DEF 14A of Travelzoo
Filed Mar 29, 2024 · FY20230001140361-24-016355
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS Under Travelzoo’s Amended and Restated By-laws, the number of directors of Travelzoo is fixed at five (5), and may be increased or decreased from time to time, by resolution of the Board. Each director holds office for a term of one (1) year, until the Annual Meeting of Stockholders next succeeding the director’s election and until a successor is elected and qualified or until the earlier resignation or removal of the director. The following individuals have been nominated for election to our Board, each to serve until the 2025 Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Following is information about each nominee, including biographical data for at least the last five (5) years. Should one or more of these nominees become unavailable to accept nomination or election as a director, the individuals named as proxies on the enclosed proxy card will vote the shares that they represent for the election of such other persons as the Board may recommend, unless the Board reduces the number of directors. We have no reason to believe that any nominee will be unable or unwilling to serve if elected as a director. Nominees for a One-Year Term That Will Expire in 2024: The ages, principal occupations, directorships held and other information as of April 14, 2023, with respect to our nominees are described below.
PROPOSAL 1—ELECTION OF DIRECTORS
| Name | Age | Position | | Holger Bartel, Ph.D. | 57 | Global Chief Executive Officer | | Christina Sindoni Ciocca | 36 | Chair of the Board, Corporate Secretary, General Counsel and Head of Global Functions | | Carrie Liqun Liu | 42 | Independent Director | | Volodymyr Cherevko | 39 | Independent Director | | Michael Karg, Ph.D. | 52 | Independent Director |
PROPOSAL 1—ELECTION OF DIRECTORS
Each of the director nominees listed above is currently a director of Travelzoo and was previously elected by the shareholders. The independent directors will be appointed to the various committees (Compensation, Audit and Nominating and Corporate Governance) and positions (Chair and Corporate Secretary) by the Board following their election at the Annual Meeting. Our Board has determined that each of Ms. Liu, Mr. Cherevko and Mr. Karg meet the independence requirements of the listing standards of the NASDAQ Stock Market (“NASDAQ”). Mr. Karg’s current employer, Mindshare, is part of the WPP Group. Certain affiliates and subsidiaries of the WPP Group, including Mindshare, have from time-to-time represented clients of Travelzoo and purchased media on behalf of such clients from Travelzoo; provided, that the Board determined that Mr. Karg would not be considered an “executive officer” of Mindshare as defined under the Securities Exchange Act of 1934 and that any amounts paid by any member of the WPP Group to Travelzoo or by Travelzoo to any member of the WPP Group over the past three years are not material. Such relationships and amounts will continue to be monitored going forward. Mr. Karg also confirmed that in his role as Global Chief Operating Officer he does not have any input into client relationships or media spend and does not receive any compensation from clients or for the performance of clients. The Board therefore determined that no conflict of interest exists pursuant to the Company’s Code of Ethics. The Board determined that Mr. Holger Bartel is not independent under the rules of NASDAQ because he is an employee of the Company. The Board determined that Ms. Christina Sindoni Ciocca is not independent under the rules of NASDAQ because she is an employee of the Company. Holger Bartel, Ph.D. has been a member of Travelzoo’s Board since June 2023. He has been Travelzoo’s Global Chief Executive Officer since January 2016 and since October 2023, also serves as Travelzoo’s Head of Strategy. From July 2010 to May 2017, he was the Chairman of the Board of Directors. From September 2015 to December 2015, he was Travelzoo’s Executive Chairman. From October 2011 to October 2013, he was Head of Strategy for Travelzoo. Mr. Bartel holds a Ph.D. in Economics and an MBA in finance and accounting from the University of