Travelzoo 2010 Annual Report Download - page 14

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To the Company’s knowledge, based solely on a review of the copies of such forms furnished to the Company
or written representations from reporting persons, during fiscal 2010, all Section 16(a) filing requirements were
satisfied on a timely basis.
Code of Ethics
We have adopted a code of ethics that applies to our Chief Executive Officer and our Chief Financial Officer,
who also serves as our principal accounting officer. This code of ethics is posted on our website located at
corporate.travelzoo.com/governance. We intend to satisfy the disclosure requirement under Item 10 of Form 8-K
regarding an amendment to, or waiver from, a provision of this code of ethics by posting such information on our
website, at the address and location specified above. A copy of the code of ethics is also available in print to
stockholders and interested parties without charge upon written request delivered to our Corporate Secretary at
Travelzoo Inc., 590 Madison Avenue, 37th Floor, New York, NY 10022.
Executive Compensation
Compensation Discussion and Analysis
Overview of Compensation Program
The following Compensation Discussion and Analysis, or “CD&A,” describes our overall compensation
philosophy and the primary components of our compensation program. Furthermore, the CD&A explains the
process by which the Compensation Committee, or “Committee”, determined the 2010 compensation for our Chief
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
reviewing 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 Ms. Kelly M. Urso (Chair) and Mr. Holger Bartel. Ms. Urso satisfies the
independence requirements of the NASDAQ. The Compensation Committee does not have a charter.
Role of Management. During 2010, 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
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