Volodymyr Cherevko
About Volodymyr Cherevko
Volodymyr Cherevko (age 40) is an independent director of Travelzoo, serving on the Board since May 2022. He brings 19 years of operating experience across marketing, product development, strategy and business transformation at Fortune 500 consumer brands, with an Executive MBA from HEC Paris, an executive certificate from INSEAD, and a BA from Bethany Lutheran College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Haier Europe | Chief Transformation Officer | Aug 2021 – Feb 2024 | Led transformation initiatives (Europe), leveraging prior BU leadership experience |
| Haier Europe (Paris) | GM & Managing Director, Washing Business Unit | Nov 2017 – Aug 2021 | P&L leadership for major business unit |
| Whirlpool EMEA (Italy) | Product Marketing Director, Refrigeration | Oct 2015 – Oct 2017 | Portfolio and product marketing for refrigeration |
| Whirlpool EMEA | Marketing Director & Dept Head (Brands, Digital, e-Commerce & Insights) | Jan 2014 – Oct 2015 | Drove brand, digital, e-commerce and insights strategies |
| Procter & Gamble; PepsiCo | Various marketing roles | Earlier career (Kyiv, Moscow) | CPG brand-building foundation |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Alteva Enterprises | President | Feb 2024 – Present | Operating role concurrent with TZOO directorship |
Board Governance
- Independence and tenure: The Board determined Cherevko is independent under NASDAQ rules; he has served since May 2022 .
- Committee leadership and membership (2024): Chairs both the Compensation Committee and the Nominating & Corporate Governance Committee; member of the Audit Committee. Each director attended at least 75% of Board and applicable committee meetings in 2024 .
- Meeting cadence (FY2024): Board (4), Audit (7), Compensation (8), Nominating & Corporate Governance (2) .
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Compensation | Chair | 8 |
| Nominating & Corporate Governance | Chair | 2 |
| Audit | Member | 7 |
Additional context:
- Audit Committee is composed solely of independent directors; Karg is designated financial expert. Cherevko serves as a member alongside Liu and Karg (Chair) .
- Board Chair: Christina Sindoni Ciocca (employee director); CEO: Holger Bartel (non-independent) .
Fixed Compensation
- Director fee structure (effective April 1, 2024, +4% inflationary adjustment): annual Board retainer $55,120; Audit Chair retainer $33,072; per-meeting fees—Board $3,087, Audit $3,087, Compensation $1,852; special committee fees as disclosed. Employees do not receive Board fees .
- 2024 director cash compensation (actual): Cherevko earned $102,814; no stock awards were granted to him in 2024 .
| Component | Amount |
|---|---|
| Annual Board retainer | $55,120 (schedule) |
| Per-meeting fees (Board/Audit/Comp) | $3,087 / $3,087 / $1,852 (schedule) |
| 2024 Cash fees (actual) | $102,814 |
| 2024 Stock/Option awards | None |
Performance Compensation
- Equity/Performance awards: No director stock or option awards were granted to Cherevko in 2024; the program permits ad hoc equity grants at Compensation Committee discretion, but none were disclosed for him for the period .
- Performance metrics: Not applicable for non-employee directors; no performance-based director compensation metrics were disclosed for Cherevko .
| Item | 2024 Detail |
|---|---|
| Equity awards (RSUs/PSUs/Options) | None disclosed |
| Performance metrics tied to director pay | Not disclosed/Not applicable |
| Clawback applicability (context) | Company clawback policy applies to performance-based pay for senior executives (context for governance) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships disclosed for Cherevko in the proxy . |
- Interlocks/conflicts: The proxy highlights potential WPP/GroupM relationships relating to director Michael Karg; no such conflicts are disclosed for Cherevko. Family relationships exist between Holger and Ralph Bartel; none involve Cherevko .
Expertise & Qualifications
- Functional expertise: Marketing, product development, strategy, and business transformation; 19 years with P&G, PepsiCo, Whirlpool, Haier .
- Education: Executive MBA (HEC Paris); executive certificate (INSEAD); BA in business administration (Bethany Lutheran College) .
- Board skills relevance: Consumer brand growth, digital commerce, transformation—relevant to Travelzoo’s shift toward a paid membership model emphasized in 2024 compensation program design .
Equity Ownership
- Beneficial ownership: No beneficial ownership reported for Cherevko as of April 9, 2025. The security ownership table lists “—” for his holdings; percent of total likewise not reported for him .
- Ownership environment: Azzurro Capital Inc. (beneficial owner Ralph Bartel) holds ~38.2% of outstanding shares, indicating a highly influential shareholder environment .
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Volodymyr Cherevko | — | — |
| Shares outstanding (context) | 11,245,137 | — |
Insider trading filings
- Section 16(a) compliance: The company states all required Section 16(a) filings were timely in 2024; no specific Form 4 transactions for Cherevko are disclosed in the proxy .
Compensation Committee Analysis
- Committee composition and independence: Compensation Committee comprised of independent directors; chaired by Cherevko with Karg as member during 2024 .
- Use of independent consultant: The Committee engaged Compensia for benchmarking base salary, target bonus, LTI grant value, and total direct compensation; a 18-company peer set was constructed to reflect TZOO’s hybrid model across media, voucher sales, hotel platform, entertainment, and membership .
- Program design emphasis: Below-median total compensation targeting for executives given company size; 2024 objectives included new metrics tied to the transition to a paid membership model (member targets, operating margin, revenue) .
- Governance features: Company-wide clawback policy for senior executives (performance-based compensation) implemented Oct 10, 2022 .
Related Party Transactions & Conflicts
- Policy framework: Enhanced Related Party Transactions Policy adopted Sept 2024; Audit Committee pre-approval required; oversight and potential special committee processes outlined .
- Disclosed relationships: WPP/GroupM relationships assessed as immaterial and monitored—applicable to director Karg; no related-party exposure disclosed for Cherevko .
- Family relationships: Only Holger and Ralph Bartel are brothers; no familial relationships involving Cherevko .
Governance Assessment
Signals supporting board effectiveness:
- Independence and multi-committee leadership: Independent status with chair roles on both Compensation and Nominating & Corporate Governance; Audit Committee membership enhances cross-committee coordination .
- Adequate engagement: At least 75% attendance across Board/committees in 2024; active committee meeting cadence suggests material engagement (Compensation 8; Audit 7; Nominating 2) .
- Sound pay governance processes: Independent consultant (Compensia), explicit peer methodology, below-median targeting, and clawback policy strengthen pay-for-performance oversight under his committee leadership .
Risk indicators and potential red flags to monitor:
- Ownership alignment: No reported beneficial ownership by Cherevko as of April 9, 2025; absence of disclosed director stock ownership guidelines in the proxy. This may be viewed as weaker alignment relative to best practices where directors typically hold equity over time .
- Ownership concentration: Azzurro Capital Inc. controls ~38.2% of shares; while not a conflict tied to Cherevko, the governance environment features a dominant shareholder, which can influence board dynamics and decisions .
- Conflicts/related parties: No related-party transactions disclosed involving Cherevko; continue to monitor under the new related-party policy .
Overall: As an independent director with deep consumer and transformation experience, and as Chair of Compensation and Nominating, Cherevko plays a central role in board composition and pay governance. Key watch items are building personal equity alignment over time and continued rigorous application of the compensation framework as TZOO advances its membership strategy .