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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/06/24 Lindblad Expeditions Holdings Inc 10-K 12/31/23 93:10M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.96M
2: EX-19.1 Exhibit 19.1 - Company Policy - Insider Trading HTML 66K
Policy
3: EX-21.1 Exhibit 21.1 - Subsidiaries List HTML 33K
4: EX-23.1 Exhibit 23.1 - Auditor Consent HTML 27K
5: EX-23.2 Exhibit 23.2 - Former Auditor's Consent HTML 26K
10: EX-97.1 Exhibit 97.1 - Company Policy - Recovery of HTML 46K
Erroneously Awarded Incentive Compensation
6: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 28K
16: R1 Document And Entity Information HTML 96K
17: R2 Consolidated Balance Sheets HTML 138K
18: R3 Consolidated Balance Sheets (Parentheticals) HTML 57K
19: R4 Consolidated Statements of Operations HTML 129K
20: R5 Consolidated Statements of Comprehensive (Loss) HTML 61K
Income
21: R6 Consolidated Statements of Stockholders' (Deficit) HTML 87K
Equity
22: R7 Consolidated Statements of Cash Flows HTML 121K
23: R8 Insider Trading Arrangements HTML 50K
24: R9 Note 1 - Business HTML 36K
25: R10 Note 2 - Summary of Significant Accounting HTML 140K
Policies
26: R11 Note 3 - Earnings Per Share HTML 51K
27: R12 Note 4 - Property and Equipment HTML 41K
28: R13 Note 5 - Goodwill and Intangible Assets HTML 61K
29: R14 Note 6 - Long-term Debt HTML 81K
30: R15 Note 7 - Financial Instruments and Fair Value HTML 65K
Measurements
31: R16 Note 8 - Income Taxes HTML 99K
32: R17 Note 9 - Commitments and Contingencies HTML 67K
33: R18 Note 10 - Employee Benefit Plan HTML 30K
34: R19 Note 11 - Stockholders' Equity HTML 38K
35: R20 Note 12 - Stock-based Compensation HTML 91K
36: R21 Note 13 - Segment Information HTML 77K
37: R22 Significant Accounting Policies (Policies) HTML 191K
38: R23 Note 2 - Summary of Significant Accounting HTML 93K
Policies (Tables)
39: R24 Note 3 - Earnings Per Share (Tables) HTML 47K
40: R25 Note 4 - Property and Equipment (Tables) HTML 38K
41: R26 Note 5 - Goodwill and Intangible Assets (Tables) HTML 65K
42: R27 Note 6 - Long-term Debt (Tables) HTML 69K
43: R28 Note 7 - Financial Instruments and Fair Value HTML 61K
Measurements (Tables)
44: R29 Note 8 - Income Taxes (Tables) HTML 95K
45: R30 Note 9 - Commitments and Contingencies (Tables) HTML 54K
46: R31 Note 12 - Stock-based Compensation (Tables) HTML 82K
47: R32 Note 13 - Segment Information (Tables) HTML 69K
48: R33 Note 1 - Business (Details Textual) HTML 28K
49: R34 Note 2 - Summary of Significant Accounting HTML 57K
Policies (Details Textual)
50: R35 Note 2 - Summary of Significant Accounting HTML 38K
Policies - Disaggregation of Revenues by Type
(Details)
51: R36 Note 2 - Summary of Significant Accounting HTML 31K
Policies - Change in Contract Liabilities
(Details)
52: R37 Note 2 - Summary of Significant Accounting HTML 35K
Policies - Reconciliation of Cash, Cash
Equivalents, and Restricted Cash (Details)
53: R38 Note 2 - Summary of Significant Accounting HTML 34K
Policies - Restricted Cash and Marketable
Securities (Details)
54: R39 Note 2 - Summary of Significant Accounting HTML 33K
Policies - Prepaid Expenses and Other Current
Assets (Details)
55: R40 Note 2 - Summary of Significant Accounting HTML 33K
Policies - Property and Equipment, Net (Details)
56: R41 Note 2 - Summary of Significant Accounting HTML 32K
Policies - Accounts Payable and Accrued Expenses
(Details)
