Travelzoo 2007 Annual Report Download - page 15

Executive Officer, Chief Financial Officer and other most highly compensated officers. We refer to these
individuals collectively as the “named executives” or the “named executive officers.”
Compensation Philosophy and Objectives
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 targets established by the Committee.
We believe that achievement of these compensation program objectives enhances long-term profitability and
stockholder value. The elements utilized to help achieve the Committee’s objectives include the following:
•Accountability for Individual Performance. Compensation should in large part depend on the named
executive’s individual performance in order to motivate and acknowledge the key contributors to our
success.
•Recognition for Business Performance. Compensation should take into consideration our overall financial
performance and overall growth.
•Attracting and Retaining Talented Executives. Compensation should generally reflect the competitive
marketplace and be designed to attract and retain superior employees in key competitive positions.
We implement our compensation philosophy through setting base salaries for our executive officers, through
the use of our executive bonus plan and through reviewing and approving other terms of employment agreements.
Compensation Determination Process
Compensation Committee Members. The Committee is responsible for establishing, overseeing and review-
ing executive compensation policies and for approving, validating and benchmarking the compensation and
benefits for named executive officers. The Committee is also responsible for determining the fees paid to our
outside directors. The Committee includes Mr. Ralph Bartel (Chair) and Ms. Kelly M. Urso. Ms. Urso satisfies the
independence requirements of the NASDAQ. The Compensation Committee does not have a charter.
Role of Management. During 2007, the Committee engaged in its annual review of executive compensation
with the goal of ensuring the appropriate combination of fixed and variable compensation linked to individual and
corporate performance. In the course of its review, the Committee considered the advice and input of the Company’s
CEO and data prepared by management, including a comparison of the current compensation of the named
executive officers with publicly available industry data from The Wall Street Journal. The Wall Street Journal data
utilized by the Committee included salary and total compensation information based on the title, job description,
and geographic location of similarly situated executives. The most significant aspects of the CEO’s role in the
compensation determination process are evaluating employee performance, establishing business performance
targets, goals and objectives and recommending salary and bonus levels.
The Committee compared the compensation received by the Company’s named executive officers with the
levels of compensation received by similarly situated executives in the same geographic location in light of the
named executives’ responsibilities, performance, experience and tenure, in order to arrive at the total compensation
package for each of the named executive officers. In some cases, the compensation package that the Committee
awarded a named executive officer was at or below the median compensation received by executives per The Wall
Street Journal data, while in other instances the compensation was higher due to the executive’s responsibilities,
performance, experience and tenure.
Mr. Bartel did not participate in the determination of his compensation during 2007. The Committee did not
engage an outside consulting firm to provide advice on executive compensation.
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