Sven-Olof Lindblad
LINDBLAD EXPEDITIONS HOLDINGSAbout Sven-Olof Lindblad
Founder of Lindblad Expeditions; currently Co‑Chair of the Board (since January 2025; previously Co‑Chair March 2021–July 2023) and former CEO (from inception through May 2021; returned July 2023–December 2024). Age 74. Board service since July 2015. Not an independent director (founder, former CEO, and major shareholder). Recognized for expedition travel leadership and ocean advocacy (Charles Darwin Foundation GA member; boards of The Safina Center and RARE; founding member Ocean Elders; advisor to Pristine Seas) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lindblad Expeditions Holdings, Inc. | Co‑Chair of the Board | Jan 2025–present | Board leadership; not independent |
| Lindblad Expeditions Holdings, Inc. | Chief Executive Officer | Jul 2023–Dec 2024 | Led post‑COVID recovery; CEO compensation and incentive outcomes summarized below |
| Lindblad Expeditions Holdings, Inc. | Co‑Chair of the Board | Mar 2021–Jul 2023 | Board leadership |
| Lindblad Expeditions Holdings, Inc. | President & Chief Executive Officer | Founding–May 2021 | Company founder; expedition category pioneer |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charles Darwin Foundation (Galápagos) | Honorary Member, General Assembly | n/a | Conservation advocacy |
| The Safina Center | Board Member | n/a | Ocean conservation |
| RARE | Board of Trustees | n/a | Conservation |
| Ocean Elders | Founding Member | n/a | Ocean policy advocacy |
| Pristine Seas | Board of Advisors | n/a | Marine protection |
Board Governance
- Board leadership and independence: Co‑Chairs are Mark D. Ein (also Lead Independent Director) and Sven‑Olof Lindblad; Ein is independent, Lindblad is not listed among independent directors .
- Committee assignments: Not assigned to Audit, Compensation, or Nominating Committees (non‑employee committee matrix shows no membership for Lindblad) .
- Attendance: Board met 8 times in 2024; each director attended at least 80% of Board and assigned committee meetings .
- Executive sessions: Lead Independent Director structure in place; independent committees operate under charters .
Fixed Compensation (Director)
| Item | 2024 Program Terms | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $70,000 | Approved for 2024 |
| Board Chair/Co‑Chair additional cash | $80,000 | Applies to Chair or Co‑Chair |
| Committee Chair cash – Audit | $25,000 | |
| Committee Chair cash – Compensation | $20,000 | |
| Committee Chair cash – Nominating | $17,500 | |
| Director health benefits (Mr. Lindblad) | Company expects to pay health benefits during service | Perquisite unique to Lindblad going forward |
| 2024 Cash actually paid to S‑O Lindblad as director | $0 | He was CEO during 2024; no additional director pay |
Additional program feature: Directors may take one expedition per calendar year at no cost to the director; immediate family may accompany at company cost+airfare (policy intended to deepen business understanding) .
Performance Compensation (Director)
| Item | Annual Equity Terms | Grant Mechanics |
|---|---|---|
| Annual equity (non‑employee directors) | $110,000 restricted stock | 2024 grant equated to 14,647 shares vesting Aug 2025, service‑based |
Note: Lindblad did not receive 2024 director equity because he served as CEO; in 2023 as director he received only partial cash fees (no equity) before returning as CEO .
Performance metric governance (companywide): Compensation Committee uses Adjusted EBITDA, Net Yield per Available Guest Night, Guest Satisfaction for annual incentives; long‑term PSUs based on Adjusted EBITDA and Revenue. 2024 NEO bonus payout weighted result = 106% of target; CEO 2024 bonus $306,779 .
Other Directorships & Interlocks
| Company | Public? | Role | Overlap/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Lindblad |
Expertise & Qualifications
- Founder/Operator with decades of expedition travel experience; environmental/ocean advocacy leadership; extensive public company leadership and operational experience recognized by Board as key qualification .
- Not designated as financial expert; not serving on audit or comp committees .
