Howard Jonas
About Howard S. Jonas
Howard S. Jonas (age 68) is Chairman of the Board of Genie Energy Ltd. and has served in that role since the company’s spin-off in January 2011; he previously served as Genie’s CEO from January 2014 to November 2017. He holds a B.A. in Economics from Harvard University and is the company’s founder and controlling shareholder, with 69.3% aggregate voting power via ownership of all Class A shares and significant Class B holdings. He is classified by the Board as not independent, with family relationships to the CEO (son-in-law) and a fellow director (sister) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genie Energy Ltd. | Chairman of the Board | Jan 2011 – Present | Board leadership; risk oversight balanced by all-independent committees |
| Genie Energy Ltd. | Chief Executive Officer | Jan 2014 – Nov 2017 | Transitioned CEO role to Michael Stein in Nov 2017 |
| Genie Energy International Corp. | Co-Vice Chairman of the Board | Since Sep 2009 | Subsidiary governance |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| IDT Corporation | Chairman of the Board | Founder; current Chair since Sep 2022; prior CEO | IDT provides services to GNE under a Transition Services Agreement (TSA); Jonas controls both companies (conflict risk) |
| Zedge, Inc. | Vice Chairman (formerly Chairman) | Chairman Jun–Nov 2016; Vice Chair since Nov 2016 | Former IDT subsidiary |
| IDW Media Holdings, Inc. | Chairman | Chairman since Jun 2022; CEO Feb 2019–Apr 2020 | Former IDT subsidiary |
| Rafael Holdings, Inc. | Chairman; Executive Chairman | Chairman since Aug 17, 2017; Executive Chairman since Jun 13, 2022; CEO Mar 2018–Apr 2021 | Former IDT subsidiary |
| Cornerstone Pharmaceuticals | Director; Chairman | Director since Apr 2013; Chairman since Apr 2016 | Life sciences exposure |
| Jonas Media Group | Founder & President | Since 1979 | Private entity |
| CTM Media Group, Inc. | President | Since Jan 2025 | Private entity |
Board Governance
- Independence: Not independent; Board defines independence per NYSE standards and categorical criteria; Jonas and Joyce Mason are not independent .
- Board leadership: Jonas is non-officer Chairman; Lead Independent Director (Wes Perry) presides over executive sessions held at every regularly scheduled Board meeting .
- Committees: Audit, Compensation, Corporate Governance, and Nominating Committees are composed solely of independent directors; Jonas is not a member of these committees .
- Attendance: Board met seven times in 2024; all directors attended the 2024 Annual Meeting; independent directors met the ≥75% attendance threshold. Individual attendance for Jonas not specifically disclosed .
Fixed Compensation (Chairman; 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Base Salary | 200,000 | Per employment agreement; unchanged for 2025 |
| Dividends on Unvested RS | 44,125 | Dividends on restricted shares |
Ms. Mason received no director compensation; Jonas is compensated as Chairman (non-officer position) .
Performance Compensation (Chairman; 2024)
| Component | Amount ($) | Details |
|---|---|---|
| Annual Bonus | 325,000 | Discretionary; unchanged vs. 2023 |
| Stock Awards (RS) | 1,275,000 | 75,000 Class B RS granted 8/1/2024; vest 25,000 on 8/1/2025, 25,000 on 8/3/2026, 25,000 on 8/2/2027 |
Vesting Schedule (2024 RS Grant)
| Grant Date | Shares | Vesting Dates | Fair Value ($) |
|---|---|---|---|
| Aug 1, 2024 | 75,000 | 25,000 on 8/1/2025; 25,000 on 8/3/2026; 25,000 on 8/2/2027 | 1,275,000 |
Incentive Design Signals
- Bonus determinations are primarily subjective against company/individual goals; no explicit formulaic metrics disclosed for Jonas .
- Change-in-control: Unvested restricted shares vest in full upon a Change in Control per company RSA terms .
- Clawback: Compensation Committee administers Compensation Clawback Policy; specific triggers not detailed in proxy .
Other Directorships & Interlocks
| External Board | Role | Potential Interlock/Transaction |
|---|---|---|
| IDT Corporation | Chairman | TSA: IDT charged GNE $1,129,690 in 2024 for services; net2phone (IDT subsidiary) charges included; Genie charged IDT $132,529 for payroll allocations; balances due both ways at year-end (conflict risk) |
| Family Relationships | — | CEO Michael Stein is Jonas’s son-in-law; Director Joyce Mason is Jonas’s sister (governance independence risk) |
Expertise & Qualifications
- Founder of GNE and IDT; deep knowledge of retail energy and corporate development .
- Broad board leadership across telecom, media, and renewables; seasoned capital allocation and strategy influence .
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A Common | 1,574,326 | 100.0% | Held via Genie A. Partners L.P.; Jonas controls GP (sole manager) |
| Class B Common | 3,135,199 | 14.3% | Mix of direct, restricted, trusts, foundation holdings; excludes additional family trusts and LLC interests |
| Aggregate Voting Power | — | 69.3% | Class A: 3 votes/share; Class B: 0.1 vote/share |
| Restricted Class B (unvested held directly) | 148,332 | — | Included in Class B beneficial total |
Breakdown (Class B holdings) includes direct shares, 148,332 restricted shares, and stakes via HSJ 2022 Annuity Trust I, HSJ 2019 Remainder Trust, Debbie Y. Jonas 2018 Dynasty Trust, and Jonas Foundation; excludes certain family trusts/LLC interests as specified .
Related Party Transactions (Conflict Risk)
- IDT Transition Services Agreement: IDT (Jonas is Chairman; Jonas controls both Genie and IDT) provided services to GNE totaling $1,129,690 in 2024; Genie charged IDT $132,529; year-end balances: Genie owed IDT $155,402; IDT owed Genie $20,312 .
- Joint Real Estate Investment: In June 2024, Genie and Jonas entered into a joint real estate investment in Alpine, NJ; Genie’s investment to date is $1,227,462 .
- Family relationships: Jonas is father-in-law to CEO Michael Stein and brother of Director Joyce Mason; both relationships disclosed .
RED FLAGS: Controlling voting power, ongoing related-party services (IDT TSA), and family ties to CEO and another director, which constrain perceived independence and elevate conflict-of-interest risk .
Governance Assessment
- Board effectiveness: Clear separation with all-independent committees and a Lead Independent Director overseeing executive sessions; however, Chairman’s non-independence and family ties weaken independence optics at the full Board level .
- Alignment: Significant personal ownership including 100% of Class A and 14.3% of Class B aligns Jonas financially with shareholders, but also concentrates voting power (69.3%), limiting minority investor influence .
- Compensation structure: As non-officer Chairman, Jonas receives base salary, substantial discretionary bonus, and sizable RS grants with multi-year vesting—unusual for non-executive chairs and may be viewed as generous absent clear performance linkage disclosure; RS accelerate upon change in control, increasing payout sensitivity to corporate events .
- Conflicts and related-party exposure: The IDT TSA and joint investment create ongoing transactional ties; robust review policy exists, but magnitude and recurrence merit continued monitoring by investors .
- Attendance and engagement: Board met 7 times; all directors attended the 2024 Annual Meeting; specific individual attendance rates for Jonas not disclosed. Independent directors met ≥75% threshold, and committees conducted regular oversight .
Overall signal: Strong ownership alignment and strategic influence, counterweighted by independence limitations and recurring related-party transactions. Investors should watch committee oversight rigor, transaction reviews, and any evolution in compensation quantum/mix for the Chairman .