Bill Pereira
IDTAbout Bill Pereira
Bill Pereira (age 60) is President and Chief Operating Officer of IDT and serves as an ex-officio (non-voting) director; he has been President/COO since January 1, 2018 and previously served as CFO (2009–2011) and CEO/President of IDT Telecom (2011–2017). He holds a B.S. from Rutgers University and an MBA from NYU Stern and earlier worked at Prudential Financial, SBC Warburg, and UBS . Company performance under his senior leadership has featured strong pay-for-performance alignment: in FY2025 consolidated gross profit grew 14% YoY, income from operations grew 55% YoY, and diluted EPS rose to $3.01 from $2.54; IDT’s TSR (value of $100 invested July 31, 2020) reached $911.46 by FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IDT Corporation | President & COO | 2018–present | Oversaw day-to-day operations, directed divisional management across Fintech and Traditional Communications; shaped growth strategies and executed milestones tied to equity/bonus awards . |
| IDT Telecom (subsidiary) | CEO & President | 2011–2017 | Led unit through secular declines in per‑minute calling, mitigated impact on segment bottom line; advanced growth businesses . |
| IDT Corporation | CFO; Treasurer | CFO 2009–2011; Treasurer 2009–2010 | Principal finance roles during strategic redirection; budgeting, planning, investor communications . |
| Winstar Communications (IDT subsidiary) | CFO; SVP Finance | ~2002–2006 | Financial leadership post‑acquisition integration . |
| IDT Corporation | EVP Finance | 2008–2009 | Financial reporting, budgeting, planning . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prudential Financial | Finance roles | Prior to 2001 | Capital markets/financial expertise . |
| SBC Warburg | Finance roles | Prior to 2001 | Investment banking experience . |
| UBS | Finance roles | Prior to 2001 | Global finance background . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 500,000 | 500,000 |
| Target Annual Bonus ($) | 300,000 (per agreement) | 300,000 (per agreement) | 300,000 (per agreement; $150k deemed satisfied via equity grants) |
| All Other Compensation ($) | 2,000 (401(k) match) | 2,000 (401(k) match) | 22,063 (401(k) match + DSU dividend equivalents) |
Performance Compensation
| Metric | Target | Actual | Payout | Vesting/Mechanics | Period |
|---|---|---|---|---|---|
| Company-wide financial goals (Revenue, Gross Profit, EBITDA less capex, cost reduction) | Board-approved FY targets | 98%–132% of targets achieved; segments substantially met goals | Discretionary bonus driven by overall results | Bonuses based on subjective assessment of contribution to enumerated goals | FY2025 |
| Segment goals – NRS (network growth, ad/data sales, tech enhancements) | Specific KPIs for POS network, NRS Pay, ad/data growth | 99%–101% of KPI targets; 86% of ad/data target; >90% of tech goals | Included in bonus determination | N/A (cash bonus) | FY2025 |
| Segment goals – net2phone (accounts growth, uptime, AI) | Domestic/international growth, marketing/channel, uptime KPIs | 90%–100% of targets; integrated platforms; stability/uptime 90%–100% | Included in bonus determination | N/A (cash bonus) | FY2025 |
| Segment goals – BOSS Money (payout costs, anti‑fraud, corridors) | Cost reduction, fraud mitigation, corridor expansion | Lowered payout costs; anti‑fraud ≥85% targets; expanded corridors | Included in bonus determination | N/A (cash bonus) | FY2025 |
| 2024 Company-wide goals (profitability, FCF, EBITDA less capex, cost cuts) | Board-approved FY targets | Substantially achieved; minor shortfalls offset by overachievement | Discretionary bonus ↑ ~4.1% YoY | N/A (cash bonus) | FY2024 |
| Milestone Bonus – Restricted Stock | Milestones in employment agreement | Achieved milestones in FY2024 and FY2025 | 39,155 RS each in FY2024 & FY2025; plus $500,000 bonus in FY2025 | Restricted shares vested in full upon grant | FY2024–FY2025 |
| DSU Growth Program (2015/2024 Plans) | Price-linked DSUs with deferral option | FY2025: 23,500 DSUs vested to 44,063 shares; FY2023 award (30,000 DSUs) vested to 56,250 shares | Equity realization based on market price at vest | DSUs issue 0.5–2.0 shares per unit depending on price thresholds; holder may defer vesting | FY2023–FY2025 |
