UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 14A
________________
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrantx Filed by a Party other than the Registrant¨
Check the appropriate box:
¨
Preliminary Proxy Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement
¨
Definitive Additional Materials
¨
Soliciting Material under Rule 14a-12
IDT Corporation
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
¨
Fee computed on table below per Exchange Act Rule 14a-6(i)(1), and 0-11.
(1)
x | No fee required. | |||
¨ | Fee computed on table below per Exchange Act Rule 14a-6(i)(1), and 0-11. | |||
(1) | Title of each class of securities to which transaction applies: | |||
(2) | Aggregate number of securities to which transactions applies: | |||
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |||
(4) | Proposed maximum aggregate value of transaction: | |||
(5) | Total fee paid: | |||
¨ | Fee paid previously with preliminary materials. | |||
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid: | |||
(2) | Form, Schedule or Registration Statement No.: | |||
(3) | Filing Party: | |||
(4) | Date Filed: | |||
(2)
Aggregate number of securities to which transactions applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:
¨
Fee paid previously with preliminary materials.
¨
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date Filed:
TIME AND DATE: | 10:30 a.m., local time, on | |||||||||
PLACE: | Offices of IDT Corporation, 520 Broad Street, Newark, | |||||||||
ITEMS OF BUSINESS: | 1. | To elect five directors, each for a term of one year. | ||||||||
2. | To | |||||||||
3. | ||||||||||
To transact other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. | ||||||||||
RECORD DATE: | You can vote if you were a stockholder of record as of the close of business on October | |||||||||
PROXY VOTING: | You can vote either in person at the Annual Meeting or by proxy without attending the meeting. See details under the heading “How do I Vote?” | |||||||||
ANNUAL MEETING ADMISSION: | If you are a stockholder of record, a form of personal photo identification must be presented in order to be admitted to the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must bring a brokerage statement or other written proof of ownership as of October | |||||||||
ANNUAL MEETING DIRECTIONS: | You may request directions to the annual meeting via email at invest@idt.net or by calling IDT Investor Relations at (973) 438-3838. |
www.idt.net/ir
BY ORDER OF THE BOARD OF DIRECTORS | ||||||
Joyce Mason | ||||||
Executive Vice President, General Counsel and |
November 8, 2016
IDT CORPORATION
520 Broad Street
Newark, New Jersey 07102
(973) 438-1000
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 threetwo convenient methods for holders of record to direct their vote by proxy without attending the Annual Meeting: by telephone, on the Internet or by mail. To vote by phone, call the toll-free telephone number on the proxy card (1-800-PROXIES), and to vote by Internet, visitwww.voteproxy.com
How Many Votes Are Required to Approve Other Matters?
3. (a) The director shall not be a current partner or employee of a firm that is the Company’s internal or external auditor, (b) the director shall not have an immediate family member who is a current partner of such firm, (c) the director shall not have an immediate family member who is a current employee of such firm and personally works on the Company’s audit, and (d) neither the director nor any of his or her immediate family members shall have been, within the last three years, a partner or employee of such firm and personally worked on the Company’s audit within that time;
Based on the review and recommendation of the Corporate Governance Committee, the Board of Directors has determined that each of Michael Chenkin, Eric Cosentino, and Judah Schorr is independent in accordance with the Corporate Governance Guidelines and the Audit Committee Charter and, thus, that a majority of the current Board of Directors, a majority of the director nominees, and each member or nominee intended to become a member of the Audit, Compensation and Corporate Governance Committees is independent. As used herein, the term “non-employee director” shall mean any director who is not an employee or consultant of the Company, and who is deemed to be independent by the Board of Directors. Therefore, neither Howard S. Jonas nor Bill Pereira is a non-employee director. NoneWith the exception of Judah Schorr’s $100,000 investment in Cornerstone Pharmaceutical, none of the non-employee directors had any relationships with the Company that the Corporate Governance Committee was required to consider when reviewing independence.
The Corporate Secretary will relay correspondence (i) intended for the Board of Directors, to the Chairman of the Board, who will, in turn, relay such correspondence to the entire Board of Directors, (ii) intended for the non-employee directors, to the Lead Independent Director, and (iii) intended for the Audit, Compensation, and Corporate Governance Committees, to the Chairmen of such committees.
• 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; or
• Any communications or materials that are not in writing.
In addition, the Corporate Secretary may handle in 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.
6
8
(iv) oversees the self-evaluations of the Board of Directors, the Audit Committee and the Compensation Committee and (v) reviews and determines director independence, and makes recommendations to the Board of Directors regarding director independence. The Corporate Governance Committee currently consists of Messrs. Cosentino (Chairman), Chenkin and Schorr. The Corporate Governance Committee held 6five meetings in Fiscal 2014.2016. The Corporate Governance Committee operates under a written charter adopted by the Board of Directors, which can be found in the Governance section of our web site,http://ir.idt.net/Governance
Name |
| Dates of Board |
| Fees Earned or Paid in Cash ($) |
| Stock Awards |
| All Other Compensation |
| Total | ||||||
Michael Chenkin |
| 08/01/2015–07/31/2016 |
| $ | 50,000 | (1) |
| $ | 46,080 | (3) |
| $ | 1,520 |
| $ | 97,600 |
Eric F. Cosentino |
| 08/01/2015–07/31/2016 |
| $ | 100,000 | (2) |
| $ | 64,079 | (4) |
| $ | 1,140 |
| $ | 165,219 |
Judah Schorr |
| 08/01/2015–07/31/2016 |
| $ | 50,000 | (1) |
| $ | 46,080 | (3) |
| $ | 1,520 |
| $ | 97,600 |
____________
(1) Represents the annual Board of Directors retainer earned in Fiscal 2016.Name | Dates of Board Service During Fiscal 2014 | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($)(6) | Total ($) | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Lawrence E. Bathgate II | 08/01/2013–12/16/2013 | $ | 50,000 | (1) | $ | 0 | $ | 0 | $ | 50,000 | ||||||||||||
Michael Chenkin | 10/29/2013–07/31/2014 | $ | 25,000 | (2) | $ | 117,978 | (5) | $ | 2,422 | $ | 145,400 | |||||||||||
Eric F. Cosentino | 08/01/2013–07/31/2014 | $ | 100,000 | (3) | $ | 71,840 | (6) | $ | 940 | $ | 172,780 | |||||||||||
Judah Schorr | 08/01/2013–07/31/2014 | $ | 75,000 | (4) | $ | 71,840 | (7) | $ | 1,360 | $ | 148,200 |
(4) Represents the grant date fair value of an award of 1,217 and 4,000 shares of the Company’s Class B Common stock on September 28, 2015 and January 5, 2016, respectively, each computed in accordance with FASB ACS Topic 718R. The award of 1,217 shares was with respect to Mr. Cosentino’s service on the board of directors of the Company’s former subsidiary, Zedge, Inc.
(5) Represents dividends paid during Fiscal 2016 on shares of Class B Common Stock that were granted to the non-employee directors during Fiscal 2016 and still held by the non-employee directors on the applicable dividend record date.
As of July 31, 2014,2016, non-employee directors held the following shares of the Company’s Class B Common Stock granted for their service as directors. Non-employee directors did not hold any options to purchase shares of the Company’s capital stock as of July 31, 2014.
Name | Class B | ||||||||
Michael Chenkin | 14,083 | ||||||||
Eric F. Cosentino | 449 | ||||||||
Judah Schorr | 59,287 |
On December 7, 2015, the Genie TSA.
funded the balance of $7,619,657, which was net of deductions for interim advances to Cornerstone as well as certain due diligence expenses related to the investment.