57: R42 Note 3 - Earnings Per Share (Details Textual) HTML 33K
58: R43 Note 3 - Earnings Per Share - Schedule of Earnings HTML 65K
Per Share (Details)
59: R44 Note 4 - Property and Equipment (Details Textual) HTML 29K
60: R45 Note 4 - Property and Equipment - Property and HTML 39K
Equipment (Details)
61: R46 Note 5 - Goodwill and Intangible Assets (Details HTML 28K
Textual)
62: R47 Note 5 - Goodwill and Intangible Assets - Schedule HTML 32K
of Goodwill (Details)
63: R48 Note 5 - Goodwill and Intangible Assets - HTML 43K
Intangible Assets (Details)
64: R49 Note 5 - Goodwill and Intangible Assets - Future HTML 41K
Amortization Expense (Details)
65: R50 Note 6 - Long-term Debt (Details Textual) HTML 75K
66: R51 Note 6 - Long-term Debt - Long-term Debt (Details) HTML 57K
67: R52 Note 6 - Long-term Debt - Future Minimum Principal HTML 45K
Payments of Long-term Debt (Details)
68: R53 Note 7 - Financial Instruments and Fair Value HTML 63K
Measurements (Details Textual)
69: R54 Note 7 - Financial Instruments and Fair Value HTML 50K
Measurements - Estimated Fair Values of Derivative
Instruments (Details)
70: R55 Note 7 - Financial Instruments and Fair Value HTML 39K
Measurements - Derivatives Recognized in Condensed
Consolidation Financial Statements (Details)
71: R56 Note 8 - Income Taxes (Details Textual) HTML 37K
72: R57 Note 8 - Income Taxes - U.S. and Foreign HTML 35K
Components of Income (Details)
73: R58 Note 8 - Income Taxes - Income Tax Provisions HTML 51K
(Details)
74: R59 Note 8 - Income Taxes - Reconciliation of Income HTML 42K
Tax (Benefit) Expense (Details)
75: R60 Note 8 - Income Taxes - Deferred Tax Assets HTML 49K
(Liabilities) (Details)
76: R61 Note 9 - Commitments and Contingencies (Details HTML 49K
Textual)
77: R62 Note 9- Commitments and Contingencies - Redeemable HTML 40K
Non-controlling Interest (Details)
78: R63 Note 9 - Commitments and Contingencies - Operating HTML 38K
Lease Payment (Details)
79: R64 Note 9 - Commitments and Contingencies - Operating HTML 27K
Lease Payment (Details) (Parentheticals)
80: R65 Note 9 - Commitments and Contingencies - Charter HTML 30K
Commitments (Details)
81: R66 Note 10 - Employee Benefit Plan (Details Textual) HTML 31K
82: R67 Note 11 - Stockholders' Equity (Details Textual) HTML 74K
83: R68 Note 12 - Stock-based Compensation (Details HTML 86K
Textual)
84: R69 Note 12 - Stock-based Compensation - Summary of HTML 60K
PSU, Restricted Share and RSU Activity (Details)
85: R70 Note 12 - Share-based Compensation - Summary of HTML 40K
Significant Assumptions for Share-based
Compensation Awards (Details)
86: R71 Note 12 - Stock-based Compensation - Summary of HTML 64K
Option Activity (Details)
87: R72 Note 13 - Segment Information (Details Textual) HTML 34K
88: R73 Note 13 - Segment Information - Segment HTML 59K
Information (Details)
90: XML IDEA XML File -- Filing Summary XML 168K
93: XML XBRL Instance -- lindb20231231_10k_htm XML 2.00M
89: EXCEL IDEA Workbook of Financial Report Info XLSX 142K
12: EX-101.CAL XBRL Calculations -- lind-20231231_cal XML 199K
13: EX-101.DEF XBRL Definitions -- lind-20231231_def XML 1.39M
14: EX-101.LAB XBRL Labels -- lind-20231231_lab XML 1.21M
15: EX-101.PRE XBRL Presentations -- lind-20231231_pre XML 1.45M
11: EX-101.SCH XBRL Schema -- lind-20231231 XSD 215K
91: JSON XBRL Instance as JSON Data -- MetaLinks 539± 870K
92: ZIP XBRL Zipped Folder -- 0001437749-24-006838-xbrl Zip 556K
Exhibit 97.1
Lindblad Expeditions Holdings, Inc.
