Joyce J. Mason
IDTAbout Joyce J. Mason
Joyce J. Mason is Executive Vice President, General Counsel and Corporate Secretary of IDT, roles she has held since the company’s inception; she has served as an EVP since December 1998 and previously sat on IDT’s Board until December 2006 . She is 66 years old and holds a B.A. from the City University of New York and a J.D. from New York Law School . During her tenure, IDT’s five-year total shareholder return (value of a hypothetical $100 investment) rose from $364 in FY2023 to $589 in FY2024 and $911 in FY2025, while net income increased from $44.4M (FY2023) to $68.3M (FY2024) and $81.1M (FY2025) .
| Company Performance (IDT) | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Total Shareholder Return – Value of $100 Investment ($) | 764.87 | 399.85 | 364.36 | 588.83 | 911.46 |
| Net Income ($) | 96,891,000 | 29,005,000 | 44,366,000 | 68,264,000 | 81,139,000 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IDT Corporation | Executive Vice President | Since Dec 1998 | Senior corporate leadership bridging legal, governance, and corporate actions across spin-offs and operating units . |
| IDT Corporation | General Counsel & Corporate Secretary | Since inception | Foundational legal and governance infrastructure; supports Board processes and related-party policy administration . |
| IDT Corporation (Board) | Director | Inception–Dec 2006 | Early-stage strategic governance and oversight during IDT’s formative period . |
| IDT Telecom | Director | Dec 1999–May 2001 | Oversight during telecom unit development . |
| Net2Phone | Director | Oct 2001–Oct 2004 | Oversight during VoIP growth phase . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Genie Energy Ltd. | Director | Since May 2021 | Cross-entity information flow and governance experience at former IDT subsidiary . |
| Rafael Holdings, Inc. | Corporate Secretary | Since July 2017 | Spin-off governance continuity and corporate secretary responsibilities . |
| IDW Media Holdings, Inc. | Corporate Secretary / Assistant Corporate Secretary | Mar 2023–Apr 2025; Sep 2019–Mar 2023 | Corporate governance support and processes in affiliated public entity . |
| Zedge, Inc. | Director | Sep 2008–May 2016 | Former subsidiary oversight through spin-off . |
Fixed Compensation
Joyce Mason is not listed as a Named Executive Officer (NEO), so detailed base salary/bonus/stock breakdowns are not in the Summary Compensation Table; however, total compensation is disclosed in the Related Person Transactions section of each proxy.
| Metric | FY2020 | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|---|
| Total Compensation ($) | 367,000 | 372,000 | 377,000 | 499,920 | 405,000 | 412,800 |
Notes: No disclosure of base salary, target bonus %, or stock/option grant breakdown specific to Ms. Mason; only total compensation is reported in the related party section (reflecting her being an executive officer but not a NEO) .
Performance Compensation
IDT’s executive bonus framework is primarily discretionary, guided by detailed company-wide and business unit goals approved annually by the Compensation Committee; weightings and individual targets are not disclosed for non-NEOs like Ms. Mason . For FY2025, management reported the company “substantially achieved all key financial goals – delivering between 98% and 132% of all targets,” with segment outcomes summarized below; FY2025 bonus pool recommendations were ~12.65% higher vs. FY2024, with individual awards ranging from 16.9% to 138% of base salary across executives .
| Metric/Program (FY2025) | Weighting | Target | Actual | Payout Mechanics | Vesting/Equity Notes |
|---|---|---|---|---|---|
| Consolidated: revenue, gross profit, EBITDA less capex, cost cuts | Not disclosed (subjective) | Internal FY2025 targets | Achieved 98%–132% overall | Bonus pool up ~12.65% YoY; individual payouts 16.9%–138% of base salary | Annual equity awards granted each September; examples include options/DSUs to NEOs with multi-year vesting (illustrative, not specific to Ms. Mason) . |
| Segment goals (NRS, net2phone, BOSS Money, Traditional Communications) | Not disclosed (subjective) | Segment KPIs (revenue/gross profit/customer growth/uptime, etc.) | NRS: 99%–101% of most goals, 86% of advertising/data sales; net2phone: 90%–100% ops/uptime, 91%–95% growth goals; BOSS Money: most goals ≥85%+; Traditional Communications: targets achieved with partial integration progress | Incorporated into discretionary bonus determinations | Equity plan in place; grants/vesting subject to award agreements (company-wide) . |
Important: No Mason-specific performance metric weightings or equity grant terms are disclosed; the above reflects IDT’s executive program and FY2025 outcome context .