St. Gallen, Switzerland. He is the brother of Mr. Ralph Bartel. Areas of Mr. Bartel’s relevant experience include deep knowledge of Travelzoo’s operations, Internet, strategy, management of growth companies, travel and international management. Christina Sindoni Ciocca has been a member of Travelzoo’s Board since May 2019 and has been serving as Corporate Secretary and, since December 2022, as the Chair of the Board. She has been General Counsel and Head of Global Functions for Travelzoo since April 1, 2022 and General Counsel since June 2019. Ms. Ciocca previously served as Counsel for Travelzoo since April 2018. Prior to joining Travelzoo, Ms. Ciocca was an attorney at Sidley Austin LLP, practicing in mergers & acquisitions in both Chicago, IL and New York, NY, from September 2014 to March 2018. Ms. Ciocca earned her juris doctor degree from the Law School of the University of Notre Dame and a Bachelor of Science in Economics degree from the Wharton School of the University of Pennsylvania, with concentrations in marketing and operations & information management. Prior to law school, Ms. Ciocca worked in digital marketing, including for American Express. Areas of Ms. Ciocca’s relevant experience include corporate governance, law, mergers & acquisitions and marketing. Carrie Liqun Liu has been a member of Travelzoo’s Board since May 2017. She is the Vice General Manager of Beijing Science & Technology Innovation Fund and has been since 2019. Before that she was the General Manager of the Private Equity Business at Tianhong, a prominent fund management company in China. From July 2011 to May 2017, Ms. Liu was the Executive Director of Fosun China Momentum Fund. From May 2009 to July 2011, she was a senior investment professional at Henderson Equity Partners. From 2015 to 2016, she was a member of the board of directors and audit committee of Tom Tailor Holding AG, and also a member of the board of directors of Cirque du Soleil, an entertainment company. Ms. Liu holds a bachelor’s degree in finance and master’s degree in law from Tsinghua University in Beijing, China. Areas of Ms. Liu’s relevant experience include Asian markets, investments, finance and global strategy. Michael Karg, Ph.D. has been a member of Travelzoo’s Board since May 2022. He is the Global Chief Operating Officer of Mindshare and has been since November 2021. From January 2016 to December 2019, he was the Group Chief Executive Officer of Ebiquity plc, a company listed on the London stock exchange (AIM). From May 2013 to December 2015, he was the Chief Executive Officer International of Razorfish. From September 2011 to May 2013, Mr. Karg was the President EMEA for Razorfish and Digitas International in Paris. From September 2010 to May 2013, he was also the Chief Operating Officer of Razorfish and Digitas International. From 2013 to 2017, Mr. Karg served as a member of the board of directors of Travelzoo. Mr. Karg holds a Ph.D. in management and a master’s equivalent in finance and accounting from the University of St. Gallen, Switzerland. Areas of Mr. Karg’s relevant experience include digital media and global operations. Volodymyr Cherevko has been a member of Travelzoo’s Board since May 2022. He has expertise in marketing, product development, strategy and business transformation developed over 19 years with Fortune 500 companies, most recently as Chief Transformation Officer of Haier Europe, between November 2017 and August 2021, he was the General Manager & Managing Director, Washing Business Unit, for Haier Europe in Paris. From October 2015 to October 2017 he was the Product Marketing Director, Refrigeration, for Whirlpool EMEA in Italy. From January 2014 to October 2015 Mr. Cherevko was the Marketing Director & Department Head, Brands, Digital, e-Commerce & Insights for Whirlpool EMEA. Before that, Mr. Cherevko held a variety of marketing roles for Procter & Gamble and PepsiCo in Kyiv and Moscow. Mr. Cherevko holds an Executive MBA from HEC Paris, executive certificate from INSEAD and a Bachelor of Arts in business administration from Bethany Lutheran College. Areas of Mr. Cherevko’s relevant experience include marketing, product development, strategy and business transformation.
