Shmuel Jonas
IDTAbout Shmuel Jonas
Shmuel Jonas is Chief Executive Officer of IDT Corporation; he has served as CEO since January 2014 and previously served as COO (2010–2013) after joining IDT in 2008. He is 44 years old. During fiscal 2025, IDT reported consolidated gross profit growth of 14% and income from operations up 55% year over year; net income was $81.1 million (vs. $68.3 million in FY 2024). Over the last five fiscal years, a hypothetical $100 in IDT grew to $911.46 (company TSR index), while the PEO (CEO) “compensation actually paid” was $1.48 million in FY 2025.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IDT Corporation | Chief Operating Officer | 2010–2013 | Led operations ahead of CEO transition, building processes later leveraged in high-margin growth businesses. |
| IDT Corporation | Vice President; VP of Operations | 2008–2009 | Operations leadership following initial VP role after joining IDT in 2008. |
| IDT Corporation | Chief Executive Officer | 2014–present | Oversaw strategy, budgets, and resource allocation; set company- and unit-level performance goals. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Zedge, Inc. | Director | 2010–2016 | Governance at former IDT subsidiary through its spin-off era. |
| Arlington Suites (private) | Managing Member | 2004–present | Led $30 million mixed-use ground-up development in Bronx, NY. |
| Private real estate partnership | Partner (160-unit garden apartment complex, Memphis) | 2006–2008 | Investment and operations in multifamily real estate. |
| Various food businesses | Owner/Operator (incl. BID Distribution) | 2004–2005 | Product distribution/marketing to grocery and food-service channels. |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 495,000 | 495,000 | 495,000 |
| Employment Agreement? | None | None | None |
Performance Compensation
Annual Cash Bonus Outcomes
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Cash Bonus ($) | 580,425 | 595,000 | 684,250 |
| Notes | Company performance substantially met/exceeded goals in FY23; bonuses 8–9% higher vs FY22 cohort. | Company substantially achieved key FY24 goals; bonuses ~4.1% higher vs FY23. | Most FY25 goals achieved (98%–132%); bonuses ~12.65% higher vs FY24. |
- Bonus design: Executive officers are eligible for up to 100% of base salary or higher for extraordinary performance; decisions are primarily discretionary against detailed company and unit goals.
FY 2025 Incentive Structure and Outcomes
| Metric Category | Weighting | Target | Actual | Payout Impact | Vesting/Timing |
|---|---|---|---|---|---|
| Consolidated revenue, gross profit, EBITDA less capex, cost reduction | Not disclosed | FY25 targets set by Compensation Committee | Company achieved 98%–132% of key targets | Supported CEO cash bonus of $684,250 | Annual cash paid in early FY26 for FY25 service |
| Segment financial KPIs (NRS, net2phone, Boss Money, Traditional Telecom) | Not disclosed | Unit-level financial/operational goals | Substantial achievement across segments (e.g., NRS 99%–101%; net2phone 90%–100%) | Contributed to discretionary payout | N/A |
Equity Awards Granted (FY 2025)
| Award Type | Grant Date | Quantity/Terms | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Non-qualified stock options | 09/30/2024 | 18,094 options @ $38.43 strike | 6,032 vest 10/15/2025; 6,031 vest 10/15/2026; 6,031 vest 10/15/2027; 5-year term | 300,003 |
- No FY 2025 restricted stock/DSU grants to the CEO were disclosed beyond the option grant above.
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 184,811 Class B shares (includes 172,166 directly; 5,057 via trust; 1,556 spouse; plus 6,032 options exercisable within 60 days of 10/17/2025) — less than 1% of Class B. |
| Vested vs unvested | As of 7/31/2025, 18,094 options unexercisable; first 6,032 vest on 10/15/2025 (therefore “exercisable within 60 days” as of 10/17/2025). |
| In-the-money value (7/31/2025) | Using $58.91 close and $38.43 strike: intrinsic value ≈ $370,565 for 18,094 options (18,094 × (58.91–38.43)). |
| Pledging/Hedging | Restricted shares under the plan cannot be pledged during the restriction period; awards are subject to the company’s stock ownership, trading, and anti-hedging policies. No pledging by the CEO is disclosed. |
| Ownership guidelines | Company references stock ownership and trading policies; specific executive stock ownership multiple guidelines are not disclosed. |
Employment Terms
- Contract status: CEO has no employment agreement with the company or its subsidiaries.
- Severance: Under the company’s Severance Plan, a hypothetical termination without cause as of 7/31/2025 would yield $304,615 in severance for the CEO.
- Change-in-control: The 2024 Equity Plan allows the Compensation Committee to accelerate vesting or cash out awards at its discretion upon or in anticipation of a change in control; the CEO had no unvested restricted stock/DSUs at FY25 year-end, and options are subject to plan terms.
- Clawback: All awards (vested and unvested) are subject to recoupment under any current or future company clawback policy and as required by law or listing rules.
- Non-compete/other restrictive covenants: Not disclosed for the CEO (no individual employment agreement).
Performance & Track Record
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Net Income ($) | 96,891,000 | 29,005,000 | 44,366,000 | 68,264,000 | 81,139,000 |
| TSR – Value of $100 (company) | 764.87 | 399.85 | 364.36 | 588.83 | 911.46 |
| TSR – Peer (S&P 500 Comm. Services) | 143.91 | 102.23 | 123.63 | 160.76 | 211.03 |
- Operational highlights FY 2025: Growth businesses (NRS, Boss Money, net2phone) drove top/bottom line; consolidated gross profit +14% YoY and income from operations +55% YoY.
- Goal attainment FY 2025: Company-wide targets substantially achieved (98%–132%); segments largely met or exceeded financial/operational goals.
Related Party Considerations (Governance)
- Family relationships: Shmuel Jonas (CEO) is the son of Howard S. Jonas (Chairman and controlling stockholder). The company qualifies as a “controlled company” under NYSE rules, though its board and compensation committee are composed of independent directors.
- Related party transactions: Multiple legacy spin-off service arrangements (e.g., Genie, Zedge, Rafael) and other transactions were reviewed and approved per policy.
Compensation Committee Analysis
- Committee composition (FY 2025): Rev. Eric F. Cosentino (Chair), Irwin Katsof, Judah Schorr — all independent.
- Process: Committee sets detailed financial and operational goals annually and exercises judgment in bonus determinations; equity programs (options/DSUs) align incentives with stock performance.
Investment Implications
- Pay-for-performance alignment: CEO’s cash bonuses have trended up with improved company performance and goal attainment; FY25 lacked new CEO RSU/PSU grants but included options that vest over 2025–2027, directly linking value to share price performance.
- Retention risk: Absence of an employment agreement and modest severance under the general plan suggest limited contractual retention hooks; however, family control and long tenure may mitigate voluntary departure risk.
- Insider selling pressure: Option tranches vest annually starting 10/15/2025; while options are in-the-money, the position size and vesting schedule imply manageable selling overhang relative to IDT’s float; no pledging disclosed.
- Governance considerations: Controlled-company structure and familial ties warrant ongoing monitoring of related party transactions and incentive plan changes (e.g., share pool increase), though committee independence and a clawback framework are positives.