UNITED STATES

IDW MEDIA HOLDINGS, INC.
520 Broad Street
Newark, New Jersey 07102
323-433-6670

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PROXY STATEMENT

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GENERAL INFORMATION

Introduction

This Proxy Statement is furnished to advise the stockholders of CTMrecord of IDW Media Holdings, Inc., a Delaware corporation (the “Company” or “IDW”), as of the following corporate actions takenclose of business in New York, New York on February 15, 2023, in connection with the solicitation by written consentthe Company’s Board of Directors (the “Board of Directors”) of proxies for use in voting at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Stockholders Meeting”). The Annual Stockholders Meeting will be held on Thursday, March 30, 2023, at 12:00 p.m., Eastern Time, in the offices of the Company, 520 Broad Street, Newark, New Jersey 07102. The shares of the Company’s Class C Common Stock, par value $0.01 per share (“Class C Common Stock”), and Class B common stock, par value $0.01 per share (“Class B Common Stock”), present at the Annual Stockholders Meeting or represented by the proxies received by Internet or mail (properly marked, dated and executed) and not revoked, will be voted at the Annual Stockholders Meeting. This Proxy Statement is being mailed to the Company’s stockholders starting on or about March 6, 2023.

Solicitation and Voting Procedures

This solicitation of proxies is being made by the Company. The solicitation is being conducted by mail and by e-mail, and the Company will bear all attendant costs. These costs will include the expense of preparing and mailing proxy materials for the Annual Stockholders Meeting and any reimbursements paid to brokerage firms and others for their expenses incurred in forwarding the solicitation materials regarding the Annual Stockholders Meeting to the beneficial owners of shares of Class C Common Stock and Class B Common Stock. The Company may conduct further solicitations personally, by telephone or by facsimile through its officers, directors and employees, none of whom will receive additional compensation for assisting with the solicitation.

The close of business in New York, New York on February 15, 2023 has been fixed as the record date (the “Record Date”) for determining the holders of shares of Class C Common Stock and Class B Common Stock entitled to notice of, and to vote at, the Annual Stockholders Meeting. As of the Record Date, the Company had 14,127,791 shares outstanding and entitled to vote at the Annual Stockholders Meeting, consisting of 545,360 shares of Class C Common Stock and 13,582,431 shares of Class B Common Stock.

Stockholders are entitled to three votes for each share of Class C Common Stock held by them and one-tenth of one vote for each share of Class B Common Stock held by them. The holders of shares of Class C Common Stock and Class B Common Stock will vote as a single body on all matters presented to the stockholders. There are no dissenters’ rights of appraisal in connection with any proposal.

How do I Vote?

You can vote either in person at the Annual Stockholders Meeting or by proxy without attending the meeting.

Beneficial holders of shares of Class C Common Stock and Class B Common Stock as of the Record Date whose stock is held of record by another party should receive voting instructions from their bank, broker or other holder of record. If a stockholder’s shares are held through a nominee and the stockholder wants to vote at the meeting, such stockholder must obtain a proxy from the nominee record holder authorizing such stockholder to vote at the Annual Stockholders Meeting.

Stockholders of record should receive a paper copy of our proxy materials and may vote by following the instructions on the proxy card that is included with the proxy materials. As set forth on the proxy card, there are two convenient methods for holders of record to direct their vote by proxy without attending the Annual Stockholders Meeting: on the Internet or by mail. To vote by Internet, visit www.voteproxy.com. To vote by mail, mark, date and sign the enclosed proxy card and return it in the postage-paid envelope provided. Holders of record may also vote by attending the Annual Stockholders Meeting and voting by ballot.

All shares for which a proxy has been duly executed and delivered (by Internet or mail) and not properly revoked prior to the meeting will be voted at the Annual Stockholders Meeting. If a stockholder of record signs and returns a proxy card but does not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors. If any other matters are properly presented at the Annual Stockholders Meeting for consideration and if you have voted your shares by Internet or mail, the persons named as proxies will have the discretion to vote on those matters for you. On the date of filing this Proxy Statement with the Securities and Exchange Commission (the “SEC”), the Board of Directors did not know of any other matter to be raised at the Annual Stockholders Meeting.

How Can I Change My Vote?

A stockholder of record can revoke his, her or its proxy at any time before it is voted at the Annual Stockholders Meeting by delivering to the Company (to the attention of Brooke T. Feinstein, Corporate Secretary), 520 Broad Street, Newark, New Jersey 07102, a written notice of revocation or by executing a later-dated proxy by Internet or mail, or by attending the Annual Stockholders Meeting and voting in person.

If your shares are held in the name of a bank, broker, or other nominee, you must obtain a proxy executed in your favor from the holder of record (that is, your bank, broker, or nominee) to be able to vote at the Annual Stockholders Meeting.

