Annette Reavis
LINDBLAD EXPEDITIONS HOLDINGSAbout Annette Reavis
Annette Reavis (age 60) joined the Lindblad Expeditions Holdings, Inc. Board in July 2024 and is nominated to serve as a Class A director through the 2028 Annual Meeting if re-elected . She is currently Chief People Officer at CrossFit LLC, and previously spent a decade at Meta (Facebook) as VP of HR/HR Business Partner; she holds a B.S. from San Jose State University, is a CPA, and worked at KPMG for eight years . The Board has determined she is independent under Nasdaq rules and she qualifies as an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta (Facebook) | VP Human Resources / HR Business Partner | 2010–2020 | Helped scale headcount from ~1,400 to >40,000; strategic partner to CEOs |
| KPMG | CPA (Audit) | 8 years | Technical accounting/audit training; foundation for “financial expert” status |
| Envoy; Athos; Root | People operations/HR leadership | Not disclosed | Led policies, organization design, and change management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CrossFit LLC | Chief People Officer | Current | Senior HR leader; operational partner to CEO |
No other public-company directorships are disclosed in the proxy or appointment materials .
Board Governance
- Committee assignments: Audit Committee (Member), Compensation Committee (Member); not on Nominating .
- Committee leadership: Not a chair; Audit chaired by Thomas S. (Tad) Smith, Compensation chaired by John M. Fahey, Nominating chaired by Mark D. Ein .
- Audit expertise: Determined by the Board to satisfy Nasdaq financial sophistication and SEC “audit committee financial expert” criteria .
- Independence: Board determined Reavis is independent under Nasdaq rules .
- Attendance: Board met 8 times in 2024; each director attended at least 80% of aggregate Board and committee meetings during their service in 2024 .
- Committee activity: Audit Committee met 4 times; Compensation Committee met 4 times in 2024 .
- Related-party oversight: Audit Committee pre-approves audit and non‑audit services and reviews related-party transactions .
Fixed Compensation
| Component | Policy/Amount | Ms. Reavis 2024 Actual | Vesting/Timing |
|---|---|---|---|
| Annual cash retainer | $70,000 cash for non‑employee directors | $31,957 cash (partial year) | Paid during 2H 2024 |
| Chair fees | $80,000 Board Chair/Co‑Chair; $25,000 Audit Chair; $20,000 Compensation Chair; $17,500 Nominating Chair | $0 (not a chair) | n/a |
| Equity (restricted stock) | Annual grant $110,000 restricted stock | $109,999 grant; 14,647 shares | Vests in full Aug 8, 2025, subject to service |
| Perquisites | Director Expedition Policy: one expedition per year at no cost to director; family may accompany at cost | Eligible | Annual entitlement |
| Ownership guidelines | 5x cash retainer to be achieved within 5 years (adopted Oct 2024) | Applies to Reavis | 5-year compliance window |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based equity for directors | Not disclosed; director equity is time‑vested restricted stock (no performance conditions) |
| Cash bonus metrics for directors | None disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No public-company board interlocks disclosed for Reavis . |
Expertise & Qualifications
- CPA; eight years at KPMG (audit), supporting Audit Committee “financial expert” designation .
- Scaled large organizations and led people operations, incentives, and organization design at Meta, CrossFit, and others—relevant to Compensation Committee oversight and talent/succession .
- Change management and executive coaching experience; board and CEO advisory work during leadership transitions .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common stock beneficially owned (as of Apr 8, 2025) | 0 shares; less than 1% | Beneficial ownership table shows “—” for Reavis |
| Unvested restricted stock | 14,647 shares | Annual director grant; vests Aug 8, 2025 |
| Ownership % of common | <1% | Aggregate outstanding common 54,586,397 shares |
| Pledging/Hedging | Company policy prohibits hedging that removes full risk/reward; no pledging disclosures for Reavis | |
| Ownership guidelines | Must reach 5x cash retainer within 5 years (adopted Oct 2024) | Applies to Reavis |
Insider Trades and Section 16
| Filing | Date | Key Disclosure | Notes |
|---|---|---|---|
| Form 3 (Initial Statement) | Jul 29, 2024 | “No securities are beneficially owned.” | Filed via attorney‑in‑fact; new director appointment |
| Section 16 note | FY2024 | Late Form 3 for Reavis due to delays in obtaining EDGAR codes | Administrative timing; subsequently filed |
Governance Assessment
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Strengths
- Independence and dual committee membership (Audit, Compensation) strengthen oversight and pay governance .
- Audit Committee financial expert designation provides technical accounting/audit depth; Audit Committee also reviews related-party transactions and pre-approves auditor services .
- Equity retainer aligns director compensation with shareholder value; formal stock ownership guidelines (5x cash retainer) improve long-term alignment .
- Board and committee attendance exceeded 80% in 2024; committees met regularly (Audit: 4; Compensation: 4), indicating engagement .
-
Risks/RED FLAGS
- Minimal current beneficial ownership (only unvested restricted stock); early tenure may explain limited “skin-in-the-game” pending vesting and guideline runway .
- Late Form 3 filing due to EDGAR code delays; administrative, but still a compliance timing note .
- Perquisites (annual expedition) could be perceived as non-essential; policy is disclosed and structured, but investors may scrutinize perk value vs. governance optics .
- Significant external operating role (CPO at CrossFit) implies time commitment; no conflicts disclosed with LIND’s customers/suppliers, and Board deems independence .
-
Compensation Committee context
- Company improved pay-for-performance program following 77% say‑on‑pay support in 2024; as a Compensation Committee member, Reavis is positioned to enhance linkage to Adjusted EBITDA, Net Yield, Guest Satisfaction, Vessel Safety, and individual multipliers going forward .
Overall, Reavis brings complementary HR and audit expertise to LIND’s governance, bolstering compensation and financial oversight. The key monitoring items are ownership guideline progress, timely Section 16 compliance, and maintaining independence with external commitments .