Trey Byus
LINDBLAD EXPEDITIONS HOLDINGSAbout Trey Byus
Dean (Trey) Byus III is Chief Expedition Officer (age 56) at Lindblad Expeditions, having joined the company in 1993 and serving in the Chief Expedition Officer role since 2009; he holds a B.A. from the University of Washington . His remit spans programming across vessels, managing expedition teams, vessel deployments and itineraries, R&D, pricing, marketing, and National Geographic business development—areas tied to operational and guest experience KPIs that directly feed into the company’s annual and long-term incentive performance metrics (Adjusted EBITDA, Net Yield per Available Guest Night, Guest Satisfaction; and multi-year Adjusted EBITDA and revenue growth) . In 2025, management sharpened pay-for-performance by shifting PSUs to 3‑year cumulative performance and increasing PSU weight for senior executives (with Byus moving to 60% PSUs/40% RSUs starting in 2026) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lindblad Expeditions | Chief Expedition Officer | 2009–present | Oversees expedition programming, teams, vessel deployments/itineraries; drives R&D, pricing, marketing; National Geographic business development |
| Lindblad Expeditions | VP Operations & Program Development; Director of Field Staff & Expedition Technology; Director of Field Staff | Pre‑2009 | Built expedition operations, technology, and field staff capabilities supporting product quality and guest experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 283,250 | 343,667 | 357,875 | Annual salary progression |
| 2025 Effective Base Salary ($) | 270,375 | Reduced 25% due to reduced work hours | ||
| Target Bonus (% of Base) | 75% | Floor not less than 65% per employment agreement | ||
| All Other Compensation ($) | 42,931 | 39,562 | 38,154 | Includes 401(k) match and insurance premiums |
Performance Compensation
Annual Cash Incentive (STIP)
| Metric | Target | Actual | % of Target | Weight | Payout Level |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 85.1 | 91.2 | 107% | 70% | 108% |
| Net Yield per Available Guest Night ($) | 1,219 | 1,170 | 96% | 15% | 92% |
| Guest Satisfaction (%) | 90 | 92 | 103% | 15% | 110% |
| Weighted Result | 106% |
| Year | Bonus Paid to Byus ($) |
|---|---|
| 2024 | 286,327 |
2025 STIP emphasizes Adjusted EBITDA at 100% with additive/reductive modifiers (Net Yield, Guest Satisfaction, Vessel Safety, and individual multiplier), maintaining 75% of base salary as target award level .
Long-Term Equity Incentives (LTI)
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (2024) | 03/29/2024 | 19,320 | 180,256 | 33% on each Mar 31, 2025–2027, subject to service | Time-based |
| PSUs (2024) | 03/28/2024 | 19,320 | 180,255 | Cliff vest Mar 28, 2027, subject to performance & service | Annual Adjusted EBITDA (75%) & Annual Revenue (25%) across 2024–2026; payout = average annual % achievement |
| RSUs (2025) | 03/31/2025 | 19,444 | 180,250 | Vests annually over 3 years on grant anniversary, service-based | Time-based |
| PSUs (2025) | 03/31/2025 | — | — | Cliff vest Mar 31, 2028, subject to performance & service | 3-year cumulative Adjusted EBITDA and revenue growth |
Stock Options
| Grant Year | Grant Date | Options (#) | Exercise Price ($/sh) | Expiration | Vesting |
|---|---|---|---|---|---|
| 2023 | — | 200,000 (50k exercisable; 150k unexercisable at 12/31/2024) | 9.56 | 03/31/2033 | Not specified in text (outstanding at year-end) |
| 2024 (Retention) | 05/15/2024 | 50,000 | 7.40 | 05/15/2034 | Pro rata annually over 4 years |
Grant date fair values: Byus 2024 options valued at $4.91 per share; 2023 options valued at $5.99 per share for fair value calculation purposes .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common) | 157,155 shares as of April 8, 2025; percentage “” (less than 1%) of common; total voting power “” |
| Outstanding Unvested RSUs (12/31/2024) | 34,654 units; market value $411,000 at $11.86 closing price |
| Unearned Equity Incentive Awards (12/31/2024) | PSUs/MSUs totaling 9,392; 17,177; 19,320 units with market/payout values $111,389; $203,719; $229,135 (at $11.86) |
| Options (Exercisable vs. Unexercisable as of 12/31/2024) | 50,000 exercisable; 150,000 unexercisable at $9.56 (exp. 03/31/2033); additional 50,000 unexercisable at $7.40 (exp. 05/15/2034) |
