Christina Sindoni Ciocca
About Christina Sindoni Ciocca
Christina Sindoni Ciocca (age 37) is Chair of the Board (since December 2022), General Counsel and Head of Global Functions (since April 1, 2022), and CEO of Jack’s Flight Club (since September 2022). She has served on Travelzoo’s Board since May 2019 and previously worked as an M&A attorney at Sidley Austin LLP (2014–2018). She holds a J.D. from Notre Dame Law School and a B.S. in Economics from The Wharton School (marketing; operations & information management), with prior digital marketing experience at American Express . Company performance under the current leadership includes revenues of $70.6M (2022), $84.5M (2023), and $83.9M (2024); EBITDA improved from $9.9M (2022) to $19.3M (2024), and cumulative TSR rose to $211.78 (value of $100 invested as of 12/31/2021) in 2024 ; Revenues: FY2022 $70.6M , FY2023 $84.5M , FY2024 $83.9M ; EBITDA: FY2022 $9.945M*, FY2023 $17.426M*, FY2024 $19.251M* (Values retrieved from S&P Global).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Travelzoo | Counsel | Apr 2018–Jun 2019 | Supported corporate governance and transactions; foundational legal role |
| Travelzoo | General Counsel | Jun 2019–present | Led legal function; oversight of compliance, insider policy, related-party procedures |
| Travelzoo | Head of Global Functions | Apr 1, 2022–present | Broadened scope to HR/ops/administration; key role in membership model transition |
| Travelzoo | Chair of the Board | Dec 2022–present | Board leadership; agenda-setting; director nominations |
| Jack’s Flight Club (Travelzoo) | Chief Executive Officer | Sep 2022–present | Business leadership of subscription product, integrating into TZOO ecosystem |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sidley Austin LLP | Attorney, M&A (Chicago & New York) | Sep 2014–Mar 2018 | Complex transactions; deal execution experience |
| American Express | Digital marketing | Not disclosed | Marketing capability; customer acquisition expertise |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 358,250 | 427,750 (annualized increased to $450,000 effective Apr 1, 2024; $427,750 reflects one quarter at prior salary) |
| Bonus ($) | — | — |
| Option Awards ($ grant-date FV) | 556,000 (200,000 options granted Mar 2023) | — |
| All Other Compensation ($) | 1,500 | 1,500 |
| Total ($) | 915,750 | 429,250 |
Notes:
- 2024 salary increased to $450,000 effective April 1, 2024, reflecting expanded scope; the table shows reported salary expense for the year .
- Employees do not receive Board member fees; thus Ciocca received no director compensation in 2024 .
Performance Compensation
- No annual performance bonus opportunity was granted to Ciocca for 2024; incentive bonuses applied to other named executives (CEO, CAO) with targets in members, operating margin, and revenue for the CEO .
- Equity awards for Ciocca are time-vested stock options (no PSUs/RSUs, no explicit performance metric linkage) .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable for Ciocca (2024) | — | — | — | — | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 58,623 shares (33,623 common; 25,000 options exercisable within 60 days of Apr 9, 2025), 0.5% of outstanding |
| Shares Outstanding Basis | 11,245,137 shares as of Apr 9, 2025 |
| Vested vs Unvested (end of 2024) | 100,000 options vested; 100,000 unvested (from the 200,000 grant) |
| Options Exercised | 75,000 options exercised via cashless exercise in Aug 2024; 25,000 vested remained unexercised |
| Option Grant Details | 200,000 options granted Mar 2023; exercise price $4.96; vesting 12.5% semi-annually from Jun 30, 2023 to Dec 31, 2026; expiration Mar 8, 2028 |
| Pledging/Hedging | No pledging or hedging disclosure specific to Ciocca; Insider Trading Policy referenced, but pledging restrictions not explicitly detailed in proxy |
| Stock Ownership Guidelines | Not disclosed for executives/directors in the proxy |
Vesting runway and potential selling pressure:
| Vesting Date | Shares Vesting |
|---|---|
| Jun 30, 2025 | 25,000 (12.5% of grant) |
| Dec 31, 2025 | 25,000 |
| Jun 30, 2026 | 25,000 |
| Dec 31, 2026 | 25,000 |
- Cashless exercise in Aug 2024 indicates willingness to monetize vested options; additional semi-annual vesting may create incremental selling pressure depending on insider trading windows and personal liquidity needs .
Employment Terms
- Employment Agreement (Apr 2, 2018): at-will; either party may terminate with two weeks’ notice .
- IP/Work Product: assignment of discoveries/work product to the Company .
- Non-solicit: one year post-employment covering customers and employees .
- Severance/Change-in-Control: no severance or change-in-control multiples disclosed for Ciocca; no accelerated vesting terms specified for Ciocca (CEO has acceleration without-cause; not applicable to Ciocca per proxy disclosure) .
- Clawback Policy: performance-based compensation (cash incentive and all equity forms) subject to clawback in cases of fraud or willful misconduct causing material restatements; effective Oct 10, 2022; applies to Senior Executives including Ciocca .
Board Governance
- Board Service History: Director since May 2019; Chair of the Board since December 2022 .
- Independence: Not independent (employee of the Company) under NASDAQ rules .
