Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses TZOO in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named TZOO in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Holger Bartel | $490,800 | $95,750 | $0 | $0 | $0 | $0 | $0 | $586,550 |
| Global Chief Executive Officer and Head of Strategy | ||||||||
| Christina Sindoni Ciocca | 460,125 | 0 | 0 | 0 | 0 | 0 | 1,500 | 461,625 |
| Chief Membership Officer and General Counsel, and CEO of Jack's Flight Club | ||||||||
| Lijun Qi | 120,833 | 25,000 | 0 | 0 | 0 | 0 | 1,500 | 147,333 |
| Chief Accounting Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Holger Bartel | $586,550 | — | — | — |
| Christina Sindoni Ciocca | 461,625 | — | — | — |
| Lijun Qi | 147,333 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Christina Sindoni Ciocca | Option | 50,000 | 4.96 | — |
The fundamental objectives of our executive compensation program are to attract and retain highly qualified executive officers, motivate these executive officers to materially contribute to our long-term business success, and align the interests of our executive officers and stockholders by rewarding our executives for individual and corporate performance based on qualitative and quantitative targets established by the Committee.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Compensia |
| Clawback policy | True |
| Anti-hedging | true |
| Anti-pledging | — |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-04-20 | 6,216,201 | 170,683 | 10,945 | 97.33% | Passed |
| 2025 | 2025-06-04 | 6,604,362 | 417,364 | 7,264 | 94.06% | Passed |
| 2024 | 2024-04-26 | 8,634,466 | 54,366 | 6,756 | 99.37% | Passed |
| 2023 | 2023-06-01 | 8,735,071 | 1,872,394 | 4,771 | 82.35% | Passed |
| 2020 | 2020-05-29 | 7,400,726 | 375,984 | 29,131 | 95.17% | Passed |
| 2019 | 2019-05-14 | 9,549,911 | 42,799 | 4,640 | 99.55% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-04-20 | 97.33%a |
| 2025 | 2025-06-04 | 94.06%b |
| 2024 | 2024-04-26 | 99.37%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Michael KargIndependent · Audit (Chair) · Compensation · Nominating and Corporate Governance | $122,269 | — | $0 | $0 | $0 | $122,269 |
| Volodymyr CherevkoIndependent · Audit · Compensation (Chair) · Nominating and Corporate Governance (Chair) | 88,453 | — | 0 | 0 | 0 | 88,453 |
| Sharry SunIndependent · Audit · Compensation · Newly elected | 44,089 | 44,089 | 0 | 0 | 0 | 88,178 |
| Carrie Liqun LiuIndependent · Audit · Not standing for re-election | 72,162 | — | 0 | 0 | 0 | 72,162 |
| Christina Sindoni CioccaEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
| Holger BartelEmployee director · Not standing for re-election | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $56,772 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 34,064 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $326,973 |
| Equity awards (grant-date value) | $44,089 |
| All other compensation | $0 |
| Total cost of the board | $371,062 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Travelzoo | 2025 | Holger Bartel | $490,800 | $0 | $0 | $0 | $586,550 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Holger Bartel | DEF 14A | 2026-03-11 | 0001140361-26-009029 | Section “Summary Compensation Table”. As printed: 586,550. Filing ↗machine: r2 · c21 · span 305057–305064 |
| 2 | Section 01, Christina Sindoni Ciocca | DEF 14A | 2026-03-11 | 0001140361-26-009029 | Section “Summary Compensation Table”. As printed: 461,625. Filing ↗machine: t41 · r4 · c21 · span 312977–312984 |
| 3 | Section 01, Lijun Qi | DEF 14A | 2026-03-11 | 0001140361-26-009029 | Section “Summary Compensation Table”. As printed: 147,333. Filing ↗machine: r6 · c21 · span 320965–320972 |
| 4 | Section 07, pay ratio | 10-K | 2026-03-11 | 0001133311-26-000005 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 5 | Section 08, Michael Karg | DEF 14A | 2026-03-11 | 0001140361-26-009029 | Section “Director Compensation”. As printed: 122,269. Filing ↗machine: t30 · r5 · c3 · span 174842–174849 |
| 6 | Section 08, Volodymyr Cherevko | DEF 14A | 2026-03-11 | 0001140361-26-009029 | Section “Director Compensation”. As printed: 88,453. Filing ↗machine: t30 · r6 · c3 · span 176731–176737 |
| 7 | Section 08, Sharry Sun | DEF 14A | 2026-03-11 | 0001140361-26-009029 | Section “Director Compensation”. As printed: 88,178. Filing ↗ |
| 8 | Section 08, Carrie Liqun Liu | DEF 14A | 2026-03-11 | 0001140361-26-009029 | Section “Director Compensation”. As printed: 72,162. Filing ↗machine: t30 · r4 · c3 · span 172893–172899 |
| 9 | Section 08, Christina Sindoni Ciocca | DEF 14A | 2026-03-11 | 0001140361-26-009029 | Section “Director Compensation”. As printed: 0. Filing ↗machine: t30 · r3 · c9 · span 171864–171866 |
| 10 | Section 08, Holger Bartel | DEF 14A | 2026-03-11 | 0001140361-26-009029 | Section “Director Compensation”. As printed: 0. Filing ↗machine: t30 · r2 · c9 · span 170024–170026 |
| 11 | Section 06, 2026 vote | Form 8-K | 2026-04-20 | 0001133311-26-000007 | Item 5.07 · say-on-pay result. As reported: 97.33% (votes for as printed: 6,216,201). Filing ↗ |
| 12 | Section 06, 2025 vote | Form 8-K | 2025-06-04 | 0001628280-25-029275 | Item 5.07 · say-on-pay result. As reported: 94.06% (votes for as printed: 6,604,362). Filing ↗ |
| 13 | Section 06, 2024 vote | Form 8-K | 2024-04-26 | 0001133311-24-000015 | Item 5.07 · say-on-pay result. As reported: 99.37% (votes for as printed: 8,634,466). Filing ↗ |
| 14 | Section 09b board cost (computed) | Computed | — | computed | Cash 326,973 + equity 44,089 + all other 0 = 371,062, summed across the director compensation table rows.machine: formula: Σ = 371,062 |
| 15 | Travelzoo (subject), Section 10b CEO total | DEF 14A | 2026-03-11 | 0001140361-26-009029 | CEO total compensation as printed in Travelzoo's own proxy. As printed: 586,550. Filing ↗machine: r2 · c21 · span 305057–305064 |