Travelzoo 2007 Annual Report Download - page 10

Previously, Neale-May held senior positions with marketing, promotions and PR agencies, such as Ogilvy &
Mather, in Silicon Valley, New York, London and Los Angeles. During his 30 years as an international marketing
and brand strategist, Neale-May has consulted with over 300 leading multi-nationals, new venture starts and
emerging growth companies. Neale-May is the founder and executive director of the Chief Marketing Officer
(CMO) Council, a global affinity network of more than 3,000 senior marketing and branding executives. Mr. Neale-
May is a journalism graduate of Rhodes University in South Africa and serves on the board of trustees for the
Rhodes University Trust, USA.
Kelly M. Urso has served as a director since February 1999. Since 2003, Ms. Urso has been a principal at K. M.
Urso & Company, LLC. From 2001 to 2003, Ms. Urso was a tax attorney with Reynolds & Rowella LLP. From 1997
to 2001, Ms. Urso was 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 fiscal year
2007. Each of Mr. Ralph Bartel, Mr. Holger 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................................. Chair Chair
Mr. Holger Bartel ................................ Member
Mr. Ehrlich..................................... Member Chair
Mr. Neale-May .................................. Member Member Member
Ms. Urso ...................................... Member Member Member Chair
Number of 2007 Meetings ......................... 4 5 3 4
The Company does not require that directors attend the Annual Meeting. None of the directors attended the
2007 Annual Meeting.
Audit Committee
The Audit Committee’s primary responsibilities are to oversee and monitor (i) the integrity of Travelzoo’s
financial statements, (ii) the qualifications and independence of our independent registered public accounting firm,
(iii) the performance of our independent registered public accounting firm and internal audit staff, 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, a copy of which is attached as Appendix A. The Audit Committee is
responsible for appointing the independent registered public accounting firm and is directly responsible for the
compensation and oversight of the work of our independent registered public accounting firm. The Audit
Committee is composed solely of independent directors as defined in the listing standards of the NASDAQ.
The Board has determined that Mr. Neale-May qualifies as an audit committee financial expert within the definition
of SEC regulations.
4