Quorum and Vote Required

The presence at the Annual Stockholders Meeting of a majority stockholders:

If you are a beneficial owner whose shares are held of record by a broker, your broker has been a director of IDT Energy since June 2007 and a director ofdiscretionary voting authority under NYSE American Shale Oil Corporation since January 2008. Mr. Jonas is alsorules to vote your shares on the founder and has been President of Jonas Media Group (f/k/a Jonas Publishing) since its inception in 1979. Mr. Jonas was the Chairman of the Board of Directors of Net2Phone from October 2001 to October 2004, the Vice Chairman of the Board of Directors of Net2Phone from October 2004 to June 2006, and has served as the Chairman of Net2Phone since June 2006. Mr. Jonas received a B.A. in Economics from Harvard University.

The Corporate Secretary may filter out and disregard (without providing a copy to the directors or advising them of the communication), or may otherwise handle at his or her discretion, any director communication that is described by one of the following categories:

•        Obscene materials;

•        Unsolicited marketing or advertising material or mass mailings;

•        Unsolicited newsletters, newspapers, magazines, books and publications;

•        Surveys and questionnaires;

•        Resumes and other forms of job inquiries;

•        Requests for business contacts or referrals;

•        Material that is threatening or illegal; and

•        Any communications or materials that are not in writing

In addition, the Corporate Secretary may handle in his or her discretion any director communication that can be described as an “ordinary business matter.” Such matters include the following:

•        Routine questions, service and product complaints and comments that can be appropriately addressed by management; and

•        Routine invoices, bills, account statements and related communications that can be appropriately addressed by management

BOARD OF DIRECTORS AND COMMITTEES

Board of Directors

The Board of Directors is currently comprised of Howard S. Jonas, Perry Davis, Amy Jonas, Irwin Katsof and Christopher McGurk. In addition, the Company’s Third Amended and Restated By-Laws enable the Board of Directors to appoint Ex-Officio (non-voting) directors to serve on the Board, and Marc E. Knoller was elected to serve in this capacity on April 5, 2022 and Allan I. Grafman was elected to serve in this capacity on August 29, 2022. Howard S. Jonas serves as the Chairman of the Board of Directors.

Upon recommendation of the Corporate Governance and Nominating Committee, the Board of Directors nominated Howard S. Jonas for re-election as a director, each of Perry Davis, Amy Jonas, Irwin Katsof and Christopher McGurk did not stand for re-election. The Board of Directors has determined to also nominate each of Dave Breau, Davidi Jonas, Jonathan Rand and James R. Woody for election as a director.

The Board of Directors held nine meetings in Fiscal 2022. In Fiscal 2022, each of the directors attended or participated in 75% or more of the aggregate of (i) the total number of regularly scheduled meetings of the Board of Directors held during the period in which each such director served as a director and (ii) the total number of regularly scheduled meetings held by all committees of the Board of Directors during the period in which each such director served on such committees.

Directors are encouraged to attend the Company’s 2023 annual meeting of stockholders, in person or via video link. All of the directors who were then directors attended the 2022 annual meeting of stockholders, either in person or telephonically.

Board of Directors Leadership Structure and Risk Oversight Role

Our Chairman of the Board, Howard S. Jonas, provides overall leadership to the Board of Directors. The Board of Directors recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board of Directors understands that there is no single, generally accepted approach to providing board leadership, and that given the dynamic and competitive environment in which we operate, the optimal Board leadership structure may vary as circumstances warrant. The Board of Directors has determined that, given Howard S. Jonas’ leadership skills, relationships with the members of management and other members of the Board, and prior positions where he acted as leader and provided oversight over different bodies, he is well suited to be the Chairman of the Board at the present time. Howard S. Jonas has been Chairman of the Board since our inception and Chairman, an executive officer position, since June 9, 2022, and also served as Chief Executive Officer from February 2019 through April 2020.

The Board of Directors as a whole, and through its committees, has responsibility for the oversight of risk management, including the review of the policies with respect to risk management and risk assessment. The risk management oversight roles of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee (each of which is comprised solely of independent directors), discussed below, provide an appropriate and effective balance to the role of the Chairman of the Board. With the oversight of the full Board of Directors, the Company’s management is responsible for the day-to-day management of the material risks the Company faces. The Board of Directors is required to satisfy itself that the risk management process implemented by management is adequate and functioning as designed.

The NYSE American Company Guide requires that the non-employee directors of the Company meet at least annually in executive session without the presence of non-independent directors and management. These executive sessions are held at every regularly scheduled quarterly meeting of the Board of Directors.

Perry Davis, an independent director, has served as the “Lead Independent Director” since July 28, 2021.

