Mitch Silberman
IDTAbout Mitch Silberman
Mitch Silberman, 57, is IDT’s Chief Accounting Officer and Controller. He joined IDT in October 2002 as Director of Financial Reporting, was promoted to Assistant Controller in October 2003, and has served as CAO & Controller since June 2006. He is a CPA with a B.S. in Accounting from Brooklyn College; prior roles include senior manager at KPMG (Biotech/Pharma practice) and earlier at Grant Thornton (Telecom/Service/Tech practice) . IDT’s executive compensation program for FY26 ties variable pay to company and segment targets including consolidated revenue, gross profit, EBITDA less capex above budget, and cost reductions, indicating performance orientation of incentives across executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IDT Corporation | Chief Accounting Officer & Controller | Jun 2006–present | Senior accounting leadership overseeing reporting and controls |
| IDT Corporation | Assistant Controller | Oct 2003–Jun 2006 | Advanced finance leadership, pre-CAO |
| IDT Corporation | Director of Financial Reporting | Oct 2002–Oct 2003 | Led financial reporting on joining IDT |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG LLP | Senior Manager, Biotechnology & Pharmaceutical practice | Not disclosed | Audit/advisory experience in life sciences |
| Grant Thornton LLP | Firm role (Telecom, Service & Technology practice) | Not disclosed | Audit/advisory experience in TMT sectors |
Fixed Compensation
- Not individually disclosed in the Summary Compensation Table (SCT). The SCT covers the CEO, CFO and other Named Executive Officers (NEOs); Silberman is an executive officer but not a NEO, and only NEO base salaries/bonuses are detailed in the proxy .
Performance Compensation
IDT’s executive incentive framework emphasizes financial and operational targets (revenue, gross profit, EBITDA less capex, cost cuts) and unit-level KPIs for FY26 .
Equity Awards (selected items disclosed for Silberman via Form 4)
| Award Type | Grant/Txn Date | Units/Value | Metric/Structure | Vesting/Conditions |
|---|---|---|---|---|
| Restricted Stock (Class B) | 2024-12-09 (filed 2024-12-10) | 1,172 shares | Price-hurdle performance condition | Vests in full only if Class B closes above $72.50/share for either a 10-day average or 10 consecutive trading days prior to Oct 15, 2027 |
| Deferred Stock Units (DSUs) | 2025-03-17 (filed 2025-03-19) | 261 DSUs | Each DSU pays 0.5–2.0 shares based on stock price schedule | Standard IDT DSU terms as disclosed in the filing; payout multiple tied to price thresholds |
Company-level FY26 incentive goals used by the Compensation Committee include: consolidated revenue, gross profit, EBITDA less capex above budget, cost reductions, plus segment-level goals (Boss Pinless, IDT Global, Digital Payments, Money Remittance, net2phone, NRS) .
Equity Ownership & Alignment
- Beneficial ownership for Silberman is not listed in the proxy’s executive-and-director ownership table because he is not a NEO or director; the table itemizes directors and NEOs only .
- Insider transactions indicate modest equity exposure with performance-oriented awards and occasional sales/exercises (details below). Restricted stock awards cannot be sold, transferred, or pledged during the restriction period, and awards are subject to IDT’s stock ownership, trading, and anti-hedging policies. Company clawback provisions apply to awards .
Insider Transactions (last 3 years)
| Date (Transact.) | Form 4 Filed | Type | Shares | Price | Post-Transaction Holdings | Notes |
|---|---|---|---|---|---|---|
| 2025-02-25 | 2025-02-27 | Option exercise (M) | 5,157 | $49.11 | 6,329 | Option exercise reported; post-transaction amount per feed |
| 2025-03-17 | 2025-03-19 | Award (A) – DSUs | 261 | — | — | DSUs pay 0.5–2.0 shares each on vesting terms |
| 2024-12-09 | 2024-12-10 | Award (A) – Restricted Stock | 1,172 | — | — | Vests only on stock price hurdle before 10/15/2027 |
| 2024-03-27 | 2024-03-28 | Sale (S) | 2,115 | $38.0116 | — | Open-market sale disclosed in SEC filing |
The proxy’s ownership footnotes for “other executive officers” (group, not individual) reference 1,172 restricted shares with the same $72.50 hurdle (vesting only if the condition is met by 10/15/2027), consistent with Silberman’s Dec-2024 Form 4 .
Employment Terms
| Topic | Terms |
|---|---|
| Severance Plan | Company-wide Severance Plan provides for severance if terminated without cause: four weeks per completed year of service up to Aug 1, 2009 and two weeks per completed year on/after Aug 1, 2009; payout rates: 100% of base salary for weeks 1–20, 80% for weeks 21–26, 60% for weeks 27–40; capped at 40 weeks. If an employee has a separate agreement with a greater benefit, that controls . |
| Change in Control (plan mechanics) | The 2024 Equity Incentive Plan permits the Compensation Committee, upon or in anticipation of a Change in Control, to accelerate vesting, cancel/replace awards, redeem RSUs/Restricted Stock for cash/substitute consideration, or cancel underwater options without payment; substitute consideration may carry vesting or escrow earn-outs aligned to transaction terms . |
| Clawback/Policies | Awards are subject to recoupment under any Company clawback policy and applicable law. Awards/shares are also subject to Company stock ownership, securities trading, and anti-hedging policies . |
| Pledging Restrictions on Awards | Restricted stock cannot be sold, transferred, pledged, assigned or otherwise encumbered during the restriction period; terms apply per award agreement . |
Compensation Structure Analysis
- Equity orientation and price hurdles: Silberman’s 1,172-share restricted stock award requires a $72.50 price hurdle prior to Oct 15, 2027, emphasizing absolute price performance for vesting (more stringent than time-based) .
- Alignment vs. NEOs: While NEOs received larger awards in FY25 (e.g., Pereira 39,155 RS; Fischer 15,624 DSUs), Silberman’s disclosed awards (1,172 RS; 261 DSUs) are comparatively smaller, suggesting lower equity dilution but still aligned through performance sensitivity .
- Executive performance metrics: The Compensation Committee’s FY26 goals include financial/operational targets (revenue, gross profit, EBITDA less capex, cost cuts) and segment KPIs, indicating continued pay-for-performance orientation for executives broadly .
Risk Indicators & Red Flags
- Pledging/Hedging: Company policies apply to awards, including anti-hedging, and restricted stock cannot be pledged during restriction periods .
- Clawback: Awards are subject to clawback consistent with law and Company policy .
- Repricing: The plan allows change-in-control actions but does not disclose across-the-board option repricing; underwater options may be canceled without consideration in a CIC scenario at the Committee’s discretion .
- Related-party transactions: No disclosures identifying Silberman personally; RPTs disclosed relate to other insiders/entities (e.g., Zedge, Rafael) .
Investment Implications
- Long-tenured finance leader with CPA credentials and >20 years at IDT reduces execution risk in accounting and controls; biography and tenure suggest institutional knowledge continuity .
- Incentive alignment leans performance-based: price-hurdle restricted stock and DSUs with payout multipliers tie value realization to stock performance, which can curb near-term selling pressure and align with shareholders if hurdles are met .
- Insider activity is modest: a small 2024 sale (2,115 shares) and a 2025 option exercise point to limited trading footprint; not indicative of aggressive selling patterns, though award sizing is smaller than NEOs .
- Severance exposure appears bounded by company plan terms absent a separate agreement, limiting golden-parachute risk specific to Silberman .
. Internet/Form 4 sources: 2024-12 RS grant and terms ; 2025-03 DSU grant ; 2024-03 sale ; 2025-02 option exercise summary .]