Catherine Reynolds
LINDBLAD EXPEDITIONS HOLDINGSAbout Catherine B. Reynolds
Independent director of Lindblad Expeditions Holdings, Inc. since May 2016; age 67. Co‑founder and CEO of VitaKey Inc.; previously Chair, CEO, and President of EduCap, Inc. (1989–2023). Began career as a CPA at Arthur Young; graduate of Vanderbilt University. Currently a director at General Dynamics (Audit; Sustainability; Chair, Finance & Benefit Plan Committee). Class B director at LIND; term runs to 2026.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EduCap, Inc. | Chair, CEO, President | 1989–2023 | Led education finance business; recognized for philanthropy (BusinessWeek 2004 list; Woodrow Wilson Award) |
| Arthur Young | Certified Public Accountant | Not disclosed | Early career; financial/accounting foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Dynamics Corporation | Director | Current | Audit; Sustainability; Chair, Finance & Benefit Plan Committee |
| NYU; Vanderbilt University; Harvard Kennedy School CPL; JFK Center; American Academy of Achievement | Trustee (current or former) | Not disclosed | Governance and philanthropy engagement |
Board Governance
- Independence: Board determined Ms. Reynolds is independent under Nasdaq listing standards.
- Committee assignments (LIND): Nominating Committee – Member; not on Audit or Compensation.
- Board structure and tenure: Staggered board; Ms. Reynolds is Class B with term expiring at 2026 annual meeting.
- Attendance: Board met 8 times in 2024; each director attended at least 80% of Board/committee meetings while serving. Nominating met 3; Audit 4; Compensation 4 in 2024.
- Lead independent director and Chair roles: Co‑Chairs are Mark D. Ein (also Lead Independent Director) and Sven‑Olof Lindblad. Ms. Reynolds holds no LIND chair roles.
Fixed Compensation (Non‑Employee Director Pay – 2024)
| Component | Detail | Amount |
|---|---|---|
| Annual cash retainer | Standard director fees | $70,000 |
| Equity grant | Restricted stock; granted Aug 8, 2024; 14,647 shares; vests Aug 2025 | $109,999 grant‑date fair value |
| Committee chair fees | Not applicable (not a chair) | $0 (chair schedule: Audit $25k; Comp $20k; Nominating $17.5k) |
| Option awards | None | $0 |
| Total 2024 director compensation | $179,999 |
- Director stock ownership guidelines adopted Oct 2024: 5x cash retainer within 5 years.
- Perquisites: One company expedition per year at no cost to director; family may accompany at company cost plus airfare (policy constraints apply).
- Plan features limiting risk: Non‑employee director total (cash+equity) capped at $500,000/year; no repricing; no single‑trigger vesting on change in control; no dividends on unvested awards; no tax gross‑ups.
Performance Compensation
| Metric Area | Directors | Notes |
|---|---|---|
| Performance‑linked pay (TSR/EBITDA/etc.) | None disclosed for non‑employee directors | LIND director equity grants are time‑vested restricted stock; performance awards (PSUs) apply to executives, not directors. |
Other Directorships & Interlocks
- Current public board: General Dynamics – Audit; Sustainability; Chair, Finance & Benefit Plan Committee.
- Interlocks: Company states no compensation committee interlocks with other entities in last fiscal year.
Expertise & Qualifications
- Financial expertise: CPA background; long‑tenured CEO with finance operations leadership.
- Governance: Experienced public company director; multi‑committee leadership at General Dynamics.
- Philanthropy and recognition: BusinessWeek “50 most philanthropic living Americans” (2004); Woodrow Wilson Award for Corporate Citizenship.
Equity Ownership
| Metric | Apr 8, 2025 (Proxy) | Aug 8, 2025 (Form 4) |
|---|---|---|
| Common shares beneficially owned | 58,707 | 82,253 (post‑transaction ownership) |
| % of common shares outstanding | <1% (denoted “*”) | Not disclosed |
| Unvested restricted stock | 14,647 shares vest Aug 8, 2025 | 8,899 restricted shares awarded Aug 8, 2025 |
| Options (exercisable/unexercisable) | None disclosed | None in Form 4 entries |
- Hedging/Pledging: Policy restricts hedging that removes full risks/rewards of ownership; no pledging by Ms. Reynolds disclosed.
- Ownership guidelines: Directors required to reach 5x cash retainer within 5 years; individual compliance status not disclosed.
Insider Trades (Form 4 – Catherine B. Reynolds, LIND)
| Transaction Date | Type | Security | Shares | Price | Owned After | SEC Link |
|---|---|---|---|---|---|---|
| 2022‑08‑08 | Award (A) | Restricted Stock | 9,615 | $0.00 | 50,431 | https://www.sec.gov/Archives/edgar/data/1512499/000156761922015390/0001567619-22-015390-index.htm |
| 2023‑08‑08 | Award (A) | Restricted Stock | 8,276 | $0.00 | 58,707 | https://www.sec.gov/Archives/edgar/data/1512499/000089706923001159/0000897069-23-001159-index.htm |
| 2024‑08‑08 | Award (A) | Restricted Stock | 14,647 | $7.51 | 73,354 | https://www.sec.gov/Archives/edgar/data/1512499/000089706924001658/0000897069-24-001658-index.htm |
| 2025‑08‑08 | Award (A) | Restricted Stock | 8,899 | $12.36 | 82,253 | https://www.sec.gov/Archives/edgar/data/1512499/000089706925001311/0000897069-25-001311-index.htm |
Governance Assessment
- Positive signals:
- Clear independence; no compensation committee interlocks; audit committee oversees related‑party transactions.
- Strong attendance culture (≥80% for all directors in 2024) and active committee structure; Ms. Reynolds contributes via Nominating Committee.
- Equity alignment via annual restricted stock; director ownership guidelines (5x retainer) enhance long‑term alignment; plan caps and anti‑repricing provisions reduce pay inflation and governance risk.
- No related‑party transactions involving Ms. Reynolds disclosed since Jan 1, 2024.
- Potential watch items:
- Perquisite of one free expedition per year is a non‑cash benefit; modest governance risk but policy‑bounded.
- Multiple external commitments (e.g., General Dynamics committees) imply time demands; no adverse attendance reported.
Say‑on‑Pay & Shareholder Feedback (Company Context)
- 2024 say‑on‑pay support: 77% of votes cast in favor; committee enhanced executive incentive design (not specific to directors).
Related‑Party Exposure and Conflicts
- Policy: Audit Committee reviews/approves related‑party transactions; procedures to avoid conflicts and preserve independence.
- Disclosure: No related‑party transactions for Ms. Reynolds; one transaction disclosed for another director’s family employment in 2024.
Compensation Committee Analysis (Context for Board Governance)
- Compensation Committee members: John M. Fahey (Chair), Elliott Bisnow, Pamela Kaufman, Annette Reavis; met 4 times in 2024; uses independent consultant FW Cook; no interlocks or insider participation.