Travelzoo 2004 Annual Report Download - page 7

Donovan Neale-May has served as a director since February 1999. Since 1987, Mr. Neale-May has been
President of Neale-May & Partners, a strategic marketing and public relations Ñrm with 80 full-time
communications professionals headquartered in Palo Alto, California.
Kelly M. Urso has served as a director since February 1999. Since July 2003, Ms. Urso has been a
principal at K. M. Urso & Company, LLC. From September 2001 to July 2003, Ms. Urso was employed as a
tax attorney by Reynolds & Rowella LLP. From 1997 to 2001, Ms. Urso served as the leader of the expatriate
tax group at General Electric International, Inc. Ms. Urso holds a bachelor's degree in business administration
from the University of Cincinnati and a Juris Doctor degree from the Thomas M. Cooley Law School in
Lansing, Michigan.
The Board of Directors is not aware that any nominee named in this Proxy Statement is unwilling or
unable to serve as a director. If, however, a nominee is unavailable for election, your proxy authorizes the
named designees to vote for a replacement nominee if the Board of Directors names one.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE ""FOR'' THESE NOMINEES.
Board Meetings and Committees
The Board of Directors has appointed an Audit Committee, a Compensation Committee, and a
Disclosure Committee. Below is a table indicating the membership of each of the Audit Committee,
Compensation Committee, and Disclosure Committee and how many times the Board of Directors and each
such committee met in Ñscal year 2004. Each of Mr. Ralph Bartel, Mr. Ehrlich, Mr. Neale-May and
Ms. Urso attended at least 75 percent of the total number of meetings of the Board of Directors and of the
committees on which he or she serves.
Board Audit Compensation Disclosure
Mr. Ralph Bartel ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Chair Chair
Mr. Ehrlich ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Member Chair
Mr. Neale-May ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Member Member
Ms. Urso ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Member Member Member Member
Number of 2004 Meetings ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 4 4 1 4
The Company does not require that directors attend the Annual Meeting. Ralph Bartel, our Chairman of
the Board of Directors, and Ms. Urso were the only directors who attended the 2004 Annual Meeting.
Audit Committee
The Audit Committee's primary responsibilities are to oversee and monitor (i) the integrity of
Travelzoo's Ñnancial statements, (ii) the qualiÑcations and independence of our independent auditor, (iii) the
performance of our independent auditor and internal audit staÅ, and (iv) the compliance by Travelzoo with
legal and regulatory requirements. A complete description of the committee's responsibilities is set forth in its
written charter. The Audit Committee is responsible for appointing the auditors and is directly responsible for
the compensation and oversight of the work of our independent auditors. The Audit Committee is composed
solely of independent directors as deÑned in the listing standards of the National Association of Securities
Dealers and operates under a written charter adopted by the entire Board of Directors. The Board has
determined that Mr. Neale-May qualiÑes as an audit committee Ñnancial expert within the deÑnition of SEC
regulations.
Compensation Committee
The Compensation Committee reviews and approves the compensation and beneÑts for the Company's
executive oÇcers and directors, and makes recommendations to the Board of Directors regarding such
matters. The Report of the Compensation Committee is included on page 10.
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