DEF 14A of Genie Energy Ltd., May 1, 2026

DEF 14A of Genie Energy Ltd.

Filed May 1, 2026 · FY20250001437749-26-014295

Open on EDGAR

  1. Board of Directors

    Board of Directors The Board of Directors held eight (8) meetings in 2025, four of which were regularly scheduled meetings. In 2025, each of the Company’s independent directors attended or participated in 75% or more of the aggregate of (i) the total number of regularly scheduled meetings of the Board of Directors held during the period in which each such director served as a director and (ii) the total number of regularly scheduled meetings held by each committee of the Board of Directors during the period in which each such director served on such committees. Directors are encouraged to attend the Company’s annual meetings of stockholders, and the Company generally schedules a meeting of the Board of Directors on the same date and at the same place as the annual meeting of stockholders. All of the members constituting the Board of Directors at the time of the 2025 Annual Meeting of Stockholders attended that meeting in person or via telephonic conference.

  2. 2025 Director Compensation Table

    2025 Director Compensation Table The following table lists the 2025 compensation for each person who served as an independent director during 2025. Mr. Courter, who served as a voting director through May 12, 2021 and has served as a non-voting ex-officio director since that date, did not receive any compensation for his service as an ex-officio director during 2025. Ms. Mason, who serves as a director of the Company, Corporate Secretary and as a consultant to the Company on legal and governance matters, did not receive any compensation for her services as a director during 2025. Howard Jonas’ compensation is included in the Related Person Transaction section of this Proxy Statement and he is compensated for his service as Chairman of the Board, which is not an officer position.

  3. 2025 Director Compensation Table

    | Name | Dates of Board Service During 2025 | Fees Earned or Paid in Cash($)(1) | Fees Earned or Paid in Stock(2)($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Wes Perry | 01/01/2025–12/31/2025 | $— | $50,000(3) | $45,129(4) | $— | $95,129 | | Alan Rosenthal | 01/01/2025–12/31/2025 | $50,000 | $— | $45,129(4) | $— | $95,129 | | Allan Sass | 01/01/2025–12/31/2025 | $50,000 | $— | $45,129(4) | $— | $95,129 |

  4. 2025 Director Compensation Table

    | (1) Represents the cash portion of the independent director’s annual compensation paid in 2025. |

  5. 2025 Director Compensation Table

    | (2) Represents the Class B Common Stock portion of the independent director compensation which was paid in 2025 in lieu of the $50,000 annual cash retainer, upon request of the independent director. |

  6. 2025 Director Compensation Table

    | (3) Mr. Perry chose to receive 3,235 shares of Class B Common Stock, which were priced at $15.455 per share (the average of the high and low trading prices of the Class B Common Stock on the trading date prior to the grant date), in lieu of the $50,000 annual cash compensation. |

  7. 2025 Director Compensation Table

    | (4) Represents the grant date fair value of an award of 2,920 shares of the Company’s Class B Common Stock on January 6, 2025, computed in accordance with FASB ACS Topic 718R. |

  8. 2025 Director Compensation Table

    Independent directors held the following shares of the Company’s Class B Common Stock granted for director service, and the following options to purchase shares of Class B Common Stock of the Company, as of December 31, 2025:

  9. 2025 Director Compensation Table

    | Name | Class B Common Stock | Options to Purchase Class B Common Stock | | Wes Perry | 97,515 | — | | Alan Rosenthal | 26,620 | — | | Allan Sass | 38,690 | — |