- Committee Roles: As Chair, not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees; Audit Chair: Michael Karg; Compensation & Nominating Chair: Volodymyr Cherevko .
- Meetings & Attendance: Board met 4 times in 2024; Audit 7; Compensation 8; Nominating 2; all directors attended at least 75% of meetings of Board/committees on which they served .
- Director Compensation: Employees receive no Board fees; external director fees include $55,120 annual retainer, $33,072 Audit Chair retainer, and meeting fees (Board/Audit $3,087; Compensation $1,852; Special Committee tiers) .
- Dual-role implications: Combining Chair with executive roles (GC/Head of Global Functions and JFC CEO) concentrates governance and management influence; explicit non-independence acknowledged, with independent directors chairing key committees to mitigate oversight concerns .
Compensation Structure Analysis
- Mix: Cash compensation increased materially in 2024 (base raised to $450,000 effective April 1, 2024) reflecting role expansion; no bonus and no new equity grants in 2024; 2023 equity grant remains time-vested options .
- Equity Type: Stock options favored over RSUs/PSUs due to company size/structure and desire to align long-term performance; awards are time-based rather than performance-conditioned, lowering explicit pay-for-performance linkage for Ciocca .
- Peer Benchmarking: Independent consultant (Compensia) used; customized 18-company peer group spanning multiple adjacent industries; company targets overall executive pay below median given smaller size .
- Governance Protections: Clawback policy for Senior Executives; no tax gross-ups or perquisites beyond standard expense reimbursement and 401(k) match disclosed .
Related Party Transactions and Risk Indicators
- Related party transactions are overseen by the Audit Committee under a formal policy adopted in Sept 2024; largest shareholder Azzurro Capital Inc. (beneficially owned by founder Ralph Bartel) holds ~38.2% .
- Legal Proceedings: No adverse legal proceedings involving directors/executive officers reported in the last 10 years .
- Section 16 Compliance: All filings timely for 2024 .
- Red Flags: No disclosure of pledging, hedging, tax gross-ups, or option repricing for Ciocca; dual role as Chair + executive raises independence considerations, partially mitigated by independent committee leadership .
Equity Ownership — Detail
| Holder | Shares | % of Outstanding |
|---|---|---|
| Christina Sindoni Ciocca | 58,623 total beneficial (33,623 common; 25,000 options exercisable within 60 days of Apr 9, 2025) | 0.5% |
Company Performance Snapshot (context for incentive alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 70,599,000 | 84,477,000 | 83,902,000 |
| EBITDA ($) | 9,945,000* | 17,426,000* | 19,251,000* |
*Values retrieved from S&P Global.
Pay vs Performance (Company reported):
- Compensation Actually Paid, cumulative TSR, and Net Income disclosed in proxy; cumulative TSR reached $211.78 in 2024; Net Income was $13,564,000 in 2024 .
Employment Contracts, Severance & Change-of-Control Economics
| Executive | Term | Severance Multiple | CIC Trigger | CIC Multiple | Acceleration |
|---|---|---|---|---|---|
| Christina S. Ciocca | At-will; 2 weeks’ notice either party | Not disclosed | Not disclosed | Not disclosed | Not disclosed for Ciocca |
Director Compensation (2024 Schedule; employees excluded)
| Description | Fee ($) |
|---|---|
| Annual retainer (each Board member) | 55,120 |
| Annual retainer (Audit Chair) | 33,072 |
| Board meeting fee | 3,087 |
| Audit Committee meeting fee | 3,087 |
| Compensation Committee meeting fee | 1,852 |
| Special Committee (up to 5 meetings) | 5,512 |
| Special Committee (up to 10 meetings) | 8,820 |
Compensation Committee Analysis
- Composition: Independent directors Volodymyr Cherevko and Michael Karg .
- Consultant: Compensia (independent) engaged to benchmark and design executive/director compensation .
- Methodology: Base salary merit/market adjustments; option grants favored; below-median total comp targeting; alignment with membership growth strategy in 2024 .
Say-on-Pay & Shareholder Feedback
- 2025 advisory vote on executive compensation proposed; board recommends FOR; specific historical approval percentages not disclosed in proxy .
Investment Implications
- Alignment: Ciocca’s pay is predominantly fixed salary plus time-vested options; absence of performance-conditioned equity reduces explicit pay-for-performance alignment for her role, though companywide metrics guide the CEO’s bonus plan .
- Selling Pressure: Semi-annual vesting through Dec 2026 (25k per event) combined with prior cashless exercise suggests potential for periodic sales; monitor Form 4s around trading windows .
- Governance: Dual role as Chair and senior executive limits independence; oversight mitigated by independent committee chairs and a formal related-party policy amid a concentrated shareholder base (Azzurro ~38.2%) .
- Retention Risk: At-will arrangement with minimal contractual protections (no severance/CIC economics disclosed) lowers company retention costs but could elevate turnover risk if external opportunities arise; however, equity vesting schedule provides retention incentives through 2026 .
- Strategy Execution: Her legal/operations leadership and JFC CEO role are central to the paid membership transition; investors should watch membership growth KPIs, margin expansion, and option exercises as signals of confidence or liquidity needs .