Dyson Dryden
LINDBLAD EXPEDITIONS HOLDINGSAbout Dyson Dryden
L. Dyson Dryden, age 49, has served on Lindblad Expeditions’ Board since March 2013 and is a Class B director with a term expiring in 2026; the Board has determined he is “independent” under Nasdaq rules . He served as Interim Chief Financial Officer from June to December 2024, pausing board compensation during that period and receiving special equity awards for interim service . Dryden holds a B.S. in Business Administration (finance and management) from the University of Richmond and is considered well-qualified given his finance and capital markets expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capitol Investment Corp V | President, CFO and Director | May 2017 – July 2021 (business combination with Doma) | Led finance and SPAC execution to $3B business combination |
| Capitol Investment Corp IV | President, CFO and Director | July 2017 – July 2019 (business combination with Nesco) | Served as Co-Chairman of Nesco until April 2021 acquisition of Custom One Truck Source |
| Capitol Investment Corp III | President, CFO, Treasurer, Secretary and Director | July 2015 – June 2017 (business combination with Cision) | Continued as director of Cision Ltd. until Jan 2020 |
| Citigroup (Investment Banking) | Managing Director | Aug 2005 – Feb 2013 | Led coverage for Global TMT clients |
| Jefferies & Company | Associate/Vice President | 2000 – 2005 | Investment banking roles |
| BB&T Corporation (IB Group) | Investment Banking | 1998 – 2000 | Early banking experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CDS Logistics Management, Inc. | Chairman | Current | One of the largest providers of home improvement product delivery services in the U.S. |
| Washington E-Sports Ventures | Co-founder and Board Member | Since 2018 | Sports investment platform |
| Johns Hopkins Hospital | Board of Trustees | Current | Governance role |
| Calvert School | Board of Trustees | Current | Governance role |
Board Governance
- Committee assignments: Dryden is not listed as a member or chair of the Audit, Compensation, or Nominating Committees as of April 8, 2025 .
- Independence: Board determined Dryden qualifies as an independent director under Nasdaq listing standards .
- Attendance and engagement: The Board met eight times in 2024, and each director attended at least 80% of Board and applicable committee meetings .
- Board structure: Staggered board with three classes; Dryden is Class B with term expiring 2026 .
Fixed Compensation
| Component (2024) | Policy/Amount | Dyson Dryden – Actual 2024 |
|---|---|---|
| Annual cash retainer | $70,000 per non-employee director | $35,417 (partial year; no board comp during interim CFO service) |
| Equity grant (restricted stock) | $110,000 grant; 14,647 restricted shares granted Aug 2024, vest Aug 2025 | $0 (did not receive director equity while interim CFO) |
| Chair/Committee chair fees | Co-Chair $80,000; Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $17,500 | Not applicable (no chair roles) |
| Perquisites | Directors Expedition Policy: one expedition per year at no cost (family may join at cost) | Eligible under policy |
| Ownership guidelines | 5x cash retainer within five years (adopted Oct 2024) | Applies; compliance status not disclosed |
Performance Compensation
| Interim CFO Award Details (2024) | Terms | Value/Notes |
|---|---|---|
| RSUs | 100,000 RSUs granted 05/15/2024; vested 1/6 per month over six months; forfeiture of unvested RSUs upon completion of interim role | Vested shares: 100,000; value realized $969,833 in 2024 |
| Options | 100,000 stock options granted 05/15/2024; half vested immediately; half vested upon completion of interim role | Grant date fair value per option: $4.62; total option award grant date FV: $462,000 |
| Additional vesting schedule disclosure | RSUs vest 50% on Jan 21, 2025 and 50% on July 21, 2025 (for unvested RSUs as of YE 2024) | Aligns with interim award timing |
| Annual bonus (STIP) | Dryden did not participate in 2024 STIP due to interim status | $0 bonus for 2024 |
| 2024 Company STIP Metrics (for participating NEOs) | Target | Actual | % of Target | Weight | Payout Level |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | $85.1 | $91.2 | 107% | 70% | 108% |
| Net Yield per Available Guest Night ($) | $1,219 | $1,170 | 96% | 15% | 92% |
| Guest Satisfaction (%) | 90% | 92% | 103% | 15% | 110% |
| Weighted payout | — | — | — | — | 106% |
Note: Dryden did not receive an annual cash bonus and did not participate in long-term equity programs applicable to NEOs in 2024 due to interim status .
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Notes |
|---|---|---|---|
| Cision Ltd. | Director | Until Jan 2020 | Prior Capitol III SPAC transaction; continued as director post-merger |
| Nesco Holdings, Inc. | Co-Chairman | Until April 2021 | Following Capitol Investment Corp IV combination |
- Network consideration: Mark D. Ein is Co-Chair/Lead Independent Director and a 6.0% beneficial owner via Capitol Acquisition Management 2 LLC; Dryden previously held senior roles across multiple Capitol SPACs, indicating historical affiliations within the Capitol network that may influence information flow but no related party transactions are disclosed for Dryden .
Expertise & Qualifications
- Finance and capital markets: Board explicitly cites Dryden’s finance and capital markets knowledge and experience as rationale for board service .
- Education: B.S. in Business Administration (finance and management), University of Richmond .
- Transaction leadership: Led multi-billion SPAC business combinations (Doma $3B, Nesco $1.1B, Cision $2.4B) as President/CFO .
Equity Ownership
| Ownership Item (as of April 8, 2025) | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 1,131,902 | 2.1% of shares outstanding; total voting power 1.8% |
| Shares outstanding basis | 54,586,397 common shares; 62,000 Series A Preferred (8,586,210 as-converted) | |
| Vested vs. unvested | Interim RSUs scheduled to vest 50% on Jan 21, 2025 and 50% on July 21, 2025 (unvested at YE 2024); options vested half at grant and half upon completion of interim role (Dec 31, 2024) | |
| Pledging/hedging | No pledging or hedging disclosed for Dryden | |
| Director ownership guidelines | 5x cash retainer within five years (adopted Oct 2024); individual compliance status not disclosed |
Governance Assessment
- Independence affirmed despite interim executive service: Board determined Dryden is independent under Nasdaq, though he served as interim CFO in 2024; company paused director compensation during his interim role to mitigate conflicts and compensated him with equity awards tailored to temporary executive responsibilities .
- Attendance and engagement: Met expectations (≥80% attendance in 2024; Board met eight times), supporting baseline governance effectiveness .
- Committee influence: No current committee assignments, limiting direct oversight influence on audit, compensation, and nominations .
- Alignment: Significant beneficial ownership (2.1%) aligns director interests with shareholders; director ownership guidelines further reinforce alignment over time .
- Conflicts/related parties: No related party transactions disclosed for Dryden; company has an audit committee review process and a formal related person policy .
- Network interlocks: Historical Capitol affiliations overlap with a major shareholder (Capitol Acquisition Management 2 LLC, 6.0%) and board leadership (Mark Ein), warranting monitoring for potential influence, though no transactions are disclosed .
RED FLAGS and Watch Items:
- Interim CFO role while a director can draw investor scrutiny on independence, but the Board’s determination and compensation structure (no director pay during the interim) mitigated this risk .
- Lack of committee roles reduces direct involvement in key oversight areas, which may be viewed as a governance gap for leveraging Dryden’s finance expertise .
- Monitor for any future related-party transactions, pledging, or changes in director compensation structure; none disclosed for Dryden to date .