Director Compensation
Director Compensation Directors of the Company or its subsidiaries are entitled to receive certain retainers and fees as determined by the Board based on recommendations of the Compensation Committee. In 2023, the Compensation Committee recommended a 6% inflationary increase to all Board fees (in line with the standard increases provided to employees of the Company), effective April 1, 2023. The retainers and meeting fees are as follows:
Director Compensation
| Description | Fee Earned ($) | | Annual retainer for each Board member | 53,000 | | Annual retainer for Audit Committee Chair | 31,800 | | Fee for attendance of a Board meeting | 2,968 | | Fee for attendance of an Audit Committee meeting | 2,968 | | Fee for attendance of a Compensation Committee meeting | 1,781 | | Fee for attendance of Special Committee meetings (total fee for up to 5 meetings) | 5,300 | | Fee for attendance of Special Committee meetings (total fee for up to 10 meetings) | 8,480 |
Director Compensation
Members of the Board may receive fees for additional meetings and committee work and may receive stock option grants on an ad hoc basis in the discretion of the Compensation Committee. We reimburse directors for out-of-pocket expenses incurred in connection with attending meetings. In November of 2023, the directors had one in-person Board meeting at the same time as the Global Company Meeting in Venice, Italy. Employees generally do not receive compensation for their services as directors. Accordingly, Ms. Christina Sindoni Ciocca and Mr. Holger Bartel did not receive any compensation for their service as members of the Board in 2023. The following table shows the fees earned or paid in cash for Travelzoo’s directors for the fiscal year ended December 31, 2023.
Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Total ($)(2) | | Mr. Holger Bartel | — | — | — | | Ms. Christina Sindoni Ciocca | — | — | — | | Ms. Carrie Liqun Liu | 78,458 | — | 78,458 | | Mr. Michael Karg | 114,488 | — | 114,488 | | Mr. Volodymyr Cherevko | 83,138 | — | 83,138 |
Director Compensation
| (1) This column reports the amount of cash compensation earned in 2023 for Board and committee service. |
Director Compensation
| (2) Amounts included in this table do not include compensation received by Mr. Bartel for his role as Global Chief Executive Officer and by Ms. Ciocca for her role as General Counsel and Head of Global Functions of the Company. |
Compensation Philosophy and Objectives
| • | Attracting and Retaining Talented Executives. Compensation should generally reflect the competitive marketplace and be designed to attract and retain superior employees in key competitive positions. |
Compensation Determination Process
Compensation Determination Process Compensation Committee Members. The Committee is responsible for establishing, overseeing and reviewing executive compensation policies and for approving, validating and benchmarking the compensation and benefits for named executive officers. The Committee is also responsible for determining the fees paid to our outside directors. The Committee included Mr. Volodymyr Cherevko and Mr. Michael Karg. Mr. Cherevko and Mr. Karg satisfied the independence requirements of NASDAQ. Independent Compensation Consultant. The Committee engaged an independent compensation consultant, Compensia, to assist in its review of executive compensation for the Global Chief Executive Officer and General Counsel and Head of Global Functions (as well as outside director compensation). The consultant reviewed base salary, target annual bonus, target total cash compensation, long-term incentive annual grant value, and target total direct compensation, against peer company market data. The consultant assisted the Committee in setting our executive compensation effective January 1, 2023 and for reviewing the compensation of all named executive officers for 2024. The Company worked closely with Compensia to build a 20 company peer group, which included companies from the same Global Industry Classification Standard (GICS) industry classification as the Company (specifically, 502030 Interactive Media & Services), as well as companies from other GICS industry classifications such as Movies & Entertainment, Interactive Home Entertainment, Broadline Retail, Hotels, Resorts & Cruise Lines, Specialized Consumer Services, Apparel Retail and Application Software, that are within a range of similar revenues, market capitalizations, profitability, etc. (i.e., of a similar size). The Committee considered how this peer group is different than the peer group built by Institutional Shareholder Services (ISS), which focuses on peers that are comparable in terms of size and industry (meaning companies in the peer group built by ISS are typically all from the same GICS industry classification), and confirmed that any discrepancies to the ISS peer group were warranted. Specifically, the Committee felt the peer group built by Compensia, which covers various industries, aligns better with the Company’s varied business model of advertising/media, voucher sales, hotel platform, entertainment and membership, which results in the Company being able to be classified in a mix of industries instead of falling within just one. The Committee therefore gave considerable weight to the market data from the peer group in determining compensation levels for its executive officers for 2023 and 2024, ensuring that each component, as well as the overall package, fell in or around the median, given the Company’s smaller size relative to its peers. Role of Management. During 2023, the Committee engaged in its annual review of executive compensation with the goal of ensuring the appropriate combination of fixed and variable compensation linked to individual and corporate performance. In the course of its review, the Committee considered (a) the advice and input of the Company’s Human Resources, Global Chief Executive Officer, General Counsel and Head of Global Functions and Founder; (b) data prepared by management, including historical compensation and promotions; and (c) data prepared by the independent compensation consultant, as outlined above. Management and the consultant assisted the Committee to properly evaluate employee performance, establish business performance targets, goals and objectives and recommend salary and bonus levels. While executive officers provided feedback relating to their own compensation for the Committee to consider, the Committee held sessions without the executives present to finalize the compensation.