On July 31, 2013,June 1, 2016, the Company spun off its subsidiary, Straight Path CommunicationsZedge, Inc. (“SPCI”Zedge”). In connection with the spin-off,Zedge and the Company and SPCI entered into a Transition Services Agreement dated July 31, 2013 (the “SPCI“Zedge TSA”), pursuanteffective June 1, 2016. Howard S. Jonas is a director and Chairman of the board of directors of Zedge. Both Zedge and the Company were controlled by Howard S. Jonas until October 2016, at which time Howard S. Jonas transferred, via a series of transactions, his controlling ownership of Zedge to whichhis adult son, Michael Jonas, and therefore no longer controlled Zedge. Pursuant to the Zedge TSA, the Company provides certain services to SPCI, the Chief
Name |
| Number of Shares of Class B Common Stock |
| Percentage of Ownership of Class B Common Stock |
| Percentage of Aggregate Voting Powerd | |||
Howard S. Jonas |
| 2,606,678 | (1) |
| 11.3 | % |
| 70.2 | % |
|
|
|
|
|
|
|
|
| |
The Vanguard Group Inc. |
| 2,380,498 | (2) |
| 11.1 | % |
| 3.5 | % |
|
|
|
|
|
|
|
|
| |
Blackrock, Inc. |
| 1,130,964 | (2) |
| 5.5 | % |
| 1.7 | % |
|
|
|
|
|
|
|
|
| |
Renaissance Technologies, LLC |
| 1,209,406 | (2) |
| 5.6 | % |
| 1.8 | % |
|
|
|
|
|
|
|
|
| |
Shmuel Jonas |
| 101,661 | (3) |
|
| * |
|
| * |
Marcelo Fischer |
| 26,660 | (4) |
|
| * |
|
| * |
Bill Pereira |
| 47,774 | (5) |
|
| * |
|
| * |
Menachem Ash |
| 21,545 | (6) |
|
| * |
|
| * |
Joyce J. Mason |
| 53,123 | (7) |
|
| * |
|
| * |
Michael Chenkin |
| 14,083 |
|
|
| * |
|
| * |
Eric F. Cosentino |
| 49 |
|
|
| * |
|
| * |
Judah Schorr |
| 59,287 |
|
|
| * |
|
| * |
All directors, Named Executive Officers and other executive officers as a group (11) persons) |
| 2,957,087 | (8) |
| 12.8 | %(9) |
| 70.7 | % |
____________
* Less than 1%.Name | Number of Shares of Class B Common Stock | Percentage of Ownership of Class B Common Stock | Percentage of Aggregate Voting Power&dgr; | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Howard S. Jonas | 4,377,917 | (1) | 18.9 | % | 72.7 | %(2) | ||||||||
520 Broad Street Newark, NJ 07102 | ||||||||||||||
Shmuel Jonas | 107,375 | (3) | * | * | ||||||||||
Marcelo Fischer | 47,597 | (4) | * | * | ||||||||||
Bill Pereira | 53,186 | (5) | * | * | ||||||||||
Menachem Ash | 18,496 | (6) | * | * | ||||||||||
Michael Chenkin | 6,083 | * | * | |||||||||||
Eric F. Cosentino | 1,532 | * | * | |||||||||||
Judah Schorr | 51,287 | * | * | |||||||||||
All directors, Named Executive Officers and other executive officers as a group (10) persons) | 4,741,922 | (7) | 20.4 | %(8) | 73.1 | % |
14
(3) Consists of (a) 38,555 restricted shares of Class B Common Stock, (b) 61,550 shares of Class B Common Stock owned directly, and (c) 1,556 shares of Class B Common Stock owned by Shmuel Jonas’ wife.
(4) Consists of (a) 15,000 restricted shares of Class B Common Stock, (b) 8,774 shares of Class B Common Stock owned directly, and (c) 2,886 shares of Class B Common Stock held by Mr. Fischer in his 401(k) plan account as of September 30, 2016.
(5) Consists of (a) 34,666 restricted shares of Class B Common Stock, (b) 2,886 shares of Class B Common Stock held by Mr. Pereira in his 401(k) plan account as of September 30, 2016, and (c) 10,222 shares of Class B Common Stock of the Company issuable upon the exercise of stock options exercisable within 60 days.
(6) Consists of (a) 7,500 restricted shares of Class B Common Stock, (b) 11,707 shares of Class B Common Stock owned directly, and (c) 2,338 shares of Class B Common Stock held by Mr. Ash in his 401(k) plan account as of September 30, 2016.
(7) Consists of (a) 7,500 restricted shares of Class B Common Stock, (b) 19,973 shares of Class B Common Stock held directly, (c) 3,847 shares of Class B Common Stock held by Ms. Mason in her 401(k) plan account as of September 30, 2016, (d) 11,000 shares of Class B Common Stock of the Company issuable upon the exercise of stock options exercisable within 60 days, (e) 1,396 shares of Class B Common Stock purchased through the Company’s Employee Stock Purchase Program, (f) 2,182 shares of Class B Common Stock owned by Ms. Mason’s husband, and (g) 7,225 shares of Class B Common Stock owned by Ms. Mason’ daughter.
(8) Consists of the shares and options set forth above with respect to the Named Executive Officers and directors (including Howard S. Jonas’ shares of Class A Common, which are convertible into Class B Common Stock), and the following shares of Class B Common Stock held by other executive officers: (a) 3,817 shares of Class B Common Stock, (b) 11,000 restricted shares of Class B Common Stock, (b) 3,038 shares of Class B Common Stock held in the listed individual’s 401(k) plan accounts as of September 30, 2016, and (c) 8,372 shares of Class B Common Stock of the Company issuable upon the exercise of stock options exercisable within 60 days.
(9) Assumes conversion of all of the shares of Class A Common Stock into shares of Class B Common Stock.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
16
plans are serving their intended purposes and are functioning reasonably. Below is a description of the general policies and processes that govern the compensation paid to our executive officers, as reflected in the accompanying compensation tables.
Executive officers are eligible to receive cash bonuses of up to 100% of base salary (or up to 120% or higher upon extraordinary performance) based upon performance, including the specific financial and other goals set by the Compensation Committee, which goals are Company-wide, specific to a business unit or specific to an executive and his or her area of responsibility, as well as specific extraordinary accomplishments by such officers during the relevant period. Specific bonuses will depend on the individual achievements of executives and their contribution to achievement of the enumerated goals. These goals are approved by the Compensation Committee.
At a meeting held on the mobile market, payment services, and new IDT Beyond offerings; (vi) improve IDT Telecom’s technology infrastructure; (vii) pursue strategic alternatives to unlock the value of Zedge; and (viii) increase Fabrix’s DVR deals and develop new product verticals.
• The Company exceeded its internal EBITDA less Capital Expenditures target by 7.6%, and generated $30.7 million in cash flow from operationoperations less capital expenditures.
• The Zedge spin-off was successfully completed and the spin-off of $47.9 million.
• The Boss Revolution calling app was not launched, but other advances were made.
• Money remittance transactions increased but fell short of internal targets.
•IDT Retail Solutions grew installations, but missed its internal target for store count. Investment exceeded budget.
• Net2Phone Office grew beyond internal targets. PICUP launched and spent far less than was budgeted.
• South American Retail operations were profitable.
• Significant progress was made in the multi-year plan to improve IDT Telecom infrastructure.
•The Company maintained compliance with thePCI Level 1 security requirements of the PCI Security Standards Council.
Joyce Mason received a bonus of $60,000, a $5,000 reduction from the level of the prior fiscal year. As General Counsel, Ms. Mason guides corporate legal, disclosure and growth potential. Mr. Ash was also instrumentalcompliance policy, and plays an active role in efforts at Fabrixmajor transactions and preparing that entityall aspects of corporate governance. She serves as Corporate Secretary for sale.
Base Salaries
Howard S. Jonas has been paidreceives a cash base salary at a rate of $250,000 per annum, pursuant to the Third Amended and Restated Employment Agreement discussed below, that was entered into during Fiscal 2014. Forbetween him and the period from the beginning of Fiscal 2014 until December 31, 2013,
Equity Grants in respect of Fiscal 2016 Performance
At a meeting held on September 21, 2016, the Compensation Committee approved the transfer of equity interests in NRS to Shmuel Jonas and Howard S. Jonas. Shmuel Jonas is continuingto receive common stock representing 7.5%, and Howard S. Jonas is to receive common stock representing 2.5%, of the total equity in NRS. The grants were made on November 2, 2016, after a valuation of NRS was completed, and will vest in equal portions on the first, second and third anniversaries of the grant date, and are entitled to protection against dilution.
Compensation Decisions Made in Fiscal 2015.
In Fiscal 2015,
Employment AgreementsAgreement
At a meeting held on October 28, 2014, our Compensation Committee approved the following goals for Fiscal 2015: (i) meet or exceed (A) budgeted Revenue and/or (B) budgeted Relevant Margin; (ii) meet or exceed budgeted EBITDA less Capital Expenditures; (iii) achieve positive cash flow; (iv) continue to improve IDT Telecom’s technology infrastructure by merging duplicate platforms when possible, improving back-end support systems for Boss Revolution including Retailer Settlement, and begin the process of moving viable parts of the network to the Cloud; (v) continue to enhance the Boss Revolution product suite including the launch of Unlimited Plans and the re-launch of Call Me and domestic closed loop cards and nationwide GPR cards; (vi) get closer to consumers by updating the Calling App, launching Web/Mobile site (including remittance), expanding distribution through
20
On September 24, 2015, management reported to the Compensation Committee on the Company’s performance relative to the above goals as follows:
• Fiscal 2014 revenue missed the Company’s internal budget by 3% and Fiscal 2014 Relevant Margin missed the Company’s internal budget by 1%.
• Fiscal 2014 EBITDA less Capital Expenditures exceeded the Company’s internal budget by 39%.
• The Company generated positive cash flow from operations.
• IDT Telecom improved its technology infrastructure, including moving several on-line and mobile portals and functions to unified platforms, consolidation of back-end functions, and transitioning to proprietary switched from third party suppliers, while lagging behind target for migrating functions to the Cloud.
• The Company significantly enhanced the Boss Revolution suite of products, including introducing Boss Revolution Unlimited (unlimited calling for a flat monthly fee) to dozens of countries, re-launching Call-Me, and introducing domestic and international closed loop cards, but failed to launch a GPR card.