As stated above, each of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee oversees certain aspects of risk management and reports its respective findings to the full Board of Directors on a quarterly basis, and as is otherwise needed. The Audit Committee is responsible for overseeing risk management of financial matters, financial reporting, the adequacy of the risk-related internal

controls, internal investigations and security risks. The Compensation Committee oversees risks related to compensation policies and practices. The Corporate Governance and Nominating Committee oversees our Corporate Governance Guidelines and governance-related risks, such as board independence, as well as senior management succession planning.

Board Committees

The Board of Directors has established an Audit Committee, a Nominating Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee. All members

The Audit Committee

The Audit Committee currently consists of Messrs. Katsof (Chairman), Davis and McGurk. During Fiscal 2022 until August 29, 2022 (when he was named Chief Executive Officer), Mr. Grafman was a member of the Audit CompensationCommittee (instead of Mr. McGurk) and Corporate Governance Committees meetwas Chairman of such Committee (instead of Mr. Katsof). The Audit Committee operates under a written Audit Committee charter adopted by the criteria for independence as established by our Corporate Governance Guidelines and under the Sarbanes-Oxley Act of 2002. Each of the Committees is described in greater detail below. The Board of Directors, has established written charters for each of the Committees, which are available on our websitecan be found in the Corporate Governance section located atof our web site, http://ir.ctmholdings.comwww.idwmediaholdings.com/corporate-governance, and which areis also available in print to any stockholder upon request to the Corporate Secretary. Any changes to the charters are reflected on our website.

Fiscal 2022 Director Compensation Table

The following table lists Fiscal 2022 compensation for any ofperson who served as a non-employee director during Fiscal 2022. This table does not include compensation to Howard S. Jonas, Sanford R. Climan or Amy Jonas, as they were not non-employee directors and did not receive any compensation for their service as directors. This table does not include compensation to Allan I. Grafman following his August 29, 2022 election as Chief Executive Officer, when he ceased to be a non-employee director and was not thereafter paid any compensation for his service as an Ex-Officio (non-voting) director.

RELATED PERSON TRANSACTIONS

Review of Directors meeting unless, in his or her judgment, earlier communication to the Board of Directors is warranted.

In connection with Allan I. Grafman’s election as Chief Executive Officer, the Company entered into an Employment Agreement, dated August 21, 2022, with Mr. Grafman that provides, among other things: (i) an annual base salary of $410,000 per year, (ii) an annual bonus of $50,000, in addition to being eligible to receive an annual discretionary bonus, (iii) pursuant to the IDW Media Holdings, Inc. 2019 Stock Option and Incentive Plan, as amended and restated, a grant of Incentive Stock Options (“Options”) to purchase 67,671 shares of the Company’s Class B Common Stock (which represents one-half of one percent (0.5%) of the issued and outstanding stock of the Company) with the exercise price of all Options being $1.77 per share, the closing price of the Class B Common Stock on the trading day immediately prior to grant. The Options shall vest (i) with respect to one-fourth (1/4) of the underlying shares on the six-month anniversary of the Effective Date and (ii) in equal tranches (in each case, rounded to a whole number of shares) of the underlying shares on each quarterly anniversary of the six-month anniversary, and all unvested Options shall vest on the day immediately preceding the second anniversary of the Effective Date. Mr. Grafman has been a director of the Company since May 2019 and, on August 29, 2022, became an Ex-Officio (non-voting) member of the Board.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Company’s Class B common stock (“Class B Common Stock”) and the Company’s Class C common stock (“Class C Common Stock”) by (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of the Class B Common Stock or Class C Common Stock, (ii) each of the Company’s directors, and Named Executive Officers (who are listed in the “Executive Compensation” section, below), and (iii) all directors, Named Executive Officers and executive officers of the Company as a group. Unless otherwise noted in the footnotes to the table, to the best of the Company’s knowledge, the persons named in the table have sole voting and investing power with respect to all shares indicated as being beneficially owned by them and except as otherwise noted, the address of the referenced individual is c/o IDW Media Holdings, Inc. 520 Broad Street, Newark, New Jersey 07102.

Unless otherwise noted, the security ownership information provided below is given as of the Record Date and all shares are owned directly. Percentage ownership information is based on the following number of outstanding shares: 13,582,481 shares of Class B Common Stock and 545,360 shares of Class C Common Stock. In computing the number of shares of Class B Common Stock beneficially owned by a person and the percentage ownership of that person, we considered shares of Class B Common Stock subject to options and warrants held by that person that are currently exercisable or exercisable within sixty days of February 15, 2023.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, the Company’s directors, executive officers, and any persons holding more than ten percent or more of a registered class of the Company’s equity securities are required to file reports of ownership and changes in ownership, on a timely basis, with the SEC. Based on material provided to the Company, the Company believes that all such required reports were filed on a timely basis in Fiscal 2022.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the total compensation received by, or earned by, during Fiscal 2021 and Fiscal 2022 by our named executive officers, Allan I. Grafman, our Chief Executive Officer (Fiscal 2022 only), Howard S. Jonas, our controlling stockholderChairman (Fiscal 2022 only), Brooke T. Feinstein, our Chief Financial Officer, and ChairmanEzra Y. Rosensaft, our former Chief Executive Officer (collectively, the “Named Executive Officers”).

