Irwin Katsof
IDTAbout Irwin Katsof
Irwin Katsof (age 70) is an independent director of IDT, serving since December 2024. He is founder and President of Global Capital Associates; previously Co‑Leader of a 2008 U.S. Commerce trade mission to Georgia, appointed to ITAC 6 in 2011, and founder of TradeMissions.Org in 2013. His education includes a B.A. from Loyola College—Concordia University (Montreal), Rabbinical Ordination from Yeshivat Aish HaTorah (Jerusalem), and a Master’s in Transpersonal Psychology from Atlantic University; he also completed Series 39 and 7 exams and published a 2024 business memoir (“Living Dangerously”) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Capital Associates, Inc. | Founder and President | Not disclosed | Capital advisory and networks across public/private sectors |
| U.S. Dept. of Commerce Trade Mission to Republic of Georgia | Co‑Leader | 2008 | Led with senior U.S. trade officials; international commerce engagement |
| U.S. Commerce Dept. Trade Advisory Board (ITAC 6) | Member | Appointed 2011 | Advised U.S. government on international trade policy |
| TradeMissions.Org | Founder | Formed 2013 | Organized 85 trade missions with U.S. Commerce to multiple countries |
| America’s Voices in Israel | Executive Director | 2010–2020 | Organized delegations of political/cultural leaders to Israel |
| Author | Business memoir “Living Dangerously” | 2024 | Governance/ethics perspective from entrepreneurial experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| IDW Media Holdings, Inc. (OTC: IDWM) | Director | Oct 2010–Mar 2023 | Former IDT spinoff; no current public boards disclosed |
Board Governance
- Independence: Board affirmed Katsof is independent; majority of voting members and all members of Audit, Compensation, Corporate Governance, and Nominating Committees are independent .
- Attendance: Each director attended or participated in at least 75% of Board and applicable committee meetings in FY2025 .
- Executive sessions: Held at every regularly scheduled Board meeting; presided by Lead Independent Director (Eric F. Cosentino) .
- Controlled company: IDT is a controlled company (voting control by Howard S. Jonas) but maintains fully independent Compensation and Corporate Governance Committees; the Nominating Committee is separate and independent .
| Committee | Katsof Membership | Chair Role | Meetings in FY2025 | Notes |
|---|---|---|---|---|
| Audit | Yes | Chair | 8 | Determined “financially literate”; Katsof qualifies as “audit committee financial expert” (Item 407(d)(5)) |
| Compensation | Yes | Member | 7 | All members independent; no interlocks/insider participation disclosed |
| Corporate Governance | Yes | Member | 6 | Reviews independence, conflicts, related‑person transactions |
| Nominating | No | — | 2 | Committee comprised of independent directors (Cosentino, Schorr) |
Fixed Compensation
| Component | Amount/Detail | Period | Notes |
|---|---|---|---|
| Annual cash retainer | $50,000 | FY2025 | Paid quarterly; requires ≥75% meeting attendance per quarter or CEO waiver |
| Cash earned (pro‑rated) | $37,500 | 12/12/2024–7/31/2025 | Reflects three quarters of service in FY2025 |
| Committee membership fees | $0 | FY2025 | No fees for committee service |
| Meeting fees | Not disclosed | FY2025 | Not disclosed in proxy |
| Lead Independent Director retainer | $50,000 (not applicable to Katsof) | FY2025 | Paid to Lead Independent Director (Cosentino) |
Performance Compensation
| Award Type | Grant Date | Shares | Vesting | Grant‑Date Fair Value |
|---|---|---|---|---|
| Restricted Class B shares (annual director grant) | Jan 6, 2025 | 1,053 | Vested in full upon grant | $49,991 |
| Restricted Class B shares (pro‑rata upon election) | Dec 12, 2024 | 369 | Vested in full upon grant | $19,140 |
| Total stock awards reported (FY2025) | FY2025 | — | — | $69,280 |
No director PSUs/options or performance metrics disclosed for non‑employee directors; all director restricted stock vested immediately upon grant .
Other Directorships & Interlocks
| Entity | Relationship | Overlap/Interlock |
|---|---|---|
| IDW Media Holdings (former IDT subsidiary) | Prior directorship | Historical board linkage; ended Mar 2023 |
| Compensation Committee Interlocks | None disclosed | No members served as officers/employees of IDT; no cross‑company comp committee overlaps |
Expertise & Qualifications
- International trade and policy: ITAC 6 member; led and organized numerous trade missions with U.S. Commerce .
- Relationship networks: Extensive public/private sector contacts; interpersonal skills aiding collaboration across business units .
- Regulatory/financial acumen: Series 39 and 7 exams; Audit Chair and audit committee financial expert designation .
- Communications/advocacy: Executive experience organizing influential delegations and publishing governance‑oriented work .
Equity Ownership
| Holder | Shares (Class B) | % of Class B Outstanding | Options Held |
|---|---|---|---|
| Irwin Katsof | 1,422 | <1% (“*”) | None |
As of July 31, 2025, directors did not hold options; Katsof’s director service shares total 1,422 Class B shares; all grants vested immediately upon grant .
Governance Assessment
- Strengths:
- Independent director serving as Audit Committee Chair and designated audit committee financial expert—supports rigorous oversight of financial reporting and controls .
- Broad international trade expertise and public‑private networks may add strategic perspective to IDT’s global fintech/communications businesses .
- Board processes: regular executive sessions, annual self‑assessments, and independent committee structures despite controlled company status—positive governance signals .
- Attendance threshold tied to cash retainer promotes engagement; directors achieved ≥75% attendance in FY2025 .
- Alignment:
- Director compensation mix favors equity (immediate vesting restricted stock) alongside cash retainer, with Katsof’s FY2025 compensation split $37,500 cash vs $69,280 equity; current beneficial ownership of 1,422 shares aligns incentives modestly given <1% stake .
- Risks/Red Flags to monitor:
- Controlled company environment and extensive related‑party transactions with entities affiliated with Howard S. Jonas and family (e.g., Genie, Zedge, Rafael, CTM Media Group), though overseen by Corporate Governance Committee and disclosed; no related‑party transactions disclosed involving Katsof specifically .
- Exemptions related to nominating governance structure (separate committees) may warrant continued scrutiny of board independence in practice .
- Compliance:
- Section 16(a) reporting compliance: all required insider reports were filed timely in FY2025 .
Overall, Katsof’s audit leadership, independence, attendance, and trade expertise support board effectiveness; investor confidence should focus on the robustness of committee oversight in a controlled company context and continued transparency/management of related‑party transactions (none linked to Katsof) .