Menachem Ash
IDTAbout Menachem Ash
Executive Vice President of Strategy and Legal Affairs at IDT since October 2012. Previously managed IDT’s legal department (2011–2012), served as senior counsel across IDT divisions since 2004, and held roles at Telstar International and KPMG. Education: Brooklyn College (B.S.) and Benjamin N. Cardozo School of Law (J.D.). Compensation outcomes reflect significant discretionary bonuses tied to an “extraordinary positive event” ($1,000,000 in fiscal 2024; $500,000 in fiscal 2025) and equity awards contingent on stock price performance that vested when IDT’s Class B exceeded $50 for 10 consecutive trading days; annual performance goals include consolidated revenue, profitability, EBITDA less capex, free cash flow, and BU-level KPIs across NRS, net2phone, BOSS Money, among others .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IDT Corporation | EVP Strategy & Legal Affairs | Oct 2012–present | Supports operations; leads strategic initiatives, non-organic growth, risk management, legal proceedings, and third-party legal/commercial relationships . |
| IDT Corporation | Managing Attorney, Legal Dept. | Jun 2011–Oct 2012 | Led legal department; supported corporate and divisional legal needs . |
| IDT Telecom / IDT Carmel | Senior Counsel | Jul 2004–2011 | Counsel to telecom divisions; contributed to regulatory and commercial matters . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rafael Holdings, Inc. | President | Jul 2017–Sep 2021 | Led former IDT subsidiary pre/post spin-off; oversight of corporate strategy and governance . |
| Telstar International, Inc. | General Counsel | Pre-IDT | Legal leadership at telecom services provider . |
| KPMG | Senior Associate, Tax | Pre-IDT | Tax advisory focused on financial services and technology companies . |
Fixed Compensation
Base Salary (per annum)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $400,000 | $400,000 | $400,000 |
| Notes | No base changes from FY2025 levels | No base changes | No base changes |
Cash Bonuses
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Cash Bonus ($) | $185,300 | $1,185,300 (includes $1,000,000 extraordinary) | $687,000 (includes $187,000 paid for FY2025 performance; plus $500,000 continuation of extraordinary bonus paid earlier in FY2025) |
Other Compensation (perquisites/dividends/matching)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| All Other Compensation ($) | $2,000 | $3,600 | $4,675 |
| Description | Standard items | 401(k) match and cash dividends on unvested restricted shares | 401(k) match, cash dividends on unvested restricted shares, and DSU dividend equivalents upon vesting |
Performance Compensation
Equity Awards and Triggers (Selected)
| Element | Grant Date | Quantity | Grant-Date Fair Value ($) | Condition/Metric | Outcome | Withheld for Taxes | Value Realized ($) |
|---|---|---|---|---|---|---|---|
| Restricted Stock (Class B) | Mar 2, 2023 | 16,000 | — | Vests only if Class B closes >$50 for 10 consecutive trading days prior to Feb 25, 2025 | Vested Dec 5, 2024 | 5,784 shares | $852,800 |
| DSUs (variable shares: 0.5–2 per unit) | Dec 5, 2022 | 7,000 | — | Price-linked vesting thresholds (50%–200% of grant-date value; 62.5%–187.5% steps); scheduled May 2023, Feb 2024, Feb 2025; elections allowed | May 2023: 2,334 DSUs → 2,918 sh; Feb 2024: 1,167 DSUs → 1,605 sh; Feb 25, 2025: 3,499 DSUs → 6,561 sh | — | — |
| DSUs (variable shares: 0.5–2 per unit) | Mar 2, 2023 | 3,000 | — | Same price-linked design; scheduled May 2023, Feb 2024, Feb 2025; elections allowed | May 2023: 1,000 DSUs → 1,250 sh; Feb 2024: 500 DSUs → 688 sh; Feb 25, 2025: 1,500 DSUs → 2,813 sh | — | — |
| Restricted Stock (Class B) | Aug 6, 2024 | 259 | $9,632 | Immediate vest on grant | Vested on grant | 93 shares | $9,047 |
| Restricted Stock (Class B) | Apr 28, 2025 | 181 | $9,309 | Immediate vest on grant | Vested on grant | 66 shares | $8,956 |
| DSUs – 2022 Growth Program (aggregate vesting FY2025) | — | — | — | Program incentivizes stock price appreciation; executives could elect vesting deferrals | Ash received 9,374 shares upon FY2025 DSU vesting under program | 3,389 shares withheld | $466,545 |
Performance Goals and Bonus Context
- FY2024 goals included consolidated revenue, profitability, EBITDA less capex above budget, free cash flow, cost cuts; BU-level targets for NRS (POS network growth, revenue growth for advertising/data, product launches), net2phone (seat growth, uptime, AI build-out, mobile app), BOSS Money (breakeven, corridor expansion, delivery methods, banking fee reductions) .