Compensation Recovery Policy1
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1. |
Purpose. The purpose of this Compensation Recovery Policy (this “Policy”) is to describe the circumstances under which Lindblad Expeditions Holdings, Inc. (the “Company”) is required to or shall have the right to recover certain compensation paid to certain employees and independent contractors. Any references in compensation plans, agreements, equity awards or other policies to the Company’s “recoupment”, “clawback” or similarly-named policy shall be deemed to refer to this Policy. |
|
2. |
Mandatory Recovery of Compensation. In the event that the Company is required to prepare an Accounting Restatement, the Company shall recover reasonably promptly the amount of Erroneously Awarded Compensation from covered officers. |
|
3. |
Definitions. For purposes of this Policy, the following terms, when capitalized, shall have the meanings set forth below: |
|
(a) |
“Accounting Restatement” shall mean any accounting restatement of the Company’s previously publicly issued financial statements required due to material noncompliance of the Company with any financial reporting requirement under the securities laws, including to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. |
|
(b) |
“Covered Officer” shall mean: |
|
(i) |
for Incentive-Based Compensation, the Company’s president; chief executive officer; chief operating officer; principal financial officer; principal accounting officer (or if there is no such accounting officer, the controller); vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance); any other current or former section 16 officer any other officer who performs a significant policy-making function; or any other person who performs similar significant policy-making functions for the Company; and |
|
(ii) |
for Time-Based Compensation, one of the Company’s “named executive officers” as defined in Item 402 of Regulation S-K. |
|
(c) |
“Effective Date” shall mean the date of adoption of NASDAQ Listing Rule 5608(a). |
_____________________
1 All incentive and time-based awards of compensation should explicitly reference this policy and state that by accepting such award, the individual is deemed to have consented to the terms of the policy, as amended from time to time. Separation agreements should also require the executive reaffirm his or her obligations under this policy, and if there is a mutual release of claims (where the company is releasing the executive from all claims), the provisions of this policy should be excepted from the company’s release.
|
(d) |
“Erroneously Awarded Compensation” shall mean the excess of (i) the amount of Incentive-Based Compensation or Time-Based Compensation Received by a person (A) after beginning service as a Covered Officer, (B) in the case of Incentive-Based Compensation, who served as a Covered Officer at any time during the performance period for that Incentive-Based Compensation, (C) while the Company has a class of securities listed on a national securities exchange or a national securities association and (D) during the Recovery Period; over (ii) the Recalculated Compensation. |
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(e) |
“Incentive-Based Compensation” shall mean any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. A financial reporting measure is a measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, regardless of whether such measure is presented within the financial statements or included in a filing with the Securities and Exchange Commission. Each of stock price and total shareholder return is a financial reporting measure. For the avoidance of doubt, Incentive-Based Compensation subject to this Policy does not include stock options, restricted stock, restricted stock units or similar equity-based awards for which the grant is not contingent upon achieving any financial reporting measure performance goal and vesting is contingent solely upon completion of a specified employment period and/or attaining one or more non-financial reporting measures. |
|
(f) |
“Recalculated Compensation” shall mean the amount of Incentive-Based Compensation or Time-Based Compensation that otherwise would have been Received had it been determined based on the restated amounts in the Accounting Restatement, computed without regard to any taxes paid. For Time-Based Compensation, and for Incentive-Based Compensation based on stock price or total shareholder return, where the amount of the Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount of the Recalculated Compensation must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return, as the case may be, on the Incentive Compensation Received. The Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the national securities exchange or association on which its securities are listed. |
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(g) |
Incentive-Based Compensation is deemed “Received” in the Company’s fiscal period during which the financial reporting measure specified in the award of such Incentive-Based Compensation is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period. Time-Based Compensation is “Received” in the year of payment or settlement. |
|
(h) |
“Recovery Period” shall mean the three completed fiscal years of the Company immediately preceding the date the Company is required to prepare an Accounting Restatement; provided that the Recovery Period shall not begin before the Effective Date. For purposes of determining the Recovery Period, the Company is considered to be “required to prepare an Accounting Restatement” on the earlier to occur of: (i) the date the Company’s Board of Directors, a committee thereof, or the Company’s authorized officers conclude, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement. If the Company changes its fiscal year, then the transition period within or immediately following such three completed fiscal years also shall be included in the Recovery Period, provided that if the transition period between the last day of the Company’s prior fiscal year end and the first day of its new fiscal year comprises a period of nine to 12 months, then such transition period shall instead be deemed one of the three completed fiscal years and shall not extend the length of the Recovery Period. |