(14)    Consists of the value of a grant to Brooke T. Feinstein on June 9, 2021 of an option to purchase up to 10,000 shares of Class B Common Stock, which has a 10-year term, an exercise price of $4.00 per share and vests as follows: 3,334 on June 9, 2022 and 3,333 on each of June 9, 2023 and June 9, 2024.

(15)    Consists of matching contributions Mr. Grafman’s account under the Company’s 401(k) Plan.

(16)    Ezra Y. Rosensaft served as Chief Executive Officer from July 2020 until August 2022.

(17)    Consists of payments to Ezra Y. Rosensaft for unused and accrued paid time off in the amount of $101,719, an automobile allowance in the amount of $10,000, severance payments in the amount of $49,676 and matching contributions to Mr. Rosensaft’s account under the Company’s 401(k) Plan in the amount of $10,411.

(18)    Consists of (i) a cash bonus of $75,000 paid to Ezra Y. Rosensaft on or about January 24, 2022 for services performed in Fiscal 2021; and (ii) a cash bonus of $150,000 paid to Mr. Rosensaft on or about January 7, 2022 for services performed in Fiscal 2021.

(19)    Consists of payments to Ezra Y. Rosensaft for unused and accrued paid time off in the amount of $17,917, an automobile allowance in the amount of $8,000 and matching contributions to Mr. Rosensaft’s account under the Company’s 401(k) Plan in the amount of $1,486.

Employment Agreements

Allan I. Grafman:    On August 21, 2022, the Company and IDT entered into the Master Services Agreement, dated September 14, 2009, pursuant to which IDT will continue to provide,an employment agreement with Allan I. Grafman that provides, among other things, certain administrative and other services. Inthe following: (i) an annual base salary of $410,000 for a term of two years, (ii) an annual bonus of $50,000, in addition to being eligible to receive an annual discretionary bonus, (iii) pursuant to the Master Services Agreement, IDT will provide certain additional services2019 Stock Plan, a grant of options to purchase 67,671 shares of the Company’s Class B Common Stock with the exercise price of $1.77 per share with such options vesting (a) with respect to one-fourth (1/4) of the underlying shares on the six-month anniversary of August 29, 2022 and (b) in equal tranches (in each case, rounded to a whole number of shares) of the underlying shares on each quarterly anniversary of the six-month anniversary, and all unvested options shall vest on August 30, 2024.

Howard S. Jonas:    On April 5, 2022, the Company entered into an employment agreement with Howard S. Jonas, which provides, among other things, the following: (i) an annual base salary of $400,000 for a term of five years (the “Initial Term”) payable through the issuance of 1,104,972 restricted shares of the Company’s Class B common stock with the value of the shares equal to $2 million representing Mr. Jonas’ base salary for the entire Initial Term; (ii) such shares shall vest, contingent on Mr. Jonas’ remaining in continuous service to the Company, in substantially equal amounts on April 5, 2023, April 5, 2024, April 5, 2025, April 5, 2026 and April 5, 2027; (iii) if Mr. Jonas’ employment is terminated without cause (as such term is defined the Employment Agreement), resigns for good reason (as such term is defined the Employment Agreement) or upon Mr. Jonas’s death or disability (as such term is defined in the Employment Agreement) and upon other conditions set forth in the Employment Agreement, Mr. Jonas will be entitled to (1) severance in the amount equal to twelve (12) months of any cash portion of his base salary; and (2) any restrictions with respect to any equity grants shall lapse, and any unvested equity grants in the Company or its subsidiaries shall vest.

Brooke I. Feinstein:    Brooke I. Feinstein is not a party to an interim basis, as a separate publicly-traded company. Such services include assistance with periodic reports required to be filedemployment agreement with the SECCompany or any of its subsidiaries.

Ezra Y. Rosensaft:    In connection with Ezra Y. Rosensaft’s removal as well as maintaining minutes, booksChief Executive Officer, the Company and records of meetings ofMr. Rosensaft entered into a Separation and General Release Agreement on August 29, 2022 which provides, among other things, that (i) the Board of Directors, Audit CommitteeCompany shall pay Mr. Rosensaft $645,785, which is being paid in fifty-two (52) bi-weekly installments that began on or about September 16, 2022 and Compensation Committee, as well as assistance with corporate governance matters. The cost of these services will be approximately $1.5 million per year. This transaction was originally approved by our Board of Directors prior(ii) Mr. Rosensaft is subject to certain restrictive covenants, including restrictions on his ability to solicit the Spin-Offemployees and subsequently by our Corporate Governance Committee in accordance with our Related Person Transaction policy.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

Allan I. Grafman:    Under the terms of IDT after discussionsthe Employment Agreement, dated August 29, 2022, between the Company and Allan I. Grafman, in the event (1) the Company terminates Mr. Grafman’s employment without “cause” or Mr. Grafman voluntarily terminates his employment with management“good reason,” the Company shall pay Mr. Grafman his annual base salary for twelve (12) months and his pro-rated bonus, and (2) of Mr. Grafman’s death or disability, the Company will pay Mr. Grafman his pro-rated bonus. All severance payments are contingent on Mr. Grafman executing the Company’s standard release agreement.

