Howard S. Jonas
IDTAbout Howard S. Jonas
Founder and controlling shareholder of IDT (founded 1990), Howard S. Jonas serves as Chairman (executive officer) and Chairman of the Board; he previously served as IDT CEO (1991–2001; 2009–2013). He holds a B.A. in Economics from Harvard University and is age 69. In FY2025, IDT reported diluted EPS of $3.01 vs. $2.54 in FY2024, with consolidated gross profit up 14% and income from operations up 55%; IDT’s cumulative TSR from a hypothetical $100 invested at 7/31/2020 reached $911.46 by FY2025 (vs. $588.83 in FY2024). Howard’s compensation is primarily fixed salary with no FY2023–FY2025 bonus; alignment comes via substantial equity control (70.5% aggregate voting power).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IDT Corporation | Chairman of the Board; Chairman (executive officer) | Chairman of Board since inception; Chairman since Sep 2022 | Provides leadership link between management and Board; central to oversight and governance structure. |
| IDT Corporation | Chief Executive Officer | 1991–2001; Oct 2009–Dec 2013 | Led company operations and strategy over two CEO tenures. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Genie Energy Ltd. | Chairman; CEO | Chairman since Oct 2011 spin-off; CEO Jan 2014–Nov 2017 | Ongoing board leadership of former IDT subsidiary. |
| Zedge, Inc. | Chairman; Vice Chairman | Chairman Jun–Nov 2016; Vice Chairman since Nov 2016 | Continued board role at former IDT subsidiary. |
| Rafael Holdings, Inc. | Chairman; CEO | Chairman since Mar 2018 spin-off; CEO until May 2021 | Chairs former IDT subsidiary; prior executive leadership. |
| IDW Media Holdings, Inc. | Chairman; CEO | Chairman since Sep 2009; CEO Feb 2019–Apr 2020; Chairman since Jun 2022 | Longstanding board leadership; brief executive tenure. |
| Rafael Pharmaceuticals, Inc. | Director; Chairman of the Board | Director since Apr 2013; Chairman since Apr 2016 | Board leadership at pharmaceutical company. |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 250,000 | 250,000 | 250,000 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | — | — | — |
| All Other Compensation ($) | — | — | — |
| Total ($) | 250,000 | 250,000 | 250,000 |
Notes:
- Base salary under Fifth Amended & Restated Employment Agreement is $250,000 per annum; discretionary bonuses permissible but none paid in FY2023–FY2025.
Performance Compensation
- No performance bonus paid for FY2023–FY2025; no disclosed performance equity awards for Howard during these years.
- Compensation Committee sets detailed financial/operational goals each year (revenue, gross profit, EBITDA less capex, segment KPIs), but Howard’s pay did not include bonus payouts tied to these metrics in FY2023–FY2025.
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| N/A for Howard S. Jonas (no FY2023–FY2025 bonus or performance equity paid) | — | — | — | — | — |
Equity Ownership & Alignment
| Class | Shares Beneficially Owned | % of Class | Aggregate Voting Power Contribution |
|---|---|---|---|
| Class A Common | 1,574,326 (owned by IDT A Partners, L.P.) | 100% | 3 votes/share; contributes majority of voting power |
| Class B Common | 2,630,104 (direct + Jonas Foundation + 2019 Remainder Trust + Chartwell Holding LLC + Debbie Jonas 2018 Dynasty Trust + 401(k)) | 17.9% | 0.1 votes/share |
| Aggregate Voting Power | — | — | 70.5% combined voting power |
Additional details:
- Holdings exclude certain family foundations and trusts where Howard does not exercise voting/investment control, plus minority stakes in IDT subsidiaries (net2phone 2.0, National Retail Solutions).
- No outstanding options or unvested awards reported for Howard at FY2025 year-end; therefore limited forced-selling from vesting events.
- Director compensation does not apply to Howard (not a non-employee director).
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Fifth Amended & Restated Employment Agreement effective Jan 1, 2021; initial term through Dec 31, 2021, auto-extends annually unless notice given. |
| Base Salary | $250,000 per annum. |
| Bonus | Discretionary, approved by CEO or Compensation Committee. |
| Severance | Lump-sum equal to 12 months base salary upon death/disability; termination without cause; or voluntary termination for “good reason” (includes change in control). |
| Equity Acceleration | Any unvested restricted shares or other equity awards granted in connection with service vest upon termination events above (i.e., double-trigger via CIC + termination). |
| Non-Compete | One year post-termination; exception if termination is for good reason or by Company other than for cause. |
| Severance Plan | Company-wide Severance Plan governs baseline severance unless specific agreement provides greater benefit. |
Board Governance
- Controlled company: more than 50% of voting power controlled by Howard S. Jonas; IDT nevertheless maintains majority independent voting directors and fully independent Compensation and Corporate Governance Committees.