Base Salary
Base Salary The Committee considered two types of potential base salary modifications for the named executive officers in 2023: (1) “merit increases” based upon each named executive’s individual performance; and/or (2) “market adjustments” based upon the salary range for similarly situated executives as compared to the peer group prepared by Compensia. In determining merit increases, the Committee considered the specific responsibilities of the executive and the executive’s overall performance and tenure with the Company and feedback provided by the board of directors and other executives in the Company, with support from Human Resources. The Committee determined any market adjustments based on the Committee’s comparison of the executive’s compensation with statistical information on average compensation for similarly situated executives in the peer group provided by Compensia. Each executive’s base salary was reviewed on its own, compared to the peer group, and in conjunction with the total compensation package (total cash and total compensation, including equity), compared to the peer group, in order to determine the appropriate mix. The Committee targeted below median for the entire compensation package (cash and equity together) for all of its executive officers compared to the peer group, given the Company’s smaller size relative to its peers. The Committee also considered the key market factors impacting the Company and its overall performance. Note, Mr. Wayne Lee, who served as the Company’s Chief Financial Officer from September 2022 to March 2023, was a consultant and so was compensated at an hourly rate of $240, with minimum required hours per week of 24 hour and maximum of 40 hours, unless otherwise approved. Mr. Lee’s hourly rate was considered in the context of a reasonable base salary for a Chief Financial Officer to ensure the amount would be reasonable and align with the market.
Incentive Bonus Pay
Incentive Bonus Pay Pursuant to the terms of Mr. Holger Bartel’s employment agreement, dated September 28, 2015, as amended effective January 1, 2022, Mr. Bartel was eligible to receive an annual performance bonus for 2023 at the beginning of 2024, in an amount of up to $150,000 tied to three (3) strategic goals to be determined by the Compensation Committee at the beginning of each year. The amount of the bonus was reviewed by the Committee in the context of total cash compensation, relative to peers, and when combined with equity, relative to peers, to ensure below median targeting. For 2023, the Committee determined that the goals would be: (1) a member target for Travelzoo North America and Europe; (2) an operating margin target (5% greater than prior year); and (3) a paid membership strategic target. Mr. Bartel achieved targets (1) and (2), thereby earning a bonus of $100,000 paid in Q1 of 2024. Three new strategic goals were set by the Compensation Committee for 2024. None of the other named executive officers received a bonus opportunity in 2023.