• The Company launched a web/mobile site with extensive functionality, but did not release an update of the Boss Revolution calling app or a payments app.
• The Company did not grow its money remittance agent base to 1,000 agents, but processed in excess of 400,000 transactions during Fiscal 2015.
• The Company completed the restructuring of IDT Europe Retail and, other than a one-time write-off related to a specific product, the business unit operated at break-even.
• The Company maintained PCI Level 1 compliance. All Newark, NJ employees were relocated back to the Company’s owned 520 Broad Street headquarters, and the Company completed its sale of Fabrix, and all proceeds received in a tax efficient manner.
Bonus Awards for Fiscal 2015 Performance
In connection with such performance and accomplishments, management determined, in general, to modestly reduce the bonuses paid to some executive officers and other key employees from the levels paid in respect of Fiscal 2014. The following individual bonus levels were determined and paid in Fiscal 2016 in respect of Fiscal 2015:
Shmuel Jonas was paid a cash bonus of $330,000, a reduction from Fiscal 2014’s bonus that was paid via a $155,000 cash bonus plus $200,000 in shares of Class B Common Stock. Shmuel Jonas served as Chief Executive Officer of the Company for the entire Fiscal 2015 and was integrally involved in all strategic decisions and initiatives undertaken by the Company. He spearheaded the cost-cutting measures instituted during the fiscal year quarters that were instrumental in the bottom line performance of the Company. Shmuel Jonas was an active participant in the sale process for Fabrix, from initiation to completion.
Marcelo Fischer was paid a cash bonus of $120,000, a reduction of $23,000 from the prior fiscal year’s bonus. As the principal financial officer of the Company, Mr. Fischer was involved in all decisions on budgeting, new initiatives, spending and otherwise related to IDT Telecom operations and execution of the initiatives that produced the Company’s operating and bottom line results. Mr. Fischer was a lead participant in implementing changes to the internal systems and in maintaining the financial discipline and implementing cost cutting that generated the Company’s cash flows and bottom line results. Mr. Fischer was a driver of the IDT Retail Europe restructuring, provided the financial analysis necessary for all such enterprises and played a significant role in the internal controls and other matters necessary to achieve and maintain PCI compliance.
Bill Pereira was paid a cash bonus of $600,000, unchanged from the prior year. As Chief Executive Officer of IDT Telecom, Mr. Pereira was the principal executive responsible for IDT Telecom’s performance and for
21
implementing all initiatives related to new products and growth of sales of existing products. He oversaw the launch of new products and customer relationship initiatives, as well as changes to IDT Telecom infrastructure and internal compliance efforts. Mr. Pereira provided the strategic guidance in balancing current performance and investment in future growth and ensuring that the Company will have the offerings to drive performance in future periods.
Menachem Ash was paid a cash bonus of $85,000, the same bonus as he received for Fiscal 2014 performance. He also received a mid-year bonus of $25,000 upon completion of the Fabrix sale. Mr. Ash served as Executive Vice President of Strategy and Legal Affairs, and was actively involved in the legal aspects of many matters and dealing with third parties, including commercial relationships, strategic partnerships and disputes. In that capacity, he participated in implementing many of the initiatives that produced the Company’s results and growth potential. Mr. Ash was one of the principal individuals tasked with implementing the sale of Fabrix that was completed during Fiscal 2015.
Joyce Mason received a bonus of $65,000, a $10,000 reduction from the level of the prior fiscal year. As General Counsel, Ms. Mason guides corporate legal, disclosure and compliance policy, and plays an active role in major transactions and all aspects of corporate governance. She serves as Corporate Secretary for the Company and its subsidiaries and ensures ongoing compliance with corporate and regulatory requirements.
Howard S. Jonas did not receive a bonus for his Fiscal 2015 performance.
Base Salaries
The Company pays base salaries to its executives intended to meet the goals and purposes outlined above. The base salaries of certain executives are set forth in written agreements with the Company, which agreements are described below. Subject to those written agreements, the base salaries are set by the Compensation Committee on an annual basis, based on presentations made by management. No changes were made to the base compensation of any executive officers for Fiscal 2016, and all such salaries remain at the Fiscal 2015 level.
Howard S. Jonas receives a cash base salary of $250,000 per annum, pursuant to the Third Amended and Restated Employment Agreement discussed below, that was entered into during Fiscal 2014. Pursuant to the Third Amended Agreement, on January 6, 2014, the Company granted Mr. Jonas 63,320 shares of Class B Common Stock, with a grant date value of $1,349,982, that vested in January 2014, 2015 and 2016 as a portion of his base salary for the three-year term of that agreement, which expires on December 31, 2016.
Shmuel Jonas receives a base salary of $495,000 per annum. Marcelo Fischer receives a base salary of $395,000 per annum. Bill Pereira receives a base salary of $500,000 per annum, in accordance with his employment agreement with IDT Telecom. Mr. Ash receives a base salary of $370,000 per annum. Ms. Mason receives a base salary of $315,000 per annum.
Equity Grants during Fiscal 2015
On March 11, 2015, the Compensation Committee approved the following grants of restricted shares of Class B Common Stock, with one half vesting on each of January 16, 2017 and July 16, 2018: Shmuel Jonas — 18,000 shares, Marcelo Fischer — 15,000 shares, Bill Pereira — 18,000 shares, Menachem Ash — 7,500 shares and Joyce Mason — 7,500 shares. The above grants are in addition to the grant to Shmuel Jonas on September 17, 2014 in connection with his bonus and the grant to Bill Pereira on January 12, 2015 in connection with his entry into the Amended and Restated Employment Agreement. The March 11, 2015 grants of restricted shares of Class B Common Stock to Named Executive Officers were part of a broader Company-wide grant of 316,500 restricted shares of Class B Common Stock to incentivize certain employees over a three-year period.
Goals for Fiscal Year 2017
At a meeting held on September 21, 2016, our Compensation Committee approved the following goals for Fiscal 2017:
• Meet or exceed (i) budgeted Revenue and/or (ii) budgeted Relevant Margin.
• Meet or exceed budgeted EBITDA less Capital Expenditures (excluding capital expenditures made by entities in which IDT has a minority interest).
22
• Achieve positive cash flow (excluding results of entities included in IDT’s consolidated financial results in which IDT owns a minority equity interest).
• Launch MVNO beta in the marketplace.
• Release version 3.0 of Boss Revolution calling app (including messaging and peer-to-peer calling) along with various version enhancements including introduction of Boss Share.
• Grow Net2Phone Office seats, expand into Brazil, and launch PICUP premium features including an app for outbound service.
• Continue growing money remittance via geographic expansion, release of a payments app for Money Remittance, while launching initial version of new payment mechanism.
• Grow National Retail Solutions and enhance functionality.
• Release new version of Boss Revolution Retailer portal nationwide and expand its functionality to include Money Remittance, Bill Pay and deeper integration with NRS.
• Continue to upgrade IDT Telecom technology infrastructure by improving back-end systems, automating processes, expanding deployment of Birst initiative, and moving a significant amount of applications to the cloud.
• Develop Beta version of next generation communications app as well as MagicWords 2.0.
• Maintain PCI Level 1 compliance.
• Diversify current revenue stream to more destinations both for calling and remittance by targeting a more diverse immigrant population.
• Complete NCT customer and network migration.