- Committees: Audit (Chair: Irwin Katsof), Compensation (Chair: Rev. Eric F. Cosentino), Corporate Governance (Chair: Rev. Eric F. Cosentino), Nominating (Chair: Rev. Eric F. Cosentino); all composed of independent directors.
- Lead Independent Director presides over executive sessions at every regularly scheduled Board meeting; current Lead Independent Director: Eric F. Cosentino (since Dec 17, 2009).
- Attendance: Board held 4 regular and 8 total meetings in FY2025; each director participated in ≥75% of regularly scheduled Board and committee meetings.
- Howard is an executive director (Chairman) and is not classified as a non-employee director.
Related Party Transactions (FY2025)
| Counterparty | Relationship | Nature | Amounts |
|---|---|---|---|
| Genie Energy Ltd. | Former subsidiary; Howard is Chairman and controlling interest; son-in-law CEO | IDT provides services under TSA; Genie provides services to IDT | Genie paid IDT ≈ $1,068,667; IDT paid Genie ≈ $157,425; balances due at FY-end Genie owed IDT ≈ $211,831; IDT owed Genie ≈ $10,985. |
| Zedge, Inc. | Former subsidiary; Howard is director/Vice Chairman; son Michael Jonas is Chairman/controlling stockholder | IDT provides legal services; Consulting services from Zedge to IDT | Zedge paid IDT $126,000; IDT paid Zedge $86,000; Zedge owed IDT $1,000 at FY-end. |
| Rafael Holdings, Inc. | Former subsidiary; Howard is Chairman and controlling interest | IDT provides services under TSA; IDT leases Jerusalem office from Rafael | IDT billed Rafael $275,323; IDT paid Rafael $370,000 rent; balances due at FY-end Rafael owed IDT $59,460; IDT owed Rafael $92,725. |
| CTM Media Group | Entity owned by Howard S. Jonas | Marketing relationship with NRS (IDT subsidiary) | NRS billed CTM $532,667; CTM owed NRS $532,667 at FY-end. |
| Alexander Mason | Son of General Counsel (Joyce Mason) | Exchange of NRS shares for IDT Class B shares | IDT exchanged 127,500 NRS shares for 7,685 IDT Class B shares (valued at $395,250). |
Governance: Related person transactions are reviewed and approved by the Corporate Governance Committee under a formal policy.
Stock Performance and Pay vs. Performance
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| TSR: $100 Investment Value ($) | 764.87 | 399.85 | 364.36 | 588.83 | 911.46 |
| Net Income ($) | 96,891,000 | 29,005,000 | 44,366,000 | 68,264,000 | 81,139,000 |
Operational Highlights (FY2025):
- Consolidated gross profit +14% YoY; income from operations +55% YoY; diluted EPS $3.01 vs $2.54; cash from operations increased YoY.
Investment Implications
- Alignment and Control: Howard’s $250k fixed salary and no recent bonuses indicate limited pay-for-performance leverage; alignment is primarily via 70.5% aggregate voting control and substantial equity ownership (100% of Class A; 17.9% of Class B), which concentrates governance power and can influence strategic and capital allocation outcomes.
- Governance Risk Mitigants: Despite controlled-company status, independent committees and a Lead Independent Director conducting executive sessions at each regular meeting provide checks; however, dual role as Chairman/executive and controlling shareholder warrants heightened scrutiny of related-party dealings.
- Selling Pressure: No outstanding options/RSUs for Howard at FY2025 year-end; absence of scheduled vesting suggests minimal near-term insider selling pressure from award settlements.
- Contract Economics: Double-trigger equity acceleration and 12 months’ salary severance upon CIC-linked termination/death/disability; 1-year non-compete. Economics are modest relative to founder status, indicating low severance inflation risk.
- Performance Track Record: Strong FY2025 operating momentum and multi-year TSR appreciation (FY2025 cumulative $911.46 on $100 base) support value-creation narrative; monitor continued execution in high-margin growth segments vs. traditional communications headwinds.