Other Compensation-Related Matters
Other Compensation-Related Matters The Company grants stock options (which represent the right to purchase a specific number of shares of the Company’s Common Stock at a predetermined price, subject to vesting conditions) to certain executive staff, to align their incentives with the long-term interests of our stockholders, retain them for the long term, reward them for potential long-term contributions, and provide a total compensation opportunity commensurate with our performance. The Committee believes that given the smaller size of the Company, the direct impact that executive strategic decision making can have on growth, and the fact that the Company straddles various industries and has a unique business model and stock structure that is not replicated with other public companies, that the Company’s time-vested option grants are reflective of and incentivizing to performance and also the appropriate equity incentive (compared to RSUs or PSUs) for the Company’s executives. As mentioned above, the stock options granted to executive officers are considered as part of the overall compensation package, which when compared to the customized peer group, results in below median targeting. As part of Mr. Holger Bartel’s compensation for 2022, the Compensation Committee granted Mr. Bartel stock options to purchase 600,000 shares of Common Stock with an exercise price of $8.14. The stock options vest bi-annually over two (2) years, beginning on June 30, 2022. The grant was subject to approval by the stockholders of the Company at the 2022 Annual Meeting and could have been unwound if approval was not received. However, the shareholders approved the grant. The options expire in 2027. No additional options were granted to Mr. Bartel in 2023. The Compensation Committee approved a new grant for 2024, to be voted on as part of this proxy statement. As part of Ms. Ciocca’s compensation for 2023, the Compensation Committee granted Ms. Ciocca stock options to purchase 200,000 shares of Common Stock with an exercise price of $4.96 per share. The stock options vest bi-annually over four (4) years, beginning on June 30, 2023. The grant was subject to approval by the stockholders of the Company at the 2023 Annual Meeting and could have been unwound if approval was not received. However, the shareholders approved the grant. The options expire in 2029. No additional options were granted to Ms. Ciocca in 2024. Mr. Wayne Lee served as Chief Financial Officer until March 31, 2023. Mr. Lee did not receive an option grant in 2023. Company Clawback Policy. Effective October 10, 2022, the Board approved the implementation of a clawback policy (the “Clawback Policy”), applicable to performance-based compensation (specifically, cash incentive/bonus awards and all forms of equity-based compensation) for Senior Executives in instances of fraud or willful misconduct that caused or otherwise contributed to the need for a material restatement of the Company’s financial results. “Senior Executives” is defined under the policy as the Company’s executive officers (as defined by the Securities and Exchange Act of 1934, as amended), other principal corporate officers (as elected by the Board) and other key employees who are designated from time to time by the Board. This Clawback Policy applied retrospectively to any outstanding option grants and prospectively to any new option grants. For more information, please review the Clawback Policy attached as Exhibit 97 to the Company’s Annual Report on Form 10-K, filed on March 22, 2024. This summary is qualified in its entirety by the Clawback Policy, which is incorporated by reference herein. Perquisites and Additional Benefits. The Company seeks to maintain an open and inclusive culture in its facilities and operations among executives and other Company employees. Accordingly, the Company does not provide executives with reserved parking spaces or separate dining or other facilities, nor does the Company have programs for providing personal-benefit perquisites to executives, such as club dues or defraying the cost of personal entertainment. Named executive officers and employees may seek reimbursement for business related expenses in accordance with the Company’s business expense reimbursement policy. Employment Agreements. The Company has entered into employment agreements with certain executive staff, some of which contain severance and change of control provisions. The terms of such employment agreements are described in more detail below in Employment Agreements and Potential Payments Upon Termination or Change-in-Control. The Committee believes these agreements are appropriate for a number of reasons, including the following:
Other Compensation-Related Matters
| • | the change in control provisions require terminated executives to execute a release in order to receive severance benefits; and |
Other Compensation-Related Matters
| • | the change in control and severance provisions help retain key personnel during rumored or actual acquisitions or similar corporate changes. |
Summary Compensation Table
Summary Compensation Table The following summary compensation table sets forth information concerning the compensation of our Global Chief Executive Officer, General Counsel and Head of Global Functions and former Chief Financial Officer during the fiscal years ended December 31, 2023 and 2022.
