Sector: Consumer Discretionary
LINDBLAD EXPEDITIONS HOLDINGS INC · Meeting: June 10, 2026
Directors FOR
3
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Class B Directors
Against Analysis
Mr. Fahey's daughter, Allison Fahey, is employed by Lindblad in a senior role (Chief of Staff and Senior Director, Corporate Strategy) and received $193,800 in total compensation in 2025; this familial relationship to a senior employee creates a conflict with independent oversight, particularly given Mr. Fahey also chairs the Compensation Committee, the very body responsible for overseeing executive pay — a No vote is warranted under the policy's familial relationship criterion.
For Analysis
No TSR trigger fires (LIND 3-year return of +62.8% vs XLY benchmark of +62.3%, a gap of only +0.5pp, far below the 65pp threshold for strong positive absolute TSR); no overboarding, independence, attendance, or qualification concerns identified.
No TSR trigger fires; Ms. Reynolds has strong financial credentials (CPA, former Arthur Young accountant, current General Dynamics audit committee member) and no overboarding, independence, attendance, or other qualification concerns.
Mr. Stuart joined the board in July 2024 — less than 24 months before this meeting — making him exempt from the TSR trigger under policy; his background as former CEO of Norwegian Cruise Line is directly relevant to Lindblad's expedition cruise business.
Three of four Class B director nominees receive a FOR vote; John Fahey receives an AGAINST vote because his daughter holds a senior paid role at the company while he chairs the Compensation Committee, creating a familial conflict with independent oversight. The TSR trigger does not fire for any director because Lindblad's 3-year return of +62.8% is essentially in line with the XLY benchmark (+62.3%), a gap of only +0.5 percentage points against a 65pp threshold.
CEO
Ms. Leahy
Total Comp
$6,291,465
Prior Support
84%%
CEO total reported compensation of $6,291,465 is heavily inflated by two one-time items tied to Ms. Leahy's January 2025 hire: a $1,125,000 cash retention award to replace a lost bonus at her prior employer and $3,374,168 in one-time equity grants (replacement RSUs and signing RSUs); the company itself estimates that excluding these items and substituting a normal annual equity grant of $600,000, her annualized compensation would be approximately $2.6M, which is reasonable for a CEO of a $1.2B consumer travel company. The pay program has meaningful performance conditions — the annual bonus is tied to Adjusted EBITDA and operational metrics (127% payout reflects genuine above-target performance), and long-term equity is split 60% performance stock awards / 40% time-vested stock awards with 3-year cumulative EBITDA and revenue targets — satisfying the pay mix standard. Prior Say on Pay support was 84%, well above the 70% threshold, and stock performance has been strong (+101.5% one-year, +62.8% three-year), consistent with shareholder experience.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,724,000
Non-Audit Fees
$641,483
Non-audit fees (audit-related fees of $91,000 plus tax fees of $550,483 = $641,483) represent approximately 37% of audit fees of $1,724,000, which is well below the 50% threshold that would trigger a No vote; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; EY is a Big 4 firm appropriate for a $1.2B market-cap company.
The 2026 Lindblad annual meeting presents three standard proposals; we vote FOR on Say on Pay and auditor ratification, FOR on three of four director nominees, and AGAINST John Fahey due to a familial conflict of interest arising from his daughter's senior paid role at the company while he chairs the Compensation Committee. No stockholder proposals appear on this ballot.
