Travelzoo 2002 Annual Report Download - page 5

ELECTION OF DIRECTORS (PROXY ITEM NO. 1)
Under Travelzoo's certiÑcate of incorporation, the number of directors of Travelzoo is Ñxed, and may be
increased or decreased from time to time, by resolution of the Board of Directors. Each director holds oÇce
for a term of one year, until the annual meeting of stockholders next succeeding the director's election and
until a successor is elected and qualiÑed or until the earlier resignation or removal of the director. Each
nominee is currently a director of Travelzoo.
The ages, principal occupations, directorships held and other information as of April 15, 2003, with
respect to our nominees are shown below. Carol J. S. Roth, a member of the Board of Directors since 1999,
resigned as a director eÅective September 20, 2002 because of other commitments. Suzanne Kavert, whose
term will expire at the Annual Meeting, elected not to stand for reelection. Accordingly, as permitted by the
bylaws, the Board of Directors will reduce the size of the Board of Directors from seven to Ñve members,
eÅective June 4, 2003.
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.
Nominees for a One-Year Term That Will Expire in 2004:
Ralph Bartel, 37, founded Travelzoo in May 1998 and has served as our Chairman of the Board of
Directors, President and Chief Executive OÇcer since inception. Prior to his founding of Travelzoo, from 1996
to 1997, Mr. Bartel served as Managing Assistant at Gruner ° Jahr AG, the magazine division of Bertelsmann
AG. Mr. Bartel holds a Ph.D. in Communications from the University of Mainz, Germany, an MBA in
Finance and Accounting from University of St. Gallen, Switzerland, and a master's degree in Journalism from
University of Eichstaett, Germany.
David J. Ehrlich, 40, has served as a director since February 1999. Since February 2003, Mr. Ehrlich has
been Vice President of Corporate Development for NetIQ Corporation. From 1998 to 2002, Mr. Ehrlich held
the position of Vice President, Product Management and Strategic Partnering for Visual Networks, Inc.
Mr. Ehrlich holds a bachelor's degree in Sociology and a master's degree in Industrial Engineering from
Stanford University and an MBA from Harvard Business School.
Suzanna Mak, 34, has served as a director since February 1999. Since March 2000, she has been
employed as a Deputy District Attorney for Yolo County. From 1998 to 1999, Ms. Mak served as a Judicial
OÇcer at Stanford University. Ms. Mak received her bachelor's degree from Stanford University and her Juris
Doctor degree from Santa Clara University.
Donovan Neale-May, 50, 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, 37, has served as a director since February 1999. Since September 2001, Ms. Urso has
been 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.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE ""FOR'' THESE NOMINEES.
Board Meetings and Committees
The Board of Directors has appointed an Audit Committee and a Compensation Committee. In April
2003, the Board of Directors also appointed a Disclosure Committee. Below is a table indicating the
membership of each of the Audit Committee and Compensation Committee and how many times the Board
of Directors and each such committee met in Ñscal year 2002. Each of Mr. Bartel, Mr. Ehrlich, Ms. Mak,
Mr. Neale-May and Ms. Urso attended at least 75 percent of the total number of meetings of the Board of
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