23
EXECUTIVE COMPENSATION TABLES
Name and Principal Position |
| Fiscal Year |
| Salary |
| Bonus |
| Stock |
| Option Awards |
| All Other Compensation |
| Total | |||||||||
Shmuel Jonas |
| 2016 |
| $ | 495,000 |
| $ | — |
| $ | 93,450 | (4) |
| $ | — |
|
| $ | 37,226 | (5) |
| $ | 625,676 |
Chief Executive Officer(3) |
| 2015 |
| $ | 497,288 |
| $ | 330,000 |
| $ | 293,400 | (6) |
| $ | — |
|
| $ | 141,175 | (5) |
| $ | 1,261,863 |
|
| 2014 |
| $ | 395,000 |
| $ | 155,000 |
| $ | 1,099,145 | (7) |
| $ | — |
|
| $ | 29,178 | (5) |
| $ | 1,678,323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marcelo Fischer |
| 2016 |
| $ | 395,000 |
| $ | 120,000 |
| $ | — |
|
| $ | — |
|
| $ | 13,250 | (9) |
| $ | 528,250 |
| 2015 |
| $ | 396,546 |
| $ | 120,000 |
| $ | 244,500 | (10) |
| $ | — |
|
| $ | 37,850 | (11) |
| $ | 798,896 | |
| 2014 |
| $ | 388,000 |
| $ | 143,000 |
| $ | — |
|
| $ | — |
|
| $ | 10,850 | (12) |
| $ | 541,850 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bill Pereira |
| 2016 |
| $ | 500,000 |
| $ | 600,000 |
| $ | — |
|
| $ | 22,263 | (14) |
| $ | 31,083 | (15) |
| $ | 1,153,346 |
| 2015 |
| $ | 501,923 |
| $ | 600,000 |
| $ | 809,150 | (16) |
| $ | — |
|
| $ | 40,563 | (17) |
| $ | 1,951,636 | |
| 2014 |
| $ | 500,000 |
| $ | 600,000 |
| $ | — |
|
| $ | — |
|
| $ | 12,083 | (18) |
| $ | 1,112,083 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Menachem Ash |
| 2016 |
| $ | 370,000 |
| $ | 100,000 |
| $ | — |
|
| $ | — |
|
| $ | 7,625 | (20) |
| $ | 477,625 |
| 2015 |
| $ | 371,423 |
| $ | 110,000 |
| $ | 122,250 | (21) |
| $ | — |
|
| $ | 33,120 | (22) |
| $ | 636,793 | |
| 2014 |
| $ | 370,000 |
| $ | 85,000 |
| $ | — |
|
| $ | — |
|
| $ | 10,677 | (23) |
| $ | 465,677 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joyce J. Mason |
| 2016 |
| $ | 315,000 |
| $ | 60,000 |
| $ | — |
|
| $ | 27,967 | (25) |
| $ | 7,625 | (26) |
| $ | 410,592 |
| 2015 |
| $ | 316,229 |
| $ | 65,000 |
| $ | 122,250 | (27) |
| $ | — |
|
| $ | 14,850 | (28) |
| $ | 518,329 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Howard S. Jonas |
| 2016 |
| $ | 250,000 |
| $ | — |
| $ | 31,150 | (30) |
| $ | — |
|
| $ | 7,810 | (31) |
| $ | 288,960 |
| 2015 |
| $ | 250,961 |
| $ | — |
| $ | — |
|
| $ | — |
|
| $ | 64,587 | (31) |
| $ | 315,549 | |
|
| 2014 |
| $ | 152,308 |
| $ | — |
| $ | 1,349,982 | (32) |
| $ | — |
|
| $ | 389,248 | (33) |
| $ | 1,891,538 |
____________
Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shmuel Jonas | 2014 | $ | 395,000 | $ | 155,000 | $ | 1,099,145 | (4) | $ | — | $ | 29,178 | (5) | $ | 1,678,323 | |||||||||||||||
Chief Executive Officer(3) | 2013 | $ | 395,000 | $ | 155,000 | $ | — | (6) | $ | — | $ | 40,125 | (5) | $ | 590,125 | |||||||||||||||
2012 | $ | 394,231 | $ | 110,000 | $ | 177,975 | (7) | $ | — | $ | 30,240 | (5) | $ | 712,446 | ||||||||||||||||
Marcelo Fischer | 2014 | $ | 388,000 | $ | 143,000 | $ | — | $ | — | $ | 10,850 | (9) | $ | 541,850 | ||||||||||||||||
Senior Vice President — Finance | 2013 | $ | 388,000 | $ | 127,000 | $ | — | (10) | $ | — | $ | 13,250 | (11) | $ | 528,250 | |||||||||||||||
(Principal Financial Officer)(8) | 2012 | $ | 388,000 | $ | 115,000 | $ | 152,550 | (12) | $ | 20,255 | (13) | $ | 2,500 | (14) | 678,305 | |||||||||||||||
Howard S. Jonas | 2014 | $ | 152,308 | $ | — | $ | 1,349,982 | (16) | $ | — | $ | 389,248 | (17) | $ | 1,891,538 | |||||||||||||||
Chairman of the Board(15) | 2013 | $ | 35,000 | (18) | $ | — | $ | 662,000 | (19) | $ | — | $ | 1,120,684 | (20) | $ | 1,817,684 | ||||||||||||||
2012 | $ | 35,000 | (18) | $ | — | $ | — | (21) | $ | — | $ | 1,191,487 | (22) | $ | 1,226,487 | |||||||||||||||
Bill Pereira | 2014 | $ | 500,000 | $ | 600,000 | $ | — | $ | — | $ | 12,083 | (24) | $ | 1,112,083 | ||||||||||||||||
Chief Executive Officer and | 2013 | $ | 500,000 | $ | 600,000 | $ | — | (25) | $ | — | $ | 47,750 | (26) | $ | 1,147,750 | |||||||||||||||
President of IDT Telecom, | 2012 | $ | 489,077 | $ | 450,000 | $ | 316,750 | (27) | $ | 47,837 | (28) | $ | 43,490 | (29) | $ | 1,347,154 | ||||||||||||||
Current Board Member(23) | ||||||||||||||||||||||||||||||
Menachem Ash | 2014 | $ | 370,000 | $ | 85,000 | $ | — | $ | — | $ | 10,677 | (31) | $ | 465,677 | ||||||||||||||||
Executive Vice President of | 2013 | $ | 368,654 | $ | 85,000 | $ | — | (32) | $ | — | $ | 15,000 | (33) | $ | 468,454 | |||||||||||||||
Strategy and Legal Affairs(30) |
(3) Shmuel Jonas served as Chief Operating Officer from June 24, 2012 until December 31, 2013, and was elected Chief Executive Officer as of January 1, 2014.
(4) Consists of the value of 30,000 restricted shares of Class B Common Stock of National Retail Solutions Inc., a subsidiary of the Company (“NRS”), granted on November 2, 2016 to vest equally on each of November 2, 2017, 2018 and 2019. These 30,000 shares represented 7.5% of the outstanding equity of NRS as of October 22, 2016. Although this stock grant was issued to Shmuel Jonas during Fiscal 2017, it is included above because it was granted as a bonus to Shmuel Jonas in connection with his service to the Company during Fiscal 2016.
(5) Represents dividends paid on unvested restricted shares of Class B Common Stock.
(6) Consists of the value of 18,000 restricted shares of Class B Common Stock granted on March 11, 2015 to vest as to 9,000 shares on each of January 16, 2017 and July 16, 2018.
(7) Consists of (i) the value of a grant of 42,215 restricted shares of Class B Common Stock granted on January 6, 2014 to vest as to 11,727 shares on January 5, 2015, 14,071 shares on January 5, 2016 and 16,417 shares on January 5, 2017; and (ii) 12,414 restricted shares of Class B Common Stock granted on September 17, 2014 to vest as to 4,138 shares on each of September 17, 2015, 2016 and 2017. The stock grant issued to Shmuel Jonas on January 6, 2014 was granted in connection with his election as Chief Executive Officer of the Company.
(8) Mr. Fischer was appointed as Senior Vice President–Finance on October 31, 2011, and is the principal financial officer of the Company.
24
(9) Consists of (i) $11,250 in dividends paid on shares of unvested restricted of Class B Common Stock that were held by Marcelo Fischer and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.
(10) Consists of the value of a grant of 15,000 restricted shares of Class B Common Stock granted on March 11, 2015 to vest as to 7,500 shares on each of January 16, 2017 and July 16, 2018.
(11) Consists of (i) $35,850 in dividends paid on unvested restricted shares of Class B Common Stock that were held by Marcelo Fischer and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.
(12) Consists of (i) $8,850 in dividends paid on unvested restricted shares of Class B Common Stock that were held by Marcelo Fischer and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.
(13) Mr. Pereira served as Chief Financial Officer of the Company until October 28, 2011, at which time he was appointed as Chief Executive Officer and President of IDT Telecom. Mr. Pereira does not receive compensation for his role as a director of the Company.
(14) Represents the value of the issuance to Mr. Pereira on June 7, 2016 of fully vested options to purchase 10,222 shares of Class B Common Stock at $13.93 per share with an expiration date of April 22, 2020. This issuance was in connection with the amendment of the exercise price of an outstanding option in connection with the spinoff of Zedge, Inc., resulting in the deemed cancellation of the “old” option and the grant of a replacement option. The corresponding cancelled option was originally granted on April 23, 2007 with an exercise price of $16.18 and was fully vested.
(15) Consists of (i) $29,083 in dividends paid on unvested restricted shares of Class B Common Stock that were granted to Mr. Pereira and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.
(16) Consists of (i) the value of a grant of 25,000 restricted shares of Class B Common Stock granted on January 12, 2015 to vest as to 8,334 shares on January 5, 2016 and as to 8,333 shares on each of January 5, 2017 and 2018; and (ii) 18,000 restricted shares of Class B Common Stock granted on March 11, 2015 to vest as to 9,000 shares on each of January 16, 2017 and July 16, 2018.
(17) Consists of (i) $38,563 in dividends paid on unvested restricted shares of Class B Common Stock that were granted to Mr. Pereira and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.
(18) Consists of (i) $10,083 in dividends paid on unvested restricted shares of Class B Common Stock that were granted to Mr. Pereira and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.
(19) Mr. Ash has served as Executive Vice President of Strategy and Legal Affairs since October 23, 2012.
(20) Consists of (i) $5,625 in dividends paid on unvested restricted shares of Class B Common Stock that were granted to Mr. Ash and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.
(21) Consists of the value of a grant of 7,500 restricted shares of Class B Common Stock granted on March 11, 2015 to vest as to 3,750 shares on each of January 16, 2017 and July 16, 2018.
