Eric F. Cosentino
IDTAbout Eric F. Cosentino
Eric F. “Rev.” Cosentino, age 68, is an independent director at IDT and the Board’s Lead Independent Director since December 17, 2009. He has served on IDT’s Board since February 2007. He holds a B.A. from Queens College and a M.Div. from General Theological Seminary, earned an NACD Governance Fellowship in 2014, and was an NACD member from 2009–2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Episcopal Church of the Divine Love (Montrose, NY) | Rector | 1987–2014 | Long-tenured leadership role |
| St. Elizabeth’s Episcopal Church (Ridgewood, NJ) | Curate (assistant) | Began 1984 | Early ministerial leadership |
| IDT Entertainment (former subsidiary) | Director | Through 2006 (sold to Liberty Media) | Governance experience in IDT subsidiary |
| Publications (Episcopal New Yorker; Care & Community; Evangelical Journal) | Author/Reviewer | Various | Thought leadership and communication |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zedge, Inc. (former IDT subsidiary) | Director | Sep 2008–May 2016 | Spin-off in 2016 |
| Evangelical Fellowship Anglican Communion of New York | Board of Directors | Not disclosed | Non-profit governance |
| National Association of Corporate Directors (NACD) | Member | 2009–2021 | NACD Governance Fellowship (2014) |
Board Governance
- Lead Independent Director since December 17, 2009; presides over executive sessions held at every regularly scheduled Board meeting .
- Committee roles:
- Compensation Committee: Chair; 7 meetings in Fiscal 2025; all members independent .
- Corporate Governance Committee: Chair; 6 meetings in Fiscal 2025; oversees independence and related person transactions .
- Nominating Committee: Chair; 2 meetings in Fiscal 2025; all members independent .
- Audit Committee: Member; Chair is Irwin Katsof; 8 meetings in Fiscal 2025; all members independent; Katsof designated “financial expert” .
- Independence: Board determined Cosentino is independent; majority of voting Board and all committee members independent despite IDT’s “controlled company” status .
- Attendance: Each director attended or participated in 75%+ of Board and committee meetings in Fiscal 2025; Board held 4 regularly scheduled and 8 total meetings .
Fixed Compensation
| Component | Amount | Timing/Terms |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Paid quarterly, subject to 75% attendance threshold (CEO may waive for mitigating circumstances) |
| Lead Independent Director retainer (cash) | $50,000 | Paid quarterly |
| Equity grant (restricted Class B shares) | 1,053 shares; $49,991 value | Granted Jan 6, 2025; vested immediately; value based on avg high/low prior trading day |
| Fiscal 2025 compensation (reported) | Fees: $100,000; Stock awards: $50,291; Total: $150,291 | As disclosed in Director Compensation Table |
- Committee fees: None; meeting fees: Not paid .
Performance Compensation
- Directors do not have performance-based bonuses at IDT. Equity grants to non-employee directors vest immediately upon grant; no performance metrics or vesting hurdles are disclosed for directors .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Notes |
|---|---|---|
| Zedge, Inc. | Former public company director (2008–2016) | Zedge spin-off related to IDT; no current directorship noted |
| IDT Entertainment | Former subsidiary board member | Sold to Liberty Media in 2006; historical role |
| Non-profit board service | Evangelical Fellowship Anglican Communion of New York | No commercial conflict indicated |
- No current public company directorships disclosed beyond IDT .
Expertise & Qualifications
- Governance expertise: NACD Governance Fellowship (2014) and long-term NACD membership .
- Leadership and stakeholder engagement: Nearly three decades as Rector; board leadership as Lead Independent Director; chairs key committees (Compensation, Corporate Governance, Nominating) .
- IDT-specific knowledge: 18+ years Board tenure and prior subsidiary governance experience .
Equity Ownership
| Metric | Details |
|---|---|
| Beneficial ownership | 53 shares of Class B Common Stock; less than 1% ownership; no Class A or options reported |
| Shares held from director service (as of July 31, 2025) | 253 shares of Class B Common Stock granted for board service; non-employee directors held no options |
| Pledging/Hedging | No pledging or hedging by Cosentino disclosed |
| Ownership guidelines | Not disclosed for directors in the proxy |
Governance Assessment
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Strengths
- Independent oversight: Lead Independent Director since 2009; presides over executive sessions at every regularly scheduled Board meeting, reinforcing independent deliberation .
- Committee leadership: Chairs Compensation, Corporate Governance, and Nominating—central to pay practices, independence, conflicts review, and board composition, enhancing governance rigor .
- Independence affirmed: Board and key committees comprised entirely of independent directors notwithstanding controlled company status .
- Attendance and engagement: Met required attendance thresholds; multiple committee meetings indicate active governance cadence .
-
Alignment and incentives
- Cash pay is modest and formulaic (retainer + lead independent retainer); equity grants are small, immediate-vesting restricted shares—providing some alignment but limited at-risk structure for directors .
- Beneficial ownership is de minimis (<1%); no director stock options—skin-in-the-game is limited, though this is typical for small-cap controlled structures .
-
Potential conflicts and risk indicators
- Controlled company risk: Howard S. Jonas controls >50% voting power; extensive related-party transactions across spun entities (Genie, Zedge, Rafael) and family relationships elevate inherent governance risk. Mitigation: independent committee structure and Corporate Governance Committee oversight of related person transactions .
- No Cosentino-specific related-party transactions or conflicts disclosed in the proxy .
- Committee fees not paid, removing potential incentive distortions; executive sessions held every regularly scheduled meeting improve oversight quality .
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RED FLAGS (monitor)
- Controlled company structure with concentrated voting power and multiple related-party transactions involving affiliates of the Chair and family—requires ongoing vigilance by independent leadership (Cosentino’s committees oversee these risks) .
- Low director ownership: beneficial stake is minimal (53 shares), which may temper alignment; consider encouraging more robust director shareholding guidelines if not already in place (not disclosed) .
Overall, Cosentino’s long tenure, independent status, and leadership of key governance committees are positives for board effectiveness in a controlled company context. Continued rigorous oversight of related-party dealings and evaluation of director ownership alignment would help bolster investor confidence .