Rick Goldberg
LINDBLAD EXPEDITIONS HOLDINGSAbout Rick Goldberg
Rick Goldberg, age 40, is Chief Financial Officer of Lindblad Expeditions Holdings, Inc. (LIND), appointed effective December 31, 2024; he holds a B.A. from Harvard College and an M.B.A. from Harvard Business School . In Q2 2025 under his finance leadership, the company reported revenue of $167M (+23% YoY), adjusted EBITDA of $24.8M (+139% YoY), occupancy up 8 pts to 86%, and net yield per available guest night up 13% to $1,241, reflecting margin expansion and improved cash generation . 2024 say‑on‑pay support was 77%, with the proxy emphasizing enhanced pay‑for‑performance design and an increase in PSU weighting for 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Founders Table Restaurant Group | Chief Financial Officer | 2021–2024 | Led finance, real estate & development, franchising, customer insights |
| Jackson Hewitt Tax Service Inc. | CFO; SVP Strategy & Finance; VP Strategy & Customer Experience | Not disclosed | Led finance, strategy, pricing, franchise sales, real estate & development, HR, customer insights, digital & direct marketing; managed Walmart relationship |
| City Wine Tours | Co‑Founder & COO | 2011–2017 | Co‑founded and operated consumer services business |
| Monitor Group | Strategy Consultant | Not disclosed | Early career in strategy consulting |
External Roles
- None disclosed specific to public company boards or non-profit roles for Mr. Goldberg in LIND filings .
Fixed Compensation
| Component | Terms / Amount |
|---|---|
| Base Salary (2025) | $475,000 |
| Target Annual Bonus | 75% of base salary, performance-based; paid by 75 days post-year end |
| 2024 Hiring Bonus | $75,000 (paid in March 2025, subject to employment on payment date) |
| Annual Equity Target | Grant date fair value targeted at 100% of base; mix 40% time-vest RSUs / 60% PSUs (performance share units) |
Performance Compensation
Short-Term (Annual) Incentive Mechanics (2025 program)
| Metric | Weighting / Adjustment | Target Basis | Individual Modifier | Payout Basis |
|---|---|---|---|---|
| Adjusted EBITDA | 100% weighting | Committee-set targets; discretion to adjust for unusual items | 0.75x–1.25x based on individual performance | Annual cash bonus |
| Net Yield per Available Guest Night | Up to +10% addition for exceeding target | Committee-set thresholds | Applies via overall plan | Annual cash bonus |
| Guest Satisfaction | ±10% addition/reduction | Thresholds above/below target | Applies via overall plan | Annual cash bonus |
| Vessel Safety | Up to ±6% addition/reduction based on incident ranges | Safety performance bands | Applies via overall plan | Annual cash bonus |
Long-Term Incentives (RSUs, PSUs)
| Award | Grant Date | Shares/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Signing RSUs | 12/31/2024 | 50,000 RSUs; grant date fair value $593,000 | 25% on each Mar 31, 2026, 2027, 2028, 2029 | |
| Annual RSUs (2025) | 3/31/2025 | $190,000 (20,496 RSUs) | 33% each on Mar 31, 2026, 2027, 2028 | |
| Annual PSUs (2025) | 3/31/2025 | 30,744 PSUs (CEO/CFO mix 60% PSUs / 40% RSUs) | Cliff vest Mar 31, 2028, subject to performance | 3‑year cumulative Adjusted EBITDA and revenue growth (shifted from annual measurement to 3‑year cumulative in 2025) |
The 2025 LTIP increases performance orientation by shifting to 60% PSUs for CEO/CFO and measuring over a 3-year cumulative horizon .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common) | “—” shares; <1% of outstanding (asterisk denotes less than 1%) |
| Unvested RSUs | 50,000 RSUs (25% vest 2026–2029); 20,496 RSUs (33% vest 2026–2028) |
| Unvested PSUs | 30,744 PSUs (vest March 31, 2028, subject to achievement) |
| Options | None disclosed for Rick Goldberg |
| Pledging/Hedging | No pledging disclosed. Company hedging policy prohibits hedges that remove “full risks and rewards” of ownership; otherwise permits certain monetization mechanisms (e.g., collars, swaps, PVFs) subject to policy |
| Stock Ownership Guidelines (NEOs) | 3x base salary; 5 years to achieve (adopted Oct 2024) |
| Compliance Status | Not disclosed |
Vesting Timetable (Insider Selling Pressure Signals)
| Tranche | Date(s) | Shares | Notes |
|---|---|---|---|