Howard S. Jonas:    Under the terms of the Employment Agreement, dated April 5, 2022, between the Company and Howard S. Jonas, in the event of Mr. Jonas’ death or disability, or in the event the Company terminates Howard S. Jonas’ employment without “cause” or Howard S. Jonas voluntarily terminates his employment with “good reason,” which includes a “change in control,” any unvested restricted shares of Class B Common Stock shall vest. All severance payments are contingent on Mr. Jonas executing the Company’s standard release agreement.

Ezra Y. Rosensaft:    In connection with Ezra Y. Rosensaft’s removal as Chief Executive Officer, the Company and Mr. Rosensaft entered into a Separation and General Release Agreement which provides, among other things, that the Company shall pay Mr. Rosensaft $645,785, which is being paid in fifty-two (52) bi-weekly installments that began on or about September 16, 2022

The following table sets forth quantitative information with respect to potential payments to be made to each of the recommended levels and componentsNamed Executive Officers upon termination in various circumstances and/or a change in control of compensationthe Company (each an “Event”). The following table assumes the Event took place on October 31, 2022 for each of the individuals.Named Executive Officers and uses the closing price of Class B Common Stock on October 31, 2022, the last trading day in Fiscal 2022 ($1.32). The historical compensationpotential payments are based on agreements entered into by Named Executive Officers with the Company, discussed above, and the 2019 Plan.

PROPOSALS REQUIRING YOUR VOTE

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Pursuant to the Company’s Fourth Restated Certificate of Incorporation, the authorized number of members of the Board of Directors will be set by the CompensationBoard of Directors from time to time. The Board of Directors has set the number of directors on the Board of Directors at five. There are currently five voting directors on the Board of Directors: Howard S. Jonas, Amy Jonas, Perry Davis, Irwin Katsof and Christopher McGurk. In addition, the Company’s Third Amended and Restated By-Laws enable the Board of Directors to appoint Ex-Officio (non-voting) directors to serve on the Board, and Marc E. Knoller was elected to serve in this capacity on April 5, 2022 and Allan I. Grafman was elected to serve in this capacity on August 29, 2022. The stockholders are not being asked to vote on Mr. Knoller’s or Mr. Grafman’s appointments as Ex-Officio (non-voting) directors. The current terms of all of the serving directors expire at the Annual Stockholders Meeting. Of the current directors, only Howard S. Jonas is standing for re-election at the Annual Stockholders Meeting.

The nominees to the Board of Directors are Howard S. Jonas, Dave Breau, Davidi Jonas, Jonathan Rand and James R. Woody, each of whom has consented to be named in this Proxy Statement and to serve if elected. Each of the nominees is currently serving as a director of the Company. Brief biographical information about the nominees for directors is furnished below.

Each of these director nominees is standing for election for a term of one year until the 2024 annual meeting of stockholders, or until his successor is duly elected and qualified or until his earlier resignation or removal. A majority of the votes cast at the Annual Stockholders Meeting shall elect each director. Stockholders may not vote for more than five persons, which is the number of nominees identified herein. The following pages contain biographical information and other information about the nominees. Following each nominee’s biographical information, we have provided information concerning particular experience, qualifications, attributes and/or skills that the Corporate Governance and Nominating Committee and the Board of Directors considered when determining that each nominee should serve as a director.

Howard S. Jonas has served as our Chairman of the Board since our inception, as our Chairman (an executive officer position) since June 2022 and as our Chief Executive Officer from February 2019 through April 2020. Mr. Jonas founded IDT Corporation in August 1990, and has served as its Chairman of the Board of Directors since its inception. Mr. Jonas served as Chief Executive Officer of IDT from October 2009 through December 2013 and from December 1991 until July 2001. IDT spun off the Company to its stockholders in September 2009. Mr. Jonas is also the founder and has been President of Jonas Media Group (formerly Jonas Publishing) since its inception in 1979. From January 2014 until November 2017, Mr. Jonas served as the Chief Executive Officer of Genie Energy Ltd., a former subsidiary of IDT that was spun off to stockholders in October 2011, and has served as Chairman of the board of directors of Genie Energy since the spin-off. From June 2016 to November 2016, Mr. Jonas served as the Chairman of the Board of Zedge, Inc., a former subsidiary of IDT that was spun off to stockholders in June 2016. Mr. Jonas has served as the Vice Chairman of Zedge, Inc. since November 2016. Mr. Jonas also has served as the Chairman of the Board of Rafael Holdings, Inc., a former subsidiary of IDT that was spun off to stockholders in March 2018, since the spin-off, and also as the Chief Executive Officer until May 2021. Mr. Jonas has been a director of Rafael Pharmaceuticals, Inc. (f/k/a Cornerstone Pharmaceuticals) since April 2013 and was appointed Chairman of the Board in April 2016. Mr. Jonas received his B.A. in Economics from Harvard University.

