Ben Bressler
Founder and Chief Executive Officer, Natural Habitat, Inc. at 
LINDBLAD EXPEDITIONS HOLDINGS
LINDBLAD EXPEDITIONS HOLDINGSExecutive
About Ben Bressler
Founder and CEO of Natural Habitat, Inc., Ben Bressler joined Lindblad Expeditions Holdings (LIND) in May 2016 upon LIND’s acquisition of Natural Habitat; he holds a B.A. in Government from Skidmore College and currently manages LIND’s Land Experiences businesses . Under his leadership, Land Experiences segment revenues and operating income grew 29% and 27% year over year in 2024, respectively, exceeding expected performance levels since their acquisitions . As of April 8, 2025, he beneficially owned 1,354,976 LIND common shares (2.5% of shares; 2.1% total voting power) and had 1,334,319 vested options at a $8.44 strike expiring March 18, 2034 . In March 2025, he adopted a Rule 10b5‑1 trading plan to sell up to 1,334,319 shares through June 18, 2027, indicating potential structured selling activity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Natural Habitat, Inc. | Founder & Chief Executive Officer | 1985–present | Built nature/conservation travel leader; LIND’s Land Experiences exceeded expected performance levels post-acquisition |
| Lindblad Expeditions Holdings, Inc. | Founder & CEO, Natural Habitat; leads Land Experiences segment | 2016–present | Drove 2024 Land Experiences revenue +29% and operating income +27% YoY |
External Roles
- No external public company board roles are mentioned in LIND’s proxy biographies for Bressler .
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Annual Base Salary ($) | 200,000 | Reviewed by Board/Comp Committee; may increase, not decrease |
| Net Profit Bonus (historical structure) | 10% of Natural Habitat net profits | Applies to prior agreements before 2025 amendment |
| Bonus Pool (amended 2025) | 5% of NatHab & consolidated subs net profits; ±10% corporate performance adjustment | Net Profit Bonus equals Bonus Pool minus portion Bressler elects not to accept; paid by Mar 15 following year; service through year-end required |
| RSU Target ($) | 100,000 | Annual RSU opportunity tied to Managed Businesses performance |
| RSU Actual 2024 ($) | 117,353 | Awarded per employment agreement |
| 2024 Cash Bonus ($) | 2,400,000 earned; $1,500,000 personally received | Bressler allocated a portion to NatHab employees |
Performance Compensation
| Incentive | Metric | Target | Actual/Payout Mechanics | Vesting |
|---|---|---|---|---|
| Company Value Equity Incentive Opportunity | Equity Value of NatHab/Company vs $25M Baseline | Baseline $25M (no grant at/under baseline) | Options with fair value equal to 5.05% of excess above $25M, scaled by fraction of shares sold in contemporaneous Put/Call exercise; options priced at FMV on grant | |
| 2024 Early Exercise Event | N/A (one-time right) | 50% of award based on performance through Dec 31, 2023 | 1.3M options granted in Q1 2024 at $8.44; vested at grant; 10-year term | |
| Managed Business Value Creation Award | Value creation for OBP, DuVine, Classic vs acquisition cost | > 0 | 7.5% of value creation, payable in cash or vested stock/RSUs; measured as of Dec 31, 2025; paid by Mar 15, 2026 (employment through Jan 1, 2026 required) | |
| Annual Net Profit Bonus (amended 2025) | Company & consolidated subs net profits | N/A | Bonus Pool equals 5% of net profits with ±10% adjustment; Bressler can elect to forgo part; paid by Mar 15; service condition applies | |
| Dividend Equivalent Payments (2025 window) | Company dividend/distribution amount | N/A | Supplemental cash equal to defined Percentage Amount of dividend/distribution; employment through payment date required |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| LIND Common Shares Beneficially Owned | 1,354,976 (2.5%); total voting power 2.1% as of April 8, 2025 |
| Options (Exercisable) | 1,334,319 at $8.44; expires 03/18/2034 |
| RSUs (Unvested) | 20,423 units; market value $242,217 at 12/31/2024 close |
| Equity Incentive Plan Awards (Unearned) | 92,814 units; payout value $1,100,774 at 12/31/2024 close |
| Rule 10b5‑1 Trading Plan | Adopted Mar 14, 2025; expires Jun 18, 2027; 1,334,319 shares to be sold |
| Natural Habitat Ownership | 9.9% remaining stake (193 Company Shares) with perpetual annual put right (up to 50% per year) |
| Pledging/Hedging | No pledged shares disclosed in beneficial ownership tables |
