Sharry Sun
About Sharry Sun
Sharry Sun, 43, was elected as an independent director of Travelzoo at the June 4, 2025 Annual Meeting. She is currently Chief Executive Officer of Frette Greater China and DTC Business Asia (since August 2024) and previously held senior roles at Tapestry (VP Strategy, Insight & Analytics, Incubation and Innovation Investment in Asia, since August 2022) and Michelin (Chief Marketing Officer, Europe North, November 2020–December 2021). She served as Travelzoo’s Global Head of Brand (May 2018–May 2020), and holds a master’s degree in business development from Tongji University, a joint diploma from WHU – Otto Beisheim School of Management, and a bachelor’s in business administration from South China University of Technology. The Board has determined she meets NASDAQ independence standards; as a former employee, the three-year cooling-off period was satisfied.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frette Greater China & DTC Business Asia | Chief Executive Officer | Aug 2024–present | Leads Greater China and Asia DTC strategy; consumer branding expertise |
| Tapestry (Asia) | VP Strategy, Insight & Analytics; Incubation & Innovation Investment | Aug 2022–Aug 2024 | Strategy and investment oversight in Asia |
| Michelin (Europe North) | Chief Marketing Officer | Nov 2020–Dec 2021 | Regional marketing leadership and brand execution |
| Travelzoo | Global Head of Brand | May 2018–May 2020 | Brand leadership; prior employment relevant to independence assessment |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Frette | CEO, Greater China & DTC Business Asia | Aug 2024 | Private company role; no Travelzoo related-party transaction disclosed |
| Tapestry (TPR) | VP Strategy/Investment (Asia) | Aug 2022 | Employment role; not a directorship |
| Michelin | CMO, Europe North | Nov 2020 | Employment role; not a directorship |
| Other public company boards | — | — | None disclosed for Sun |
Board Governance
- Election and independence: Elected June 4, 2025; Board determined Sun meets NASDAQ independence rules, including the three-year cooling-off period post-May 2020 employment.
- Committee assignments: The proxy states independent directors will be appointed to committees (Audit, Compensation, Nominating & Corporate Governance) after election; Sun’s specific committee placements were not disclosed in the proxy.
- Board/committee activity (2024): Board met 4 times; Audit 7; Compensation 8; Nominating & Corporate Governance 2. Each Board member attended at least 75% of meetings of the Board and committees on which they served.
- Committee chairs (2024 context): Audit—Michael Karg (Chair); Compensation—Volodymyr Cherevko (Chair); Nominating & Corporate Governance—Volodymyr Cherevko (Chair).
Fixed Compensation
| Description | Fee Earned ($) |
|---|---|
| Annual retainer for each Board member | 55,120 |
| Annual retainer for Audit Committee Chair | 33,072 |
| Board meeting attendance fee | 3,087 |
| Audit Committee meeting attendance fee | 3,087 |
| Compensation Committee meeting attendance fee | 1,852 |
| Special Committee meetings (up to 5) | 5,512 |
| Special Committee meetings (up to 10) | 8,820 |
- Board fees increased 4% effective April 1, 2024; employees serving as directors (Ciocca, Bartel) did not receive director compensation.
Performance Compensation
| Element | Detail |
|---|---|
| Equity grants to directors | May be issued on an ad hoc basis at Compensation Committee’s discretion; no recurring equity program disclosed. |
| Performance-based metrics for director pay | Not disclosed for directors (no RSUs/PSUs, TSR, or KPI-based awards specified). |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company directorships | None disclosed for Sun. |
| Potential interlocks/relationships | Sun is a former Travelzoo employee (Global Head of Brand, May 2018–May 2020); Board assessed and confirmed independence after 3-years. No other related-party relationships disclosed. |
| Controlling shareholder context | Azzurro Capital Inc., controlled by Ralph Bartel via the Ralph Bartel 2005 Trust, held ~38.2% as of April 9, 2025; overall related-party transaction oversight detailed in policy. |
Expertise & Qualifications
- Areas of relevant experience: Business administration, investment management, strategy, consumer understanding, branding.
- Education: Master’s degree in business development (Tongji University); joint diploma in business administration/management (WHU – Otto Beisheim School of Management); bachelor’s in business administration (South China University of Technology).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Sharry Sun | — | — |
- No stock ownership guidelines for directors were disclosed; hedging/pledging policies were not specifically detailed for directors in the proxy (Code of Ethics and Insider Trading Policy referenced generally).
Insider Trades
| Form | Date Range Reviewed | Findings |
|---|---|---|
| Form 4 (Director transactions) | 2024–2025 | No Form 4 filings found for TZOO during the period searched. [ListDocuments: Form 4 search returned none] |
Governance Assessment
- Independence and conflicts: Sun’s prior employment at Travelzoo could raise independence questions; Board explicitly determined compliance with NASDAQ’s three-year rule and no conflict per Code of Ethics—positive signal.
- Ownership alignment: Sun reported no beneficial ownership as of April 9, 2025; near-zero personal stake may reduce perceived alignment unless equity is accumulated—monitor for future ownership changes.
- Committee influence: Specific 2025 committee assignments for Sun were not disclosed in the proxy; influence on oversight depends on eventual committee placement—watch for post-meeting Board actions.
- Board engagement: 2024 Board and committees were active (Board 4; Audit 7; Compensation 8; Nominating 2) with minimum 75% attendance across directors—framework for effective oversight exists.
- Related-party oversight: A strengthened Related Party Transactions Policy (Sept 2024) with Audit Committee review and potential Special Committee escalation—robust control environment lowers conflict risk.
- Shareholder support: Sun received 7,019,192 votes “For” vs 7,791 “Against” at the 2025 Annual Meeting; executive compensation (say-on-pay) also approved (6,604,362 For). High support implies investor confidence in Board composition and pay practices.
RED FLAGS to monitor:
- Minimal disclosed personal share ownership by Sun (—), reducing “skin-in-the-game” alignment absent future accumulation.
- Undisclosed committee assignment post-election—oversight impact unclear until finalized.
Positive signals:
- Clear independence determination despite prior employment; formal conflicts policy strengthened in 2024.
- Strong shareholder voting support for Sun and say-on-pay, indicating constructive investor sentiment.