  10. COMPENSATION DISCUSSION AND ANALYSIS

    COMPENSATION DISCUSSION AND ANALYSIS The following discussion and analysis of our compensation practices and related compensation information should be read in conjunction with the Summary Compensation table and other tables included in this proxy statement, as well as our financial statements and management’s discussion and analysis of our financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2025, which we refer to as the Form 10-K. The following discussion includes statements of judgment and forward-looking statements that involve risks and uncertainties. These forward-looking statements are based on our current expectations, estimates and projections about our industry, our business, compensation, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words and include, but are not limited to, statements regarding projected performance and compensation. Actual results could differ significantly from those projected in the forward-looking statements as a result of certain factors, including, but not limited to, the risk factors discussed in the Form 10-K. We assume no obligation to update the forward-looking statements or such risk factors. Introduction It is the responsibility of the Compensation Committee of our board of directors to: (i) oversee our general compensation policies; (ii) determine the base salary and bonus, if any, to be paid each year to each of our executive officers as well as certain other senior, non-executive, highly compensated personnel; (iii) oversee our compensation policies and practices as they relate to our risk management; and (iv) determine the compensation to be paid each year to our non-employee directors for service on our board of directors and the various committees of our board of directors. In addition, the Compensation Committee administers our 2021 Plan with respect to restricted stock, stock options or other equity-based awards. Further, from time to time, certain individuals have received grants of equity in certain of our subsidiaries and any grants in subsidiaries to our executive officers must be approved by the Compensation Committee. Elements of Compensation The three broad components of our executive officer compensation are annual base salary, annual bonus awards, and long-term equity-based incentive awards, including awards (i) in the Company or in subsidiaries of the Company, (ii) that may have time and performance-based vesting conditions, and (iii) that may present the recipient with additional growth opportunities through decisions to remain at risk related to continued employment. The Compensation Committee periodically reviews total compensation levels and the allocation of compensation among these three components for each of our executive officers, as well as for the Company, in the context of our overall compensation policy. Additionally, the Compensation Committee reviews the relationship of executive compensation to corporate performance generally and with respect to specific enumerated goals – for the Company as a whole and for each specific executive officer - that are approved by the Compensation Committee early in each year. The Compensation Committee believes that our current compensation plans are serving their intended purposes and are functioning reasonably. Below is a description of the general policies and processes that govern the compensation paid to our executive officers, as reflected in the accompanying compensation tables. Compensation Structure, Philosophy and Process Our executive compensation structure is designed to attract and retain qualified and motivated personnel and align their interests with the short-term and long-term goals of the Company and with the best interests of our stockholders. Our compensation philosophy is to provide sufficient compensation to attract the individuals necessary to meet our current needs and planned organic growth and anticipated and unanticipated changes in operations, as well as for the business units that represent longer-term growth initiatives and provide those individuals with the proper incentives to motivate them to excel in performing their duties and executing their roles in order to generate short and medium term success and position us to achieve our long-term plans. The base salary that we pay to each of our Named Executive Officers is based on: (i) the responsibilities undertaken by the respective individuals; (ii) if applicable, the business unit managed; (iii) the complexity and roles within the Company; and (iv) the marketplace for employment of people of similar skills and backgrounds. The base salaries paid are determined by discussions with the covered individual and his or her manager, as well as budgetary considerations, and may be set forth in definitive employment agreements. Such base salaries are approved by the relevant members of our senior management and, in the case of executive officers and, from time to time, certain other key, highly compensated individuals, the Compensation Committee. All definitive employment agreements with executive officers, and if deemed necessary, deviations therefrom, are subject to the prior approval of the Compensation Committee. Incentive compensation is designed to reward contributions towards achieving the Company’s goals for the current period, as well as for the longer term. Bonuses are generally a reward for performance in the relevant period and equity awards, whether in the Company or a subsidiary, also provide incentive to contribute to future performance and growth and to align our personnel’s interest with those of our stockholders. Executive officers are eligible to receive cash bonuses of up to 100% of base salary (or higher upon extraordinary performance or other circumstances as determined by the Compensation Committee) based upon performance, including the specific financial and other goals set by the Compensation Committee, which goals are Company-wide, specific to a business unit or specific to an executive and his or her area of responsibility, as well as specific extraordinary accomplishments by such officers during the relevant period. Specific bonuses will depend on the individual achievements of executives and their contribution to achievement of the enumerated goals set by the Compensation Committee. Equity grants are made to provide longer term incentive compensation and to better align the interests of our executives with our stockholders. Executives have been granted equity interests in the Company and, with regard to individuals whose areas of responsibility focus on specific operations or who have contributed in significant ways to specific subsidiaries, in those subsidiaries, so as to better incentivize and reward the executives for the results of their efforts. Equity awards in subsidiaries of the Company are granted when the Compensation Committee determines that the goals of the Company, role of the recipient, and his or her ability to drive the success of such subsidiary provide that such awards are in the best interest of the Company and its stockholders.

  11. Compensation Decisions Made in 2025

    Executive Performance On February 5, 2026, the Compensation Committee met and management presented its analysis of the performance of the Company, the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer and certain other senior highly compensated individuals, where relevant, relative to the goals set by the Compensation Committee (for the Company and such individuals) early in 2025. Management emphasized the overall strong performance of the Company in challenging environments. At GRE, management noted the challenging pricing environment in the first half of 2025 and the extreme weather in much of the service area during the fourth quarter. At GREW, management focused the Compensation Committee of the strong results delivered despite the shift in mid-year away from development of new solar projects due to changes in federal law. The Compensation Committee noted the investment in early stage growth opportunities, attempts at diversification and management’s flexibility in its approach and reaction to changing circumstance. The strong growth at Diversegy and the advancement of the two community solar projects as well as the operation of the purchased solar arrays was also noted as representing potential avenues for future growth. When considering the key goals listed above as well as the other goals approved by the Compensation Committee, the Compensation Committee concluded that the Company had substantially met or exceeded the goals set out for the year. Bonus Awards for 2025 Performance The Compensation Committee highlighted the performance relative to the enumerated goals and the overall financial performance of the Company as more fully described above. Bonus levels for management were similar to 2024 levels, with exceptions for those at business units that delivered extraordinary performance. As a percentage of base salary, the amounts paid to our Named Executive Officers ranged from 101% to 194% of the Named Executive Officer’s base salary as compared to 112% to 216% in respect of 2024. The following individual bonus levels were determined and paid in early 2026 in respect of services provided in 2025: Michael Stein was awarded a performance bonus of $875,000, the same as was paid to him in respect of his 2024 performance. The Compensation Committee noted Mr. Stein’s extensive involvement in all of the Company’s operations, his role in making key operational decisions at GRE, including the expansion into new territories and focus on per meter consumption versus number of meters, the decision to make a significant shift at Genie Solar, the continued growth of Diversegy, as well as new initiatives at both GRE and GREW. Avi Goldin was awarded a performance bonus of $430,000, the same as was paid to him in respect of his 2024 performance and in excess of the guaranteed and target amounts provided for in Mr. Goldin’s employment agreement with the Company. The Compensation Committee noted Mr. Goldin’s strong leadership of all finance operations at the Company and its operating divisions, managing a change in the Company’s independent registered public accounting firm in 2025 (and the need to re-audit the 2023 and 2024 financial statements due to the deregistration of the prior firm) and Mr. Goldin’s extensive investor relations efforts. Howard Jonas, who is not a Named Executive Officer, received a bonus of $325,000, unchanged from that paid in respect of his 2024 performance. Base Salaries The Company paid base salaries to its executives intended to meet the goals and purposes outlined above. The base salaries of certain executives are set forth in written agreements with the Company. Subject to those written agreements, the base salaries are set by the Compensation Committee on an annual basis, based on presentations made by management. Mr. Stein’s base salary was essentially unchanged in 2025 compared to 2024 at $450,000 (other than minor variability related to the currency in which a portion of the compensation is paid) and was set at the same level for 2026. Mr. Goldin’s base salary remained at $425,000 in 2025 consistent with the employment agreement between him and the Company and was set at the same level for 2026. Howard Jonas’ base salary remained at $200,000 for 2025 and will remain the same for 2026 consistent with his employment agreement with the Company. Executive Officers (and other employees and service providers) are periodically granted equity awards to provide incentive to contribute to future performance and growth and to align our personnel’s interest with those of our stockholders. In 2025, Michael Stein and Howard Jonas received grants in a very early stage venture launched by the Company, but neither Mr. Jonas nor any of our Named Executive Officers received any grants in the equity of the Company or its other subsidiaries. The Named Executive Officers received grants of shares of restricted stock in 2024, portions of which vested in 2025 (with the remainder scheduled to vest in 2026 and 2027). At a meeting held on March 5, 2026, the Compensation Committee approved executive compensation goals for 2026. The goals cover Company-wide goals as well as those for specific personnel. The goals set for 2026 consist of: Company-Wide Goals

