Tad Smith
LINDBLAD EXPEDITIONS HOLDINGSAbout Thomas S. “Tad” Smith, Jr.
Independent director at Lindblad Expeditions Holdings, Inc. (LIND) since March 2020; age 59 (as of the 2025 proxy). Former CEO of Sotheby’s and The Madison Square Garden Company, with earlier senior roles at Cablevision and Reed Elsevier’s Reed Business Information. Education: MBA, Harvard Business School (George F. Baker Scholar; Horace W. Goldsmith Fellow); BA, Princeton (School of Public & International Affairs; R.W. Van de Velde Award) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sotheby’s (NYSE-listed until 2019) | President & CEO | Mar 2015–Oct 2019 | Digitized, expanded, modernized, and led sale of the company in multibillion-dollar transaction . |
| The Madison Square Garden Company (public at time) | President & CEO | Feb 2014–Mar 2015 | Led diversified media, live entertainment, and sports company (Knicks, Rangers) . |
| Cablevision | President, Local Media; added Cablevision Media Sales | 2009–2014 | Ran NY metro local media business; oversaw media sales . |
| Reed Elsevier/Reed Business Information | CEO, US B2B division | 2000–2009 | Oversaw and digitized >100 media/data businesses (Variety, Interior Design, Publishers Weekly, etc.) . |
| The Key (private) | CEO | Nov 2020–Jul 2023 | Home-care company across US/Canada/Australia . |
| Capitol Investment Corp V (SPAC) | Director | Oct 2020–Jul 2021 | Stepped down after merger with Doma . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Durable Money LLC | Managing Member | Mar 2020 | Private investment and advisory firm . |
| 1RoundTable Partners / 10T Holdings | General Partner / Partner | Since Jun 2023 | Growth equity in blockchain; associated entities include Futureverse, Doodles, Qredo, Blockworks, Candy Digital (board/observer roles) . |
| The Fine Art Group (London) | Chairman of the Board | Since Sep 2023 | Leading art advisory and financing firm . |
| Simulmedia (private adtech) | Board Member | — | New York-based . |
| Verishop (e‑commerce) | Board Observer | — | Dallas-based . |
| Julien’s Auction House | Board Member | — | Los Angeles-based . |
| Alzheimer’s Drug Discovery Foundation | Board of Governors | — | Nonprofit service . |
| Palm Beach Civic Association; Preservation Foundation of Palm Beach | Board roles | — | Civic organizations . |
| Hospital for Special Surgery | Advisory Board | — | Advisory role . |
| Norton Museum of Art | Board of Trustees | — | Trustee . |
| NYU Stern School of Business | Adjunct Professor | Since 1999 | Finance and strategy (MBA course) . |
Board Governance
- Independence: Board determined Mr. Smith is independent under Nasdaq rules .
- Committee assignments (2024–2025):
- Audit Committee: Chair ; designated “audit committee financial expert” and financially sophisticated ; Audit Committee Report signed by him as Chair .
- Nominating Committee: Member .
- Compensation Committee: Not a member .
- Attendance and meetings:
- Board met 8 times in 2024; each director attended at least 80% of aggregate Board and committee meetings during their service period .
- Committee activity 2024: Audit (4 meetings), Compensation (4), Nominating (3) .
Fixed Compensation (Director)
| Component | Policy/Amount | Mr. Smith (2024) |
|---|---|---|
| Annual cash retainer (non-employee director) | $70,000 | Included in total cash below . |
| Committee Chair fee (Audit) | $25,000 | Included in total cash below . |
| Equity grant (annual) | ~$110,000 in restricted stock; Aug 2024 grant of 14,647 restricted shares vesting Aug 2025 | Stock awards $109,999; 14,647 restricted shares vest Aug 8, 2025 . |
| Total cash paid (2024) | — | $88,750 . |
| Total director compensation (2024) | Cash + equity | $198,749 . |
| Stock ownership guideline (adopted Oct 2024) | 5x cash retainer within five years | Applies; individual compliance status not disclosed . |
Notes:
- Directors may elect to defer compensation or take stock in lieu of cash under a deferred compensation program .