(22) Consists of (i) $31,120 in dividends paid on unvested restricted shares of Class B Common Stock that were granted to Mr. Ash and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.
(23) Consists of (i) $8,667 in dividends paid on unvested restricted shares of Class B Common Stock that were granted to Mr. Ash and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.
(24) Joyce Mason has served as an Executive Vice President of the Company since December 1998 and as General Counsel and Corporate Secretary of the Company from its inception in 1990. Ms. Mason was not a Named Executive Officer in Fiscal 2014.
(25) Represents the value of the issuances to Ms. Mason on June 7, 2016 of fully vested options to purchase (1) 5,555 shares of Class B Common Stock at $16.24 per share with an expiration date of July 21, 2018, which has a value of $6,187, and (2) 10,000 shares of Class B Common Stock at $13.93 per share with an expiration date of April 22, 2020, which has a value of $21,780. These issuances were in connection with the amendment of the exercise prices of outstanding options in connection with the spinoff of Zedge, Inc., resulting in the deemed cancellation of the “old” options and the grant of a replacement options. The corresponding cancelled options were each fully vested and were originally granted on (1) July 22, 2005 with an exercise price of $18.50 with respect to the option to purchase 5,555 shares of Class B Common Stock and (2) April 23, 2007 with an exercise price of $16.18 with respect to the option to purchase 10,000 shares of Class B Common Stock.
(26) Consists of (i) $5,625 in dividends paid on unvested restricted shares of Class B Common Stock that were granted to Ms. Mason and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.
(27) Consists of the value of a grant of 7,500 restricted shares of Class B Common Stock granted on March 11, 2015 to vest as to 3,750 shares on each of January 16, 2017 and July 16, 2018.
25
(28) Consists of (i) $12,850 in dividends paid on unvested restricted shares of Class B Common Stock that were granted to Ms. Mason and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.
(29) Howard S. Jonas:
(31) Represents dividends paid on unvested restricted shares of Class B Common Stock.
(32) The value of a grant of 63,320 restricted shares of Class B Common Stock with the following vesting schedule: 21,106 shares vested January 5, 2014 and 21,107 shares are to vest on each of January 5, 2015 and January 5, 2016. The stock grant issued to Howard S. Jonas was pursuant to the Third Amended and Restated Employment Agreement between the Company and Howard S. Jonas.
(33) Consists of (i) $387,248 in dividends paid on unvested restricted shares of Class B Common Stock that were held by Howard S. Jonas in connection with his employment agreement described below and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.
Employment Agreements
Howard S. Jonas: On October 28, 2011, the Company and Howard S. Jonas entered into the Second Amended and Restated Employment Agreement (the “Second Revised Jonas Agreement”) for thewith a term from October 28, 2011 to December 31, 2013. Pursuant to the Second Revised Jonas Agreement, Howard S. Jonas was entitled to receive (i) an annual cash base salary of $50,000 (in additionand 883,333 restricted shares of Common Stock (which were later converted to the Compensation Shares)shares of Class B Common Stock) and 1,176,427 restricted shares of Class B Common Stock in lieu of a cash base salary from January 1, 2009 through December 31, 2013 and (ii) an annual base salary of $1 million, or as otherwise agreed upon by Howard Jonas and the Company, from and after December 31, 2013.
On October 31, 2011, Mr. Pereira would serve as Chief Financial Officer of the Company.
26
Telecom. The Revised Pereira Agreement was automatically extendable for additional one-year periods unless IDT Telecom or Mr. Pereira notified the other within ninety days of the end of the term that the agreement would not be extended.
On January 12, 2015, Mr. Pereira and IDT Telecom entered into an Amended and Restated Employment Agreement (the “Pereira Equity”“Revised Pereira Agreement”), which amended and restated the Pereira Agreement, pursuant to which Mr. Pereira receives an annual base salary of $500,000 from January 1, 2015 to December 31, 2017 (the term of the Revised Pereira Agreement). In addition, Mr. Pereira is entitled to participate in any established bonus program for senior executive management as approved by the Compensation Committee. Mr. Pereira also received, on January 12, 2015, a grant of 25,000 restricted shares of the Company’s Class B Common Stock, which was granted pursuant to the Company’s 2015 Plan, and vest in three equal annual installments commencing on January 5, 2016. Among other things, the Revised Pereira Agreement provides that Mr. Pereira will serve as Chief Executive Officer of IDT Telecom. The Revised Pereira Agreement is automatically extendable for additional one-year periods unless IDT Telecom or Mr. Pereira notifies the other within ninety days of the end of the term that the agreement will not be extended.
Name |
| Compensation Committee Approval |
| Grant Date |
| All Other Option |
| Exercise of Base Price of Option Awards($/Sh) |
| Grant Date | |||
Bill Pereira |
| 06/07/2016 |
| 06/07/2016 |
| 10,222 | (2)(3) |
| $ | 13.93 |
| $ | 22,263 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joyce J. Mason |
| 06/07/2016 |
| 06/07/2016 |
| 5,555 | (2)(4) |
| $ | 16.24 |
| $ | 6,187 |
|
| 06/07/2016 |
| 06/07/2016 |
| 10,000 | (2)(3) |
| $ | 13.93 |
| $ | 21,780 |
____________
(1) Represents the grant date fair value of each equity award calculated in accordance with FASB ASC Topic 718.Name | Compensation Committee Approval | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | Grant Date Fair Value of Stock and Option Awards(2) | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shmuel Jonas | 11/26/2013 | 01/06/2014 | 42,215 | (3) | $ | 900,024 | ||||||||||||
Marcelo Fischer | — | — | — | — | ||||||||||||||
Howard S. Jonas | 12/16/2013 | 01/06/2014 | 63,320 | (4) | $ | 1,349,982 | ||||||||||||
Bill Pereira | — | — | — | — | ||||||||||||||
Menachem Ash | — | — | — | — |
27
Outstanding Equity Awards at Fiscal Year-End
|
| Option Awards |
| Stock Awards | |||||||||||
Name |
| Number of Securities Underlying Unexercised Options (#) Exercisable |
| Number of Securities Underlying Unexercised Options (#) Unexercisable |
| Option Exercise Price ($) |
| Option Expiration |
| Number of Shares or Units of Stock That Have |
| Market Value of Shares or Units of Stock That Have | |||
Shmuel Jonas |
| — |
| — |
|
| — |
| — |
| 42,693 | (2) |
| $ | 651,495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marcelo Fischer |
| — |
| — |
|
| — |
| — |
| 15,000 | (3) |
| $ | 228,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bill Pereira |
| 10,222 |
| — |
| $ | 13.93 |
| 04/22/2020 |
| 34,666 | (4) |
| $ | 529,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Menachem Ash |
| — |
| — |
|
| — |
| — |
| 7,500 | (5) |
| $ | 114,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joyce J. Mason |
| 10,000 |
| — |
| $ | 13.93 |
| 04/22/2020 |
| 7,500 | (5) |
| $ | 114,450 |
|
| 5,555 |
| — |
| $ | 16.24 |
| 07/21/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Howard S. Jonas |
| — |
| — |
|
| — |
| — |
| — |
|
|
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________
(1) Market value is computed by multiplying the closing market price of our Class B Common Stock on July 29, 2016, the last day that the stock was traded in Fiscal 2016 ($15.26), by the number of restricted shares of Class B Common Stock that had not vested as of July 31, 2016.Option Awards | Stock Awards | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested($)(1) | |||||||||||||||||||||
Shmuel Jonas | — | — | — | — | 59,715 | (2) | $ | 920,805 | |||||||||||||||||||
Marcelo Fischer | 8,333 | — | 18.49 | 07/21/2018 | 15,000 | (3) | $ | 231,300 | |||||||||||||||||||
22,222 | — | 16.17 | 04/22/2020 | ||||||||||||||||||||||||
Howard S. Jonas | — | — | — | — | 42,214 | (4) | $ | 650,940 | |||||||||||||||||||
Bill Pereira | 10,222 | — | 16.17 | 04/22/2020 | 8,333 | (5) | $ | 128,495 | |||||||||||||||||||
5,167 | 2,583 | 10.73 | 11/21/2021 | ||||||||||||||||||||||||
Menachem Ash | — | — | — | — | 14,000 | (6) | $ | 215,880 |
(4) Restricted shares of Class B Common Stock to vest as follows: 8,333 on each of January 5, 2017 and January 5, 2018; 9,000 on each of January 16, 2017 and July 16, 2018.
(5) Restricted shares of Class B Common Stock to vest as follows: 3,750 on each of January 16, 2017 and July 16, 2018.
