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590 Madison Avenue, | ||
| New York, NY 10022 |
| | ||
| | Sincerely, | |
| | ||
| RALPH BARTEL | ||
| |||
| Chairman of the Board | ||
| | By Order of the Board of Directors, | |
| | ||
| | TRAVELZOO | |
| | ||
| | CHRISTINA SINDONI CIOCCA | |
| | Corporate Secretary |
A proposal to elect five members of the Company's Board, each to serve until the 2023 Annual Meeting of Stockholders and until their successors are elected and qualified or until their earlier resignation or removal (“Proposal 1”); A proposal to approve an option grant to the Global Chief Executive Officer (“Proposal 2”); A proposal on an advisory basis to approve executive compensation (“Proposal 3”); Stockholders will further transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
Per Travelzoo’s Amended and Restated By-laws, each stockholder is entitled to one (1) vote for each share of Common Stock held which has voting power upon the matter in question. You may hold shares as follows: Shares held directly in your name as the “stockholder of record” and Shares held for you as the beneficial owner through a broker, bank, or other nominee in “street name.” |
• | Notify our Corporate Secretary in writing at Travelzoo, Attention: Corporate Secretary, 590 Madison Avenue, | |
Name | | | Age | | | Position |
Ralph Bartel, Ph.D., Ph.D. | | 56 | | | Chairman of the Board | |
Christina Sindoni Ciocca | | 34 | | | Corporate Secretary and General Counsel | |
Carrie Liqun Liu | | 40 | | | Independent Director | |
Volodymyr Cherevko | | 37 | | | Independent Director | |
Michael Karg, Ph.D. | | 50 | | | Independent Director |
Name | Board | Audit | Compensation | Disclosure | Nominating and Corporate Governance | | Board | | Audit | | Compensation | | Nominating and Corporate Governance | ||||
Mr. Ralph Bartel | Chair | | Chair | | | | |||||||||||
Ms. Rachel Barnett | Member | ||||||||||||||||
Ms. Christina Sindoni Ciocca | | Secretary | | | | ||||||||||||
Ms. Carrie Liqun Liu | Member | Member | | Member | | Member | | | |||||||||
Ms. Mary Reilly | Member | Chair | | Member | | Chair | | Chair | | Chair | |||||||
Ms. Beatrice Tarka | Member | Member | | Member | | Member | | Member | | Member | |||||||
Number of 2018 Meetings | 4 | 1 | 4 | — | |||||||||||||
Number of 2021 Meetings | | 6 | | 4 | | 2 | | 1 |
Name | Fees Earned or Paid in Cash ($) | Total ($) | ||||
Mr. Ralph Bartel | — | — | ||||
Ms. Rachel Barnett | — | — | ||||
Ms. Carrie Liqun Liu | 74,640 | 74,640 | ||||
Ms. Mary Reilly | 107,440 | 107,440 | ||||
Ms. Beatrice Tarka | 70,720 | 70,720 |
Name | | | Board | | | Audit | | | Compensation | | | Nominating and Corporate Governance |
Mr. Ralph Bartel | | | Chair | | | | | | | |||
Ms. Christina Sindoni Ciocca | | | Secretary | | | | | | | |||
Ms. Carrie Liqun Liu | | | Member | | | Member | | | | | ||
Ms. Mary Reilly | | | Member | | | Chair | | | Chair | | | Chair |
Ms. Beatrice Tarka | | | Member | | | Member | | | Member | | | Member |
Number of 2021 Meetings | | | 6 | | | 4 | | | 2 | | | 1 |
Name | | | Board | | | Audit | | | Compensation | | | Nominating and Corporate Governance |
Mr. Ralph Bartel | | | Chair | | | | | | | |||
Ms. Christina Sindoni Ciocca | | | Secretary | | | | | | | |||
Ms. Carrie Liqun Liu | | | Member | | | Member | | | | | ||
Ms. Mary Reilly | | | Member | | | Chair | | | Chair | | | Chair |
Ms. Beatrice Tarka | | | Member | | | Member | | | Member | | | Member |
Number of 2021 Meetings | | | 6 | | | 4 | | | 2 | | | 1 |
Description | | | Fee Earned ($) |
Annual retainer for each Board member | | | 50,000 |
Annual retainer for Audit Committee Chair | | | 30,000 |
Fee for attendance of a Board meeting | | | 2,800 |
Fee for attendance of an Audit Committee meeting | | | 2,800 |
Fee for attendance of a Compensation Committee meeting | | | 1,680 |
Fee for attendance of Special Committee meetings (total fee for up to 5 meetings) | | | 5,000 |
Fee for attendance of Special Committee meetings (total fee for up to 10 meetings) | | | 8,000 |
Name | | | Fees Earned or Paid in Cash($)(1) | | | Stock Awards ($)(2)(3) | | | Total ($)(4) |
Mr. Ralph Bartel | | | — | | | 3,083,200 | | | 3,083,200 |
Ms. Christina Sindoni Ciocca | | | — | | | — | | | — |