  12. Compensation Decisions Made in 2025

    | ● | Michael Stein was awarded a performance bonus of $875,000, a reduction from the $975,000 paid in respect of 2023 performance (as well as from the $1,375,000 in total bonuses paid to Mr. Stein in respect of 2023). The Compensation Committee noted Mr. Stein’s strong hands on management of all of the Company’s operations, his role in the growth of GRE’s customer base, direct involvement in the integration of the operating solar arrays at Genie Solar as well as the shift at Genie Solar to industrial-scale projects and the evaluation of new development projects. |

  13. Compensation Decisions Made in 2025

    | ● | Avi Goldin was awarded a performance bonus of $430,000, a reduction from the $450,000 paid in respect of 2023 (as well as from the $700,000 in total bonuses paid to Mr. Goldin in respect of 2023) and in excess of the guaranteed and target amounts provided for in Mr. Goldin’s employment agreement with the Company. The Compensation Committee noted Mr. Goldin’s strong leadership of all finance operations at the Company and its operating divisions, the positive internal control environment, his direct role at Genie Solar, including the financing of operating solar arrays and strong investor relations efforts. His role in driving overall Company performance was acknowledged. |

  14. Compensation Decisions Made in 2025

    | ● | Howard Jonas, who is not a Named Executive Officer, received a bonus of $325,000 unchanged from that paid in respect of 2023. |

  15. Compensation Decisions Made in 2025

    In 2023, the Company reported record revenues and bottom line performance exceeded expectations for the year, even while investing significantly in customer acquisition at GRE (growing the customer base by over 30%) and making significant investments at GREW to position it for growth. In the fourth quarter, the Company purchased a portfolio of operating solar arrays and Diversegy increased revenue generation and improved its bottom line. Margins were down from the extraordinary levels of 2022, but strong in the context of the Company’s historical performance. Goals and Executive Performance for 2023 In March 2023, the Compensation Committee approved executive compensation goals for 2023 both Company-wide and for each Named Executive Officer and Howard Jonas. On February 8, 2024, the Compensation Committee met and management presented its analysis of the performance of the Company, the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer and certain other senior highly compensated individuals, where relevant, relative to the goals set by the Compensation Committee. Management emphasized the strong performance of GRE, including the significant growth of its customer base, after a period when market conditions drove GRE to suspend customer growth, and the developments at GREW, including the purchase of operating arrays and the expansion of the team to provide the tools for sustained growth. The Compensation Committee noted the solid performance during the year, the ability of management to adapt to rapidly changing market conditions and nimbleness in modifying business plans. When considering the key goals listed above as well as the other goals approved by the Compensation Committee, the Compensation Committee concluded that the Company had substantially met or exceeded the goals set out for the years. Bonus Awards for 2023 Performance The Compensation Committee highlighted the performance relative to the enumerated goals and the overall financial performance of the Company as more fully described above. Michael Stein was awarded a cash bonus of $975,000, the same bonus as was paid to him in respect of 2022 performance. Avi Goldin was awarded a cash bonus of $480,000, an increase from the $450,000 paid to him in respect of 2022 performance. Howard Jonas, who is not a Named Executive Officer, received a bonus of $325,000 unchanged from that paid in respect of 2022. In December 2023, in connection with events related to the Company’s exit from the U.K. retail energy market, Mr. Stein and Mr. Goldin were paid extraordinary bonuses of $400,000 and $250,000, respectively. Base Salaries Base salaries for our Named Executive Officers were essentially unchanged in 2023 compared to 2022. Equity Grants In 2023, Mr. Stein received (i) 90,000 restricted shares of Class B Common Stock upon the vesting of DSUs that was conditional on the market price for the Class B Common Stock maintaining certain levels, and (ii) grants of equity interests in the Company’s Genie Solar and Diversegy subsidiaries. In 2023, Mr. Goldin received (i) 30,000 restricted shares of Class B Common Stock upon the vesting of DSUs that was conditional on the market price for the Class B Common Stock maintaining certain levels, and (ii) a grant of equity interests in the Company’s Genie Solar subsidiary. In 2023, Mr. Jonas received 110,000 restricted shares of Class B Common Stock upon the vesting of DSUs that was conditional on the market price for the Class B Common Stock maintaining certain levels.