- Directors Expedition Policy permits one company expedition annually (family may accompany at cost) .
Performance Compensation (Director)
- No performance-based pay disclosed for non-employee directors; annual equity is time-based restricted stock (no performance metrics) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Smith in 2025 proxy . |
| Prior public company boards/roles | Director at Capitol Investment Corp V (SPAC) until July 2021; previously CEO roles at public companies (Sotheby’s; The Madison Square Garden Company) . |
| Potential interlocks | Historical ties to “Capitol” platform: Mr. Smith served on Capitol Investment Corp V board ; LIND Co‑Chair/Lead Independent Director Mark D. Ein is founder of Capitol Investment platform ; Director L. Dyson Dryden was President, CFO and director of multiple Capitol SPACs including Capitol Investment Corp V . No related-party transactions involving Mr. Smith are disclosed . |
Expertise & Qualifications
- Capital markets and transaction leadership (sale of Sotheby’s; SPAC/board experience) .
- Media, data, marketing analytics, and digital transformation expertise (Reed Business Information; Simulmedia; Meta-analytics exposure via career; teaching finance/strategy) .
- Recognized as audit committee financial expert; strong financial oversight credentials .
- Extensive network across media, arts, technology, and blockchain ecosystems .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficially owned LIND common shares | 77,942 | <1% of outstanding; as of April 8, 2025 . |
| Unvested restricted stock (granted Aug 2024) | 14,647 | Vests Aug 8, 2025; excluded from beneficial ownership total . |
| Ownership as % of shares outstanding | <1% | Based on 54,586,397 shares outstanding . |
| Pledging/hedging | Company policy restricts hedging that removes full risks/rewards; otherwise allows certain monetization/hedging mechanisms; no director-specific pledging disclosures provided . |
Insider Trades and Section 16
- Section 16(a) compliance: Company states all required filings were timely in 2024, except late Form 3s for two other directors (Reavis and Kaufman). No exceptions cited for Mr. Smith .
Related-Party Transactions and Conflicts
- Policy: Audit Committee reviews/approves related-party transactions; directors with an interest are recused .
- Disclosures: Only related-person item disclosed for 2024 was employment of a different director’s family member; no transactions involving Mr. Smith were reported .
Governance Assessment
-
Strengths:
- Independent director; Chair of Audit; designated financial expert—supports strong financial oversight .
- Solid attendance regime at Board/committee level; Board met eight times in 2024; all directors ≥80% attendance .
- Director pay structure balanced between cash and equity; stock ownership guidelines (5x retainer) adopted in 2024, improving alignment .
- No related-party issues disclosed for Mr. Smith; company has clawback policy and related-party transaction controls .
-
Watch items:
- Beneficial ownership is modest (<1%); reliance on annual time-based RSUs for directors (no performance linkage) may limit direct pay-for-performance alignment for directors, though equity fosters alignment generally .
- Extensive external commitments (multiple private boards/observers; fund roles) could pose bandwidth considerations; no attendance shortfall disclosed for 2024 .
- Company hedging policy language permits certain hedging/monetization transactions (subject to conditions), which is less restrictive than outright prohibitions common at some issuers; no individual hedging/pledging by Mr. Smith disclosed .
-
Contextual signals:
- Say-on-pay approval in 2024 was 77%—below many U.S. peers but majority support; Compensation Committee undertook program changes to strengthen pay-for-performance in 2025 (executive program) . While this pertains to executives, it indicates responsiveness to shareholder feedback.
Overall, Mr. Smith’s independence, audit leadership, and financial expertise are positives for board effectiveness. No disclosed conflicts or related-party exposures involve him, and his compensation/ownership structure is standard for LIND directors with an equity component and ownership guidelines in place .