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(i) |
“Time-Based Compensation” shall mean any compensation that is paid pursuant to an equity-based award the amount of which is determined wholly or partially in relation to the fair market value of a share of the Company’s common stock, that is granted, earned or vests based solely on the passage of time or on the basis of non- financial reporting measures, and that is not Incentive-Based Compensation. In the case of Time-Based Compensation, a recoupment may occur, in the Company’s sole discretion, if the Company’s Board of Directors, a committee thereof, concludes that the Erroneously Awarded Compensation would not have been made or would have been lower. |
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4. |
Exceptions. Notwithstanding anything to the contrary in this Policy, recovery of Erroneously Awarded Compensation will not be required to the extent a committee of the Company’s independent directors responsible for executive compensation decisions (or a majority of the independent directors on the Company’s Board of Directors in the absence of such a committee) has made a determination that such recovery would be impracticable and one of the following conditions have been satisfied: |
|
(a) |
The direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation that was Incentive-Based Compensation based on the expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the national securities exchange or association on which its securities are listed. |
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(b) |
Recovery would violate home country law where, with respect to Incentive-Based Compensation, that law was adopted prior to November 28, 2022; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation that was Incentive-Based Compensation based on violation of home country law, the Company must obtain an opinion of home country counsel, acceptable to the national securities exchange or association on which its securities are listed, that recovery would result in such a violation, and must provide such opinion to the exchange or association. |
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(c) |
Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. |
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5. |
Manner of Recovery. In addition to any other actions permitted by law or contract, the Company may take any or all of the following action to recover reasonably promptly any Erroneously Awarded Compensation (or another action determined by the Company in its sole discretion to recover such Erroneously Awarded Compensation): (a) require the Covered Officer to repay such amount; (b) offset such amount from any other compensation owed by the Company or any of its affiliates to the Covered Officer, regardless of whether the contract or other documentation governing such other compensation specifically permits or specifically prohibits such offsets; and (c) subject to Section 4(c), to the extent the Erroneously Awarded Compensation was deferred into a plan of deferred compensation, whether or not qualified, forfeit such amount (as well as the earnings on such amounts) from the Covered Officer’s balance in such plan, regardless of whether the plan specifically permits or specifically prohibits such forfeiture. If the Erroneously Awarded Compensation consists of shares of the Company’s common stock, and the Covered Officer still owns such shares, then the Company may satisfy its recovery obligations by requiring the Covered Officer to transfer such shares back to the Company. The Company shall determine the repayment schedule for each amount of Erroneously Awarded Compensation in a manner that complies with this “reasonably promptly” requirement. Such determination shall be consistent with any applicable legal guidance, by the SEC, judicial opinion, or otherwise. The determination of “reasonably promptly” may vary from case to case and the Company is authorized to adopt additional rules to further describe what repayment schedules satisfy this requirement. |
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6. |
Other. |
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(a) |
This Policy shall be administered and interpreted, and may be amended from time to time, by the Company’s Board of Directors or any committee to which the Board may delegate its authority in its sole discretion in compliance with the applicable listing standards of the national securities exchange or association on which the Company’s securities are listed, and the determinations of the board or such committee shall be binding on all Covered Officers. |
|
(b) |
The Company shall not indemnify any Covered Officer against the loss of Erroneously Awarded Compensation. |
|
(c) |
The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the Federal securities laws, including disclosure required by the Securities and Exchange Commission filings. |
|
(d) |
Any right to recovery under this Policy shall be in addition to, and not in lieu of, any other rights of recovery that may be available to the Company. |
5
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/6/24 | |||
| For Period end: | 12/31/23 | 4 | ||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/21/24 Lindblad Expeditions Holdings Inc 10-K/A 12/31/23 89:8.5M RDG Filings/FA 3/06/24 Lindblad Expeditions Holdings Inc S-3 6:821K RDG Filings/FA |