- FY2026 goals include consolidated revenue, gross profit, EBITDA less capex, cost reductions; BU-level goals across Boss Pinless, IDT Global, Digital Payments, Money Remittance, net2phone, NRS .
- Extraordinary bonus context: $1,000,000 paid in FY2024 and additional $500,000 paid in FY2025 tied to an “extraordinary positive event” (details not disclosed) with which Ash was closely associated .
Equity Ownership & Alignment
| Metric | As of Oct 17, 2025 |
|---|---|
| Total Beneficial Ownership (Class B) | 54,613 shares (51,756 direct; 2,857 in 401(k)) |
| Ownership as % of Class B Outstanding | <1% |
| Vested vs Unvested (FY-end outstanding awards) | No outstanding options/RSUs/DSUs at FY2025 year-end for Ash |
| Options – Exercisable/Unexercisable | None |
| DSUs – Outstanding | None |
| Shares Pledged/Hypothecated | Not disclosed in proxy ownership tables |
| Stock Ownership / Trading / Anti-Hedging Policies | Awards and shares are subject to IDT’s stock ownership, securities trading, and anti-hedging policies |
Employment Terms
| Term | Detail |
|---|---|
| Base Salary | $400,000 per annum |
| Severance Plan (general) | U.S. employees terminated without cause: 4 weeks per completed year of service up to Aug 1, 2009; 2 weeks per completed period thereafter; payment schedule 100% base for weeks 1–20, 80% for weeks 21–26, 60% for weeks 27–40; capped at 40 weeks; NEOs receive higher amounts if provided by separate agreements . |
| Modeled Severance (Ash) | Termination without cause: $255,385 pursuant to Severance Plan (as of July 31, 2025) . |
| Change-in-Control (CIC) Equity Treatment | Under the 2024 Plan, the Committee may accelerate vesting/exercisability, redeem RS/RSUs for cash/substitute consideration, cancel/replace awards, or cancel options/SARs based on intrinsic value (including cancellation without consideration if underwater) upon or in anticipation of a CIC; no single/double-trigger severance terms disclosed for Ash . |
| Clawback | Awards subject to rescission/cancellation/recoupment under IDT’s clawback policy and as required by law, regulation, or exchange rules . |
| Tax Considerations | Standard Section 162(m) deductibility limits and potential 280G “parachute” excise tax for CIC-related payments; no tax gross-up provisions disclosed . |
Investment Implications
- Pay mix and alignment: FY2025 compensation leans cash-heavy ($687,000 bonus vs $18,941 stock awards), while prior large, price-conditioned equity (16,000 restricted shares) already vested in Dec 2024 when price hurdles were met, indicating less incremental equity linkage in FY2025 and more discretionary cash elements tied to events and operational contributions .
- Near-term selling pressure: As of FY2025 year-end, Ash had no outstanding unvested awards or options, reducing mechanical vest-driven supply; tax-withholding on past vestings (e.g., 5,784, 3,389, 93, 66 shares) reflects non-market disposals rather than open-market sales .
- Retention economics: Severance under the broad Severance Plan modeled at $255,385 for termination without cause (no special CIC severance disclosed), suggesting limited contractual barriers if circumstances change; equity plan permits discretionary acceleration/cash-out at CIC, but no guaranteed double-trigger for Ash is disclosed .
- Governance safeguards: Awards subject to clawback and anti-hedging/trading policies; no pledging disclosed for Ash in ownership tables, mitigating a common alignment red flag .