Natalya Leahy
LINDBLAD EXPEDITIONS HOLDINGSAbout Natalya Leahy
Natalya Leahy, age 47, became CEO of Lindblad Expeditions Holdings, Inc. effective January 1, 2025. She was formerly President of Seabourn and previously served as COO and CFO for Holland America Group; earlier roles include leadership positions at Procter & Gamble, the United Nations, Coca-Cola, and Le Meridien Uzbekistan. She holds an MBA from Michigan State University and an MS in Banking and Finance from Tashkent Financial University and serves on the board/audit committee of Manson Construction, the MSU Business School Advisory Board, and the University of Washington Global Business Center Board .
Lindblad performance since her appointment (quarterly revenues and EBITDA):
| Metric | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|
| Revenues ($USD) | $136.5M | $206.0M | $148.6M | $179.7M | $167.9M | $240.2M |
| EBITDA ($USD) | $5.4M* | $42.2M* | $13.0M* | $26.1M* | $19.1M* | $51.7M* |
| Values marked with * retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Seabourn | President | Not disclosed | Led all aspects of global luxury cruise operations; ~4,000 employees |
| Holland America Group | COO; CFO | Not disclosed | Senior leadership across operations and finance for a multi-brand division of Carnival Corp |
| Procter & Gamble; United Nations; Coca-Cola; Le Meridien Uzbekistan | Various leadership roles | Not disclosed | Global finance and operations experience across blue-chip and international institutions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Manson Construction Co. | Director; Audit Committee | Not disclosed | Governance oversight for major U.S. marine construction projects |
| Michigan State University Business School | Advisory Board | Not disclosed | Academic/industry advisory engagement |
| University of Washington Global Business Center | Board | Not disclosed | Global business education oversight |
| Seattle Aquarium | Former Board Member | Not disclosed | Community and environmental stewardship |
Fixed Compensation
| Component | Detail | Amount/Date |
|---|---|---|
| Base Salary | Annual base salary | $600,000, effective 2025 |
| Target Bonus | Annual cash incentive target | 75% of base; 2025 bonus guaranteed ≥ 75% of base upon continued employment through payment date |
| Relocation | One-time relocation payment to move to NYC area | $75,000 in May 2025; repayable if not relocated by Sept 1, 2025 |
| Attorneys’ Fees | Reimbursement | Up to $15,000 for employment agreement negotiation |
| Retention Award | One-time cash retention | $1,125,000 paid Feb 7, 2025; repay if resigns without Good Reason before Dec 31, 2026 or terminated for Cause before Dec 31, 2025 |
Performance Compensation
Annual Bonus Design (2025)
| Metric | Weighting / Mechanics |
|---|---|
| Adjusted EBITDA | 100% base weighting |
| Net Yield per Available Guest Night | Up to +10% addition if exceeding target |
| Guest Satisfaction | ±10% adjustment based on threshold above/below target |
| Vessel Safety | Up to ±6% adjustment based on incident ranges |
| Individual Multiplier | 0.75x–1.25x based on individual performance |
One-Time Equity Awards (granted near Effective Date)
| Award Type | Shares | Vesting / Conditions |
|---|---|---|
| Replacement RSUs | 85,811 | Three substantially equal installments in March 2025, March 2026, March 2027; continued employment required |
| Signing RSUs | 100,000 | Four equal installments in March 2026, March 2027, March 2028, March 2029; continued employment required |
| Performance RSUs (Price Hurdles) | 50,000 | Vest if stock closes ≥ $15 for any 20 consecutive days within 5 years; expire at year 5 if unearned |
| Performance RSUs (Second Hurdle) | 50,000 | Vest if stock closes ≥ $20 for any 20 consecutive days within 5 years; expire at year 5 if unearned |
| Performance RSUs (Third Hurdle) | 15,000 | Vest if stock closes ≥ $25 for any 20 consecutive days within 5 years; expire at year 5 if unearned |
Annual Long-Term Incentive (targeted at 100% of base)
| Year | Instrument | Target Mix | Grant Detail |
|---|---|---|---|
| 2025 | RSUs and PSUs | 40% RSUs / 60% PSUs | RSUs with grant-date value ~$240,000 (25,889 units); PSUs with grant-date value ~$360,000; 3-year cumulative performance on Adjusted EBITDA and revenue growth; vest March 31, 2028, subject to targets and service |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 17,349 common shares owned (less than 1% of outstanding) as of April 8, 2025 |
| Unvested Time-Based RSUs | 57,207 RSUs (vest 50% March 31, 2026 and March 31, 2027); 100,000 RSUs (vest 25% each March 31, 2026–2029); 25,890 RSUs (vest 33% March 31, 2026–2028) |
| Unvested PSUs | 38,835 PSUs (vest March 31, 2028 subject to performance); 115,000 stock-price PSUs tied to $15 / $20 / $25 hurdles |
| Ownership Guidelines | NEO stock ownership guideline: 3x base salary, 5-year compliance period (adopted Oct 2024); compliance status not disclosed |
| Hedging/Pledging | Policy restricts hedging that removes full risk of ownership; officers/directors may otherwise use certain instruments; no pledging disclosure noted |
