Travelzoo 2005 Annual Report Download - page 7

Kelly M. Urso has served as a director since 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 Ñscal year 2005. Each of Mr. Ralph Bartel, Mr. Holger Bartel, Mr. Ehrlich, 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. Mr. Neale-May attended 50 percent of the total number of meetings of
the Board of Directors and of the committees on which he serves.
Board Audit Compensation Disclosure
Mr. Ralph Bartel ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Chair Chair
Mr. Holger Bartel ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Member
Mr. Ehrlich ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Member Chair
Mr. Neale-May ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Member Member Member
Ms. Urso ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Member Member Member Chair
Number of 2005 Meetings ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ 4 4 2 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 2005 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, a copy of which is attached as Appendix A. 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 11.
Disclosure Committee
The Disclosure Committee's primary responsibilities are (i) to design, establish and evaluate controls and
other procedures that are designed to ensure the accuracy and timely disclosure of information to the SEC and
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