  16. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS On February 8, 2024, the Company entered into the Fourth Amended and Restated Employment Agreement with Mr. Goldin (the “Goldin Employment Agreement”) to be effective as of January 1, 2024. Pursuant to the Goldin Employment Agreement, Mr. Goldin is paid an annual base salary of $425,000 to serve as the Chief Financial Officer of the Company and is entitled to receive a guaranteed annual cash bonus of $150,000. In addition, Mr. Goldin is eligible to receive an additional discretionary cash bonus with a target of $150,000. The Goldin Employment Agreement has a three year term and shall be renewed automatically or extended for additional one-year periods unless, not later than ninety (90) days prior to expiration, the Company or Mr. Goldin shall have notified the other party in writing that such renewal extension shall not take effect. During the term of the agreement, Mr. Goldin is eligible to participate in the Company’s benefit plans as well as the Company’s 401(k) savings plan. Should Mr. Goldin’s employment be terminated due to his death or disability, as defined in the Goldin Employment Agreement, Mr. Goldin (or, in the event of his death, his estate) shall receive any accrued or vested compensation, including salary and bonus(es) and reimbursement for unpaid and approved business expenses through the date of termination. If Mr. Goldin is terminated by the Company for “cause” or if Mr. Goldin resigns without “good reason”, Mr. Goldin shall be entitled to receive accrued or vested compensation, including salary and guaranteed bonus, and to be reimbursed for unpaid and approved business expenses, through the date of termination. If the Company terminates Mr. Goldin without “cause”, or if Mr. Goldin resigns for “good reason” (which includes, among other things, a “change of control” of the Company, as defined in the agreement), the Company, subject to Mr. Goldin’s execution and delivery of the Company’s standard release agreement, shall pay to Mr. Goldin all accrued or vested compensation, including salary, guaranteed bonus, and discretionary bonus, and reimburse Mr. Goldin for unpaid and approved business expenses, through the date of termination, as well as a severance payment (the “Non-Cause Severance Payment”) equal to Mr. Goldin’s annual base salary plus the greater of (i) the amount Mr. Goldin would be entitled to under Company policy in effect at the time of termination, and (ii) Mr. Goldin’s annual base salary plus his guaranteed bonus plus discretionary bonus for twenty months (the “Minimum Severance Period”). In addition, subject to Mr. Goldin’s execution and delivery of the Company’s standard release agreement, all awards theretofore granted to Mr. Goldin under the Company’s incentive plans shall continue to vest (and the restrictions thereon lapse) on their then existing schedule. These payments shall be paid over the period of time covered thereby on the Company’s regularly scheduled payroll payment dates. If Mr. Goldin resigns due to a CEO change, subject to Mr. Goldin’s execution and delivery of the Company’s standard release agreement, the Company shall pay to Mr. Goldin a severance payment equal to the greater of (i) the amount Mr. Goldin would be entitled to under Company policy in effect at the time of termination, and (ii) Mr. Goldin’s annual base salary plus his guaranteed bonus for a period of twelve months. If, upon expiration of the term of the Goldin Employment Agreement, and in the event the Company does not offer to extend the terms on terms that, had such term been implemented by the Company during the Term, would not have given Mr. Goldin the right to terminate his employment for good reason under clauses (ii), (iii) or (iv) of the definition of good reason, and the Company and Mr. Goldin do not agree on terms and conditions for continued employment, subject to Mr. Goldin’s execution and delivery of the Company’s standard release agreement, the Company shall pay to Mr. Goldin all accrued or vested compensation, including salary, commission, guaranteed bonus and discretionary bonus, and reimburse Mr. Goldin for unpaid and approved business expenses, through the date of termination, as well as a severance payment equal to the greater of (i) the amount Mr. Goldin would be entitled to under Company policy applicable to management employees in effect at the time of termination, and (ii) Mr. Goldin’s annual base salary plus his guaranteed bonus and discretionary bonus (at the rates in effect on the date of termination) for the Minimum Severance Period. In addition, subject to Mr. Goldin’s execution and delivery of the Company’s standard release agreement, all awards theretofore granted to Mr. Goldin under the Company’s incentive plans shall continue to vest (and the restrictions thereon lapse) on their then existing schedule through the end of the Minimum Severance Period. These payments shall be paid over the period of time covered thereby on the Company’s regularly scheduled payroll payment dates. The agreement defines “cause” as: (i) Mr. Goldin’s indictment or conviction for the commission of an act or acts constituting a felony under the laws of the United States or any State thereof; (ii) Mr. Goldin’s commission of fraud, embezzlement or gross negligence; (iii) Mr. Goldin’s willful or continued failure to perform an act permitted by the Company’s rules, policies or procedures, including without limitation, the Company’s Code of Business Conduct and Ethics that is within his material duties under the Goldin Employment Agreement (other than by reason of physical or mental illness or disability) or directives of the Board, or material breach of the terms of the Goldin Employment Agreement or of his non-disclosure and non-competition conditions, in each case, after written notice has been delivered to Mr. Goldin by the Company, and Mr. Goldin’s failure to substantially perform his duties or breach is not cured within fifteen (15) business days after such notice has been given to Mr. Goldin; (iv) any misrepresentation by Mr. Goldin of a material fact to or concealment by Mr. Goldin of a material fact from the Company’s Board, Chairman of the Board, Chief Executive Officer and/or general counsel; or (v) any material violation of the Company’s rules, policies or procedures, including without limitation, the Company’s Code of Business Conduct and Ethics.