Option Exercises and Stock Vested
|
| Restricted Stock Awards | |||||
Name |
| Number of Shares Acquired Upon Vesting |
| Number of Shares |
| Value | |
Shmuel Jonas |
| 18,209 |
| 7,251 |
| $ | 199,164 |
Marcelo Fischer |
| — |
| — |
| $ | — |
Bill Pereira |
| 8,334 |
| 3,504 |
| $ | 86,174 |
Menachem Ash |
| — |
| — |
| $ | — |
Joyce J. Mason |
| — |
| — |
| $ | — |
Howard S. Jonas |
| 21,107 |
| — |
| $ | 218,246 |
____________
(1) The value of restricted stock realized upon vesting represents the total number of shares acquired on vesting (without regard to the amount of shares withheld to cover taxes) and is based on the closing price of the Class B Common Stock on the vesting date.Restricted Stock Awards | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of Shares Acquired Upon Vesting (#) | Number of Shares Withheld to Cover Taxes | Value Realized on Vesting ($)(1) | ||||||||||||
Shmuel Jonas | 18,000 | 6,795 | $ | 321,300 | |||||||||||
Marcelo Fischer | — | — | $ | — | |||||||||||
Howard S. Jonas | 21,106 | 21,106 | $ | 376,742 | |||||||||||
Bill Pereira | 26,333 | 10,005 | $ | 497,334 | |||||||||||
Menachem Ash | 1,666 | 710 | $ | 29,738 |
The following table sets forth quantitative information with respect to potential payments to be made to each of the Named Executive Officers upon termination in various circumstances and/or a change in control of the Company (each an “Event”), assuming the Event took place on July 31, 2014,2016, using the closing price of the Company’s Class B Common Stock on July 31, 201429, 2016, the last trading day in Fiscal 2016 ($15.42)15.26). The potential payments are based on agreements entered into by Named Executive Officers with the Company, anddiscussed above, the 2005 Plan discussed above.and the 2015 Plan. The value of each restricted share is computed by multiplying the closing market
29
price per share of the Company’s Class B Common Stock on July 31, 201429, 2016, the last trading day in Fiscal 2016 ($15.42)15.26), by the number of unvested restricted shares of restricted stockClass B Common Stock held by the Named Executive Officer on that date. The value
Name |
| Event of |
| Change In Control |
| Termination For Cause |
| Voluntary Termination for Good Reason |
| Termination Without Cause | |||||||||
Shmuel Jonas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Shares |
|
| — |
|
| $ | 651,495 | (1) |
|
| — |
|
| — |
|
|
| — |
|
Severance |
|
| — |
|
|
| — |
|
|
| — |
|
| — |
|
| $ | 323,654 | (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marcelo Fischer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Shares |
|
| — |
|
| $ | 228,900 | (3) |
|
| — |
|
| — |
|
|
| — |
|
Severance |
| $ | 550,000 |
|
|
| — |
|
|
| — |
|
| — |
|
| $ | 550,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bill Pereira |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Shares |
|
| — |
|
| $ | 529,003 | (4) |
|
| — |
| $ | 529,003 | (4) |
| $ | 529,003 | (4) |
Severance |
| $ | 1,225,000 |
|
| $ | 1,225,000 |
|
|
| — |
| $ | 1,225,000 | (5) |
| $ | 1,225,000 | (5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Menachem Ash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Shares |
|
| — |
|
| $ | 114,450 | (6) |
|
| — |
|
| — |
|
|
| — |
|
Severance |
|
| — |
|
|
| — |
|
|
| — |
|
| — |
|
| $ | 341,538 | (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joyce J. Mason |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Shares |
| $ | — |
|
| $ | 114,450 | (6) |
| $ | — |
|
| — |
|
| $ | — |
|
Severance |
| $ | — |
|
| $ | — |
|
|
| — |
|
| — |
|
| $ | 315,000 | (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Howard S. Jonas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Shares |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| — |
|
| $ | — |
|
Severance |
| $ | 250,000 | (7) |
| $ | 250,000 |
|
|
| — |
| $ | 250,000 |
|
| $ | 250,000 |
|
____________
(1) Represents the accelerated vesting of each option is the profit that the Named Executive Officer would receive upon the vesting and exercise of the unvested stock options on July 31, 2014.
Name | Event of Death or Disability ($) | Change In Control ($) | Termination For Cause ($) | Voluntary Termination without Good Reason ($) | Termination Without Cause/Voluntary Termination for Good Reason ($) | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shmuel Jonas | ||||||||||||||||||||||
Restricted Shares | — | $ | 920,805 | (1) | — | — | — | |||||||||||||||
Severance | — | — | — | — | — | |||||||||||||||||
Marcelo Fischer | ||||||||||||||||||||||
Restricted Shares | — | $ | 231,300 | (2) | — | — | — | |||||||||||||||
Severance | $ | 550,000 | — | — | — | $ | 550,000 | (3) | ||||||||||||||
Howard S. Jonas | ||||||||||||||||||||||
Restricted Shares | $ | 650,940 | (4) | $ | 650,940 | (4) | $ | 189,851 | (5) | — | $ | 650,940 | (4) | |||||||||
Severance | $ | 250,000 | (6) | $ | 250,000 | — | — | $ | 250,000 | |||||||||||||
Bill Pereira | ||||||||||||||||||||||
Stock Options | — | $ | 12,114 | (7) | — | — | $ | 12,114 | (7) | |||||||||||||
Restricted Shares | — | $ | 128,494 | (8) | — | — | $ | 128,494 | (8) | |||||||||||||
Severance | $ | 250,000 | (9) | $ | 850,000 | — | — | $ | 850,000 | (10) | ||||||||||||
Menachem Ash | ||||||||||||||||||||||
Restricted Shares | $ | 215,880 | (11) | |||||||||||||||||||
Severance | — | — | — | — | — |
(2) Payable pursuant to the Company’s Severance Plan.
(3) Represents the accelerated vesting of 15,000 restricted shares of restricted Class B Common Stock and Deferred Stock Units have been awarded. As fully described in Proposal No. 2,Stock.
(4) Represents the Company is asking the Stockholders to vote on the adoptionaccelerated vesting of a new stock option and incentive plan and does not anticipate awarding any further options to purchase34,666 restricted shares of Class B Common Stock,Stock.
(5) If the term of the Revised Pereira Agreement is not extended by IDT Telecom, Mr. Pereira will receive a payment of $1,225,000, one-half upon the effective date of a release agreement and one-half monthly over the following six month period, and immediate vesting of all equity grants.
(6) Represents the accelerated vesting of 7,500 restricted shares of Class B Common Stock and Deferred Stock Units to employees, officers, directors and consultants under the 2005 Plan after January 1, 2015.
Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options(1) | Weighted-Average Exercise Price of Outstanding Options | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans(1) | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by security holders | 610,596 | $ | 14.24 | 331,819 | ||||||||||
Equity compensation plans not approved by security holders | — | $ | — | — | ||||||||||
Total | 610,596 | $ | 14.24 | 331,819 |
31
joining the National Association of Corporate Directors in March 2009. Rev. Cosentino’s long tenure as a director of the Company, and of itsas well as prior tenures with former subsidiary,subsidiaries Zedge and IDT Entertainment, brings extensive knowledge of our Company to the Board.
32
on the issues facing the Company. Dr. Schorr’s tenure as a member of the Board and its Compensation, Corporate Governance and Audit Committees brings useful compliance insights to the Board.
Name | Age | Position | |||||||||||||
Shmuel Jonas | 35 | Chief Executive Officer and Named Executive Officer | |||||||||||||
Howard S. Jonas | 60 | Chairman of the Board of Directors, Director and Director Nominee and Named Executive Officer | |||||||||||||
Marcelo Fischer | 49 | Senior Vice President | |||||||||||||
Bill Pereira | 51 | Director, Director Nominee, Chief Executive Officer and President of IDT Telecom and Named Executive Officer | |||||||||||||
Joyce J. Mason | 57 | Executive Vice President, General Counsel, Corporate Secretary | |||||||||||||
Mitch Silberman | 48 | Chief Accounting Officer and Controller | |||||||||||||
Menachem Ash | 44 | Executive Vice President of Strategy and Legal Affairs and Named Executive Officer | |||||||||||||
Anthony S. Davidson | 48 | Senior Vice President – Technology | |||||||||||||
Michael Chenkin | 65 | Director and Director Nominee | |||||||||||||
Eric F. Cosentino | 59 | Director and Director Nominee | |||||||||||||
Judah Schorr | 64 | Director and Director Nominee |
Joyce J. Mason has served as an Executive Vice President of the Company since December 1998 and as General Counsel and Corporate Secretary of the Company from its inception. Ms. Mason also served as a director of the Company from its inception until December 2006. In addition, from September 2008 until May 2016, Ms. Mason is currentlywas a director of Zedge, Holdings, Inc., a former subsidiary of the Company that was spun off to stockholders in June 2016, and she also served as a director of IDT Telecom from December 1999 until May 2001 and as a director of Net2Phone from October 2001 until October 2004. Prior to joining the Company, Ms. Mason had been in private legal practice. Ms. Mason received a B.A. from the City University of New York and a J.D. from New York Law School.