| Signing RSUs | Mar 31, 2026–2029 | 50,000 total | 25% annually |
| Annual RSUs (2025) | Mar 31, 2026–2028 | 20,496 total | 33% annually |
| Annual PSUs (2025) | Mar 31, 2028 | 30,744 target | Vests only if 3‑yr performance achieved |
Employment Terms
| Term | Detail |
|---|---|
| Start Date; Role | CFO effective December 31, 2024 |
| Contract Term | Through December 31, 2028; auto-renew for 12-month periods unless notice 60 days prior |
| Severance (No CIC) | 1.0x base salary (highest during term) paid over 12 months; prior-year bonus if earned; prorated current-year bonus; COBRA reimbursement up to 12 months (or cash in lieu if needed); requires release; non-compete/non-solicit compliance |
| Severance (Change-in-Control) | 1.0x (base salary + target bonus) over the severance period; prior-year bonus if earned; COBRA reimbursement during severance period; applies for terminations within 1 year post‑CIC or during a definitive CIC agreement; requires release; non-compete/non-solicit compliance |
| Non-Compete | 12 months post-termination; worldwide against businesses directly competing with LIND’s marine-based expeditions (≥10% of revenues) |
| Non-Solicit | 24 months post-termination (employees, customers, suppliers) |
| Arbitration | JAMS in New York, NY; company pays arbitrator fees; injunctive relief carve-out |
| 280G Parachute Payments | Cut‑back to avoid excise tax if net after-tax benefit is higher; no gross‑up |
| D&O / Indemnification | D&O coverage at least as favorable as current officers; full indemnification with advancement of fees |
| Clawback Policy | Company will recover erroneously awarded incentive compensation from NEOs per policy (filed as exhibit to 10‑K) |
| Hedging Policy | Restricts hedging that eliminates full risks and rewards; permits certain structures under policy |
Performance & Track Record
- Q2 2025 performance: revenue $167M (+23% YoY), adjusted EBITDA $24.8M (+139% YoY); occupancy rose to 86% (+8 pts) with net yield per available guest night up 13% to $1,241; adjusted EBITDA margin expanded 720 bps to 14.8%; cash increased to $247.3M with $77.6M CFO and higher bookings; management cited cost structure innovation, fleet/land brand growth, and royalty step-ups aligned with National Geographic/Disney initiatives .
- 2024 say‑on‑pay: 77% approval; 2025 program changes strengthened pay‑for‑performance (PSU mix increased; 3‑yr cumulative metrics) .
Compensation Committee Analysis (Context)
- Compensation Committee members: Chair John M. Fahey; members Elliott Bisnow, Pamela Kaufman, Annette Reavis; use of independent consultant FW Cook for program design and benchmarking .
Compensation Peer Group (Item 402(v) context)
- For Pay vs Performance disclosure, peer group TSR reference switched to S&P 1500 Hotels, Resorts and Cruise Lines Index (prior: FTSE 100) .
Investment Implications
- Pay‑for‑performance alignment is improving: 2025 LTIP shifts CEO/CFO mix to 60% PSUs with 3‑year cumulative EBITDA and revenue growth metrics, which should reduce windfall risk and tie pay to medium‑term value creation .
- Near‑term insider supply risk: RSU tranches vest each March 31 (2026–2029 for signing grant; 2026–2028 for annual RSUs), potentially adding selling pressure; PSU vest in 2028 contingent on performance, moderating earlier overhang .
- Retention and change‑in‑control economics are moderate: single/double‑trigger severance equals 1x base (plus target bonus under CIC) and COBRA; non‑compete (12 months) and non‑solicit (24 months) provide protection; no excise tax gross‑up, only a cut‑back, limiting shareholder-unfriendly costs .
- Ownership alignment: NEO stock ownership guidelines (3x salary within five years) encourage accumulation; no pledging disclosed; hedging policy permits certain structures, but prohibits arrangements that remove full risk/reward—investors should monitor compliance and Form 4 activity as vest dates approach .
- Execution signals: Q2 2025 operating metrics (occupancy, yield, margins) alongside strong cash generation suggest effective commercial and cost initiatives under the new leadership team; continued delivery on cumulative PSU metrics would validate the design and bolster confidence in pay outcomes .