Ms. Carrie Liqun Liu | | | 70,880 | | | — | | | 70,880 |
Ms. Mary Reilly | | | 113,760 | | | — | | | 113,760 |
Ms. Beatrice Tarka | | | 83,760 | | | — | | | 83,760 |
(1) | This column reports the amount of cash compensation earned in 2021 for Board and committee service. |
(2) | The values reported reflect the aggregate grant date fair value of grants of stock options to each of the listed directors 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 2021 Annual Report on Form 10-K filed on March 31, 2022. |
(3) | Mr. Ralph Bartel had 100,000 vested options outstanding as of February 28, 2022 and 100,000 unvested options, which vest on March 31, 2022. |
(4) | Amounts included in this table do not include compensation received by Ms. Ciocca for her role as General Counsel of the Company, including 100,000 stock options granted in March 2020 and approved by the shareholders at the 2020 Annual Meeting. |
| | Female | | | Male | |
Total Number of Directors | | | 5 | |||
Part I: Gender Identity | | | | | ||
Directors | | | 4 | | | 1 |
Part II: Demographic Background | | | | | ||
Asian (other than South Asian) | | | 1 | | | 0 |
White | | | 3 | | | 1 |
Name | | | Age | | | Position |
Holger Bartel, Ph.D. | | | 55 | | | Global Chief Executive Officer |
Lisa Su | | | 46 | | | Chief Accounting Officer |
Vesting Date | | | Percentage of Option Vesting |
On June 30, 2022 | | | 25% |
On December 31, 2022 | | | 25% |
On June 30, 2023 | | | 25% |
On December 31, 2023 | | | 25% |
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 | | | 2021 | | | 232,000 | | | — | | | — | | | — | | | — | | | 232,000 |
| 2020 | | | 208,000 | | | — | | | 5,850,250 | | | — | | | — | | | 6,058,250 | ||
| | | | | | | | | | | | | | ||||||||
Lisa Su(2) Chief Accounting Officer | | | 2021 | | | 300,000 | | | 50,000 | | | — | | | — | | | 1,500 | | | 351,500 |
| 2020 | | | 268,333 | | | 6,500 | | | 392,800 | | | — | | | 1,500 | | | 669,133 | ||
| | | | | | | | | | | | | | ||||||||
Michèle Huiban(3) Chief Financial Officer | | | 2021 | | | 99,911 | | | 28,546 | | | — | | | — | | | — | | | 128,457 |
| 2020 | | | — | | | — | | | — | | | — | | | — | | | — |
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) | 2018 | 232,000 | — | — | — | — | 232,000 | ||||||
Global Chief Executive Officer | 2017 | 142,472 | — | 1,242,400 | — | 90,073 | 1,474,945 | ||||||
Lisa Su (2) | 2018 | 241,020 | 43,750 | — | 50,000 | 6,299 | 341,069 | ||||||
Principal Accounting Officer | |||||||||||||
Michael Peterson (3) | 2018 | 183,750 | 27,474 | 404,750 | — | 1,500 | 617,474 | ||||||
Chief Technology Officer | |||||||||||||
Glen Ceremony (4) | 2018 | 388,353 | 33,335 | — | 33,334 | 1,500 | 456,522 | ||||||
Former Chief Financial Officer | 2017 | 470,000 | 62,502 | — | 50,000 | 4,036 | 586,538 | ||||||
Rachel Barnett (5) | 2018 | 350,000 | — | 241,650 | — | 3,741 | 595,391 | ||||||
Director and former General Counsel | 2017 | 316,945 | 20,685 | — | — | 3,846 | 341,476 |
(1) | Mr. Holger Bartel's annual salary is $232,000 for his role as Global Chief Executive Officer. In 2020, his base salary was reduced 20% from $232,000 to $185,600 to support cost reduction efforts due to the COVID-19 pandemic. $208,800 represents annual salary cost based on 20% reduction for six months. | ||||||
(2) | Ms. Su was appointed as the Company's | ||||||
(3) | |||||||
after Q1 of 2021, she earned only one bonus. |
(a) | Amounts consist of | ||||||
(b) | The values reported reflect the aggregate grant date fair value of grants of stock options to each of the listed officers in the years shown. The grant date fair value of stock options is calculated using the Black-Scholes option pricing model. For a more detailed discussion on the valuation model and assumptions used to calculate the fair value of our options, refer to Note | ||||||
(c) | The amounts reflected in this column reflect the performance-based cash awards paid to the named executives pursuant to certain employment agreements, as discussed in the | ||||||
(d) | The amounts | ||||||
| | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | |||||||
Name(1) | | | Threshold ($) | | | Target ($) | | | Maximum ($) |
Holger Bartel | | | — | | | — | | | — |
Lisa Su | | | 50,000 | | | 50,000 | | | 50,000 |