Relationships among Directors or Executive Officers
35
case of ISOs, certain limitations will apply with respect to the aggregate value of option shares
The 2015 Plan further provides for the granting of deferred stock units, which are awards providing a right to receive shares of Class B Common Stock on a deferred basis, subject to such restrictions and a restricted period as the Compensation Committee determines. The Compensation Committee may also impose such other conditions and restrictions, if any, on the payment of shares as it deems appropriate, including the satisfaction of performance criteria. All deferred stock awards become fully vested in the event of a Change in Control, a Corporate Transaction or a Related Entity Disposition.
Name and Principal Position |
| Number of Shares of Stock | |
Non-Employee Director Group |
| 12,000 | (1) |
____________
(1) Each of the three non-employee directors of the Company will receive an annual grant of 4,000 restricted shares of Class B Common Stock for being a director. In 2016, this automatic grant was made on January 5, 2016. Calculation is based upon the number of non-employee directors nominated for election at the Annual Meeting.37
period — thereby making a “disqualifying disposition” — the participant would realize ordinary income on the excess of the fair market value of the shares at the time the ISO was exercised over the exercise price, and the balance of income, if any, would be long-term capital gain (provided the holding period for the shares exceeded one year and the participant held such shares as a capital asset at such time).
38
transfer date, in an amount equal to the excess of the fair market value of the Class B Common Stock as of that date over the price paid for such award, if any.
EQUITY COMPENSATION PLAN INFORMATION
Employee Stock Incentive Program
The Company adopted the 2015 Plan, pursuant to which options to purchase Class B Common Stock, restricted shares of Class B Common Stock and Deferred Stock Units may be awarded. As fully described in Proposal No. 2, the Company is asking the Stockholders to vote on an amendment to the 2015 Plan that will increase the number of shares of the Company’s Class B Common Stock available for grant of awards thereunder by an additional 100,000 shares. The Company anticipates awarding options to purchase shares of Class B Common Stock, restricted shares of Class B Common Stock and Deferred Stock Units to employees, officers, directors and consultants under the 2015 Plan.
Equity Compensation Plans and Individual Compensation Arrangements
The following chart provides aggregate information regarding grants under all equity compensation plans of the Company through July 31, 2016.
Plan Category |
| Number of Securities to be Issued upon Exercise of Outstanding Options(1) |
| Weighted-Average Exercise Price of Outstanding Options |
| Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans | |
Equity compensation plans approved by security holders |
| 360,224 |
| $ | 11.98 |
| 202,961 |
Equity compensation plans not approved by security holders |
| — |
| $ | — |
| — |
Total |
| 360,224 |
| $ | 11.98 |
| 202,961 |
____________
(1) Reflects all outstanding options exercisable for shares of Class B Common Stock as of July 31, 2016.
THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR
APPROVAL OF THE 2015 PLAN AS DESCRIBED ABOVE.
Fiscal Year Ended July 31 |
| 2016 |
| 2015 | ||
Audit Fees(1) |
| $ | 1,070,668 |
| $ | 1,085,685 |
Audit Related Fees(2) |
|
|
|
|
| 3,785 |
Tax Fees |
|
| 98,306 |
|
| 87,633 |
All Other Fees(3) |
|
| 2,739 |
|
| 7,804 |
Total |
| $ | 1,171,713 |
| $ | 1,184,907 |
____________
(1) Audit Fees consist of fees for the audit of the Company’s financial statements, as well as fees for the audits of management’s assessment of the effectiveness of the Company’s internal controls over financial reporting and the effectiveness of internal controls over financial reporting.Fiscal Year Ended July 31 | 2014 | 2013 | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit Fees(1) | $ | 1,019,528 | $ | 1,182,243 | ||||||
Audit Related Fees(2) | 77,283 | 77,530 | ||||||||
Tax Fees | 43,816 | 37,620 | ||||||||
All Other Fees | — | — | ||||||||
Total | $ | 1,140,627 | $ | 1,297,393 |
The Audit Committee concluded that the provision of the non-audit services listed above is compatible with maintaining the independence of Grant Thornton LLP.
41
Audit Committee meets that standard. The Board of Directors has also determined that Michael Chenkin qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.
In reliance on these reviews and discussions, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2014,2016, for filing with the Securities and Exchange Commission.
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | ||||||
Michael Chenkin, Chairman | ||||||
Eric Cosentino | ||||||
Judah Schorr |
BY ORDER OF THE BOARD OF DIRECTORS | ||||||
November 8, 2016 | ||||||
Joyce Mason |
The purpose of the IDT Corporation 2015 Stock Option and Incentive Plan (the “Plan”) is to provide incentives to officers, employees, directors and consultants of IDT Corporation (the “Company”), or any subsidiary of the Company which now exists or hereafter is organized or acquired by the Company, to acquire a proprietary interest in the Company, to continue as officers, employees, directors or consultants, to increase their efforts on behalf of the Company and to promote the success of the Company’s business. The provisions of the Plan are intended to satisfy the requirements of Section 16(b) of the Securities Exchange Act of 1934, as amended, and of Section 162(m) of the Internal Revenue Code of 1986, as amended, and shall be interpreted in a manner consistent with the requirements thereof.
As used in this Plan, the following words and phrases shall have the meanings indicated:
A-1
service in the National Guard or the Army Reserves) or any other personal leave approved by the Committee. For purposes of Incentive Stock Options, no such leave may exceed ninety (90) days unless reemployment upon expiration of such leave is guaranteed by statute or contract.
(t) “Non-Employee Director Annual Grant” shall mean an award of 4,000 shares of Restricted Stock.
(a) The Plan shall be administered by the Committee, the members of which may be composed of “non-employee directors” under Rule 16b-3 and “outside directors” under Section 162(m) of the Code.
Awards may be granted to officers, employees, members of the Board and consultants of the Company or of any Subsidiary. In addition to any other awards granted to Non-Employee Directors hereunder, awards shall be granted to Non-Employee Directors pursuant to Section 14 of the Plan. In determining the persons to whom awards shall be granted and the number of shares to be covered by each award, the Committee shall take into account the duties of the respective persons, their present and potential contributions to the success of the Company and such other factors as the Committee shall deem relevant in connection with accomplishing the purposes of the Plan.
(a) OPTION AGREEMENT. Each Option granted pursuant to the Plan shall be evidenced by a written agreement between the Company and the Grantee (the “Option Agreement”), in such form and
A-4
containing such terms and conditions as the Committee shall from time to time approve, which Option Agreement shall comply with and be subject to the following terms and conditions, unless otherwise specifically provided in such Option Agreement. For purposes of interpreting this Section 6, a director’s service as a member of the Board or a consultant’s service shall be deemed to be employment with the Company.
A-5
be exercised by the legal representatives of a deceased or former Grantee, written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative to exercise such Option. In the event that the employment or consultant relationship of a Grantee shall terminate on account of such Grantee’s Retirement, all Options of such Grantee that are exercisable at the time of such Retirement may, unless earlier terminated in accordance with their terms, be exercised at any time within one hundred eighty (180) days after the date of such Retirement (or such different period as the Committee shall prescribe). All unvested Options shall be terminated upon death, disability or retirement, unless otherwise determined by the Committee.
Options granted pursuant to this Section 7 are intended to constitute Nonqualified Stock Options and shall be subject only to the general terms and conditions specified in Section 6 of the Plan.
Options granted pursuant to this Section 8 are intended to constitute Incentive Stock Options and shall be subject to the following special terms and conditions, in addition to the general terms and conditions specified in Section 6 of the Plan:
The Committee shall have authority to grant a Stock Appreciation Right, either alone or in tandem with any Option. A Stock Appreciation Right granted in tandem with an Option shall, except as provided in this Section 9 or as may be determined by the Committee, be subject to the same terms and conditions as the related Option. Each Stock Appreciation Right granted pursuant to the Plan shall be evidenced by a written Agreement between the Company and the Grantee in such form as the Committee shall from time to time approve, which Agreement shall comply with and be subject to the following terms and conditions, unless otherwise specifically provided in such Agreement:
A-6
fiscal quarters and ending on the second business day following the day on which the Company releases to the public a summary of its fiscal results for such period.
The Committee shall have authority to grant a Limited Right, either alone or in tandem with any Option. Each Limited Right granted pursuant to the Plan shall be evidenced by a written Agreement between the Company and the Grantee in such form as the Committee shall from time to time approve, which Agreement shall comply with and be subject to the following terms and conditions, unless otherwise specifically provided in such Agreement:
(iii) in the case of the realization of Limited Rights by reason of the change in composition of the Board described in clause (ii) of the definition of “Change in Control” or stockholder approval of a plan or agreement described in clause (ii) of the definition of Corporate Transaction, an amount equal to the Spread as defined in Section 10(d)(v) of this Plan.
A-8
of a related Option, if any, the Limited Right with respect to such related Option shall terminate to the extent of the shares of Class B Common Stock with respect to which the related Option was exercised or terminated.