Key Attributes, Experience and Skills:

As founder of the Company and Chairman of the Board since its inception, Mr. Jonas brings to the Board of Directors significant knowledge of all aspects of our Company and each of the industries in which it operates. In addition, having Mr. Jonas on the Board of Directors provides our Company with effective leadership.

Dave Breau is a director nominee. Mr. Breau was most recently the Chief Strategy Officer and General Counsel of MayStreet Inc., a VC-backed fintech startup. Mr. Breau helped lead the company through several funding rounds and negotiate the company’s sale to the London Stock Exchange in 2022. Before MayStreet, Mr. Breau was General Counsel of Straight Path Communications Inc. (NYSE MKT: STRP), a publicly traded telecom. Mr. Breau

and the executive team led a highly competitive M&A process culminating in the company’s sale to Verizon in 2018 for $3.1 billion. Previously, Mr. Breau spent nearly 10 years as an associate in litigation and government investigations at the law firms of Sidley Austin LLP and Sullivan & Cromwell LLP. Mr. Breau received his B.S. in mechanical engineering from Johns Hopkins University, and earned his J.D. from Duke University School of Law.

Key Attributes, Experience and Skills:

Mr. Breau has had a successful career as an attorney, including as a General Counsel, which will provide assistance in the corporate governance of the Company.

Davidi Jonas is a director nominee who previously served as the Company’s Chief Strategy Officer from December 2018 until January 2020. Mr. Davidi Jonas served as Chief Executive Officer, President and Director of Straight Path Communications Inc. (NYSE MKT: STRP) from April 2013 until February 28, 2018 and served as Chairman of the Board of Straight Path Communications Inc. from August 1, 2013 until February 28, 2018. He has served as manager of Straight Path Spectrum from August 2012 until February 28, 2018 and served as Executive Vice President and director of Straight Path IP Group from November 2012 until February 28, 2018.

Key Attributes, Experience and Skills:

Davidi Jonas has extensive experience as a Chief Executive Officer of a publicly traded company, which will enable him to provide management advice and input to the Company’s management on organizational and other matters. Davidi Jonas is the son of Howard S. Jonas.

Jonathan Rand is a director nominee. Previously, Mr. Rand was Chief Financial Officer of MayStreet Inc. from May 2018 through May 2022. Mr. Rand and the executive team led the company through a $22.9 million A Round with Credit Suisse NEXT as lead, and to be acquired by the London Stock Exchange Group (LSEG) for over $400 million in cash and earn out in May 2022. Mr. Rand is under contract with LSEG through May 31, 2023 to provide transitional and integration leadership. Mr. Rand served as Chief Financial Officer of Straight Path Communications Inc. (NYSE MKT: STRP) starting in June 2013, and as the Chief Operating Officer of its spectrum subsidiary, Straight Path Spectrum, Inc., since Jan 2015. Mr. Rand and the executive team led the Company through multiple steps resulting in its acquisition by Verizon in Feb 2018 for $3.1 billion. Mr. Rand, together with the CEO and GC, was instrumental in the M&A process, working with Investment Bankers and M&A counsel. Mr. Rand led a complex integration with Verizon, and was rewarded for extraordinary performance. Mr. Rand joined Straight Path from Organic Motion, an innovative computer vision company where he served as President and Chief Operating Officer. Together with Organic Motion’s CEO, Mr. Rand was named Innovator of the Year by Popular Mechanics in 2008. Mr. Rand co-led the process to raise a $5.8 million B Round from Foundry Group. In 2002, Mr. Rand co-founded Indigo Partners LLC, a management consulting firm that provides go-to-market and financing strategies to software, Internet and telecommunications companies. From 1998 to 2001, Mr. Rand held key positions at Net2Phone, a spin-off from IDT Corporation, including EVP Sales, Treasurer and CEO of Net2Phone’s Y@P division. Mr. Rand was IDT’s EVP Sales & Finance and Treasurer from 1992 to 1998. Prior to joining IDT, Mr. Rand founded and later sold Campus Connection, a national magazine which achieved a circulation of 1.2 million. He started his career as a brand assistant at Procter & Gamble. Mr. Rand earned a B.S. in Economics from the Wharton School of the University of Pennsylvania in 1984.

