Elliott Bisnow
LINDBLAD EXPEDITIONS HOLDINGSAbout Elliott Bisnow
Elliott Bisnow (age 39) has served as an independent Director of Lindblad Expeditions Holdings, Inc. since December 2017. He founded Summit Series, co‑founded Bisnow Media (sold in 2016), co‑owned Powder Mountain (2013–2023), and is an early investor in companies such as Uber, Coinbase, and Warby Parker; he authored “Make No Small Plans.” The Board considers him well‑qualified given his background in experience‑based businesses and business leadership . He is classified as independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Powder Mountain | Co‑owner | 2013–2023 (until sale) | Experience scaling an experience‑based business |
| Bisnow Media | Co‑founder (with Mark Bisnow) | 2006–2016 (sold) | Built largest commercial real estate media/events business in North America |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Summit Series | Founder | Not disclosed | Events company founder; relevant to experiential businesses |
| Angel/VC investments (Uber, Coinbase, Warby Parker) | Early investor | Not disclosed | Demonstrates tech/consumer investing acumen |
| Author | “Make No Small Plans” | Published prior to 2025 | Entrepreneurial insights; public profile |
Board Governance
- Independence: The Board determined Mr. Bisnow is independent under Nasdaq standards .
- Committee assignments (2024–2025): Audit Committee member; Compensation Committee member; not on Nominating Committee . He is listed on the Audit Committee Report and Compensation Committee Report, confirming active participation (Audit Chair: T. Smith; Compensation Chair: J. Fahey) .
- Attendance and engagement: The Board held 8 meetings in 2024 and each director attended at least 80% of aggregate Board and applicable committee meetings during their service period .
- Board structure context: Co‑Chairs are Mark D. Ein (also Lead Independent Director) and Sven‑Olof Lindblad; Lead Independent Director role provides independent oversight .
Committee roles table:
| Committee | Role | Notes |
|---|---|---|
| Audit | Member | Audit financial experts designated: T. Smith, A. Stuart, A. Reavis (Mr. Bisnow is not designated a financial expert) |
| Compensation | Member | Committee oversees exec pay; report signed by Chair J. Fahey with members E. Bisnow, P. Kaufman, A. Reavis |
| Nominating | — | Not a member |
Fixed Compensation
- Standard non‑employee director compensation (2024): $70,000 cash annual fee; annual restricted stock grant ~$110,000; additional chair fees: Audit $25,000, Compensation $20,000, Nominating $17,500 (chairs only) .
- Mr. Bisnow 2024 actual compensation: $70,000 cash; $109,999 stock awards; total $179,999 .
- Equity grant timing/vesting: 2024 grant in August 2024; 14,647 restricted shares per director vesting August 2025, subject to service .
- Director stock ownership guidelines: Adopted Oct 2024—each non‑employee director has five years to achieve ownership equal to 5x cash retainer .
- Director deferred comp program: Directors may elect to defer director comp or receive Company shares in lieu of cash .
- Board expedition perk: One expedition per year at no cost to the director; family may accompany at cost (plus airfare); designed to enhance business understanding .
Director compensation (2024 actual):
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $70,000 | Non‑employee director cash fee |
| Equity (restricted stock) | $109,999 | 14,647 restricted shares granted Aug 2024; vest Aug 2025 |
| Committee chair fees | $0 | Not a chair (Audit Chair $25k; Comp Chair $20k; Nominating Chair $17.5k policy) |
| Total | $179,999 | Sum of cash and equity grant date value |
Performance Compensation
- Structure: Non‑employee director compensation does not include performance‑based cash incentives or PSUs; equity is time‑vested restricted stock (no options awarded to directors in 2024) .
- Clawbacks/plan protections: Equity plan prohibits repricing without stockholder approval; no single‑trigger vesting; no tax gross‑ups; awards subject to Company clawback policy .
Performance linkage summary (Directors):
| Component | Performance link | Vesting/Terms |
|---|---|---|
| Cash retainer | None | Annual fee |
| Restricted stock | None (time‑based) | 2024 grant vests Aug 2025, service‑based |
| Options/PSUs | None | Not part of standard director pay in 2024 |
| Clawback applicability | Yes (policy in place) | Equity subject to clawback requirements |
Other Directorships & Interlocks
- Current public company boards for Mr. Bisnow: None disclosed in LIND’s proxy biography .
- Interlocks: The proxy states no interlocking relationships exist between LIND’s Board/Compensation Committee and other entities’ boards/compensation committees in the last fiscal year .
Expertise & Qualifications
- Core credentials: Entrepreneur and operator in large‑scale events and experiential businesses (Summit Series; Powder Mountain), media (Bisnow Media), and early‑stage investing (Uber, Coinbase, Warby Parker) .
- Audit expertise designation: Not identified by the Board as an “audit committee financial expert” (designated experts are T. Smith, A. Stuart, A. Reavis) .
Equity Ownership
Beneficial ownership (as of April 8, 2025):
| Holder | Common Shares Beneficially Owned | % of Common | Series A Preferred | % of Series A | Total Voting Power |
|---|---|---|---|---|---|
| Elliott Bisnow | 59,198 | <1% | — | — | <1% |
Beneficial ownership detail and vesting:
- Breakdown: 46,968 shares held directly; 9,784 via Umbrella Holding Co. LLC; 2,446 via Peak Street Management LLC (both controlled by Mr. Bisnow) .
- Excludes unvested director stock: 14,647 restricted shares vesting August 8, 2025 (service‑based) .
- Ownership guidelines: 5x cash retainer within five years (adopted Oct 2024); individual compliance status not disclosed .
Governance Assessment
- Positive indicators: Independent status; serves on both Audit and Compensation Committees; attendance met Board threshold (>80% for 2024); equity retainer and newly adopted ownership guidelines align directors with shareholders; clawback policy and equity plan protections (no repricing, no single‑trigger, no tax gross‑ups) support governance quality .
- Potential watch‑items: Director expedition travel perk is business‑oriented but can raise optics; value is limited by policy and intended to deepen business understanding .
- Related‑party/conflicts: No related‑party transactions disclosed for Mr. Bisnow; Related Person Policy reviewed by Audit Committee; Section 16(a) compliance noted with no issues cited for him .
- Shareholder feedback context: 2024 say‑on‑pay support was 77%, and the Compensation Committee engaged an independent consultant (FW Cook) and made program changes to strengthen pay‑for‑performance (context for compensation governance at the company) .