Multi‑Year Executive Compensation Summary (Bill Pereira)
| Component ($) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | 500,000 | 500,000 | 500,000 |
| Bonus (cash portion noted) | 340,500 (cash 340,500; $150k DSUs contingent on amended agreement) | 350,000 (cash 350,000; remainder via DSUs) | 925,000 (cash $425,000; remaining via prior DSU issuance; plus $500,000 milestone bonus noted in narrative) |
| Stock Awards (grant-date fair value) | 816,000 (30,000 DSUs, Growth Program) | 2,293,930 (39,155 RS + 23,500 DSUs) | 1,824,231 (39,155 RS) |
| All Other Compensation | 2,000 | 2,000 | 22,063 |
| Total Compensation | 1,658,500 | 3,145,930 | 3,271,294 |
Equity Awards, Vesting, and Potential Selling Pressure
| Award Type | Grant Date | Quantity/Terms | Vesting Outcome | Tax Withholding | Notes |
|---|---|---|---|---|---|
| Restricted Stock (RS) | 10/16/2024 | 39,155 Class B shares | Vested in full upon grant | 19,979 shares withheld for taxes; value realized $1,862,063 | Milestone-triggered per employment agreement |
| DSUs (Growth Program) | 12/05/2022 | 30,000 DSUs (0.5–2.0 shares per DSU based on price thresholds) | Vested 02/25/2025 into 56,250 shares; holder had deferred prior tranches | N/A in table; realized upon vest | Price bands from 50% to 200% of grant-date value drive share multiple |
| DSUs (Growth Program) | 01/12/2024 | 23,500 DSUs (0.5–2.0 shares per DSU; holder deferred 02/2024 tranche) | Vested 02/25/2025 into 44,063 shares | N/A in table; realized upon vest | Deferral increased exposure to higher share multiple |
| Outstanding Equity at FY-end | 07/31/2024 | 30,000 DSUs + 23,500 DSUs outstanding | — | Market value $1,146,900 + $898,405 at $38.23 close | — |
| Outstanding Equity at FY-end | 07/31/2025 | None reported for Pereira | — | — | Indicates FY2025 vesting cleared balances |
Implication: Large equity vestings in FY2025 (total >100K shares) create potential supply from tax-withholding and subsequent portfolio rebalancing; withheld 71,072 shares for taxes across RS/DSU events suggest immediate treasury absorption while net share inflow to Pereira increased beneficial holdings .
Equity Ownership & Alignment
| As of Date | Direct Ownership | 401(k) Shares | Total Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|---|---|
| Oct 18, 2024 | 40,000 | 3,494 | 43,494 | <1% | Excludes subsidiary stakes; net2phone 0.3% not counted in IDT table (4). |
| Oct 17, 2025 | 42,500 | 3,472 | 45,972 | <1% | Excludes subsidiary stakes; net2phone 0.3% not counted (5). |
No pledging or hedging disclosures for Pereira were noted; executive stock ownership guidelines are not disclosed in the proxy .
Employment Terms
| Term | Provision | Economics/Duration | Triggers |
|---|---|---|---|
| Base Salary | $500,000 per year | Ongoing | Employment agreement |
| Target Bonus | $300,000; $150,000 deemed satisfied via equity grants | Annual | Compensation Committee approval |
| Milestone Contingent Bonuses | RS grants of 39,155 shares in FY2024 and FY2025; $500,000 cash bonus in FY2025 | Upon defined financial milestones | Employment agreement milestones |
| Severance | $800,000 | Paid half within ~10 days, half over six months | Termination without cause; resignation for good reason; death/disability; change-in-control deemed good reason |
| Equity Acceleration | All incentives vest; restrictions lapse | Upon qualifying termination or change-in-control | Agreement + plan terms |
| Non-compete | 1 year post-termination | Geographic/industry scope not specified in proxy | Agreement |
| Agreement Term | Through Jan 31, 2027 (unless terminated) | Includes pro‑rated FY2027 target bonus if employment ends due to expiry without continuation | Pereira Agreement (Amended & Restated 12/21/2023) |
Board Governance and Service
- Status: Ex-officio (non-voting) director since March 24, 2021; previously a voting director from October 31, 2011 to March 2021 .
- Committee roles: None (committees comprised solely of independent directors) .