Key Attributes, Experience and Skills:

With significant financial experience in public companies and otherwise, Mr. Rand is expected to provide significant guidance to the Company on financial matters.

James R. Woody is a director nominee. Mr. Woody was the founding Executive Director and President of the Bishop John T. Walker School for Boys from 2007 to 2020 where he oversaw fund development, capital projects, communications, external relations and strategic alliances. Prior to that, Mr. Woody served in a number of executive roles in the nonprofit sector including President and Chief Executive Officer of Community of Hope, Inc., National Director of Strategic Alliances for Prison Fellowship, the nation’s largest nonprofit serving prisoners and their families, Executive Director of the Bowery Mission’s children and youth programs, and Executive Director of Communities in Schools of the Nation’s Capital. From 1982 to 1993, Mr. Woody served in a variety of marketing

and strategic planning roles with Bell Atlantic, including managing the company’s marketing initiatives to the banking and insurance industries. Mr. Woody received his Master of Arts in Counseling from Regent University. He is a graduate of Leadership Greater Washington and a former fellow of the Aspen Ideas Festival. Mr. Woody currently serves on the governing board of the Washington National Cathedral.

Key Attributes, Experience and Skills:

Mr. Woody brings extensive experience in managing growing businesses and adds additional diversity to the Board.

The Board of Directors has no reason to believe that any of the persons named above will be unable or unwilling to serve as a director, if elected.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ELECTION OF THE NOMINEES NAMED ABOVE.

Executive Officers, Directors, Director Nominees and Named Executive Officers

The executive officers, directors, director nominees and Named Executive Officers of the Company are as follows:

Set forth below is biographical information with respect to the Company’s current executive officers, except for Howard S. Jonas who is listed above as a director nominee:

Allan I. Grafman has been the Company’s Chief Executive Officer since August 2022. Mr. Grafman was a director of the Company from May 2019 until August 2022, at which time he became an Ex-Officio (non-voting) director. Mr. Grafman has served since 1996 as founder and Chief Executive Officer of All Media Ventures, which provides executive, board and advisory services to media and technology companies. Since July 2020, Mr. Grafman has served on the Board of HappyNest REIT, Inc., a real estate investment trust. Mr. Grafman served as Chairman of the Board of Majesco from 2007 to 2014. From 2005 to 2013, Mr. Grafman served as Operating Partner of Mercury Capital. From 2003 to 2005, Mr. Grafman served as President of Archie Comics. Previous executive roles included those at Hallmark Entertainment, Tribune Entertainment and CCB/ABC/Disney. He has served on 12 boards of companies that are either publicly traded or private equity/venture capital-sponsored. Mr. Grafman received his B.A. in Russian Language and literature from Indiana University (Phi Beta Kappa), his Masters in International Affairs from Columbia University (International Fellow) and his MBA in Finance from Columbia University (Beta Gamma Sigma).

Brooke T. Feinstein has been the Company’s Chief Financial Officer, Treasurer and Corporate Secretary since September 2021. Prior to that, Ms. Feinstein was the Company’s Chief Accounting Officer from July 2020 to September 2021; and immediately prior to that she was its Controller since November 2018. Before joining the Company, she worked as a Supervisor in the auditing and accounting quality control department at Buchbinder Tunick & Company LLP from 2016 to 2018. From 2012 to 2015, Ms. Feinstein worked at Grant Thornton LLP as a Senior Accountant. Ms. Feinstein has her BBA from Wilfrid Laurier University; she is a Certified Public Accountant (CPA) and also is a Chartered Professional Accountant (CPA) in Canada.

Relationships among Directors, Director Nominees and Executive Officers

Howard S. Jonas, Chairman and Chairman of the Board, and Amy Jonas, a director, are siblings. Davidi Jonas, a director nominee, is the son of Howard S. Jonas and the nephew of Amy Jonas. There are no other familial relationships among any of the directors or executive officers of the Company.

PROPOSAL NO. 2

RATIFICATION OF THE APPOINTMENT OF ZWICK CPA, PLLC AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2023

The Company’s stockholders are being asked to ratify the Board of Directors’ appointment of Zwick CPA, PLLC (“Zwick CPA”) as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2023.

Zwick CPA is the Company’s independent registered public accounting firm and served the Company as its independent registered public accounting firm for Fiscal 2021 and Fiscal 2022. The Audit Committee of the Board of Directors has appointed Zwick CPA as the Company’s independent registered public accounting firm for Fiscal 2023.

Neither the Company’s governing documents nor applicable law require stockholder ratification of our independent registered public accounting firm. However, the Audit Committee will consider the results of the stockholder vote for this proposal and, in the event of a negative vote, will review any future selection of Zwick CPA. Even if Zwick CPA’s appointment is ratified by the stockholders, the Audit Committee may, in its discretion, appoint a new independent registered public accounting firm at any time if it determines that such a change would be in the best interest of the Company and its stockholders.

