Holger Bartel
About Holger Bartel
Holger Bartel, Ph.D., age 58, is Travelzoo’s Global Chief Executive Officer (since Jan 2016) and Head of Strategy (since Oct 2023), and has served on Travelzoo’s Board since June 2023; he previously was Chairman (Jul 2010–May 2017), Executive Chairman (Sep–Dec 2015), CEO (Oct 2008–Jun 2010), Head of Strategy (Oct 2011–Oct 2013), and EVP (Sep 1999–Nov 2007). He holds a Ph.D. in economics and an MBA in finance and accounting from the University of St. Gallen; prior roles include Engagement Manager at McKinsey (1995–1998) and research fellow at Harvard Business School (1992–1994). He is the brother of Travelzoo founder Ralph Bartel and is not NASDAQ-independent due to his employee status . Pay-versus-performance disclosed outcomes show Compensation Actually Paid (CAP) to the PEO of $1.565M (2022), $1.282M (2023), and $7.014M (2024), alongside cumulative TSR moving $100→$47.14 (2022), $100.95 (2023), $211.78 (2024) and Net Income of $6.634M (2022), $12.366M (2023), $13.564M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Travelzoo | EVP | 1999–2007 | Early executive leadership across growth phases |
| Travelzoo | CEO | Oct 2008–Jun 2010 | Led operations and strategy in post-launch scaling |
| Travelzoo | Head of Strategy | Oct 2011–Oct 2013 | Strategy oversight during business model evolution |
| Travelzoo | Executive Chairman | Sep–Dec 2015 | Transitional governance leadership |
| Travelzoo | Chairman | Jul 2010–May 2017 | Board leadership through multi-year transformation |
| Travelzoo | Global CEO | Jan 2016–present | CEO through pivot to membership, margin focus |
| Travelzoo | Head of Strategy | Oct 2023–present | Strategy leadership concurrent with CEO role |
| Travelzoo Board | Director | Jun 2023–present | Director; not independent under NASDAQ rules |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McKinsey & Company | Engagement Manager | 1995–1998 | Management consulting experience in strategy and growth |
| Harvard Business School | Research Fellow | 1992–1994 | Academic research credentials supporting analytical rigor |
Fixed Compensation
Multi-year CEO compensation:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $450,000 | $461,250 | $476,250 (annualized increased to $480,000 from Apr 1, 2024) |
| Bonus ($) | $100,000 | $100,000 | $100,000 |
| Option Awards ($) | $1,730,400 | — | $2,437,800 |
| Total ($) | $2,280,400 | $561,250 | $3,014,050 |
Director compensation framework (employees do not receive director fees):
| Description | Fee Earned ($) |
|---|---|
| Annual retainer (Board member) | $55,120 |
| Audit Committee Chair retainer | $33,072 |
| Attendance fee per Board meeting | $3,087 |
| Attendance per Audit Committee meeting | $3,087 |
| Attendance per Compensation Committee meeting | $1,852 |
| Special Committee fee (up to 5 meetings) | $5,512 |
| Special Committee fee (up to 10 meetings) | $8,820 |
| Employee directors paid for Board service? | No (Bartel, Ciocca) |
Performance Compensation
Annual bonus plan design and result (2024):
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| North America & Europe member target | Not disclosed | Not disclosed | Achieved | $100,000 (total bonus earned) | N/A (cash) |
| Operating margin target | Not disclosed | Not disclosed | Achieved | See above | N/A |
| Revenue target | Not disclosed | Not disclosed | Not achieved (implied) | See above | N/A |
Estimated possible payouts (2024 bonus opportunities):
| Name | Threshold ($) | Target ($) | Maximum ($) |
|---|---|---|---|
| Holger Bartel | $150,000 | $150,000 | $150,000 |
Pay versus performance linkage (PEO CAP, TSR, Net Income):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Compensation Actually Paid to PEO ($) | $1,565,200 | $1,282,190 | $7,013,715 |
| Value of $100 Investment (TSR) | $47.14 | $100.95 | $211.78 |
| Net Income ($) | $6,634,000 | $12,366,000 | $13,564,000 |
Compensation philosophy: below-median total package vs customized peer group; equity via time-vested options favored over RSUs/PSUs given company size, impact of executive decisions, and business model uniqueness .
Equity Ownership & Alignment
Beneficial ownership and option status:
| As-of Date | Beneficial Ownership (#) | Percent of Outstanding | Shares (Common) | Options exercisable within 60 days |
|---|---|---|---|---|
| Apr 14, 2023 | 1,116,000 | 8% | 516,000 | 600,000 |
| Apr 9, 2025 | 900,000 | 7.4% | Not disclosed | 900,000 |
Outstanding equity awards (as of Dec 31, 2024):
| Award (Grant Year) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Options (2022 grant) | 400,000 | 0 | 8.14 | Mar 3, 2027 |
| Options (2024 grant) | 300,000 | 300,000 | 8.58 | Mar 29, 2029 |
Vesting schedules:
| Grant | Vesting Dates | Percent per Tranche |
|---|---|---|
| 600,000 options (2022) | Jun 30, 2022; Dec 31, 2022; Jun 30, 2023; Dec 31, 2023 | 25% each tranche |
| 600,000 options (2024) | Jun 30, 2024; Dec 31, 2024; Jun 30, 2025; Dec 31, 2025 | 25% each tranche |
Insider exercises:
- Dec 2024: Exercised 200,000 options from the 2022 grant via cashless exercise; 400,000 remain unexercised from 2022 grant .