Employment Terms
| Term/Provision | Key Details |
|---|---|
| Employment Term | Through Dec 31, 2028; auto-renews for 12‑month periods unless 60‑day notice of non‑renewal |
| Severance – Death/Disability | Pro‑rated Net Profit Bonus; lump sum equal to Termination Percentage Amount of Company Value Increase plus 7.5% Managed Business Value Creation if termination before Dec 31, 2025; timing and measurement detailed |
| Severance – Without Cause / Resignation for Good Reason | 1x base salary paid over 12 months; full year Net Profit Bonus; same lump sum construct as above if before Dec 31, 2025 |
| Good Reason Definition | Material decrease in base pay/bonus formula or authority; relocation >50 miles; material breach by Company/Parent (notice/cure required) |
| Non‑Compete | Two years post‑termination; global scope; covers marine-based or nature/adventure travel expeditions |
| Non‑Solicit | Two years post‑termination; customers/suppliers and hiring solicitations prohibited |
| Garden Leave Mechanic | Company may keep Executive off premises during notice period while paying full comp/benefits |
| Put/Call Mechanics (Stockholders’ Agreement) | Annual Put Right post‑Dec 31 calculation date to sell up to 50% of remaining NatHab shares; Parent Call Right window thereafter; purchase price based on 7.0× LTM EBITDA – debt + excess cash, with minimum floor for Call vs Dec 31, 2024 baseline |
| Change‑of‑Control Economics | 280G excise tax “cutback” to maximize after‑tax value; no tax gross‑up |
| Arbitration & D&O | JAMS/AAA arbitration; D&O insurance and indemnification at least as favorable as current officers/directors |
Vesting and Award Mechanics
| Award | Grant/Measurement | Vesting/Term |
|---|---|---|
| 1.3M Options (Q1 2024) | Granted upon early exercise of 50% equity incentive based on performance through Dec 31, 2023; strike $8.44 | Vested at grant; 10‑year term to Mar 18, 2034 |
| RSUs (Outstanding at 12/31/2024) | 20,423 unvested units | Time‑based vesting per LTIP; market value $242,217 at 12/31/2024 |
| Equity Incentive Plan Awards (Unearned) | 92,814 units | Performance/market‑based; payout value $1,100,774 at 12/31/2024 |
| PSUs (Company‑wide context) | PSUs generally vest 3 years after grant when goals met | Applies to PSU design; service condition required |
Performance & Track Record
| Metric | 2024 vs 2023 |
|---|---|
| Land Experiences Revenue Growth | +29% YoY |
| Land Experiences Operating Income Growth | +27% YoY |
Compensation Structure Analysis
- 2025 amendment shifts cash incentive from a fixed 10% share of NatHab profits to a company‑level Bonus Pool (5% of net profits, ±10% adjustment), increasing linkage to Parent performance and discretionary oversight by the Board/Comp Committee .
- Perpetual annual Put Right combined with fully vested, immediate option grants upon Put/Call exercise may accelerate equity realizations and create periodic selling pressure; 2025 Rule 10b5‑1 plan to sell 1,334,319 shares reinforces supply overhang risk through mid‑2027 .
- Managed Business Value Creation Award (7.5% of value creation) tightly links payout to measured equity value versus defined acquisition costs for OBP, DuVine, Classic, with clear measurement and payment timelines .
- Severance is moderate (1× base for no‑cause/Good Reason) with pro‑rated bonus and formulaic lump sums tied to value creation, plus an excise tax cutback (shareholder‑friendly) rather than gross‑up .
Investment Implications
- Alignment: Strong performance‑linked equity economics (options and value‑creation awards) plus continued 9.9% NatHab stake support pay‑for‑value, though immediate vesting of options at Put/Call exercise reduces retention tether post‑grant .
- Selling Pressure: A live 10b5‑1 program for up to 1,334,319 shares through June 2027 and annual Put Right mechanics can create periodic stock supply; monitor Form 4 activity and Put/Call calculations each year .
- Retention Risk: Non‑compete and non‑solicit covenants (two years) and moderate severance reduce abrupt exit risk; auto‑renewal to 2028 provides term visibility, but option awards are fully vested at grant and may reduce long‑term retention incentives after exercises .
- Execution: Outperformance in Land Experiences (+29% revenue, +27% operating income in 2024) under Bressler suggests continued value creation potential, with clear payout formulas to shareholders and Executive .