We expect that representatives for Zwick CPA will be present at the Annual Stockholders Meeting, will be available to respond to appropriate questions and will have the opportunity to make such statements as they may desire.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
RATIFICATION OF THE APPOINTMENT OF ZWICK CPA
AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING OCTOBER31, 2023.

Audit and Non-Audit Fees

The following table presents fees billed for professional services rendered by Zwick CPA for Fiscal 2022 and Fiscal 2021:

The Audit Committee assesses requests for services by the independent registered public accounting firm using several factors. The Audit Committee will consider whether such services are consistent with the PCAOB’s and SEC’s rules on auditor independence. In addition, the Audit Committee will determine whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service based upon the members’ familiarity with the Company’s business, people, culture, accounting systems, risk profile and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality.

Report of the Audit Committee

The primary purpose of the Audit Committee is to assist the Board of Directors in its general oversight of the Company’s financial reporting process, internal controls, and audit functions. The Audit Committee’s function is more fully described in its charter, which can be found at the Corporate Governance section of the Company’s web site, www.idwmediaholdings.com/corporate-governance. The Committee reviews the charter on an annual basis. The Board of Directors annually reviews the NYSE American listing standards’ definition of independence for Audit Committee members and has determined that each member of the Audit Committee meets that standard. The Board of Directors has also determined that Irwin Katsof qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

The Company’s management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, accounting and financial reporting principles, internal controls, and procedures designed to assure compliance with accounting standards, applicable laws, and regulations.

The Company’s independent registered public accounting firm for Fiscal 2022, Zwick CPA, PLLC, is responsible for performing independent audits of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles. In accordance with law, the Audit Committee has ultimate authority and responsibility for selecting, compensating, evaluating, and, when appropriate, replacing the Company’s independent audit firm, and evaluates its independence. The Audit Committee has the authority to engage its own outside advisors, including experts in particular areas of accounting, as it determines appropriate, apart from counsel or advisors hired by the Company’s management.

Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of the Company’s management and the independent audit firm; nor can the Audit Committee certify that the independent audit firm is “independent” under applicable rules. The Audit Committee serves a Board-level oversight role in which it provides advice, counsel, and direction to the Company’s management and to the auditors on the basis of the information it receives, discussions with the Company’s management and the auditors, and the experience of the Audit Committee’s members in business, financial, and accounting matters.

The Audit Committee’s agenda for the year includes reviewing the Company’s financial statements, internal control over financial reporting, and audit and other matters. The Audit Committee meets each quarter with Zwick CPA, PLLC and the Company’s management to review the Company’s interim financial results before the publication of the Company’s quarterly earnings news releases and/or filings. The Company’s management’s and the independent audit firm’s presentations to, and discussions with, the Audit Committee cover various topics and events that may have significant financial impact or are the subject of discussions between the Company’s management and the independent audit firm. The Audit Committee reviews and discusses with the Company’s management the Company’s major financial risk exposures and the steps that the Company’s management has taken to monitor and control such exposures. The Audit Committee is responsible for establishing procedures for the receipt, retention, and treatment of complaints received by the Company agreedregarding accounting, internal accounting controls, or auditing matters, including confidential, anonymous submission by the Company’s employees, received through established procedures, of any concerns regarding questionable accounting or auditing matters.

Among other matters, the Audit Committee monitors the activities and performance of the Company’s independent registered public accounting firm, including the audit scope, external audit fees, auditor independence matters, and the extent to any specific grant or levelwhich the independent audit firm can be retained to perform non-audit services. In accordance with Audit Committee policy and the requirements of grants. law, the Audit Committee pre-approves all services to be provided by Zwick CPA, PLLC. Pre-approval includes audit services, audit-related services, tax services, and other services.

The plan is administeredCommittee has reviewed and discussed with the Company’s management the audited financial statements of the Company for the fiscal year ended October 31, 2022, as well as the effectiveness of the Company’s internal controls over financial reporting as of October 31, 2022. Zwick CPA, PLLC has provided the Audit Committee with the written disclosures and the letter required by our Compensation Committee.

ANNUAL MEETING OF STOCKHOLDERS OF
IDW MEDIA HOLDINGS, INC.
MARCH 30, 2023
PROXY VOTING INSTRUCTIONS

↓ Please detach along perforated line and mail in the envelope provided IF you are not voting via the Internet. ↓

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK
YOUR VOTES IN BLUE OR BLACK INK AS SHOWN HERE ☒

THE BOARD OF DIRECTORS RECOMMENDS VOTES “FOR”
THE LISTED NOMINEES AND “FOR” PROPOSAL 2.