Joyce Mason
About Joyce Mason
Joyce J. Mason (age 65) has served on Genie Energy Ltd.’s (GNE) Board since May 2021 and has been the Company’s Corporate Secretary since the 2011 spin-off from IDT. She is an experienced attorney with prior senior governance roles at IDT, Zedge, and other affiliates; the Board has determined she is not an independent director. Mason beneficially owns 21,600 Class B shares (<1%), comprising 16,000 directly, 2,800 held by her husband, and 2,800 held by her son .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IDT Corporation | Executive Vice President; General Counsel & Corporate Secretary; Director | EVP since Dec 1998; GC/CS from inception; Director until Dec 2006 | Senior legal/governance leadership; long-tenured board service |
| IDT Telecom | Director | Dec 1999 – May 2001 | Subsidiary board oversight |
| Net2Phone | Director | Oct 2001 – Oct 2004 | Subsidiary board oversight |
| Zedge, Inc. | Director | Sep 2008 – May 2016 | Former subsidiary; board oversight |
| Private Legal Practice | Attorney | Prior to joining IDT | Legal background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zedge, Inc. | Corporate Secretary | Ongoing (post spin-off, June 2016) | Ongoing governance role at former subsidiary |
| Rafael Holdings, Inc. | Corporate Secretary | Since inception (July 2017) | Ongoing governance role at former subsidiary |
| IDW Media Holdings, Inc. | Assistant Corporate Secretary | Nov 2019 – Oct 2024 | Governance support at former subsidiary |
Board Governance
- Board size: 5 directors; all stand for annual election .
- Lead Independent Director: W. Wesley Perry; executive sessions held at every regularly scheduled Board meeting .
- Board meetings: 7 meetings in 2024; each independent director attended ≥75% of scheduled Board/committee meetings; attendance specifics for Mason not disclosed .
- Independence: A majority of nominees and all committee members are independent; Howard Jonas and Joyce Mason are not independent .
| Committee | Members | Chair | 2024 Meetings | Mason Member? |
|---|---|---|---|---|
| Audit | W. Wesley Perry; Alan Rosenthal; Allan Sass | W. Wesley Perry | 4 | No |
| Compensation | Alan Rosenthal; W. Wesley Perry | Alan Rosenthal | 5 | No |
| Corporate Governance | Alan Rosenthal; W. Wesley Perry; Allan Sass | Alan Rosenthal | 6 | No |
| Nominating | W. Wesley Perry; Alan Rosenthal | W. Wesley Perry | 1 | No |
Fixed Compensation
| Item (2024) | Amount | Notes |
|---|---|---|
| Director cash retainer | $0 | Mason “did not receive any compensation for her services as a director” |
| Director equity grant | $0 | Mason did not receive director equity; independent directors receive 2,920 restricted shares annually |
| Committee chair/member fees | $0 | Company provides no additional compensation for chair or Lead Independent roles |
| Meeting fees | $0 | Not disclosed; program structured as retainer + equity for independent directors |
| Consulting fees | Not disclosed | Mason serves as a consultant on legal/governance matters; amounts not specified |
Performance Compensation
| Compensation Feature | Detail | Applicability |
|---|---|---|
| Independent Director Annual Grant | 2,920 restricted Class B shares granted each January 5; fully vested on grant | Independent directors only; Mason is not independent |
| Cash retainer attendance threshold | $50,000 cash paid only if ≥75% attendance; option to take fully vested stock in lieu of cash | Independent directors only |
| Change-in-control treatment | Restrictions on awarded shares under the 2021 Plan lapse upon Change in Control/Corporate Transaction/Related Entity Disposition | Plan-wide; independent director grants already vest on grant |
| Options/SARs for directors | Permitted under plan; not part of standard independent director program | Plan terms; not used in 2024 director comp table |
No performance metrics (e.g., TSR, EBITDA) are tied to director compensation; independent director equity vests immediately and retainer is attendance-contingent .
