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Stock-Based Compensation and Stock Options | 3 Months Ended
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Mar. 31, 2025
Share-Based Payment Arrangement [Abstract] |
Stock-Based Compensation and Stock Options | Stock-Based Compensation and Stock Options The Company accounts for its employee stock options under the fair value method, which requires stock-based compensation to be estimated using the fair value on the date of grant, employing an option-pricing model. The value of the portion of awards expected to vest is recognized on a straight-line basis as expense over the related employees’ requisite service periods in the Company’s consolidated statements of operations. On January 1, 2021, pursuant t o an executed Option Agreement, the shareholders of the Company approved the grant of stock options to purchase 50,000 shares of common stock to one employee, with an exercise price of $9.44, with annual vesting starting January 1, 2022 and ending on January 1, 2025. The options expire in January 2026. In 2024, 37,500 options were exercised and 3,358 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which was approved by Travelzoo’s Board of Directors. As of March 31, 2025, 12,500 options were vested and outstanding. Total stock-based compensation related to this option grant of $0 and $36,000 was recorded in general and administrative expenses for the three months ended March 31, 2025 and 2024, respectively. Stock-based compensation related to this grant was fully expensed in 2024. On March 3, 2022, pursuant to an executed Option Agreement, the Company granted its Global Chief Executive Officer, Holger Bartel, options to purchase 600,000 shares of common stock of the Company, with an exercise price of $8.14 and vesting 25% every six months over two years beginning on June 30, 2022 and ending on December 31, 2023. The options expire in March 2027. This grant was approved at the 2022 Annual Meeting of the shareholders. In 2024, 200,000 options were exercised and 53,753 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which was approved by Travelzoo’s Board of Directors. As of March 31, 2025, 400,000 options were vested and outstanding. S tock-based compensation related to this grant was fully expensed in 2023. On June 1, 2022, the Company granted an employee options to purchase 100,000 shares of common stock with an exercise price of $6.78 and quarterly vesting beginning on September 30, 2022 and ending on June 30, 2025 with vesting based on both a time-based service condition and performance conditions. However, if the performance targets are not met as of the first date on which the time condition is met, the time condition may be extended by one quarter up to three times. The options expire in June 2027. Total stock-based compensation related to this option grant of $30,000 and $0 was recorded in sales and marketing expenses for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, 41,667 options were outstanding and 25,000 of these options were vested. As of March 31, 2025, there was approximately $60,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over 0.5 years. On March 8, 2023, the Company granted its General Counsel and Head of Global Functions, Christina Sindoni Ciocca, options to purchase 200,000 shares of common stock of the Company, with an exercise price of $4.96 and vesting 12.5% every six months over four years beginning on June 30, 2023 and ending on December 31, 2026. This grant was approved at the Annual Meeting of Stockholders held in June 2023. The options expire in March 2028. In 2024, 75,000 options were exercised and 19,584 shares of common stock were issued as the result of the cashless exercises or net settlement with respect to the option exercise price which was approved by Travelzoo’s Board of Directors. As of March 31, 2025, 125,000 options were outstanding and 25,000 of these options were vested. Total stock-based compensation related to this option grant of $35,000 was recorded in general and administrative expenses for each the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, there was approximately $243,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over 1.8 years. On March 28, 2024, pursuant to an executed Option Agreement, the Company granted its Chief Executive Officer, Holger Bartel, options to purchase 600,000 shares of common stock of the Company, with an exercise price of $8.58 and vesting 25% every six months over two years beginning on June 30, 2024 and ending on December 31, 2025. The options expire in March 2029. This grant was approved at the 2024 Annual Meeting of the shareholders. As of March 31, 2025, 600,000 options were outstanding and 300,000 of these options were vested. Total stock-based compensation related to this option grant of $305,000 and $0 was recorded in general and administrative expenses for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, there was approximately $914,000 of unrecognized stock-based compensation expense relating to these options. This amount is expected to be recognized over 0.8 years.

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