Michèle Huiban | | | 25,000 | | | 25,000 | | | 25,000 |
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | ||||||
Name (1) | Threshold ($) | Target ($) | Maximum ($) | |||
Holger Bartel | — | — | — | |||
Lisa Su | 150,000 | 150,000 | 150,000 | |||
Michael Peterson | 150,000 | 150,000 | 150,000 | |||
Glen Ceremony | 200,000 | 200,000 | 200,000 | |||
Rachel Barnett | — | — | — |
(1) | Amount represents the potential annual performance bonus payments under the terms of the applicable employment agreement or bonus agreement. The business measurements and performance goals for determining the performance bonus payout are described in the section entitled, “Executive Compensation”. Note, Ms. Su’s bonus was eliminated after Q2 and Ms. Huiban was with the Company for only Q2, so the possible payouts have been adjusted accordingly. |
| | | | Option Awards | |||||||||||
Name | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | |
Holger Bartel | | | (1) | | | — | | | — | | | 3.49 | | | September 5, 2024 |
| | (1) | | | — | | | — | | | 3.49 | | | October 30, 2027 | |
| | (2) | | | 540,000 | | | — | | | 3.49 | | | September 28, 2025 | |
Lisa Su | | | (3) | | | — | | | 75,000 | | | 3.49 | | | March 30, 2025 |
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) | 400,000 | — | 8.07 | September 28, 2025 | ||||
200,000 | 200,000 | 6.95 | October 30, 2027 | |||||
Lisa Su | — | — | — | — | ||||
Michael Peterson (2) | — | 50,000 | 16.65 | June 22, 2023 |
(1) | 400,000 options were granted to Mr. Holger Bartel in each of 2015, 2017 and 2019. In 2019, Mr. Bartel exercised 250,000 options pursuant to the 2017 grant. In 2020, all outstanding, unexercised options were doubled and re-priced, resulting in 800,000 options from his 2015 grant, 300,000 options from his 2017 grant and 800,000 options from his 2019 grant. In 2021, Mr. Bartel exercised 300,000 options from his 2017 grant, meaning the option grant is now terminated, 800,000 options from his 2015 grant, meaning the option grant is now terminated, and 260,000 options from his 2019 grant, meaning there are 540,000 options left, which as of December 31, 2021 are fully vested. |
The options are exercisable in quarterly increments of 12.5% from March 31, |
The options are exercisable in annual increments of 25% from |
| | Beneficial Ownership | ||||
Beneficial Owner | | | Number of Shares | | | Percent of Total(5) |
Directors and Executive Officers | | | | | ||
Ralph Bartel*(1) | | | 5,097,869 | | | 42.29% |
Holger Bartel(2) | | | 556,167 | | | 4.61% |
Christina Sindoni Ciocca(3) | | | 37,288 | | | 0.31% |
Lisa Su(4) | | | 25,000 | | | 0.21% |
Mary Reilly | | | — | | | — |
Carrie Liqun Liu | | | — | | | — |
Beatrice Tarka | | | — | | | — |
Michael Karg | | | — | | | — |
Volodymyr Cherevko | | | — | | | — |
Directors (including nominees) and executive officers as a group (9 persons) | | | 5,716,324 | | | 47.42% |
Beneficial Ownership | ||||||
Beneficial Owner | Number of Shares (1) | Percent of Total (2) | ||||
Directors and Executive Officers | ||||||
Ralph Bartel (3) | 5,945,000 | 50.10 | % | |||
Holger Bartel | 650,000 | 5.48 | % | |||
Rachel Barnett | — | — | ||||
Christina Sindoni Ciocca | — | — | ||||
Carrie Liqun Liu | — | — | ||||
Mary Reilly | — | — | ||||
Michael Peterson | — | — | ||||
Lisa Su | — | — | ||||
Beatrice Tarka | — | — | ||||
Directors and executive officers as a group (9 persons) | 6,595,000 | 55.58 | % | |||
* Persons Owning More Than 5% of Common Stock |
* | Persons Owning More Than 5% of Common Stock |
(1) |
(2) | Mr. Holger Bartel holds 540,000 options that are exercisable as of December 31, 2021. Except as otherwise indicated and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all their shares of |
(3) | Represents shares subject to stock options that are exercisable on February 28, 2022 or become exercisable within 60 days of February 28, 2022. Except as otherwise indicated and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all their shares of common stock. Ms. Ciocca holds 12,288 shares of common stock. |
Represents shares subject to stock options that are exercisable on February 28, 2022 or become exercisable within 60 days of February 28, 2022. Except as otherwise indicated and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all their shares of common stock. |