The Committee may award shares of Restricted Stock to any eligible employee, director or consultant of the Company or of any Subsidiary. Each award of Restricted Stock under the Plan shall be evidenced by a written Agreement between the Company and the Grantee, in such form as the Committee shall from time to time approve, which Agreement shall comply with and be subject to the following terms and conditions, unless otherwise specifically provided in such Agreement:
The Committee may award Deferred Stock Units to any outside director, eligible employee or consultant of the Company or of any Subsidiary. Each award of Deferred Stock Units under the Plan shall be evidenced by a written Agreement between the Company and the Grantee, in such form as the Committee shall from time to time approve, which Agreement shall comply with and be subject to the following terms and conditions, unless otherwise specifically provided in such Agreement:
12.Effect of Certain Changes. (a) |
A-10
Corporate Transaction. Effective upon the consummation of the Corporate Transaction, all outstanding awards of Options, Stock Appreciation Rights and Limited Rights under the Plan shall terminate, unless otherwise determined by the Committee. However, all such awards shall not terminate if the awards are, in connection with the Corporate Transaction, assumed by the successor corporation or Parent thereof.
The provisions of this Section 14 shall apply only to certain grants of Restricted Stock to Non-Employee Directors, as provided below. Except as set forth in this Section 14, the other provisions of the Plan shall apply to grants of Restricted Stock to Non-Employee Directors to the extent not inconsistent with this Section. For purposes of interpreting Section 6 of the Plan and this Section 14, a Non-Employee Director’s service as a member of the Board or the board of directors of any Subsidiary shall be deemed to be employment with the Company.
15.Period During which Awards May Be Granted.
Awards may be granted pursuant to the Plan from time to time commencing on January 1, 2015 until September 16, 2024 (ten (10) years from September 17, 2014, the date the Board initially adopted the Plan). No awards shall be effective prior to the approval of the Plan by a majority of the Company’s stockholders.
(a) Incentive Stock Options and Stock Appreciation Rights may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by the laws of descent and distribution and may be exercised, during the lifetime of the Grantee, only by the Grantee or his or her guardian or legal representative.
If the Committee shall so require, as a condition of exercise of an Option, Stock Appreciation Right or Limited Right, the expiration of a Restricted Period or payment of a Deferred Stock Unit (each, a “Tax Event”), each Grantee shall agree that no later than the date of the Tax Event, the Grantee will pay to the Company or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the Tax Event. Unless determined otherwise by the Committee, a Grantee shall permit, to the extent permitted or required by law, the Company to withhold federal, state and local taxes of any kind required by law to be withheld upon the Tax Event from any
Except as provided in Section 11(d) of the Plan, a Grantee or a transferee of an award shall have no rights as a stockholder with respect to any shares covered by the award until the date of the issuance of such shares to him or her. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distribution of other rights for which the record date is prior to the date such shares are issued, except as provided in Section 12(a) of the Plan.
Nothing in the Plan or in any award granted or Agreement entered into pursuant hereto shall confer upon any Grantee the right to continue as a director of, in the employ of, or in a consultant relationship with, the Company or any Subsidiary or to be entitled to any remuneration or benefits not set forth in the Plan or such Agreement or to interfere with or limit in any way the right of the Company or any such Subsidiary to terminate such Grantee’s employment or consulting relationship. Awards granted under the Plan shall not be affected by any change in duties
A-12
or position of a Grantee as long as such Grantee continues to be employed by, or in a consultant relationship with, or a director of the Company or any Subsidiary. The Agreement for any award under the Plan may require the Grantee to pay to the Company any financial gain realized from the prior exercise, vesting or payment of the award in the event that the Grantee engages in conduct that violates any non-compete, non-solicitation or non-disclosure obligation of the Grantee under any agreement with the Company or any Subsidiary, including, without limitation, any such obligations provided in the Agreement.
A Grantee may file with the Committee a written designation of a beneficiary on such form as may be prescribed by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Grantee, the executor or administrator of the Grantee’s estate shall be deemed to be the Grantee’s beneficiary.
(a) AUTHORIZED SHARE APPROVAL. The Plan was adopted by the Board on September 17, 2014. The Plan was ratified by the Company’s stockholders on December 15, 2014, with 500,000 shares of Class B Common Stock authorized for awards under the Plan. The Plan shall become effective on January 1, 2015 and shall terminate on September 16, 2024.
The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware.
ANNUAL MEETING OF STOCKHOLDERS OF
IDT CORPORATION
December 15, 201414, 2016
Important Notice Regarding the Availability of Proxy Materials for the IDT Corporation
Stockholders Meeting to be Held on December 15, 201414, 2016:
The Notice of Annual Meeting and Proxy Statement and the 20142016 Annual Report are available at:
www.idt.net/ir
Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.
¯$Please detach along perforated line and mail in the envelope provided.¯$
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTES IN BLUE OR BLACK INK AS SHOWN HEREx
THE BOARD OF DIRECTORS RECOMMENDS VOTES“FOR” THE LISTED NOMINEES, “FOR” PROPOSAL 2 AND “FOR” PROPOSAL 3.
|
| |||||||||||||||||||||||
FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||
1. Election of Directors: | ||||||||||||||||||||||||
NOMINEES: | ||||||||||||||||||||||||
| ||||||||||||||||||||||||
2. | To approve an amendment to the IDT Corporation 2015 Stock Option and Incentive increase the number of shares of the Company’s Class B Common Stock available for the grant of awards thereunder by an additional 100,000 shares. | £ | £ | £ | ||||||||||
Michael Chenkin | £ | £ | £ |
Eric F. Cosentino | £ | £ | £ | |||||||||||||||
Howard S. Jonas | £ | £ | £ | |||||||||||||||
Bill Pereira | £ | £ | £ | |||||||||||||||
Judah Schorr | £ | £ | £ | |||||||||||||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | £ |
MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. |
£ | ||||||||||||||||||
|
| Signature of |
| |||||||||||||||
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person. | ||||||||||||||||||
Electronic Distribution
If you would like to receive future IDT CORPORATION proxy statements and annual reports electronically, please visitwww.amstock.com. Click on Shareholder Account Access to enroll. Please enter your account number and tax identification number to log in, then select Receive Company Mailings via e-Mail and provide your e-mail address.
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
IDT CORPORATION
520 Broad Street, Newark, New Jersey 07102
(973) 438-1000
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
To Be Held December 15, 201414, 2016
The undersigned appoints Howard S. Jonas and Joyce J. Mason, or either one of them, as the proxy of the undersigned with full power of substitution to attend and vote at the Annual Meeting of Stockholders (the “Annual Meeting”) of IDT Corporation to be held at the Hampton Inn & SuitesOffices of IDT Corporation, 520 Broad Street, Newark, Riverwalk Hotel, 100 Passaic Ave, Harrison, New Jersey 0702907102 on December 15, 201414, 2016 at 10:30 a.m., and any adjournment or postponement of the Annual Meeting, according to the number of votes the undersigned would be entitled to cast if personally present, for or against any proposal, including the election of members of the Board of Directors, and any and all other business that may come before the Annual Meeting, except as otherwise indicated on the reverse side of this card.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED STOCKHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR THE BOARD OF DIRECTORS FOR PROPOSAL 2 AND FOR PROPOSAL 32, LISTED ON THE REVERSE SIDE.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
ANNUAL MEETING OF STOCKHOLDERS OF
IDT CORPORATION
December 15, 201414, 2016
PROXY VOTING INSTRUCTIONS
| |||
Vote online until 11:59 PM EST the day before the meeting. | |||
MAIL- Date, sign and mail your proxy card in the envelope provided as soon as possible. | |||
| |||
GO GREEN-e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access. | COMPANY NUMBER | ACCOUNT NUMBER | |
You may enter your voting instructions at 1-800-PROXIES or$www.voteproxy.com until 11:59 PM Eastern Time the day before the cut-off or meeting date.
¯Please detach along perforated line and mail in the envelope providedIFyou are not voting via telephone or the Internet.¯PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTES IN BLUE ORBLACK INK AS SHOWN HEREx$
THE BOARD OF DIRECTORS RECOMMENDS VOTES“FOR” THE LISTED NOMINEES, “FOR” PROPOSAL 2 AND “FOR” PROPOSAL 3.
|
| |||||||||||||||||||||||
FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||||||||||
1. Election of Directors: | ||||||||||||||||||||||||
NOMINEES: | ||||||||||||||||||||||||
| ||||||||||||||||||||||||
2. | To approve an amendment to the IDT Corporation 2015 Stock Option and Incentive increase the number of shares of the Company’s Class B Common Stock available for the grant of awards thereunder by an additional 100,000 shares. | £ | £ | £ | ||||||||||
Michael Chenkin | £ | £ | £ |
Eric F. Cosentino | £ | £ | £ | |||||||||||||||
Howard S. Jonas | £ | £ | £ | |||||||||||||||
Bill Pereira | £ | £ | £ | |||||||||||||||
Judah Schorr | £ | £ | £ | |||||||||||||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | £ |
MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. |
£ | ||||||||||||||||||
|
| Signature of |
| |||||||||||||||
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person. | ||||||||||||||||||