  17. EMPLOYMENT AGREEMENTS

    The agreement, defines “good reason” as: (i) the Company’s failure to perform its material duties under the Goldin Employment Agreement, which failure has not been cured by the Company within fifteen (15) days of its receipt of written notice thereof from Mr. Goldin; (ii) a reduction by the Company (without the consent of Mr. Goldin, which consent may be revoked at any time) in Mr. Goldin’s annual base salary, or substantial reduction in the other benefits provided to Mr. Goldin; (iii) the assignment to Mr. Goldin of duties inconsistent with Mr. Goldin’s status as a senior executive officer of the Company or the designation by the Company of Mr. Goldin to any position or capacity other than (A) Chief Financial Officer of the Company, (B) Chief Financial Officer of one of the Company’s subsidiaries, or (C) Chief Operating Officer of the Company; (iv) the relocation of Mr. Goldin’s principal place of employment to a location more than thirty-five (35) miles from its current Newark, New Jersey location or outside of the New York City metropolitan areas; (v) the assignment of duties inconsistent with the Company’s rules, policies or procedures, including without limitation, the Company’s Code of Business Conduct and Ethics; (vi) any purported termination of Mr. Goldin s employment not in accordance with the terms of the Goldin Employment Agreement; or (vii) any “Change in Control” of the Company. A “Change in Control” is defined as: if (A) any person or group (within the meaning of Rule 13d-3 of the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended), other than Howard Jonas, members of his immediate family, his affiliates, trusts or private foundations established by or on his behalf, and the heirs, executors or administrators of Howard Jonas, shall acquire in one or a series of transactions, whether through sale of stock or merger, voting securities representing more than 50% of the voting power of all outstanding voting securities of the Company or any successor entity of the Company, or (B) the stockholders of the Company shall approve a complete liquidation or dissolution of the Company. The agreement defines “CEO change” as: the appointment as Chief Executive Officer of the Company any person other than, Michael Stein, Howard Jonas, the Employee or any person that is affiliated with the holders of the Class A Common Stock of the Company. The Company does not have an employment agreement with Michael Stein.