(5) | For each person and group indicated in this table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the |
Service | | | 2021 Fees | | | 2020 Fees |
Audit fees(1) | | | $ 828,800 | | | $881,100 |
Audit-related fees(2) | | | — | | | 25,000 |
Tax fees | | | — | | | — |
All other fees | | | — | | | — |
Total | | | $ 828,800 | | | $906,100 |
Service | 2018 Fees | 2017 Fees | ||||||
Audit fees (1) | $ | 1,190,600 | $ | 1,201,674 | ||||
Audit-related fees | — | — | ||||||
Tax fees | — | — | ||||||
All other fees | 2,700 | 1,800 | ||||||
Total | $ | 1,193,300 | $ | 1,203,474 |
(1) | Audit fees consisted of fees for professional services rendered for the annual audit of |
(2) | Audit-related fees |
| ||||||
| Audit Committee | | ||||
| | | | |||
| | Mary Reilly (Chair) | | | ||
| | Carrie Liqun Liu | | | ||
| | Beatrice Tarka | | |
1. | |
(a) | No shares may be purchased prior to June 30, 2022. Subject to the terms of this Agreement, the 600,000 stock options shall vest in four (4) bi-annual installments, beginning on January 1, 2022, as follows: |
Vesting Date | | | Percentage of Stock Options Vesting |
On June 30, 2022 | | | 25% |
On December 31, 2022 | | | 25% |
On June 30, 2023 | | | 25% |
On December 31, 2023 | | | 25% |
(b) | In no event may this option or any part thereof be exercised after the expiration of five (5) years from the Date of Grant, which shall be the term of the option. |
(c) | The purchase price of the shares subject to the option may be paid for (i) in cash, (ii) in the discretion of the Board, by tender of shares of Common Stock already owned by Optionee, or (iii) in the discretion of the Board, by such other method as the Board may determine. |
(d) | The option may not |
(e) | The option may not be exercised if Optionee is no longer employed by the |
(f) | The option may not be exercised (i) unless and until shareholder approval is obtained and (ii) prior to the registration of the shares being offered under the Agreement, which registration shall be filed by the Company with the United States Securities and Exchange Commission following the Company’s |
(g) | The Board or the Committee shall |
2. | |
Anti-Dilution Provisions. In the |
3. | Non-Transferability. Neither the option hereby granted nor any rights thereunder or under this Agreement may be assigned, transferred or in any manner encumbered except by will or the laws of descent and distribution, and any attempted assignment, transfer, mortgage, pledge or encumbrance except as herein authorized, shall be void and of no effect. |
4. | Termination of Employment. In the event of the |
5. | Method of Exercise/Shares Issued on Exercise of Option. The option may be exercised (in whole or in part) at any time during the period specified in this Agreement, (a) by delivering to the Corporate Secretary of the Company not less than thirty (30) days prior to the date of exercise (or such shorter period as the Company shall approve) a written notice (email being acceptable) of Optionee’s intent to exercise and estimated date of exercise, and (b) by delivering to the Corporate Secretary of the Company not less than five (5) business days prior to the date of exercise (or such shorter period as the Company shall approve) (i) a written notice of exercise designating the number of shares to be purchased, signed by Optionee, and (ii) payment of the full amount of the purchase price of the shares and payment of the full amount of applicable taxes triggered by the |
6. | Board Administration. The Board, the Committee, or any successor or other committee authorized by the Board, subject to the express terms of this option, shall have plenary authority to interpret any provision of this option and to make any determinations necessary or advisable for the administration of this option and the exercise of the rights herein granted, and may waive or amend any provisions hereof in any manner not adversely affecting the rights granted to Optionee by the express terms hereof. |
7. | Option not an Incentive Stock Option. It is intended that this option shall not be treated as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, or otherwise qualify for any special tax benefits to Optionee. |