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(a) | Option Awards ($)(b) | Non-Equity Incentive Plan Compensation ($)(c) | All Other Compensation ($)(d) | Total ($) | | Holger Bartel(1) Global Chief Executive Officer Head of Strategy | 2023 | 461,250 | 100,000 | — | — | — | 561,250 | | | 2022 | 450,000 | 100,000 | 1,730,400 | — | — | 2,280,400 | | Christina Sindoni Ciocca(2) General Counsel and Head of Global Functions | 2023 | 358,250 | — | 556,000 | — | 1,500 | 914,250 | | | 2022 | 335,000 | — | — | — | 1,500 | 336,500 | | Wayne Lee(3) Former Chief Financial Officer | 2023 | 132,704 | — | — | — | — | 132,704 | | | 2022 | 152,457 | — | — | — | — | 152,457 |
Summary Compensation Table
| (1) Mr. Holger Bartel’s annual salary was increased to $465,000 effective April 1, 2023, for his role as Global Chief Executive Officer, representing a 6% inflationary increase in line with the standard employee increases granted at the same time. $461,250 represents annual salary cost based on one quarter at prior salary level. As of October 1, 2023, Mr. Bartel’s employment and salary were split 30/70 between the role of Global Chief Executive Officer in the United States and a temporary secondment as the Head of Strategy in the United Kingdom. The total amount of compensation was unchanged. |
Summary Compensation Table
| (2) Ms. Ciocca was appointed as an executive officer in March of 2023. Ms. Ciocca’s annual salary was increased to $364,000 effective April 1, 2023, for her role as General Counsel and Head of Global Functions representing a 6% inflationary increase in line with the standard employee increases granted at the same time. $358,250 represents annual salary cost based on one quarter at prior salary level. |
Summary Compensation Table
| (3) Mr. Wayne Lee provided consulting services to the Company as Chief Financial Officer from September 2022 to March 2023, at an hourly rate of $240. $132,704 represents the aggregate fees charged by Mr. Lee through from January 1, 2023 to March 31, 2023. Mr. Lee left the Company on March 31, 2023. |
Summary Compensation Table
| (a) Amounts consist of bonuses earned per the terms of employment agreements or bonus plans and/or at the discretion of the Board of Directors or the Compensation Committee, as applicable. |
Summary Compensation Table
| (b) The values reported reflect the aggregate grant date fair value of grants of stock options to each of the listed officers in the years shown. The grant date fair value of stock options is calculated using the Black-Scholes option pricing model. For a more detailed discussion on the valuation model and assumptions used to calculate the fair value of our options, refer to Note 10 to the consolidated financial statements contained in our 2023 Annual Report on Form 10-K filed on March 22, 2024. |
Summary Compensation Table
| (c) The amounts reflected in this column reflect any performance-based cash awards paid to the named executives pursuant to certain employment agreements, as discussed in the “Executive Compensation” section above. There were no such amounts paid during 2023 and 2022. |
Summary Compensation Table
| (d) The amounts in this column reflect all other compensation paid to the named executives including $1,500 Company matching 401(k) plan contribution and other miscellaneous payments made to eligible employees. |
Grants of Plan-Based Awards in 2022
Grants of Plan-Based Awards in 2022 The following table sets forth certain information with respect to non-equity incentive plan awards granted to each of our named executive officers during the fiscal year ended December 31, 2023.
Grants of Plan-Based Awards in 2022
| | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | | Name(1) | Threshold ($) | Target ($) | Maximum ($) | | Holger Bartel | 150,000 | 150,000 | 150,000 | | Christina Sindoni Ciocca | — | — | — | | Wayne Lee | — | — | — |
Grants of Plan-Based Awards in 2022
| (1) Amount represents the potential annual performance bonus payments under the terms of the applicable employment agreement or bonus agreement. The business measurements and performance goals for determining the performance bonus payout are described in the section entitled “Executive Compensation”. |
Outstanding Equity Awards as of December 31, 2023
Outstanding Equity Awards as of December 31, 2023 The following table sets forth certain information with respect to outstanding equity awards as of December 31, 2023.
Outstanding Equity Awards as of December 31, 2023
| | Option Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Holger Bartel(1) | 600,000 | 0 | 8.14 | March 3, 2027 | | Christina Sindoni Ciocca(2)(3) | 0 | 25,000 | 3.49 | March 30, 2025 | | | 50,000 | 150,000 | 4.96 | March 8, 2029 |
Outstanding Equity Awards as of December 31, 2023
| (1) 600,000 options were granted to Mr. Holger Bartel in 2022. The options are exercisable in semi-annual increments of 25% from June 30, 2022 through December 31, 2023. |
Outstanding Equity Awards as of December 31, 2023
| (2) Although Ms. Ciocca was not designated as an executive officer in 2022, Ms. Ciocca’s option grant outstanding as of December 31, 2022 is included for completeness. Ms. Ciocca was granted 100,000 options in 2020. The options are exercisable in annual increments of 25% from March 30, 2021 through March 30, 2024. Ms. Ciocca exercised the first tranche of 25,000 options in 2021. Ms. Ciocca exercised the second and third tranche of 50,000 options in 2023. The remaining tranche of 25,000 becomes exercisable in March 2024. |
Outstanding Equity Awards as of December 31, 2023
| (3) 200,000 options were granted to Ms. Ciocca in 2023. The options are exercisable in semi-annual increments of 12.5% from June 30, 2023 through December 31, 2026. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested In March 2023, the Company granted Ms. Ciocca 200,000 options, which vest semi-annually over 4 years, starting June 30, 2023. As of the end of 2023, 50,000 options vested and 150,000 remained unvested. Ms. Ciocca has not yet exercised any options pursuant to the 2023 grant. In June 2023, Ms. Ciocca exercised 50,000 options from the 2020 grant via a cashless exercise approved by the Board of Directors, leaving 25,000 options unvested. All 600,000 options pursuant to Mr. Bartel’s 2022 option grant vested by the end of 2023. Mr. Bartel did not exercise any options in 2023.