  18. POTENTIAL POST-EMPLOYMENT PAYMENTS

    POTENTIAL POST-EMPLOYMENT PAYMENTS Avi Goldin, the Company’s Chief Financial Officer, is entitled under his employment agreement to payments upon termination. In the event Mr. Goldin’s employment is terminated due to his death or disability, Mr. Goldin (or, in the event of his death, his estate) shall be entitled to receive any accrued or vested compensation, including salary and bonus(es), reimbursement for unpaid and approved business expenses through the date of termination. If Mr. Goldin is terminated by the Company for cause or if Mr. Goldin resigns without good reason, Mr. Goldin shall be entitled to receive accrued or vested compensation, including salary and guaranteed bonus, and to be reimbursed for unpaid and approved business expenses, through the date of termination. If the Company terminates Mr. Goldin without cause, or if Mr. Goldin resigns for good reason, (i) Mr. Goldin shall be paid all accrued or vested compensation, including salary and bonus(es), and shall be reimbursed for unpaid and approved business expenses, through the date of termination, as well as (ii) a severance payment equal to his Base Salary plus the greater of (x) the amount he would be entitled to under Company policy in effect at that time, and (y) his Base Salary plus Guaranteed Bonus plus Discretionary Bonus for a number of months equal to twenty (20 (the “Minimum Severance Period”). In addition, subject to Mr. Goldin’s execution and delivery of the Company’s standard release agreement, all awards theretofore granted to Mr. Goldin under the Company’s incentive plans shall continue to vest (and the restrictions thereon lapse) on their then existing schedule. These payments shall be paid over the period of time covered thereby on the Company’s regularly scheduled payroll payment dates. If, upon the expiration of the term of the employment agreement, and in the event the Company does not extend the term on terms that, had such term been implemented by the Company during the Term, would not have given Mr. Goldin the right to terminate his employment for good reason under clauses (ii), (iii) or (iv) of the definition of good reason, and the Company and Mr. Goldin do not agree on terms and conditions for continued employment, (i) Mr. Goldin shall be paid all accrued or vested compensation, including salary, commission, and bonus(es), and shall be reimbursed for unpaid and approved business expenses, through the date of termination, as well as a severance payment equal to the greater of (i) the amount Mr. Goldin would be entitled to under Company policy applicable to management employees in effect at the time of termination, or (ii) Mr. Goldin’s base salary plus guaranteed bonus and discretionary bonus (at the rates in effect on the date of termination) for the Minimum Severance Period. In addition, subject to Mr. Goldin’s execution and delivery of the Company’s standard release agreement, all awards theretofore granted to Mr. Goldin under the Company’s incentive plans shall continue to vest (and the restrictions thereon lapse) on their then existing schedule through the end of the Minimum Severance Period. These payments shall be paid over the period of time covered thereby on the Company’s regularly scheduled payroll payment dates. Please see the section above entitled “Employment Agreements” for more details on these payments and the employment agreements of these executive officers, generally. Pursuant to the Company’s Restricted Stock Agreement, in the event of a Change in Control (as defined in the 2021 Plan), all of the unvested restricted shares of Class B Stock held by the holder shall vest in full immediately. Pursuant to a Restricted Stock Agreement (the “Solar RSA”), dated as of March 8, 2023, between Genie Solar, Inc., a majority owned subsidiary of the Company (“Genie Solar") and Mr. Goldin, Mr. Goldin was granted 25 shares of common stock of Genie Solar that vested as to 8.33 shares on each of March 8, 2024, 2025 and 2026. Under the Solar RSA, in the event that the Company terminates Mr. Goldin’s role as President of Genie Solar without cause (as defined in the Solar RSA), then, in addition to the restricted shares of Genie Solar’s common stock that have already vested, a pro rata portion of the unvested restricted shares shall vest. Also, in the event of a Change of Control, all of the unvested restricted shares of Genie Solar held by Mr. Goldin shall vest in full immediately. Pursuant to a Solar RSA, dated as of March 8, 2023, between Genie Solar and Mr. Stein, Mr. Stein was granted 10 shares of common stock of Genie Solar that vested as to 3.33 shares on each of March 8, 2024, 2025 and 2026. Under the Solar RSA, in the event of a Change of Control, all of the unvested restricted shares of Genie Solar held by Mr. Stein shall vest in full immediately. Pursuant to a Restricted LLC Interest Agreement (the “Diversegy RIA”), dated as of April 21, 2023, between Diversegy, LLC, a majority owned subsidiary of the Company (“Diversegy") and Mr. Stein, Mr. Stein was granted a 1% interest in Diversegy (the “Restricted Interest”) that vested as to one-third on each of December 22, 2023, 2024 and 2025. Under the Diversegy RIA, in the event of a Change of Control, all of the unvested Restricted Interest held by Mr. Stein shall vest in full immediately. The following table and related footnote describe and quantify the amount of post-termination payments that would be payable to each of the Named Executive Officers of the Company who have employment agreements in the event of termination of such Named Executive Officer’s employment as of December 31, 2025 under various employment-related scenarios pursuant to the employment agreements entered into with each of the Named Executive Officers set forth in the table below utilizing a per share stock price of $13.78, the closing market price of the Company’s Class B Common Stock on December 31, 2025, the last trading day of 2025. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different from those presented in the following table. Factors that could affect these amounts include the timing during the year of any such event, the Company’s stock price and the Named Executive Officer’s age.

  19. POTENTIAL POST-EMPLOYMENT PAYMENTS

    | Name | Benefit($) | Death ($) | Disability($) | Change In Control | By Company w/o Cause ($) | By Company w/ Cause ($) | By NEO w/o Good Reason ($) | By NEO w/ Good Reason ($) | CEO Change ($) | | Michael Stein | Severance | — | — | — | — | — | — | — | — | | | Restricted Stock(1) | — | — | 1,561,729 | — | — | — | — | — | | | Stock Options | — | — | — | — | — | — | — | — | | Avi Goldin | Severance | — | — | — | 1,633,333 | — | — | 1,633,333 | 575,000 | | | Restricted Stock(1) | — | — | 432,692 | — | — | — | — | — | | | Stock Options | — | — | — | — | — | — | — | — |

  20. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All other Compensation ($) | Total ($) | | Michael Stein | Fiscal 2025 | $450,000 | $875,000 | — | — | $46,250(3) | $1,371,250 | | Chief Executive Officer | Fiscal 2024 | $431,371 | $875,000 | $2,125,000(4) | — | $42,375(5) | $3,473,746 | | | Fiscal 2023 | $432,829 | $1,375,000 | $1,294,426(6) | — | $98,051(7) | $3,200,306 | | Avi Goldin | Fiscal 2025 | $425,000 | $430,000 | — | — | $14,025(8) | $869,025 | | Chief Financial Officer | Fiscal 2024 | $425,000 | $430,000 | $545,700(9) | — | $16,595(10) | $1,417,295 | | | Fiscal 2023 | $400,000 | $700,000 | $450,872(11) | — | $49,311(12) | $1,600,183 |

  21. Grants of Plan-Based Awards

    Grants of Plan-Based Awards There were no grants of Plan-Based awards made to our Named Executive Officers in Fiscal 2025.

  22. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information on the current holdings of stock options, unvested shares of Restricted Stock by our Named Executive Officers at December 31, 2025.