8. | No Contract of Employment. Nothing contained in this Agreement shall be considered or construed as creating a contract of employment for any specified period of time. |
9. | Restrictions on Exercise. This option may not be exercised if the issuance of Common Stock upon Optionee’s exercise or the method of payment of consideration for such Common Stock would |
10. | Termination of Option. Notwithstanding anything to the contrary herein, this option shall not be exercisable after the expiration of the term of five (5) years from the Date of Grant, as set forth in section 1(b) hereof. |
Withholding upon Exercise. Prior to the issuance of shares upon the exercise of the option, the Optionee must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state and local withholding obligations of the Company. The Optionee may satisfy any federal, state or local tax withholding obligation relating to the exercise of the option by any of the following means: (a) tendering a cash payment; or (b) requesting that the Company (which may or may not approve in its sole discretion) withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Optionee as a result of the exercise of the option; provided, however, that no shares of Common Stock are withheld with a value exceeding the maximum amount of tax required to be withheld by law. The Company reserves the right to withhold, in accordance with any applicable laws, from any consideration payable to Optionee any taxes required to be withheld by federal, state or local law as a result of the grant or exercise of this option. If the amount of any consideration payable to Optionee is insufficient to pay such taxes or if no consideration is payable to Optionee, upon request of the Company, Optionee shall pay to the Company in cash an amount sufficient for the Company to satisfy any Federal, state or local tax withholding requirements it may incur as a result of the grant or exercise of this option. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Optionee’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the option or the subsequent sale of any shares acquired on exercise; and (b) does not commit to structure the option to reduce or eliminate the Optionee’s liability for Tax-Related Items. |
12. | Severability. Any word, phrase, clause, sentence or other provision herein which violates or is prohibited by any applicable law, court decree or public policy shall be modified as necessary to avoid the violation or prohibition and so as to make this Agreement enforceable as fully as possible under applicable law, and if such cannot be so modified, the same shall be ineffective to the extent of such violation or prohibition without invalidating or affecting the remaining provisions herein. |
13. | Non-Waiver of Rights. The Company’s failure to enforce at any time any of the provisions of this agreement or to require at any time performance by Optionee of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this agreement, or any part hereof, or the right of the Company thereafter to enforce each and every provision in accordance with the terms of this agreement. |
14. | Entire Agreement; Amendments. No modification, amendment or waiver of any of the provisions of this agreement shall be effective unless in writing specifically referring hereto and signed by the parties hereto. This agreement supersedes all prior agreements and understandings between Optionee and the Company to the extent that any such agreements or understandings conflict with the terms of this agreement. |
15. | Assignment. This agreement shall be freely assignable by the Company to and shall inure to the benefit of, and be binding upon, the Company, its successors and assigns and/or any other entity which shall succeed to the business presently being conducted by the Company. |
16. | Governing Law. To the extent |
| | COMPANY: | ||||
| | | ||||
| | TRAVELZOO | ||||
| | | | |||
| | By: | | | /s/ Christina Sindoni Ciocca | |
| | Name: | | | Christina Sindoni Ciocca | |
| | Title: | | | Authorized Signatory | |
| | Date: | | | March 3, 2022 |
| | OPTIONEE: | ||||
| | | | |||
| | By: | | | /s/ Holger Bartel | |
| | Name: | | | Holger Bartel | |
| | Title: | | | Global Chief Executive Officer | |
| | Date: | | | March 3, 2022 |