Marcelo Fischer
IDTAbout Marcelo Fischer
Marcelo Fischer is IDT’s Chief Financial Officer (CFO) since June 3, 2019, and previously CFO of IDT Telecom since June 2007. He is a Certified Public Accountant with a B.A. from the University of Maryland and an MBA from NYU Stern . Age 58 as of the 2025 proxy . Under Fischer’s tenure, IDT reported strong results: in FY2025 consolidated gross profit grew 14%, operating income grew 55%, and diluted EPS rose to $3.01 from $2.54 in FY2024 . The company’s pay-vs-performance TSR metric shows a $100 investment grew to $911.46 by FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IDT Corporation | CFO (Company) | Since Jun 3, 2019 | Led strategic planning, budgeting, investor relations; instrumental to performance exceeding budgets |
| IDT Telecom | CFO | Since Jun 2007 | Financial leadership for telecom unit |
| IDT Corporation | Sr. VP – Finance (Principal Financial Officer) | Oct 31, 2011 – Jun 2019 | Principal finance role; budgeting and projections |
| IDT Corporation | Sr. VP of Finance | Mar 2007 – Jun 2007 | Senior finance role |
| IDT Corporation | CFO & Treasurer | Jun 2006 – Mar 2007 | Corporate finance oversight |
| IDT Corporation | Controller; Chief Accounting Officer | May 2001 – Jun 2006; Dec 2001 – Jun 2006 | Controllership, accounting governance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Viatel, Inc. | Corporate Controller | 1999 – 2001 | Corporate controls at telecom operator |
| Revlon, Inc. (Consumer International) | Controller | 1998 – 1999 | Division-level finance management |
| Colgate-Palmolive | Various accounting/finance roles | 1991 – 1998 | Progressive finance experience |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 450,000 | 450,000 | 450,000 |
| Actual Cash Bonus ($) | 269,775 | 295,000 | 339,250 |
Performance Compensation
Deferred Stock Units (DSUs) – Grants and Vesting
| Grant Date | DSUs Granted | Grant Date Fair Value ($) | Vesting Schedule & Thresholds | Deferrals/Elections | Shares Vested | Value Realized ($) |
|---|---|---|---|---|---|---|
| Dec 5, 2022 | 30,000 | 816,000 | Originally vest in May 2023, Feb 2024, Feb 2025; per-DSU issuance from 0.5–2.0 shares based on price thresholds: $12.705 (50%) and $50.82 (200%) | Fischer deferred May 2023 and Feb 2024 tranches to Feb 25, 2025 | 56,250 shares on Feb 25, 2025 | 2,799,563 |
| Sep 18, 2024 | 15,624 | 681,793 | Scheduled Oct 2025/Oct 2026/Oct 2027; per-DSU thresholds $19.20 (50%) and $76.80 (200%) | Fischer deferred Oct 2025 portion to Oct 2026 | — | — |
Notes:
- Shares withheld for taxes on Feb 25, 2025 vesting: 28,323 .
- As of Oct 17, 2025, upon full vesting of the 15,624 DSUs, Fischer is entitled to between 7,812 and 31,248 shares depending on price at vesting .
Stock Options – Grants and Terms
| Grant Date | Options (#) | Strike Price ($) | Fair Value ($) | Vesting | Expiration |
|---|---|---|---|---|---|
| Sep 30, 2024 | 18,094 | 38.43 | 300,003 | 6,032 on Oct 15, 2025; 6,031 on Oct 15, 2026; 6,031 on Oct 15, 2027 | Sep 30, 2029 |
FY-Specific Performance Context and Payouts (Company goals used for bonus decisions; committee applies discretion)
| Fiscal Year | Select Performance Metrics & Outcomes | Fischer Bonus Outcome |
|---|---|---|
| FY 2025 | Company met 98%–132% of key targets; segments largely achieved goals; consolidated gross profit +14%, operating income +55%, diluted EPS $3.01 vs $2.54 | $339,250 cash bonus; cited contributions in planning, budgeting, cost management, and IR |
| FY 2024 | High-margin businesses strong; BOSS Money +40% transactions and revenue; net2phone seat and margin growth; record gross profit | $295,000 cash bonus; contributions to exceeding budgets |
| FY 2023 | Growth businesses improved profitability; goals substantially met/exceeded | $269,775 cash bonus |
Equity Ownership & Alignment
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Beneficial Ownership – Class B Shares (#) | 44,720 | 39,315 | 73,302 |
| Ownership % of Class B | <1% | <1% | <1% |
| Direct Shares (#) | 41,533 | 36,190 | 64,513 |
| 401(k) Class B Shares (#) | 3,187 | 3,125 | 2,757 |
| Options Exercisable within 60 days (#) | — | — | 6,032 |
| Unvested DSUs Outstanding (#) | — | 30,000 (at 7/31/2024 across grants) | 15,064 DSUs; market value $887,420 at $58.91 close on 7/31/2025 |
| Unexercisable Options (#) | — | — | 18,094 unexercisable at 7/31/2025 |
Note: No explicit disclosure found on pledging or hedging by Fischer in the referenced proxies; beneficial ownership tables provide holdings detail but do not state pledging/hedging for Fischer .