  23. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | Name | Option Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | | Avi Goldin | — | — | — | — | — | 31,400(2) | 432,692 | | Michael Stein | — | — | — | — | — | 113,333(3) | 1,561,729 |

  24. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) The market value of unvested shares of Restricted Stock is calculated by multiplying the number of unvested shares of stock held by the applicable named executive officer by the closing price of our Class B Common Stock on December 31, 2025 (the last trading day of 2025), which was $13.78. |

  25. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) Represents (i) 10,000 shares of Restricted Stock that vested on February 10, 2026; and (ii) 21,400 shares of Restricted Stock that are scheduled to vest as follows: 10,700 shares on each of August 3, 2026 and August 2, 2027. |

  26. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) Represents (i) 30,000 shares of Restricted Stock that vested on February 10, 2026; and (ii) 83,333 shares of Restricted Stock that are scheduled to vest as follows: 41,667 shares on August 3, 2026, and 41,666 shares vesting on August 2, 2027. |

  27. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding the stock options exercised and the shares of Restricted Stock that vested for each of the Named Executive Officers in Fiscal 2025.

  28. Option Exercises and Stock Vested

    | | Option Awards | | Restricted Stock Awards | | | | Name | Number of Shares Acquired Upon Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired Upon Vesting (#) | Number of Shares Withheld to Cover Taxes (#) | Value Realized on Vesting ($)(1) | | Avi Goldin | — | $— | 30,700 | 18,008 | $561,633 | | Michael Stein | — | $— | 101,667 | 36,204 | $1,878,057 |

  29. Option Exercises and Stock Vested

    | (1) The value of shares of Restricted Stock realized upon vesting represents the total number of shares acquired on vesting (without regard to the amount of shares withheld to cover taxes) and is based on the closing price of the shares of Class B Common Stock on the vesting date or the last trading day prior to the vesting date when the vesting date was not a trading day. |

  30. CEO Pay Ratio

    CEO Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our “median employee”, as defined below. The 2025 annual total compensation of our Chief Executive Officer, Michael Stein, is $1,371,250, the 2025 annual total compensation of our median compensated employee is $53,844, and the ratio of these amounts is 25 to 1. The Company identified the median compensated employee by examining the 2025 total cash compensation and the approved value of the equity awards granted during 2025 for all individuals, excluding its Chief Executive Officer, who were employed by the Company on December 19, 2025, the last day of its fiscal payroll year. The Company included all employees, whether employed on a full-time, part-time, or seasonal basis. The Company did not make any assumptions, adjustments, or estimates with respect to total cash compensation, and it did not annualize the compensation for any full-time employees that were not employed by the Company for all of 2025. For employees paid in currencies other than U.S. Dollars, monthly compensation was converted to U.S. Dollars using the applicable exchange rate for the last business day of each month of 2025. As our employee population was an even number on the determination date, we identified the two middle employees at the 50th percentile of our ranked data. We then calculated the average of the total annual compensation of these two individuals to represent our median compensated employee for the purposes of the pay ratio calculation. Since the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. After identifying the median compensated employee, we calculated annual total compensation for such employee using the same methodology we use for our Named Executive Officers as set forth in the Summary Compensation Table, above. As illustrated in the table below, the 2025 pay ratio for the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee is 25 to 1.

  31. CEO Pay Ratio

    | | CEO to Median Employee | | | | Pay Ratio | | | | CEO | Median Employee | | Base Salary (including bonus) | $1,325,000 | $53,094 | | Stock Awards | $— | — | | All Other Compensation | $46,250 | 750 | | TOTAL | $1,371,250 | $53,844 | | CEO Pay to Median Employee Pay Ratio | 25:1 | |

  32. Pay vs. Performance

    Pay vs. Performance The following table presents compensation information for Michael Stein, our Chief Executive Officer, and the average compensation information for the other individuals named in the summary compensation table, as well as certain measures relating to Company performance.

  33. Pay vs. Performance

    | Fiscal Year(1) | Summary Compensation Table Total for PEO(2) ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(8) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(14) ($) | Value of Initial Fixed $100 Investment Based On Peer Group’s Total Shareholder Return(15) ($) | Net Income ($)* | | Fiscal 2025 | $1,371,250 | $1,459,186(3) | $869,025 | $895,211 | $209.89 | $159.39 | $23,715,000 | | Fiscal 2024 | $3,473,746 | $1,516,996(4) | $1,417,295 | $602,263(10) | $233.06 | $137.37 | $35,216,000 | | Fiscal 2023 | $3,200,306 | $6,149,014(5) | $1,600,183 | $2,716,625(11) | $412.84 | $110.63 | $52,983,000 | | Fiscal 2022 | $2,401,670 | $1,995,549(6) | $1,181,035 | $1,071,018(12) | $148.92 | $119.19 | $86,930,714 | | Fiscal 2021 | $919,383 | $663,962(7) | $999,261 | $734,461(13) | $77.25 | $117.41 | $27,841,867 |