- No exercises from the 2024 grant as of YE 2024; 300,000 vested and 300,000 unvested .
Ownership guidelines, pledging/hedging:
- No disclosure of stock ownership guidelines, compliance status, pledging, or hedging by Holger Bartel in proxies reviewed [Search returned none].
Employment Terms
| Term | Detail |
|---|---|
| Agreement date | Employment agreement dated Sep 28, 2015 |
| Termination by company | Company may terminate with or without cause upon written notice |
| Severance cash multiples | Not disclosed in proxy |
| Equity acceleration | If terminated without cause, remaining stock options immediately vest in full on termination date (single-trigger acceleration) |
| IP/work product | Company owns discoveries and work product; assignment required |
| Secondment | Temporary secondment to Travelzoo (Europe) Limited as Head of Strategy starting Oct 1, 2023; time split 30/70 (US/UK); compensation unchanged |
| Clawback | Company clawback policy effective Oct 10, 2022 applies to performance-based cash and all equity compensation for Senior Executives in case of fraud/willful misconduct causing material restatement; retrospective/prospective application; policy summarized and incorporated by reference |
Board Governance
| Attribute | Detail |
|---|---|
| Board seat | Director since Jun 2023; not independent (employee) |
| Board Chair | Chair of Board: Christina Sindoni Ciocca |
| Committee roles | None listed for Bartel; Audit Chair: Michael Karg; Compensation Chair: Volodymyr Cherevko; Nominating & Corporate Governance Chair: Volodymyr Cherevko |
| Meetings held (2024) | Board: 4; Audit: 7; Compensation: 8; Nominating & Governance: 2 |
| Attendance | Each Board member attended at least 75% of meetings of the Board and committees served during 2024 |
| Independence | Bartel not independent under NASDAQ rules |
| Related party alignment | Azzurro Capital Inc. (beneficial owner Ralph Bartel) held ~38.2% as of Apr 9, 2025; family relationship (Holger and Ralph are brothers) acknowledged with related party review processes |
COMPENSATION & INCENTIVES ANALYSIS
- Mix and targeting: The Compensation Committee targets below-median total compensation (cash + equity) vs a customized peer group reflecting Travelzoo’s varied business model; equity is predominately time-vested options rather than performance shares or RSUs .
- Bonus metrics: CEO annual bonus (max $150k) tied to member growth, operating margin, and revenue; paid $100k for two of three goals achieved (member target and operating margin) for 2024 .
- Equity cadence: Large time-vested option grants in 2022 (600k @ $8.14, 2027 expiry) and 2024 (600k @ $8.58, 2029 expiry), each vesting semi-annually over two years; 2024 grant required and received shareholder approval .
- Alignment and pressure: As of YE 2024, 700k options were exercisable (400k from 2022, 300k from 2024), with 300k unexercised/unvested remaining from 2024; Bartel exercised 200k in Dec 2024 via cashless method. Near-term exercisability (900k options within 60 days as of Apr 9, 2025) could create selling pressure signals if monetized .
RELATED PARTY TRANSACTIONS
- Family relationship and control: Ralph Bartel (founder) is the sole beneficiary of the Ralph Bartel 2005 Trust, controlling Azzurro Capital Inc., the largest shareholder (holding ~38.2% as of Apr 9, 2025). Audit Committee procedures govern related party transaction approvals and oversight .
COMPENSATION PEER GROUP & SAY-ON-PAY
- Peer group methodology: Independent consultant Compensia builds a cross-industry peer group (Interactive Media & Services plus adjacent industries) to benchmark the Company’s below-median pay strategy, updated annually; Committee weighs Compensia’s data over ISS’s narrower industry-based peers due to Travelzoo’s diversified model .
- Say-on-Pay: Advisory votes on executive compensation recommended “FOR” by the Board in 2024 and 2025; frequency of say-on-pay reaffirmed annually in 2023 .
Equity Ownership & Beneficial Holders (Context)
| Beneficial Owner | Shares | Percent |
|---|---|---|
| Ralph Bartel / Azzurro Capital Inc. | 4,297,696 (via Azzurro; Apr 9, 2025) | 35.3% |
| Holger Bartel | 900,000 (options exercisable within 60 days; Apr 9, 2025) | 7.4% |
Risk Indicators & Governance Watchpoints
- Option acceleration: Single-trigger acceleration on termination without cause increases sensitivity to termination scenarios; equity windfall risk .
- Concentrated ownership: Large insider stake via Azzurro Capital (Ralph Bartel) coupled with family ties merits ongoing related-party oversight; Board and Audit Committee policy in place .
- Clawback policy: Robust clawback policy for senior executives covering cash and equity compensation linked to material restatements due to fraud/willful misconduct .
- Section 16(a) compliance: Company reports timely Section 16 compliance in 2024 .
Investment Implications
- Alignment: A significant portion of CEO pay is at-risk via large, time-vested options; CAP surged in 2024 with stock performance, aligning pay and TSR (CAP $7.0M; TSR ~$212 on $100 baseline) .
- Execution focus: Bonuses tied to member growth and operating margin indicate operational discipline; equity remains time-based rather than performance-conditioned, reducing explicit pay-for-performance sensitivity in long-term incentives .
- Trading signals: With 900k options exercisable within 60 days as of Apr 9, 2025 and recent cashless exercise of 200k in Dec 2024, monitor Form 4 filings for selling cadence and potential supply overhang near expirations (2027, 2029) .
- Governance: Non-independence, family relationship with the controlling shareholder, and option acceleration terms warrant close oversight; however, formal related-party policies and clawback mitigate certain risks .