Employment Agreements and Potential Payments Upon Termination or Change-in-Control
Employment Agreements and Potential Payments Upon Termination or Change-in-Control The Company has employment or consulting agreements with its named executive officers. The employment or consulting agreements in place as of December 31, 2022 with the Company’s named executive officers are described below. Mr. Holger Bartel entered into an employment agreement with the Company on September 28, 2015. The Company may terminate the employment agreement, with or without cause, upon written notice to Mr. Holger Bartel. However, if Mr. Holger Bartel’s employment is terminated at any time without cause, Mr. Holger Bartel’s remaining stock options will immediately vest in full on the date of termination. Mr. Holger Bartel agreed that the Company will own any discoveries and work product (as defined in the agreement) made during the term of his employment and to assign all of his interest in any and all such discoveries and work product to the Company. On October 1, 2023, Mr. Holger Bartel entered into a temporary secondment arrangement with Travelzoo (Europe) Limited to serve as its Head of Strategy in the United Kingdom, splitting time 30/70. Ms. Ciocca entered into an employment agreement with the Company on April 2, 2018. Pursuant to the terms of the agreement, Ms. Ciocca is an at-will employee meaning the Company or Ms. Ciocca could terminate the agreement at any time, with or without cause, upon two (2) weeks’ prior notice to the other party. Ms. Ciocca agreed that the Company will own any discoveries and work product (as defined in the agreement) made during the term of her employment and to assign all of her interest in any and all such discoveries and work product to the Company. Furthermore, Ms. Ciocca agreed to not, directly or indirectly, solicit the Company’s customers or employees during the term of her employment and for a period of one (1) year thereafter. Mr. Lee entered into a consulting agreement with the Company on August 9, 2022 through Agnitio Partners LLC for six (6) months of Chief Financial Officer services through March 1, 2023. The consulting agreement was extended by mutual agreement for an additional month. Mr. Lee’s engagement could be terminated at any time by the Company with seven (7) days’ written notice and by Mr. Lee with 30 days’ written notice. Mr. Lee agreed that the Company will own any work product (as defined in the agreement) made during the term of his engagement and to assign all of his interest in any and all such work product to the Company.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and our other named executive officers (“Non-PEO NEOs”), and company performance for the fiscal years listed below. For further information concerning our pay-for-performance philosophy and how we structure our executive compensation to drive and reward performance, refer to the section entitled “Executive Compensation”. The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by our named executive officers for any of the periods listed. These amounts reflect Summary Compensation Table total compensation with certain adjustments as described in the following table and footnotes.