Employment Terms
| Provision | Summary |
|---|---|
| Term | 5-year initial term starting Jan 1, 2025; auto-renews for 12-month periods unless 60-day prior non-renewal notice |
| Position | Chief Executive Officer; reports to Board; relocate to NYC area by Sept 1, 2025 |
| Non-Compete | 12 months post-termination worldwide in businesses directly competing with Lindblad’s marine-based expeditions; passive ≤5% public ownership permitted |
| Non-Solicit | 24 months post-termination; customers/suppliers and employees/contractors |
| Notice/Garden Leave | Company may keep executive off premises during notice period while paying full compensation and benefits |
| Severance (No CIC) | 1.0x base salary paid over 12 months; prior-year annual bonus if earned; pro-rated current-year bonus; COBRA reimbursement up to 12 months; immediate vesting of unvested Replacement RSUs at termination |
| Severance (CIC) | 1.5x (base + target bonus) over 18 months; prior-year bonus if earned; immediate vesting of unvested Replacement RSUs; COBRA reimbursement during CIC period |
| 280G Cutback | Payments reduced if necessary to avoid excise tax, using “best net” methodology with Independent Advisors determining amounts |
| Arbitration | JAMS-administered binding arbitration in New York; D&O indemnification and coverage provided |
| Clawback | Company-adopted clawback policy to recover erroneously awarded incentive-based compensation; filed as exhibit to Annual Report |
| Ownership/Board Service | Outside board service allowed subject to consent; Manson Construction board role permitted |
Compensation Structure Analysis
- Equity-heavy mix with multi-year vesting and price hurdles signals alignment to shareholder value; annual equity targeted at 100% of base with 60% PSUs increasing performance orientation from 2025 .
- 2025 annual bonus tied primarily to Adjusted EBITDA with modifiers for Net Yield, Guest Satisfaction, safety, and individual performance, improving pay-for-performance linkage after 2024 say-on-pay feedback (77% approval) .
- Retention and relocation incentives ($1.125M cash retention; $75k relocation) mitigate near-term transition risk but include repayment provisions, strengthening retention alignment .
Risk Indicators & Red Flags
- Change-in-control economics include 1.5x base + target bonus and accelerated vesting of Replacement RSUs; 280G cutback reduces parachute risk exposure .
- Hedging policy allows certain monetization mechanisms while restricting removal of full risk; no pledging disclosure—monitor for future pledging statements in proxies/Form 4s .
- Clawback policy in place for incentive compensation; arbitration and non-compete/non-solicit provisions enforce post-employment discipline .
Equity Vesting Cadence & Potential Selling Pressure
| Date | Instrument | Shares | Condition |
|---|---|---|---|
| Mar 31, 2025 | Replacement RSUs | ~28,600 (first third of 85,811) | Time vesting; continued employment |
| Mar 31, 2026 | Replacement RSUs | ~28,600 (second third) | Time vesting |
| Mar 31, 2026 | Signing RSUs | 25,000 | Time vesting (25% tranche) |
| Mar 31, 2026 | RSUs (additional award) | Portion of 25,890 | Time vesting 33% |
| Mar 31, 2027 | Replacement RSUs | ~28,600 (final third) | Time vesting |
| Mar 31, 2027–2029 | Signing RSUs | 25,000 per year | Time vesting |
| 2025–2030 (rolling) | Price-hurdle RSUs | 50k @ $15; 50k @ $20; 15k @ $25 | Earn only if price hurdles achieved for 20 consecutive days; expire at year 5 if unearned |
| Note: Sales pressure depends on individual trading decisions and blackout periods; monitor Form 4 filings when available. No Form 4 transactions were found in the current system search [ListDocuments result]. |
Say-on-Pay & Peer Context
- 2024 say-on-pay approval: 77%; Compensation Committee retained FW Cook to strengthen performance alignment in 2025 program (shift to 60% PSUs; EBITDA-focused bonus) .
- Company-selected measure for pay-versus-performance: Adjusted EBITDA; peer TSR reference: S&P 1500 Hotels, Resorts and Cruise Lines Index (for historical PVP reporting; not specific to 2025) .
Investment Implications
- Strong performance alignment: 60% PSUs in annual LTI and price-hurdle RSUs create high leverage to sustained EBITDA and stock price execution; upside tied to meeting multi-year targets .
- Retention risk appears contained near term: $1.125M retention award with clawback and relocation covenant suggests commitment through at least year-end 2026; severance/CIC terms reduce disruption risk in strategic scenarios .
- Potential supply overhang: Multi-year RSU tranches (85,811 replacement + 100,000 signing + additional RSUs) will settle annually 2025–2029; price-hurdle RSUs could add up to 115,000 shares if thresholds met—monitor vesting dates and trading windows for liquidity effects .
- Governance safeguards: Clawback, non-compete/non-solicit, arbitration, and 280G cutback mitigate compensation-related risk; ownership guidelines target 3x salary for NEOs (compliance status not disclosed) .