- Independence: Not a non-employee (independent) director; IDT is a controlled company led by Chairman Howard S. Jonas; Board maintains independent committees to balance governance .
- Board attendance: The Board held eight meetings in FY2025; directors attended ≥75% of meetings; executive sessions of independent directors at each regular meeting (presided by Lead Independent Director) .
- Director compensation: As an executive and ex-officio director, Pereira does not receive director compensation .
Dual-role implications: As President/COO and ex-officio director in a controlled company, formal independence concerns are mitigated by independent Audit/Compensation/Governance/Nominating committees; however, he participates in management deliberations and milestone-linked self-execution, warranting ongoing monitoring for alignment and potential related-party influence within a controlled governance structure .
Performance & Track Record
- Company achievements tied to Pereira’s operational leadership include significant YoY improvements in FY2025 (Gross Profit +14%, Operating Income +55%) and continued growth across NRS, net2phone, and BOSS Money segments .
- TSR: $100 invested July 31, 2020 grew to $911.46 by FY2025; non-PEO NEO compensation also tracks share performance through DSU design and vesting .
- Narrative: Pereira oversaw day-to-day operations, cost management, and strategic growth initiatives; he helped mitigate secular declines in Traditional Communications and advanced Fintech/network expansions .
Compensation Structure Analysis
- Mix shift toward equity: Material DSU and RS grants with price-linked outcomes and milestone-triggered RS indicate strong at-risk pay element tied to stock performance .
- Use of RS over options: Pereira’s awards are RS/DSUs; no option awards disclosed for Pereira in FY2023–FY2025, lowering exercise-price risk while emphasizing price-conditional DSUs .
- Discretionary bonuses: Committee uses subjective assessments against detailed operational and financial goals; FY2025 bonuses rose ~12.65% YoY in aggregate for executives amid broad goal achievement .
- Equity modification/repricing: No option repricings disclosed; DSU mechanics are pre-set price bands; vesting deferral is holder-elected, not a repricing .
Related-Party Transactions and Red Flags
- The proxy discloses multiple related-party transactions primarily involving the Jonas family and spun-off entities (Genie, Zedge, Rafael); no specific related-party transactions attributed to Pereira .
- Section 16 compliance: FY2025 timely filings; FY2024 noted late filings for other executives (not Pereira) .
- Controlled company structure: Governance mitigants include fully independent Compensation and Corporate Governance committees despite controlled status .
Director Compensation (for context; Pereira receives none)
| Item | FY2025 Amount |
|---|---|
| Annual Board Retainer (non-employee directors) | $50,000 |
| Lead Independent Director Retainer | $50,000 |
| Equity Grant (RS) | 1,053 shares; ~$49,991 grant-date value (Jan 6, 2025) |
| Committee Fees | None |
Equity Ownership & Outstanding Awards (Group context)
- As of FY2025 fiscal year-end, Pereira had no outstanding awards; other NEOs had options/DSUs; the plans retain share reserves (2024 Plan had ~23,934 shares remaining as of July 31, 2025; DSUs draw against pool upon vesting) .
Investment Implications
- Alignment: Strong pay-for-performance via price-linked DSUs and milestone-triggered RSs aligns Pereira’s incentives with shareholder returns; 2025 TSR and financial metrics validate performance linkage .
- Retention and change-in-control: Agreement through Jan 31, 2027 with $800k severance and equity acceleration reduces near-term retention risk; change-in-control treated as good reason may accelerate equity—monitor potential overhang around corporate events .
- Selling pressure: FY2025 vesting of ~100K+ shares and tax-withholding of ~71K shares suggests immediate supply absorption; continued DSU program could create periodic liquidity events—watch Form 4s and vesting calendars for timing around earnings or blackout windows .
- Governance: Controlled company oversight by independent committees mitigates dual-role risks; nonetheless, independence and related-party dynamics warrant a governance discount in valuation multiples for some investors .
- Execution risk: Ongoing goals emphasize AI deployment, network expansion, and cost control; delivery against FY2026 segment targets (NRS, net2phone, Money Remittance, Traditional Communications) is critical to sustain margin and EPS trajectory .
Overall: Pereira’s compensation is heavily equity-linked with explicit milestone triggers and price-conditioned DSUs, supporting alignment. Retention is solid through 2027; monitor vesting/withholding cycles and any change-in-control developments for potential trading signals. Governance remains balanced through independent committees despite controlled status .