Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-09-30

Travelzoo (TZOO)

CEO Holger Bartel was paid $586,550 in fiscal year 2025, ↓ down 80.5% from fiscal year 2024 (SEC filing 0001140361-26-009029 ↗): 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.

$586,550 ↓
Holger Bartel total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
97.33%
Say-on-pay support, latest vote

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TZOO's next annual pay disclosure, estimated January 28, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Holger Bartel$490,800$95,750$0$0$0$0$0$586,550
Global Chief Executive Officer and Head of Strategy
Christina Sindoni Ciocca460,125000001,500461,625
Chief Membership Officer and General Counsel, and CEO of Jack's Flight Club
Lijun Qi120,83325,00000001,500147,333
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.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Holger Bartel$586,550$3,014,050$561,250↓ −2,427,500
Christina Sindoni Ciocca461,625429,250915,750↑ +32,375
Lijun Qi147,333288,528—↓ −141,195

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against TZOO
2 companies name TZOO as a compensation peer

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01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Carrie Liqun LiuIndependent Director$72,162
Michael KargIndependent Director$122,269
Sharry SunIndependent Director$44,089
Volodymyr CherevkoIndependent Director$88,453
02

Equity transactions since the proxy statement was filed

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Holger BartelGlobal Chief Executive Officer2026-09-28D200,000$6$1,128,000CommonForm 4 ↗

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Christina Sindoni CioccaOption50,0004.96—
05

Incentive-plan design — the Compensation Discussion & Analysis

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 consultantCompensia
Clawback policyTrue
Anti-hedgingtrue
Anti-pledging—
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-04-206,216,201170,68310,94597.33%Passed
20252025-06-046,604,362417,3647,26494.06%Passed
20242024-04-268,634,46654,3666,75699.37%Passed
20232023-06-018,735,0711,872,3944,77182.35%Passed
20202020-05-297,400,726375,98429,13195.17%Passed
20192019-05-149,549,91142,7994,64099.55%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.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-04-2097.33%a
20252025-06-0494.06%b
20242024-04-2699.37%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.

07

CEO pay ratio

Ratio (CEO : median employee)—
CEO total compensation—
Median employee compensation—
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
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—00088,453
Carrie Liqun LiuIndependent · Audit · Not standing for re-election72,162—00072,162
Sharry SunIndependent · Audit · Compensation · Newly elected44,089000044,089
Christina Sindoni CioccaEmployee director · Board Chair000—00
Holger BartelEmployee director · Not standing for re-election000—00
09

Board fee structure and ownership guideline

Annual cash retainer$56,772
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)34,064
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$326,973
Equity awards (grant-date value)$0
All other compensation$0
Total cost of the board$326,973

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Travelzoo2025Holger 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.

10d

Frequently asked questions

Who was the highest-paid executive at Travelzoo in fiscal 2025?
As disclosed, Holger Bartel (Global Chief Executive Officer and Head of Strategy) was the highest-paid executive at Travelzoo in fiscal 2025, with total compensation of $586,550.
How did shareholders vote on Travelzoo's executive compensation?
As disclosed, 97.33% of shareholders supported Travelzoo's executive compensation in the latest say-on-pay vote.
How much does Travelzoo spend in total on board compensation for fiscal 2025?
As disclosed, Travelzoo reported total board compensation of $326,973 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Holger BartelDEF 14A2026-03-110001140361-26-009029Section “Summary Compensation Table”. As printed: 586,550. Filing ↗machine: r2 · c21 · span 305057–305064
2Section 01, Christina Sindoni CioccaDEF 14A2026-03-110001140361-26-009029Section “Summary Compensation Table”. As printed: 461,625. Filing ↗machine: t41 · r4 · c21 · span 312977–312984
3Section 01, Lijun QiDEF 14A2026-03-110001140361-26-009029Section “Summary Compensation Table”. As printed: 147,333. Filing ↗machine: r6 · c21 · span 320965–320972
4Section 07, pay ratio10-K2026-03-110001133311-26-000005Section “CEO Pay Ratio”. As printed: —. Filing ↗
5Section 08, Michael KargDEF 14A2026-03-110001140361-26-009029Section “Director Compensation”. As printed: 122,269. Filing ↗machine: t30 · r5 · c3 · span 174674–174855
6Section 08, Volodymyr CherevkoDEF 14A2026-03-110001140361-26-009029Section “Director Compensation”. As printed: 88,453. Filing ↗machine: t30 · r6 · c3 · span 176530–176750
7Section 08, Carrie Liqun LiuDEF 14A2026-03-110001140361-26-009029Section “Director Compensation”. As printed: 72,162. Filing ↗machine: t30 · r4 · c3 · span 172692–172912
8Section 08, Sharry SunDEF 14A2026-03-110001140361-26-009029Section “Director Compensation”. As printed: 44,089. Filing ↗machine: span 178462–178682
9Section 08, Christina Sindoni CioccaDEF 14A2026-03-110001140361-26-009029Section “Director Compensation”. As printed: 0. Filing ↗machine: t30 · r3 · c9 · span 171864–171866
10Section 08, Holger BartelDEF 14A2026-03-110001140361-26-009029Section “Director Compensation”. As printed: 0. Filing ↗machine: t30 · r2 · c9 · span 170024–170026
11Section 02, Holger Bartel 2026-09-28Form 42026-09-300001628280-26-063931Insider equity transaction reported since the proxy statement. Filing ↗
12Section 06, 2026 voteForm 8-K2026-04-200001133311-26-000007Item 5.07 · say-on-pay result. As reported: 97.33% (votes for as printed: 6,216,201). Filing ↗
13Section 06, 2025 voteForm 8-K2025-06-040001628280-25-029275Item 5.07 · say-on-pay result. As reported: 94.06% (votes for as printed: 6,604,362). Filing ↗
14Section 06, 2024 voteForm 8-K2024-04-260001133311-24-000015Item 5.07 · say-on-pay result. As reported: 99.37% (votes for as printed: 8,634,466). Filing ↗
15Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
16Section 09b board cost (computed)Computed——Cash 326,973 + equity 0 + all other 0 = 326,973, summed across the director compensation table rows.machine: formula: Σ = 326,973
17Travelzoo (subject), Section 10b CEO totalDEF 14A2026-03-110001140361-26-009029CEO total compensation as printed in Travelzoo's own proxy. As printed: 586,550. Filing ↗machine: r2 · c21 · span 305057–305064

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