Employment Terms
| Item | Detail |
|---|---|
| Agreement | Confidential Release and Retention Agreement dated Nov 13, 2008 |
| Base Salary | $450,000 per annum (set by Compensation Committee; repeated in proxies) |
| Severance (Without Cause; Death/Disability) | $550,000 |
| Non-Compete | 1 year post-termination |
| Change-in-Control Treatment | Accelerated vesting of unvested equity awards per plan and potential payments table; DSUs acceleration estimated at $920,410 (based on $58.91 at 7/31/2025) |
| Potential Payments (Illustrative) | At 7/31/2025: Change-in-Control DSUs acceleration $920,410; Termination without cause severance $550,000 |
Performance & Track Record
- FY2025 improvements: consolidated gross profit +14%, operating income +55%, diluted EPS $3.01 (vs $2.54 in FY2024). Growth businesses (NRS, Boss Money, net2phone) contributed positively, while traditional communications managed cost and margin .
- Company-wide TSR proxy metric: $100 investment grew to $911.46 by FY2025, reflecting strong multi-year shareholder return context for pay decisions .
- CFO role highlighted: strategic planning, budgeting, cost management, and investor relations credited in bonus determinations for FY2023–FY2025 .
Compensation Structure Analysis
- Mix shift to equity: Significant DSU awards under the 2022 Equity Growth Program (30,000 DSUs; $816,000 grant-date value) and a new 15,624 DSU grant in Sep 2024; introduction of stock options in Sep 2024 (18,094 options) adds at-risk equity exposure linked to price and time .
- Performance linkage: Annual bonuses tied to detailed company/segment financial and operational goals (revenue, gross profit, EBITDA less CapEx) with substantial achievement across FY2023–FY2025; committee retains discretion in payout sizing .
- Vesting flexibility: DSU programs allow executive deferrals of vesting dates to pursue potentially higher share payouts (Fischer’s deferrals in 2023–2025), increasing exposure to stock price outcomes .
- Guaranteed vs at-risk: Base salary steady at $450,000; variable cash bonuses scaled with performance; equity grants (DSUs/options) heighten alignment with TSR and price thresholds .
Equity Ownership & Alignment
- Skin-in-the-game increased: Beneficial holdings rose to 73,302 Class B shares by Oct 17, 2025 (direct + 401k + options within 60 days), up from 39,315 in 2024—helped by large DSU vesting in Feb 2025 .
- Vested vs unvested runway: As of 7/31/2025, 15,064 unvested DSUs (market value $887,420 at $58.91), plus staged option vesting through Oct 2027, provide retention hooks and future upside/downside exposure .
- No pledging disclosure located for Fischer; beneficial ownership tables list holdings without noting pledges or hedges .
Vesting Schedules and Insider Selling Pressure
- DSU vesting (Feb 25, 2025): 56,250 shares delivered; 28,323 shares withheld for taxes (standard settlement), implying net shares retained; not an open-market sale signal but creates potential liquidity consideration if future disposals occur .
- Upcoming vesting cadence: DSUs scheduled in Oct 2026 and Oct 2027 (after Fischer’s deferral), options tranche vestings in Oct 2026 and Oct 2027—periods where selling pressure could arise if shares are sold to fund taxes or diversify .
Employment Contracts, Severance, and Change-of-Control Economics
| Provision | Economics |
|---|---|
| Severance (without cause) | $550,000 lump sum under Fischer Agreement |
| Death/Disability | $550,000 lump sum |
| Non-compete | 1 year |
| Change-in-Control | Equity acceleration; illustrative DSUs acceleration $920,410 at $58.91 (potential payments table) |
Investment Implications
- Alignment and retention: Fischer’s increased beneficial stake and meaningful unvested DSU/option runway support alignment and retention; DSU deferral behavior indicates confidence in future price trajectory .
- Pay-for-performance: Bonus sizing tracks achievement of detailed financial/operational goals; equity programs tie payouts to TSR/price thresholds (e.g., DSU 0.5–2.0 shares per unit based on price bands), enhancing pay-performance correlation .
- Event risk economics: Severance terms are moderate ($550k), while potential equity acceleration under change-of-control creates notable value transfer; investors should model equity overhang/accelerations under M&A scenarios .
- Trading signals: Large Feb 2025 DSU vest (56,250 shares) and upcoming vest dates (Oct 2026/2027) mark windows for potential insider selling to cover taxes or rebalance—monitor Forms 4 around those dates .
Overall, Fischer’s compensation structure emphasizes equity-linked incentives and discretionary cash bonuses tied to robust multi-segment performance frameworks. His retention risk appears contained by unvested DSUs and options, while shareholder alignment is reinforced by increasing direct holdings and price-contingent vesting mechanisms .