Equity Ownership & Alignment
- Individual beneficial ownership for Ms. Mason is not broken out in the FY2025 beneficial ownership table (the table includes directors, director nominees, and NEOs), so her specific share count and % of outstanding are not disclosed in the proxy .
- IDT’s 2024 Equity Incentive Plan subjects awards/shares to the company’s stock ownership, securities trading, and anti-hedging policies; awards are also subject to clawback under company policy and applicable law .
- Plan transferability limits prohibit pledging/encumbering Awards (awards cannot be pledged or hypothecated to third parties other than the company/affiliates) .
- Governance context: Howard S. Jonas (Ms. Mason’s brother) holds voting control over a controlling interest in IDT; the familial relationships among senior leaders are explicitly disclosed .
Employment Terms
- Ms. Mason’s individual employment agreement, severance multiple, and change-in-control terms are not disclosed in the proxies reviewed. The company’s Severance Plan (applies to U.S. employees; NEOs are subject to it) provides severance for terminations without cause based on tenure (four weeks per completed year of service up to Aug 1, 2009; two weeks per completed year thereafter), paid at 100%/80%/60% salary tranches and capped at 40 weeks; if an executive has a higher benefit via an agreement, that controls .
- Under the 2024 Equity Incentive Plan, upon or in anticipation of a Change in Control, the Compensation Committee may accelerate vesting, cancel/redeem awards for cash or substitutes, or take other actions at its discretion to manage awards outstanding (not individual-specific to Ms. Mason) .
- Clawback: Awards (vested or unvested) are subject to rescission/cancellation/recoupment under company policy and applicable rules .
Related Party Transactions (Governance Risk Indicators)
- Familial relationships: Ms. Mason is the sister of Howard S. Jonas (Chairman/controlling voting interest) and aunt of CEO Shmuel Jonas; IDT discloses multiple family ties among directors/executives .
- 2025 transaction involving Ms. Mason’s son: On April 28, 2025, IDT exercised an option with Alexander Mason (Ms. Mason’s son), exchanging 127,500 shares of National Retail Solutions, Inc. (NRS) for 7,685 IDT Class B shares valued at $395,250; reviewed under the Related Person Transactions policy .
- Ongoing related-party transactions with former subsidiaries (Genie, Zedge, Rafael) are administered under the company’s related-person policy, with services and intercompany charges disclosed annually .
Compensation Committee Analysis
- Committee members in FY2025: Rev. Eric F. Cosentino (Chair), Irwin Katsof, Judah Schorr; the committee held seven meetings in FY2025 and is deemed independent under NYSE rules .
- Process: The committee sets detailed company/segment goals annually; bonuses are discretionary and consider company and individual performance against these goals; long-term incentives are administered under the 2015/2024 plans with annual grant timing in September (not timed around MNPI) .
Investment Implications
- Alignment and retention: Ms. Mason’s compensation is modest relative to NEOs and disclosed only in aggregate, suggesting limited incremental insider selling pressure linked to vesting programs; no Mason-specific equity/vesting disclosure is provided, limiting visibility into equity alignment .
- Governance risks: Concentrated voting control by her brother (Howard S. Jonas), extensive family ties across leadership, and the 2025 related-party transaction with her son underscore governance/related-party risk; the 2024 Plan allows option repricing without shareholder approval, a shareholder-unfriendly provision .
- Performance linkage: While company-wide outcomes were strong in FY2025 (broad goal attainment; higher bonus pool), individual metric weightings are not disclosed for non-NEOs, complicating pay-for-performance assessment for Ms. Mason specifically .
- Risk controls: Presence of clawback and anti-hedging policy coverage on awards is a mitigating factor, but lack of individual ownership/pledging disclosure for Ms. Mason limits full “skin-in-the-game” evaluation .