Michael Karg
About Michael Karg
Michael Karg, Ph.D., age 53, is an independent director of Travelzoo and Chair of the Audit Committee; he has served on the current Board since May 2022 (and previously served on the Board from 2013 to 2017) . He is CEO for Europe at GroupM (a WPP company) since March 18, 2025, and formerly served as Global COO of Mindshare (WPP) from November 2021; earlier roles include Group CEO of Ebiquity plc and senior leadership at Razorfish and Digitas International . The Board has determined he is independent under NASDAQ rules and an “audit committee financial expert” under SEC regulations, with core credentials in digital media and global operations and a Ph.D. from the University of St. Gallen .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GroupM (WPP) | Chief Executive Officer for Europe | Since Mar 18, 2025 | Brings operating leadership and media-buying industry expertise to TZOO’s board and audit oversight . |
| Mindshare (WPP) | Global Chief Operating Officer | Nov 2021–Mar 2025 | Global operations and execution experience relevant to TZOO’s scaling and controls . |
| Ebiquity plc (LSE:AIM) | Group Chief Executive Officer | Jan 2016–Dec 2019 | Public-company leadership; media analytics domain expertise . |
| Razorfish | CEO International | May 2013–Dec 2015 | Digital transformation leadership across markets . |
| Razorfish & Digitas International | COO; President EMEA | Sep 2010–May 2013 (COO); Sep 2011–May 2013 (President EMEA) | Pan-EMEA P&L and operational governance . |
| Travelzoo | Director (prior term) | 2013–2017 | Prior board familiarity with TZOO . |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| GroupM (WPP Group) | CEO Europe | Private division of public parent (WPP plc) | Current employer; focus on continental Europe (excluding UK) . |
| Mindshare (WPP Group) | Global COO (former) | Private division of public parent (WPP plc) | Prior employer through Mar 2025 . |
| Ebiquity plc | Group CEO (former) | Public (AIM) | Former executive role; no current Ebiquity directorship disclosed in TZOO proxy . |
No current public company directorships for Mr. Karg are disclosed in Travelzoo’s 2025 proxy beyond Travelzoo .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Karg meets NASDAQ independence standards; WPP relationships deemed immaterial and monitored; no conflict under Code of Ethics . |
| Committee assignments (2024) | Audit (Chair); Compensation (Member); Nominating & Corporate Governance (Member) . |
| Audit Committee financial expert | Board determined Karg qualifies as an “audit committee financial expert” per SEC regulations . |
| 2024 Meetings held | Board: 4; Audit: 7; Compensation: 8; Nominating & Corporate Governance: 2 . |
| Attendance | Each Board member attended at least 75% of Board/committee meetings on which they served in 2024 . |
| Audit Committee members (report signatories) | Michael Karg (Chair), Carrie Liqun Liu, Volodymyr Cherevko . |
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Fees earned or paid in cash (Karg) | $135,568 |
| Stock awards (Karg) | $0 (none) |
| Total (Karg) | $135,568 |
Director fee schedule (effective Apr 1, 2024; 4% inflationary increase):
- Annual board retainer: $55,120
- Audit Committee Chair retainer: $33,072
- Meeting fees: Board $3,087; Audit $3,087; Compensation $1,852; Special Committee block fees: up to 5 mtgs $5,512; up to 10 mtgs $8,820
Employees do not receive director compensation; applies to employee directors only (not Karg) .
Performance Compensation
| Element | 2024 Status | Notes |
|---|---|---|
| Equity awards (RSUs/PSUs) to directors | None disclosed | Director table shows no stock awards for 2024; Karg received none . |
| Option awards to directors | None disclosed for 2024 | Directors may receive ad hoc option grants at Committee discretion; none shown for Karg in 2024 . |
| Performance metrics tied to director comp | Not applicable | Director pay structured as retainers and meeting fees; no performance metric framework disclosed for directors . |
Other Directorships & Interlocks
| Entity | Relationship to Karg/TZOO | Materiality/Controls | Board Conclusion |
|---|---|---|---|
| WPP Group (incl. GroupM, Mindshare) | Karg current CEO Europe (GroupM); certain WPP affiliates have represented TZOO clients and purchased media from TZOO (primarily U.S.) | Amounts over past 3 years not material; monitored going forward; Karg’s remit excludes UK; no WPP-led purchases on behalf of clients in continental Europe to date . | Board determined no conflict of interest; independence maintained under NASDAQ and Company Code of Ethics . |
Expertise & Qualifications
- Audit and financial oversight: Determined “audit committee financial expert” by the Board, strengthening financial reporting and auditor oversight .
- Digital media and global operations: Noted areas of relevant experience for Karg in the proxy .
- Education: Ph.D. in management and master’s equivalent in finance/accounting from University of St. Gallen .
Equity Ownership
| Item | Status |
|---|---|
| Total beneficial ownership (TZOO) | No beneficial ownership reported for Michael Karg as of Apr 9, 2025 . |
| Ownership as % of outstanding | Not reported (no beneficial ownership listed) . |
| Vested/unvested equity | Not applicable; no TZOO equity disclosed for Karg . |
| Pledged shares | None disclosed for Karg . |
Governance Assessment
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Strengths
- Audit Committee Chair and designated financial expert enhances rigor over financial reporting, auditor independence, and internal control oversight .
- Independence affirmed despite employer relationships; Board documented immateriality, geographic scope limits, and ongoing monitoring—reducing conflict risk .
- Attendance: at least 75% for all directors and committees in 2024, indicating baseline engagement; Audit met 7 times, suggesting active oversight cadence .
-
Watch items / potential investor confidence signals
- Alignment: Karg held no TZOO equity and received no equity awards in 2024; director pay is cash-heavy (retainers/meeting fees), which may limit ownership alignment unless future equity is granted .
- Related-party exposure: WPP affiliates transact with TZOO (clients/media buys); while immaterial and monitored, continued transparency in Audit Committee reports and annual independence refreshers remain important .
- Concentrated ownership context: Azzurro Capital (beneficial owner Ralph Bartel) holds ~38.2% of outstanding shares; though not specific to Karg, this ownership concentration shapes governance dynamics and minority shareholder protections that the Audit Chair should consider .
Overall, Karg’s audit expertise and global media-operations background bolster Board effectiveness; independence controls around WPP relationships and improved ownership alignment (if pursued) are the key areas for ongoing monitoring .