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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On November 11, 2020, Lindblad Expeditions Holdings, Inc. (the “Company”) announced the appointment of David Goodman as the Company’s new Chief Commercial and Marketing Officer, effective November 9, 2020 (the “Effective Date”).
Mr. Goodman most recently served as Executive Vice President, Marketing and Digital Development at Sotheby's, where he and his team were responsible for numerous initiatives which resulted in record growth in audience (physical/digital), revenue, e-commerce sales, content creation (web, mobile, social, video, print, AR/VR) while incorporating best-in-class technology into client-facing products and processes. Mr. Goodman has spent over 30 years running divisions of global multi-media organizations, overseeing revenue, marketing, content creation, production, product/technology, distribution and oversight of some of the world’s most recognizable brands and properties, at companies including The Madison Square Garden Company, CBS, Warner Bros. and Saban Entertainment.
In connection with Mr. Goodman’s appointment, the Company entered into an employment agreement and Equity Compensation Letter with Mr. Goodman (together, the “Employment Agreement”) for an initial term of four years commencing on the Effective Date that automatically renews for additional 12 month periods unless either party provides notice of non-renewal at least 60 days before the end of the then-current contract term. The Employment Agreement provides for: (i) an initial annual base salary of $425,000, subject to the 20% base salary reduction that, as of the Effective Date, is in effect for other Company executives; (ii) an annual bonus opportunity through an incentive bonus program established by the Company’s board of directors or its compensation committee to be initially targeted at 75% of annual base salary subject to the attainment of individual and Company performance goals; (iii) an annual equity incentive award to be initially targeted at 100% of annual base salary, subject to the discretion of the Company’s board of directors or its compensation committee; and (iv) a grant (a) to purchase 310,000 shares of the Company’s common stock (the “Options”), and (b) 90,000 Restricted Stock Units, each vesting annually pro rata over a four-year period commencing on the Effective Date under the Company’s 2015 Long-Term Incentive Plan (the “LTIP”); provided, however, that:
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if Mr. Goodman’s employment is terminated without cause or due to his resignation for good reason, in either case within 12 months of the Effective Date, Mr. Goodman shall vest in 25% of the Options (i.e., the portion of the Options that would have vested on the first anniversary of the Effective Date), effective immediately prior to the date of termination.
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if Mr. Goodman’s employment is terminated without cause or due to his resignation for good reason, in either case after the first anniversary of the Effective Date and prior to the date the Options have vested in full, Mr. Goodman shall vest in an additional portion of the Options that is prorated for the time worked during the termination year;
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if Mr. Goodman’s employment terminates without cause or due to his resignation for good reason within one year after a change in control, 100% of the restricted shares and the shares subject to the stock option (to the extent outstanding following such transaction) shall vest.
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In addition, if Mr. Goodman’s employment is terminated without cause or due to his resignation for good reason, he will be entitled to continuation of his annual base salary and payment or reimbursement of COBRA premiums for a 12-month period. Upon such termination or his death or disability, Mr. Goodman will also be entitled to a pro-rated portion of any annual bonus for the year of termination. To receive these severance payments and benefits, Mr. Goodman must execute a general release of claims. Mr. Goodman will also be prohibited from competing with the Company or soliciting the Company’s employees, customers or suppliers for a period of two years following his termination of employment.
The foregoing description of the employment agreement is qualified in entirety by the full text of the employment agreement, a copy of which is attached as Exhibit 10.1 and 10.2 hereto.