David Wartell
IDTAbout David Wartell
David Wartell, 46, is IDT’s Chief Technology Officer (since March 2018) and previously Executive Vice President – Technology for IDT Telecom (since June 2017). He holds a B.S. in Computer Engineering from Michigan State University and brings ~20 years of enterprise and cloud technology operating experience, including EVP at Idera Inc. and founder/CEO of R1soft.com. His remit spans all technology development, planning, resource allocation, uptime/reliability, and support for technology-focused business units. IDT’s executive goals tie incentive pay to company-wide financial targets (revenue, gross profit, EBITDA less capex, cost reductions) and business-unit KPIs, plus technology uptime/stability improvements; specific TSR/revenue/EBITDA growth outcomes for his awards are not disclosed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IDT Corporation | Chief Technology Officer | Mar 2018–present | Leads all technology development; planning and resource allocation; uptime/reliability improvements supporting business-unit performance. |
| IDT Telecom (IDT) | EVP – Technology | Jun 2017–present | Technology leadership across telecom operations; supports execution of company and unit-level goals, including uptime and internal reporting. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Idera Inc. | Executive Vice President | — | EVP at a large private B2B software vendor with >50,000 customers; enterprise software operating experience. |
| R1soft.com | Founder and CEO | — | Built a leading cloud backup and disaster recovery software provider (founder/operator credibility). |
| Large cloud service providers | Operations leader | — | Ran operations for major cloud service providers; scaled infrastructure experience. |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 300,000 | 300,000 | 300,000 |
Notes:
- The company disclosed base salary levels for NEOs and stated no changes from prior-year base levels; Mr. Wartell’s base salary is $300,000 per annum.
Performance Compensation
Annual Cash Bonus
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Cash Bonus ($) | 150,000 | 185,000 | 195,000 |
- Narrative basis: As CTO, Wartell’s bonus reflects managing technology development, planning goals, resource allocation, and delivering new product/enhancement and backend efficiency improvements aligned to competitive differentiation and reliability.
Equity Awards (Grant-date value and structure)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Stock Awards – Grant-Date Fair Value ($) | 421,200 (DSUs + restricted stock) | — | — |
| Option Awards – Grant-Date Fair Value ($) | — | — | — |
| All Other Compensation ($) | — | 800 | 3,275 |
| Total Compensation ($) | 871,200 | 485,800 | 498,275 |
- FY23 equity detail (footnote 12):
- 7,000 DSUs (Dec 5, 2022) and 3,000 DSUs (May 16, 2023) with share delivery between 0.5x and 2.0x per DSU based on stock price tiers; original vestings in May 2023/Feb 2024/Feb 2025 with deferrals elected by Wartell into Feb 2025. Also 8,000 restricted shares vesting only if the stock closes >$50 for 10 consecutive trading days prior to Feb 25, 2025 (achieved Dec 5, 2024).
Performance Metrics Framework and Payout Linkage (company-set)
| Fiscal Year | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| FY 2024 | Consolidated revenue, profitability; EBITDA less capex; FCF; cost-cutting | Not disclosed | Committee-set (not disclosed) | Not disclosed | $185,000 cash bonus | Cash |
| FY 2024 | Business-unit KPIs (Boss PINLESS, IDT Global, Mobile Top-Up, Boss Money, net2phone, NRS); uptime/security; AI initiatives | Not disclosed | Committee-set (not disclosed) | Not disclosed | Included in $185,000 cash bonus | Cash |
| FY 2025 | Consolidated revenue, gross profit, EBITDA less capex; cost reductions | Not disclosed | Committee-set (not disclosed) | Not disclosed | $195,000 cash bonus | Cash |
| FY 2025 | Business-unit KPIs (including NRS POS/Pay growth, net2phone seats/channels/uptime, Boss Money efficiency/licensing, Traditional Comms integration/eSIM); technology uptime/reporting | Not disclosed | Committee-set (not disclosed) | Not disclosed | Included in $195,000 cash bonus | Cash |
Equity Ownership & Alignment
Beneficial Ownership (as of Oct 17, 2025)
| Holder | Class B Shares Beneficially Owned | % of Class B | Notes |
|---|---|---|---|
| David Wartell | — | — | Proxy shows no beneficial ownership; methodology includes options exercisable and DSUs vesting within 60 days. |
Vesting Realizations in FY 2025
| Award Type | Shares Acquired Upon Vesting (#) | Shares Withheld for Taxes (#) | Value Realized ($) |
|---|---|---|---|
| DSUs (2022/2023 grants) | 14,374 | 3,639 | 715,394 |
| Restricted Stock (8,000 shrs – price condition) | 8,000 | 1,948 | 426,400 |
Award Structures and Schedules (key grants)
| Grant | Grant Date | Type | Original Vesting | Performance/Price Condition | Outcome |
|---|---|---|---|---|---|
| 7,000 DSUs | Dec 5, 2022 | DSU (0.5–2.0 shares/DSU based on price tiers) | ~1/3 May 2023; ~1/3 Feb 2024; ~1/3 Feb 2025 | Price thresholds tied to % of grant date value (half to 2x); tiered mapping | Vested 2,334 DSUs in May 2023 for 2,918 shares; deferred 2,333 DSUs from Feb 2024 to Feb 2025; on Feb 25, 2025 received 8,749 shares for remaining 4,666 DSUs. |
| 3,000 DSUs | May 16, 2023 | DSU (0.5–2.0 shares/DSU) | 2/3 Feb 2024; 1/3 Feb 2025 | Same price-tier mapping | Deferred 2/3 from Feb 2024 to Feb 2025; on Feb 25, 2025 received 5,625 shares. |
| 8,000 Restricted Shares | May 16, 2023 | Restricted stock | Cliff vest | Stock must close >$50 for 10 consecutive trading days before Feb 25, 2025 | Condition satisfied Dec 5, 2024; vested in full. |
Policies and alignment:
- Awards are subject to company stock ownership, securities trading, and anti-hedging policies; awards/rights are non-pledgeable/non-transferable (subject to specified estate planning exceptions). A clawback policy applies to awards, and awards subject to legal/exchange-mandated recovery will be clawed back as required.
