Elaine S. Yatzkan
IDTAbout Elaine S. Yatzkan
Elaine S. Yatzkan is an IDT director since December 2023, age 92, with a B.A. from Barnard College and MSW/PhD from NYU School of Social Work . She practiced psychotherapy privately from 1973–2023 and was Director of Program Development at the Jewish Guild for the Blind from 1990–2010, bringing a perspective focused on diversity and promoting women in leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private practice (psychotherapy) | Psychotherapist | 1973–2023 | Long clinical practice; senior perspective to board deliberations |
| Jewish Guild for the Blind | Director of Program Development | 1990–2010 | Program development and leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy |
Board Governance
- Independence: The board determines three voting directors (Cosentino, Katsof, Schorr) are independent; Elaine S. Yatzkan is not a “non‑employee director” and thus not independent under IDT’s definition (a non‑employee director must be both independent and not an employee/consultant) . IDT is a controlled company (Howard S. Jonas controls >50% voting power), yet maintains majority-independent voting members and fully independent Compensation and Corporate Governance Committees .
- Committee assignments: Audit (Katsof—Chair; Cosentino; Schorr) held 8 meetings in FY25 ; Corporate Governance (Cosentino—Chair; Katsof; Schorr) held 6 meetings ; Nominating (Cosentino—Chair; Schorr) held 2 meetings . Elaine Yatzkan is not listed as a member of these committees .
- Attendance: Board held four regularly scheduled and a total of eight meetings in FY25; each director attended ≥75% of the aggregate of board and applicable committee meetings .
- Executive sessions and leadership: Independent directors meet in executive session at every regular board meeting; Eric F. Cosentino serves as Lead Independent Director since Dec 17, 2009 and receives an additional $50,000 cash retainer .
Fixed Compensation
- IDT’s FY25 director pay applies only to non‑employee directors; Elaine S. Yatzkan “is not a non‑employee director and does not receive any compensation for service as a member of the Board of Directors” .
| Component | FY25 Value | Notes |
|---|---|---|
| Cash retainer (Board) | $0 | Not a non‑employee director; retainer applies only to non‑employee directors |
| Committee fees | $0 | IDT does not pay committee fees to directors |
| Lead Independent Director fee | $0 | Applies to Cosentino, not Yatzkan |
| Equity awards (RS) | $0 | FY25 automatic grants apply to non‑employee directors only |
Performance Compensation
- Not applicable. No director performance‑linked compensation is disclosed for Elaine S. Yatzkan; she receives no board compensation .
Other Directorships & Interlocks
| Company | Role | Independence | Interlocks/Relationships | Notes |
|---|---|---|---|---|
| IDT Corporation | Director (nominee) | Not independent | Mother‑in‑law of Chairman Howard S. Jonas; grandmother of CEO Shmuel Jonas | Director since Dec 2023; standing for one‑year term |
Expertise & Qualifications
- Social work expertise (MSW/PhD), program development leadership, and advocacy for women in leadership, providing a diverse perspective to board oversight and market understanding .
Equity Ownership
| Metric | As of/Date | Value | Notes |
|---|---|---|---|
| Class B Common Stock beneficially owned | Oct 17, 2025 | 0 | “—” in security ownership table |
| % Ownership (Class B) | Oct 17, 2025 | 0% | Based on 23,498,265 Class B shares outstanding |
| Class A Common Stock beneficially owned | Oct 17, 2025 | 0 | “—” in table |
| Options/DSUs | Oct 17, 2025 | Not disclosed | Non‑employee directors held no options; DSUs outstanding under 2024 Plan not attributed to Yatzkan |
| Shares pledged/hedged | Oct 17, 2025 | Not disclosed | No pledging/hedging disclosed for Yatzkan |
| Form 3 (Initial) | Jan 26, 2024 | 0 shares reported | Filed upon appointment; direct ownership D = 0 |
Say‑on‑Pay & Shareholder Feedback
| Meeting/Item | Date | Votes For | Votes Against | Abstain | Broker Non‑Vote | % For |
|---|---|---|---|---|---|---|
| Election of Director: Elaine S. Yatzkan | Dec 12, 2024 | 6,040,814 | 401,492 | 1,904 | 0 | 93.74% |
| Advisory Say‑on‑Pay (NEOs) | Dec 12, 2024 | 6,380,504 | 39,146 | 24,560 | 0 | 99.01% |
| Advisory Vote on Frequency | Dec 12, 2024 | One Year: 779,604; Two Years: 6,705; Three Years: 5,573,702; Abstain 84,198; Broker Non‑Vote 11 | Majority for Three Years |
Governance Assessment
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Strengths
- Formal independent oversight: Majority of voting directors are independent; Audit, Compensation, Corporate Governance Committees are entirely independent .
- Process rigor: Independent directors meet in executive session at every regular board meeting; annual self‑assessments conducted .
- Attendance: Directors (including Yatzkan) met ≥75% attendance thresholds in FY25 across board/committee duties .
- Shareholder support: 93.74% votes for Yatzkan’s election (2024); Say‑on‑Pay received 99.01% approval .
-
Concerns and RED FLAGS
- Independence: Yatzkan is not independent under IDT’s definition of “non‑employee director,” and does not fall within the independent cohort on key committees . This limits her role in core oversight (audit/compensation/governance).
- Family interlocks: She is mother‑in‑law to the Chairman (Howard S. Jonas) and grandmother to the CEO (Shmuel Jonas), a material related‑party relationship that elevates conflict‑of‑interest risk in a controlled company .
- Ownership alignment: No beneficial share ownership reported as of Oct 17, 2025 and zero at initial Form 3 filing, providing limited “skin‑in‑the‑game” alignment .
- Controlled company dynamics: Howard S. Jonas holds 70.5% aggregate voting power, concentrating control and potentially diminishing minority shareholder influence despite committee independence .
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Engagement signals
- Formal signatory on IDT’s 10‑K in FY2024 and FY2025 and on S‑8 filings, indicating active participation in board approvals and governance documentation .
Implication: While IDT’s committee structure and independent leadership provide governance counterweights, Yatzkan’s non‑independent status and close familial ties within a controlled company framework present persistent conflict‑of‑interest optics; the absence of share ownership further weakens alignment, making committee composition and independent director leadership critical to investor confidence .