last business day of 2023). 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:

  30. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | Unvested Stock Awards (number of shares, units or options) | | | | | | | Mr. Lindblad | Mr. Felenstein | Mr. Brodsky | Mr. Byus | Mr. Bressler | Vesting Dates | | — | 24,843 | 23,536 | 18,305 | 10,460 | RSUs vest 33% on each March 31, 2024, 2025 and 2026 | | 200,000 | — | — | — | — | RSUs vest 25% on each January 21 and July 21, 2024 and 2025 | | 6,812 | 9,107 | — | 6,261 | — | RSUs vest 50% on each March 31, 2024 and 2025 | | — | 3,633 | — | 2,497 | — | RSUs vest 100% on each March 31, 2024 | | — | 5,000 | — | — | — | RSUs vest 100% on each December 8, 2024 | | — | — | 22,850 | — | — | RSUs vest 33% each on May 31, 2024, 2025 and 2026 | | — | 200,000 | — | 20,000 | — | Options vest 25% on each of May 31, 2024, 2025, 2026 and 2027 | | — | — | 120,343 | — | — | Options vest 33% on each of May 31, 2024, 2025 and 2026 | | — | — | 30,000 | — | — | Options vest 33% on each of June 10, 2024, 2025 and 2026 |

  31. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    Represents MSUs in an amount equal to the maximum possible awards available on December 31, 2023 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 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 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; Mr. Byus: $141,625 and Mr. Lindblad $386,259. 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. Represents MSUs in an amount equal to the maximum possible awards available on December 31, 2023 under our 2021 long-term incentive compensation plan based on performance during 2022 through 2025. 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 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, 2025 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: $141,631. The awards were granted on March 31, 2022, with the award amount determined based upon the closing price of our common stock on March 31, 2022, which was $15.08. Represents PSUs in an amount equal to the maximum possible awards available on December 31, 2023 under our 2021 long-term incentive compensation plan based on performance during 2023 through 2025. For additional information, see “Compensation Discussion and Analysis.”

  32. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023 The following table sets forth information about option exercises and restricted stock vesting for our NEOs in 2023.

  33. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Mr. Lindblad | — | $— | 45,024 | $325,432 | | Mr. Berle | — | $— | 18,046 | $59,664 | | Mr. Felenstein | — | $— | 33,565 | $227,772 | | Mr. Brodsky | — | $— | 7,617 | $72,207 | | Mr. Byus | — | $— | 19,640 | $187,755 | | | — | $— | 123,891 | $872,829 |

  34. OPTION EXERCISES AND STOCK VESTED IN 2023

    The amounts in this column represent the aggregate market value of the shares of common stock acquired upon vesting based on the 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.

  35. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth information about executive compensation, compensation paid and the Company’s performance.

  36. PAY VERSUS 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-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO 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 | Current Peer Group Total Shareholder Return(5) | Prior Peer Group Total Shareholder Return(5) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | | 2023 | $1,463,127 | $2,352,502 | $(1,805,574) | $2,763,516 | $1,959,443 | $2,147,119 | $68.93 | $114.20 | $102.58 | $(50.0) | $71.2 | | 2022 | $1,635,303 | N/A | $(3,740,733) | N/A | $1,827,250 | $722,410 | $47.09 | $71.38 | $98.80 | $(116.1) | $(11.5) | | 2021 | $6,936,263 | $811,127 | $10,277,472 | $(896,178) | $967,846 | $719,423 | $95.41 | $94.10 | $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 | $77.36 | $85.66 | $(100.4) | $(52.2) |

  37. PAY VERSUS PERFORMANCE

    (1) Mr. Berle was the Principle Executive Officer (“PEO”) during 2023, 2022 and 2021, Mr. Lindblad was the PEO during 2023, 2021 and 2020. The Non-PEO NEOs for each year were Mr. Felenstein, Mr. Byus and Mr. Bressler, and Mr. Brodsky for 2023 and 2022, and Mr. Goodman for 2022, 2021 and 2020. (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 Company’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 inclusions of certain amounts for the PEO 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 Stock 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 Change in Pension Value column reflect the amounts attributable to the 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:

  38. PAY VERSUS PERFORMANCE

    | | PEO Berle | | | | | | 2020 | 2021 | 2022 | 2023 | | SCT Total | $— | $6,936,263 | $1,635,303 | $1,463,127 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | — | (6,242,973) | (575,000) | (1,149,992) | | + 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) | 539,052 | | - 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 | — | — | — | (2,657,761) | | Compensation Actually Paid | $— | $10,277,472 | $(3,740,733) | $(1,805,574) |

  39. PAY VERSUS PERFORMANCE

    | | PEO Lindblad | | | | | | 2020 | 2021 | 2022 | 2023 | | SCT Total | $2,376,852 | $811,127 | $— | $2,352,502 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (1,912,242) | (772,519) | — | (1,996,000) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 3,458,773 | 748,831 | — | 2,254,000 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (277,732) | (466,575) | — | 76,040 | | + 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 | — | 107,579 | | - 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) | — | (30,605) | | Compensation Actually Paid | $3,021,481 | $(896,178) | $— | $2,763,516 |

  40. PAY VERSUS PERFORMANCE

    | | NEO | | | | | | 2020 | 2021 | 2022 | 2023 | | SCT Total | $1,691,674 | $967,846 | $1,827,250 | $1,959,443 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (1,088,231) | (345,728) | (1,010,633) | (942,749) | | + 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 | 1,078,747 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (49,992) | (239,077) | (363,226) | 189,140 | | + 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) | 43,649 | | - 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) | — | — | (181,111) | | Compensation Actually Paid | $2,108,405 | $719,423 | $722,410 | $2,147,119 |

  41. PAY VERSUS PERFORMANCE

    (4) Total Shareholder Return (TSR) is cumulative for the measurement periods beginning on December 31, 2019 and ending on the last day in FY 2023, 2022, 2021 and 2020, respectively, calculated in accordance with Item 201(e) of Regulation S-K. (5) “Prior Peer Group” represents the FTSE 100 Index, and “Current Peer Group” represents the S&P 1500 Hotels, Resorts and Cruise Lines Index, 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. 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 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. 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. 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.