- The 2024 Equity Incentive Plan permits option/SAR repricing without stockholder approval (governance risk indicator).
Employment Terms
| Term | Status / Economics | Source |
|---|---|---|
| Employment agreement | None – Mr. Wartell is not party to an employment agreement with IDT or subsidiaries. | |
| Severance plan eligibility | Covered by company Severance Plan (amended and restated Feb 19, 2019). | |
| Termination without cause (illustrative payout as of Jul 31, 2025) | $92,308 (per Severance Plan formula). | |
| Change-in-control treatment | No specific CIC payout disclosed; table shows no accelerated value for his restricted shares/DSUs as of Jul 31, 2025. | |
| Clawback policy | Awards subject to current/future clawback policies and any law/stock exchange requirements. | |
| Anti-hedging/trading policy | Awards subject to stock ownership, securities trading, and anti-hedging policies. | |
| Pledging | Awards/rights cannot be pledged or encumbered; transfer limited (shares underlying awards remain subject to insider trading policy). | |
| Option/SAR repricing | Permitted without stockholder approval under plan. |
Additional Observations on Compensation Structure
- Pay mix: In FY2024–FY2025, compensation was predominantly cash (salary + bonus) with no new equity awards reported for Wartell; significant equity value realized in FY2025 related to 2022–2023 grants.
- Performance tie-ins: The Compensation Committee set detailed financial (revenue, gross profit, EBITDA less capex, cost cuts) and operational goals (unit KPIs; uptime/stability) for FY2024–FY2026; individual metric weightings/targets and payout curves for Wartell are not disclosed.
Investment Implications
- Alignment and retention: Beneficial ownership is reported as zero as of Oct 17, 2025 despite substantial FY2025 equity vesting (net share settlement/tax withholding reduced delivered shares), which could indicate lower ongoing “skin in the game”; absence of an employment agreement and a modest severance estimate ($92,308) may increase retention risk for a key technical leader. Monitor new DSU grants under the Sept 18, 2025 Equity Growth Program for fresh retention hooks and Form 4s around vesting windows.
- Pay-for-performance: Cash bonus increases (from $150k in FY2023 to $195k in FY2025) correspond with narratives emphasizing new product/enhancement delivery and backend reliability gains aligned to company financial/operational goals, but lack of disclosed weighting/targets limits visibility into pay-for-performance rigor.
- Overhang/governance: The equity plan allows option/SAR repricing without stockholder approval, a governance red flag. Ensure any future grants to Wartell avoid repricing and reflect stringent performance conditions.
Key monitoring items: upcoming equity grants and vesting schedules under the 2025 Equity Growth Program; insider transactions around vesting events; any changes to severance/CIC protections for technology leadership; and disclosure of executive ownership guidelines/compliance.
Sources:
- IDT DEF 14A (Oct 30, 2025) – biography, compensation tables, equity plan, goals, ownership, and severance/CIC disclosures. **[1005731_0001493152-25-020225_formdef14a.htm:61]** **[1005731_0001493152-25-020225_formdef14a.htm:36]** **[1005731_0001493152-25-020225_formdef14a.htm:30]** **[1005731_0001493152-25-020225_formdef14a.htm:29]** **[1005731_0001493152-25-020225_formdef14a.htm:25]** **[1005731_0001493152-25-020225_formdef14a.htm:41]** **[1005731_0001493152-25-020225_formdef14a.htm:48]** **[1005731_0001493152-25-020225_formdef14a.htm:16]** **[1005731_0001493152-25-020225_formdef14a.htm:50]** **[1005731_0001493152-25-020225_formdef14a.htm:44]** **[1005731_0001493152-25-020225_formdef14a.htm:82]** **[1005731_0001493152-25-020225_formdef14a.htm:83]** **[1005731_0001493152-25-020225_formdef14a.htm:26]** **[1005731_0001493152-25-020225_formdef14a.htm:34]**