Mark Ein

About Mark D. Ein

Age 60. Co-Chair of the Board and Lead Independent Director (since January 2025); Director since March 2013 (previously Chairman prior to business combination) . Investor and entrepreneur who founded and leads Capitol Investment Corp, Leland Investment Corp, and Venturehouse Group; involved in six billion-dollar companies and over $3B of investments . Education: B.S. in Economics (Finance), Wharton School, University of Pennsylvania; M.B.A., Harvard Business School .

Past Roles

External Roles

Board Governance

• Roles and structure: Co-Chairs of the Board are Mark D. Ein and Sven-Olof Lindblad; Ein also serves as Lead Independent Director .
• Committee assignments: Chair, Nominating Committee; not a member of the Audit or Compensation Committees .
• Independence: Board determined Ein is independent under Nasdaq standards .
• Attendance and activity: Board met 8 times in 2024; each director attended ≥80% of applicable Board/committee meetings; Audit Committee met 4 times; Compensation Committee 4 times; Nominating Committee 3 times .
• Audit Committee financial expertise: Audit Committee members deemed financially sophisticated; Reavis, Smith, and Stuart qualify as “audit committee financial experts” (Ein is not on Audit) .

Fixed Compensation

• Director ownership guidelines: Adopted Oct 2024; requirement = 5x cash retainer within 5 years .

Performance Compensation

• Performance metrics: Director equity awards are service-based; no performance conditions disclosed for director compensation .

Other Directorships & Interlocks

No related-party transactions involving Ein were disclosed for 2024–2025; Audit Committee oversees related-party reviews .

Expertise & Qualifications

• Capital allocation and M&A: Founder/operator with >$3B invested across multiple industries and several billion-dollar outcomes .
• Governance leadership: Chair/Nominating Committee chair; Lead Independent Director; prior vice chair and director roles at public companies .
• Education: Wharton (B.S. Econ/Finance) and Harvard Business School (M.B.A.) .

Equity Ownership

Governance Assessment

• Strengths

  • Lead Independent Director and Co-Chair with clear independence determination under Nasdaq; not on Audit or Compensation, reducing conflicts in oversight .
  • Significant “skin in the game” at ~6.0% ownership; also elected RSUs in lieu of cash fees, increasing alignment .
  • Chair of Nominating Committee; board met regularly and directors maintained ≥80% attendance; committees active .
  • Formal clawback policy; LTIP prohibits option repricing; no tax gross-ups; director pay cap $500k per year .

• Watch items / potential red flags

  • Hedging policy permits certain hedging/monetization transactions; not an outright prohibition—investors may prefer stricter anti-hedging/anti-pledging language .
  • Perquisite policy allows one complimentary expedition annually for directors; family can travel at company cost plus airfare—modest perk but notable in travel sector .
  • Say-on-pay support at 2024 annual meeting was 77%, below typical large-cap norms (>90%), though it passed; Compensation Committee made 2025 design changes to strengthen pay-for-performance .

• Related-party/Conflicts

  • No related-party transactions disclosed for Ein in 2024–2025; his significant holdings via a controlled entity (Capitol Acquisition Management 2 LLC) are fully disclosed; independence maintained under Nasdaq standards .

Additional Reference Data

• Board composition and classes; Ein is a Class C director (term expiring 2027) .
• Board leadership structure (Co-Chairs: Ein and Lindblad) and role of Lead Independent Director when appropriate .
• Audit Committee financial experts identified (Reavis, Smith, Stuart) .

All information above is sourced from Lindblad’s 2025 Definitive Proxy Statement (DEF 14A) filed April 22, 2025. Citations: .