Pay Versus Performance
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) | Net Income ($) | | 2023 | 561,250 | 1,282,190 | 524,227 | 930,649 | 100.95 | 12,366,000 | | 2022 | 2,280,400 | 1,565,200 | 236,837 | 19,071 | 47.14 | 6,634,000 | | 2021 | 232,000 | 1,464,860 | 239,934 | 297,119 | 100.00 | 911,000 |
Pay Versus Performance
| (1) Holger Bartel served as our PEO for the entirety of fiscal years 2021, 2022 and 2023. Our Non-PEO NEOs for 2021 were Lisa Su and Michele Huiban. Our Non-PEO NEOs for 2022 were Christina Sindoni Ciocca, Lisa Su and Wayne Lee. Our Non-PEO NEOs for 2023 were Christina Sindoni Ciocca and Wayne Lee. |
Pay Versus Performance
| (2) Amounts reported in this column represent the total compensation reported in the Summary Compensation Table for the applicable year for our PEO. |
Pay Versus Performance
| (3) Amounts reported in this column represent the compensation actually paid to the PEO, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below: |
Pay Versus Performance
| PEO | 2021 ($) | 2022 ($) | 2023 ($) | | Summary Compensation Table – Total Compensation(a) | 232,000 | 2,280,400 | 561,250 | | Minus Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | 0 | 1,730,400 | 0 | | Plus Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | 0 | 405,938 | 0 | | Plus Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Year(d) | 0 | 0 | 0 | | Plus Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | 0 | 609,262 | 0 | | Plus Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | 1,232,860 | 0 | 720,940 | | Minus Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | 0 | 0 | 0 | | equals | | | | | Compensation Actually Paid | 1,464,860 | 1,565,200 | 1,282,190 |
Pay Versus Performance
| (a) Represents Total Compensation reported in the Summary Compensation Table for the indicated fiscal year. |
Pay Versus Performance
| (b) Represents the aggregate grant date fair value of the stock awards and option awards granted to the PEO during the indicated fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance
| (c) Represents the aggregate fair value as of the indicated fiscal year-end of the PEO’s outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance
| (d) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the PEO as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance
| (e) Represents the aggregate fair value at vesting of the stock awards and option awards that were granted to the PEO and vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance
| (f) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the PEO that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance
| (g) Represents the aggregate fair value as of the last day of the prior fiscal year of the PEO’s stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance
There were no dividends or other earnings paid on the stock awards or option awards in the covered fiscal years.
Pay Versus Performance
| (4) Amounts reported in this column represent the average of the total compensation reported in the Summary Compensation Table for the applicable year for our Non-PEO NEOs. |
Pay Versus Performance
| (5) Amounts reported in this column represent the compensation actually paid to our Non-PEO NEOs in the indicated fiscal year, based on the average total compensation for such Non-PEO NEOs reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below: |
Pay Versus Performance
| NEO Average | 2021 ($) | 2022 ($) | 2023 ($) | | Summary Compensation Table – Total Compensation(a) | 239,934 | 177,628 | 524,227 | | Minus Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | 0 | 0 | 278,000 | | Plus Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | 0 | 0 | 542,910 | | Plus Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Year(d) | (12,261) | (122,531) | 53,866 | | Plus Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | 0 | 0 | 77,562 | | Plus Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | 69,446 | (36,026) | 10,804 | | Minus Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | 0 | 0 | 0 | | equals | | | | | Compensation Actually Paid | 297,119 | 19,071 | 930,649 |
Pay Versus Performance
| (a) See footnote 1 for the NEOs included in the average for each indicated fiscal year. Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year. |
Pay Versus Performance
| (b) Represents the aggregate grant date fair value of the stock awards and option awards granted to the Non-PEO NEOs during the indicated fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance
| (c) Represents the aggregate fair value as of the indicated fiscal year-end of the Non-PEO NEO’s outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance
| (d) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the Non-PEO NEO as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance
| (e) Represents the aggregate fair value at vesting of the stock awards and option awards that were granted to the Non-PEO NEO and vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance
| (f) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the Non-PEO NEO that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance
| (g) Represents the aggregate fair value as of the last day of the prior fiscal year of the Non-PEO NEO’s stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. |
Pay Versus Performance
There were no dividends or other earnings paid on the stock awards or option awards in the covered fiscal years.
Pay Versus Performance
| (6) Assumes $100 invested as of December 31, 2020 through the end of the applicable year. |
Pay Versus Performance
| (7) The dollar amounts represent the amount of net income (loss) attributable to Travelzoo reflected in our audited financial statements for the applicable fiscal year. |
Relationship Between Compensation Actually Paid and TSR
Relationship Between Compensation Actually Paid and TSR