Monitor stockholder vote on Proposal 2 (equity plan amendment) — approval would allow continued equity grants for retention. The 75,000-share increase is modest relative to 23.3M shares outstanding (~0.3% dilution). Watch for any dissident stockholder proposals at the meeting, though none currently disclosed.
Price Chart
Executive Summary
IDT Corporation filed its definitive proxy statement for the 2026 Annual Meeting of Stockholders to be held December 10, 2026. The meeting agenda includes the election of five directors (all incumbent nominees) and a proposal to amend the 2024 Equity Incentive Plan to increase the share reserve by 75,000 shares of Class B Common Stock. The proxy discloses a controlled-company governance structure with Howard S. Jonas holding 70.6% voting power, extensive related-party transactions with spun-off entities (Genie Energy, Rafael Holdings, Zedge) totaling approximately $1.5M in annual service fees, and a CEO-to-median-employee pay ratio of 40.4:1. Executive compensation increased notably in Fiscal 2026, with total CEO pay of $1.45M and President/COO pay of $3.61M, driven by strong financial performance including record income from operations and net income of $86.6M.
Key Facts
- Annual Meeting scheduled December 10, 2026; record date October 16, 2026
- Proposal 1: Elect five directors — William Conkling, Eric F. Cosentino, Howard S. Jonas, Judah Schorr, Elaine S. Yatzkan (all incumbent
- Proposal 2: Amend 2024 Equity Incentive Plan to add 75,000 shares of Class B Common Stock to the plan reserve
- Howard S. Jonas controls 70.6% of aggregate voting power through super-voting Class A shares (3 votes each) and direct/indirect Class B holdings
- CEO Shmuel Jonas total compensation Fiscal 2026: $1,452,045 (salary $495,000, bonus $877,625, stock awards $79,420)
- President/COO Bill Pereira total compensation Fiscal 2026: $3,611,900 (salary $495,000, bonus $837,500, stock awards $2,272,400)
- Net income Fiscal 2026: $86,633,000 (up from $81,139,000 in Fiscal 2025)
- Related-party transactions: Genie Energy paid IDT ~$1.07M, Rafael paid ~$287K, Zedge paid ~$132K under transition services agreements
- NRS subsidiary paid $15M cash dividend; Howard Jonas received $359,182, trust for Shmuel Jonas children received $1,077,547
- CEO-to-median employee pay ratio: 40.4:1
- Audit fees paid to Grant Thornton LLP: $1,641,811 (Fiscal 2026), $1,678,695 (Fiscal 2025)
Financial Impact
No direct financial impact from proxy filing; executive compensation increases reflect strong FY2026 performance with net income of $86.6M and record income from operations
Risk Factors
- Controlled-company structure concentrates voting control with Howard Jonas (70.6% voting power) — limits minority stockholder influence
- Extensive related-party transactions with multiple spun-off entities create potential conflicts of interest
- Executive compensation rising faster than revenue growth — bonuses increased ~26.6% year-over-year
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001437749-26-033419 |
| Document: 0001437749-26-033419-index-headers.html | 0001437749-26-033419 |
| Document: 0001437749-26-033419-index.html | 0001437749-26-033419 |
| Document: 0001437749-26-033419.txt | 0001437749-26-033419 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 23, 2026 3d ago | DEF 14A | $82.47 | awaiting T+1 | — | $81.90 (−0.69%) |
Oct 19, 2026 7d ago | Insider Cluster | $84.46 $82.94 | ▲ +1.80% | ▲ +2.33% | $81.90 (+3.03%) |
Oct 16, 2026 11d ago | Insider Cluster | $81.82 $84.46 | ▲ +3.23% | ▲ +2.89% | $81.90 (+0.10%) |
Oct 13, 2026 13d ago | 144 | $81.08 $82.24 | ▲ +1.43% | ▲ +1.15% | $81.90 (+1.01%) |
Oct 7, 2026 19d ago | 144 | $80.65 $81.49 | ▲ +1.04% | ▲ +0.44% | $81.90 (+1.55%) |
Oct 5, 2026 21d ago | Insider Cluster | $80.08 $80.31 | ▲ +0.29% | ▼ −0.26% | $81.90 (+2.27%) |
Sep 28, 2026 28d ago | Press Release | $75.56 $79.97 | ▲ +5.84% | ▲ +6.04% | $81.90 (+8.39%) |
Sep 3, 2026 7w ago | Press Release | $68.73 $68.83 | ▲ +0.15% | ▲ +0.53% | $81.90 (+19.16%) |
Aug 24, 2026 9w ago | Press Release | $69.38 $69.10 | ▼ −0.40% | ▼ −0.43% | $81.90 (+18.05%) |
Jul 21, 2026 13w ago | Insider Cluster | $63.35 $64.21 | ▲ +1.36% | ▲ +1.47% | $81.90 (+29.28%) |
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