Other Directorships & Interlocks
| Relationship | Entity | Nature | Potential Conflict/Interlock |
|---|---|---|---|
| Family | Howard S. Jonas | Chairman is Mason’s brother | Significant related-party/independence concern |
| Corporate Secretary | Zedge, Inc. | Former subsidiary | Governance interlock with affiliate |
| Corporate Secretary | Rafael Holdings, Inc. | Former subsidiary | Governance interlock with affiliate |
| Assistant Corporate Secretary | IDW Media Holdings, Inc. | Former subsidiary | Governance interlock with affiliate |
Expertise & Qualifications
- B.A., City University of New York; J.D., New York Law School .
- Extensive public company governance experience (Corporate Secretary/GC; director roles) .
- Board notes she adds comprehensive governance and oversight perspective and deep company knowledge .
Equity Ownership
| As of | Class | Shares Beneficially Owned | % of Class | Breakdown |
|---|---|---|---|---|
| Mar 27, 2025 | Class B | 21,600 | <1% | 16,000 directly; 2,800 husband; 2,800 son |
| Mar 29, 2024 | Class B | 21,600 | <1% | Same breakdown |
No pledging/hedging disclosures specific to Mason were found; company-wide Insider Trading Policy is referenced in the plan definitions, but hedging/pledging prohibitions were not disclosed in the proxy excerpts reviewed .
Say-on-Pay & Shareholder Feedback
| Meeting Date | Mason Election Votes For | Votes Against | Abstentions | % For | Say-on-Pay Votes For | Votes Against | Abstentions | Broker Non-Vote | % For |
|---|---|---|---|---|---|---|---|---|---|
| May 8, 2024 | 6,636,721 | 63,363 | 1,151 | 99.05% | 6,189,100 | 506,944 | 2,960 | 2,230 | 99.92% |
| May 6, 2025 | 6,526,519 | 49,056 | 2,442 | 99.25% | — | — | — | — | — |
- Frequency of future say-on-pay: Stockholders selected “Three Years”; Board adopted triennial say-on-pay (once every three years) .
Related Party Transactions
| Year | Transaction | Counterparty | Amount/Terms |
|---|---|---|---|
| 2024 | Transition Services Agreement charges to Genie for services (HR, legal, etc.) | IDT (Howard Jonas serves as Chairman; Jonas controls Genie & IDT) | $1,129,690; net2phone (IDT subsidiary) $1,089,328; Genie charged IDT $132,529 payroll allocations; YE balances: Genie owed IDT $155,402; IDT owed Genie $20,312 |
| 2024 | Joint real estate investment | Genie and Howard Jonas | Genie invested $1,227,462 to date |
| 2024 | Family relationships | Howard Jonas is father-in-law of CEO Michael Stein and brother of Joyce Mason | Governance red flag due to concentrated familial ties |
Governance Assessment
- Independence and committee seating: Mason is not independent and does not sit on the Audit, Compensation, Corporate Governance, or Nominating Committees, which are fully independent. This limits her direct role in core oversight processes .
- Familial ties and consulting role: Mason is the Chairman’s sister and serves as a Company consultant on legal/governance matters (compensation not disclosed). This combination presents potential conflicts and alignment risks, especially in areas involving oversight of related party transactions and governance policies. RED FLAG .
- Ownership alignment: Mason’s holding (21,600 Class B shares, <1%) is modest relative to outstanding shares; no pledging disclosed. Alignment is limited compared to significant insider holdings elsewhere on the Board .
- Board effectiveness signals: Lead Independent Director presides over executive sessions each regular meeting; committees are independent and active (Audit: 4 mtgs; Compensation: 5; Corporate Governance: 6; Nominating: 1), which partially mitigates independence concerns at the full Board level .
- Shareholder support: Mason’s election received very high support in both 2024 (99.05%) and 2025 (99.25%), indicating investor acceptance despite independence concerns .
Overall: While Mason contributes deep governance experience and institutional knowledge, the explicit non-independence determination and close family relationship with the Chairman, combined with an undisclosed consulting arrangement, are material governance risk indicators. Robust independent committee structures and strong shareholder support somewhat offset these concerns, but related-party monitoring should remain a focus for investors .