| Stock Ownership Guidelines | Adopted Oct 2024; NEOs must achieve 3x base salary within 5 years |
| Anti‑Hedging Policy | Officers/directors prohibited from hedging that removes full risks/rewards of ownership; enumerates prohibited structures |
| Clawback Policy | Company will recover erroneously awarded incentive compensation from NEOs; policy filed as exhibit to Annual Report |
Vesting calendar signal: 2024 RSUs vest 33% annually on Mar 31, 2025–2027; 2024 PSUs cliff on Mar 28, 2027; 2025 RSUs vest annually over 3 years; 2025 PSUs cliff on Mar 31, 2028; 2024 options vest annually over four years—these dates can create incremental supply windows if awards are settled in shares .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement & Term | Amended Sept 4, 2018; extended through Mar 31, 2020 with automatic 12‑month renewals unless non‑renewal notice |
| Target Incentives | Target cash bonus = 75% of 2018 base (may adjust but not <65% of base); annual equity award targeted at 100% of base |
| Severance (Qualifying Termination: without cause or for good reason) | Cash: 1× (annual base salary + average bonus over prior 3 years), paid over 12 months; pro‑rated bonus for year of termination (based on actual performance); COBRA continuation for 12 months |
| Severance (Qualifying Termination within 1 year after Change in Control) | Cash: 2× (annual base salary + target bonus), paid over 24 months; pro‑rated bonus (based on actual performance); COBRA continuation for 24 months |
| Non‑Compete & Non‑Solicit | 24‑month non‑compete worldwide (exception for conglomerates if not directly involved with competitive division) and 24‑month non‑solicit of employees/contractors/customers/suppliers |
| “Cause” Definition | Detailed definition including willful misconduct, refusal to follow directives, felony conviction, illegal drug use, fraud/embezzlement/misappropriation, material policy violations, prolonged unexcused absence; “willful” requires absence of good‑faith belief in Company’s best interests |
| “Good Reason” Definition | Material diminution in base compensation/budget/authority/duties/responsibilities; material change in work location; or material breach of agreement |
Estimated severance values (company’s 12/31/2024 scenario analysis):
| Scenario | Cash ($) | Equity ($) | Perquisites ($) | Total ($) |
|---|---|---|---|---|
| Termination without Cause or for Good Reason (no CoC) | 879,868 | — | 32,072 (12 months COBRA) | 911,940 |
| Termination without Cause or for Good Reason in connection with CoC | 1,194,958 | — | 64,143 (24 months COBRA) | 1,259,101 |
Multi‑Year Compensation (Summary)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 283,250 | 283,263 | — | 218,173 | 42,931 | 827,616 |
| 2023 | 343,667 | 349,992 | 1,198,000 | 245,121 | 39,562 | 2,176,342 |
| 2024 | 357,875 | 180,256 | 245,500 | 286,327 | 38,154 | 1,108,112 |
Governance & Shareholder Feedback
- 2025 annual meeting say‑on‑pay (for 2024 compensation) vote results: For 39,627,579; Against 7,309,085; Abstain 1,274,051; Broker non‑votes 4,282,342 .
- Compensation program changes implemented in 2025 to strengthen linkage to performance (3‑year cumulative PSUs; higher PSU mix at senior levels) .
Investment Implications
- Alignment and at‑risk pay: Byus’ incentives are tightly linked to Adjusted EBITDA, Net Yield, and Guest Satisfaction annually, and to multi‑year Adjusted EBITDA/revenue growth via PSUs—enhanced to 3‑year cumulative measurement starting 2025; his LTI mix moves to 60% PSUs/40% RSUs in 2026, increasing performance sensitivity .
- Retention risk vs. severance economics: 2024 one‑time retention options (50,000) and substantial unvested equity support retention; severance exposure is modest relative to enterprise size ($0.91M without CoC; $1.26M with CoC), with 24‑month non‑compete and non‑solicit strengthening post‑termination protections .
- Potential insider supply windows: RSU/option vesting cadence (Mar 31 annually; May/June vesting tranches; 2027 and 2028 PSU cliffs) may create periodic supply; monitoring Form 4 activity around vest dates is advisable for trading signals .
- Pay trajectory and role evolution: 2025 base salary reduction (−25%) reflects reduced hours; continued emphasis on PSU weighting suggests management confidence in executing multi‑year EBITDA and revenue growth plans .