Equity Ownership
| Measure | Amount | As‑of | Notes |
|---|---|---|---|
| Common shares beneficially owned | 11,775,063 | Apr 8, 2025 | 21.6% of outstanding common; significant influence |
| Total voting power (incl. preferred on as‑converted basis) | 18.6% | Apr 8, 2025 | Based on combined 63,172,607 votes |
| Unvested RSUs (outstanding at 12/31/24) | 100,000 | Dec 31, 2024 | Scheduled to vest 50% Jan 21, 2025 and 50% Jul 21, 2025 |
| Stock options outstanding | — | Dec 31, 2024 | None reported |
No disclosure of any share pledging; company policy restricts hedging that removes full risks/rewards of ownership for officers and directors .
Governance Assessment
Key findings
- Independence and influence: Lindblad is not independent and holds 21.6% of common stock (18.6% voting power), while serving as Co‑Chair. This concentration of influence plus non‑independence elevates governance risk around board oversight and potential related‑party optics, mitigated by a Lead Independent Director and independent committee structure .
- Committee roles: He holds no committee seats; oversight of audit/compensation/nominating remains with independent directors, which is positive for checks and balances .
- Attendance/engagement: At least 80% attendance in 2024; indicates baseline engagement .
- Director compensation alignment: Non‑employee director pay is balanced (cash + time‑vested equity). A unique perquisite—company‑paid health benefits for Lindblad as a director—should be monitored for optics. Director expedition benefit is disclosed but business‑purpose justified .
- Pay‑for‑performance (management history): As 2024 CEO, Lindblad’s total comp was modest versus peers historically, with one‑time founder/CEO equity grant in 2023 and a 2024 annual bonus tied to financial/operational metrics. 2024 say‑on‑pay received 77% support (watch‑list level; increased transparency and 2025 program changes noted) .
- Policies and controls: Formal related‑party review process; clawback policy adopted; hedging curtailed for risk‑neutralizing transactions. 2024 related‑party disclosure involved another director’s family member; no transactions involving Lindblad disclosed .
Red flags and watch items
- Concentrated control + board leadership: Founder/Co‑Chair with ~19% voting power and non‑independence heightens oversight risk; reliance on Lead Independent Director and committee independence is critical .
- Perquisites: Company‑paid health benefits for Lindblad as a director; ensure clear rationale and value disclosure in future proxies (optics risk) .
- Say‑on‑pay outcome: 77% in 2024—acceptable but below best‑in‑class; Compensation Committee has adjusted programs in 2025 (greater PSU weight, 3‑year cumulative metrics) which is a positive response .
Supporting details and disclosures
- Committee membership matrix shows no committee service for Lindblad; Audit (Chair Smith; members Reavis, Stuart), Compensation (Chair Fahey; members Kaufman, Reavis), Nominating (Chair Ein; members Fahey, Reynolds, Schultz) .
- Director compensation schedule and 2024 director awards/fees; Lindblad at $0 director pay in 2024 due to CEO role; expected director health benefits disclosed .
- Beneficial ownership and voting power quantified; no pledge disclosure; unvested RSUs vesting schedule provided .
- Related party policy and 2024 related‑party disclosure (Allison Fahey employment) .
- Clawback and hedging policies .
- Board/meeting attendance .
- Lead Independent Director designation (Mark D. Ein) and Co‑Chair structure .
SAY‑ON‑PAY & SHAREHOLDER FEEDBACK
- 2024 say‑on‑pay support: 77% For; company adjusted incentive design for 2025 (100% EBITDA for AIP with modifiers; 60% PSU/40% RSU LTI for CEO/CFO; shift to 3‑year cumulative PSU metrics) .
COMPENSATION COMMITTEE ANALYSIS
- Committee: Chair John M. Fahey; members Elliott Bisnow, Pamela Kaufman, Annette Reavis (2025) .
- Advisor: Frederic W. Cook & Co. engaged; independence evaluated .
RELATED‑PARTY TRANSACTIONS (Monitoring)
- No Lindblad‑specific related‑party transactions disclosed in 2024–2025 proxies; company’s only disclosed 2024 related party: employment of director’s daughter (Allison Fahey) with $175,028 compensation; Audit Committee oversight per policy .