  34. Pay vs. Performance

    | * As described in our Current Report on Form 8-K filed with the SEC on March 12, 2026 and the Form 10-K for the fiscal year ended December 31, 2025,during the course of the audits of the Company’s consolidated financial statements for the years ended December 31, 2025, 2024 and 2023, we discovered certain errors in prior financial statements and determined that the financial statements for the fiscal years ended December 31, 2024 and 2023 as well as the quarterly statements of fiscal 2025 needed to be restated. The restated financial statements included substantial changes in our Net Income for the years ended December 31, 2024 and 2023. The figures in the table above and the discussion below in this section reflect the restated figures. |

  35. Pay vs. Performance

    | (1) Information provided for last five fiscal years. |

  36. Pay vs. Performance

    | (2) Michael Stein, Chief Executive Officer. |

  37. Pay vs. Performance

    | (3) In Fiscal 2025, the compensation actually paid to Mr. Stein was higher than the total amount disclosed in the Summary Compensation Table in the amount of $87,936, due to the following: |

  38. Pay vs. Performance

    (a) An increase in the amount of $87,936 related to 113,333 shares of our Restricted Stock granted prior to Fiscal 2025 that remained outstanding and unvested at the end of Fiscal 2025 with a fair market value of $1,561,729 (based upon the closing price of our Class B Common Stock on December 31, 2025 (the last trading day of 2025) of $13.78). In addition: (i) 30,000 restricted shares of our Class B Common Stock vested on February 10, 2025 having a fair market value of $431,100 (based on the closing price of our Class B Common Stock on February 10, 2025 of $14.37); (ii) 41,667 shares of our Restricted Stock vested on August 1, 2025 having a fair market value of $841,257 (based on the closing price of our Class B Common Stock on August 1, 2025 of $20.19); and (iii) 30,000 shares of our Restricted Stock vested on August 3, 2025 having a fair market value of $605,700 (based on the closing price of our Class B Common Stock on August 1, 2025 (as August 3, 2025 was not a trading day) of $20.19). The fair market value of the shares of our Restricted Stock remaining outstanding and unvested at the end of Fiscal 2025 and the vesting of shares of our Restricted Stock during Fiscal 2025 relating to awards granted prior to Fiscal 2025 was $3,439,786. Such shares had a fair market value at the end of Fiscal 2024 of $3,351,850 (based upon the closing price of our Class B Common Stock on December 31, 2024 (the last trading day of 2024) of $15.59). Therefore, the difference in fair market value was $87,936. (b) The value of the interests granted to Mr. Stein in Fiscal 2023 of: (i) 10 restricted shares of common stock of Genie Solar, which represents 1% of the outstanding common stock of Genie Solar, that vested as to 3.33 shares on March 8, 2025; and (ii) a 1% restricted interest in Diversegy, LLC that vested as to one-third of the grant on December 22, 2025, were valued at the time of the grants. The Company has not undertaken any updated valuation of those interests, and therefore, for purposes of this table, the Company has assumed there hasn’t been a change of value to be reflected.

  39. Pay vs. Performance

    | (4) In Fiscal 2024, the compensation actually paid to Mr. Stein was lower than the total amount disclosed in the Summary Compensation Table in the amount of $1,956,750, due to the following: |

  40. Pay vs. Performance

    | (a) A reduction in the amount of $2,125,000 relating to the fair market value of the grant, on August 1, 2024, of 125,000 restricted shares of Class B Common Stock as set forth in the Summary Compensation Table; |

  41. Pay vs. Performance

    | (b) An increase in the amount of $1,948,750 related to a grant in Fiscal 2024, of 125,000 shares of our Restricted Stock having a fair market value at the end of Fiscal 2024 of $1,948,750 (based upon the closing price of our Class B Common Stock on December 31, 2024 (the last trading day of 2024) of $15.59); and |

  42. Pay vs. Performance

    | (c) A deduction in the amount of $1,780,500 related to 90,000 shares of our Restricted Stock granted prior to Fiscal 2024 that remained outstanding and unvested at the end of Fiscal 2024 with a fair market value of $1,403,100 (based upon the closing price of our Class B Common Stock on December 31, 2024 (the last trading day of 2024) of $15.59). In addition, (i) 30,000 shares of our Restricted Stock vested on February 10, 2024 having a fair market value of $554,700 based on the closing price of our Class B Common Stock on February 9, 2024 (as February 10, 2024 was not a trading day) of $18.49; and (ii) 30,000 shares of our Restricted Stock vested on August 3, 2024 having a fair market value of $481,200 (based on the closing price of our Class B Common Stock on August 2, 2024 (as August 3, 2024 was not a trading day) of $16.04). The fair market value of the shares of our Restricted Stock remaining outstanding and unvested at the end of Fiscal 2024 and the vesting of shares of our Restricted Stock during Fiscal 2024 relating to awards granted prior to Fiscal 2024 was $2,439,000. Such shares had a fair market value at the end of Fiscal 2023 of $4,219,500 (based upon the closing price of our Class B Common Stock on December 29, 2023 (the last trading day of 2023) of $28.13). Therefore, the difference in fair market value was a negative $1,780,500. |

  43. Pay vs. Performance

    | (d) The value of the interests granted to Mr. Stein in Fiscal 2023 of (i) 10 restricted shares of common stock of Genie Solar, which represents 1% of the outstanding common stock of Genie Solar that vested as to 3.33 shares on March 8, 2024 and (ii) a 1% restricted interest in Diversegy, LLC that vested as to one-third of the grant on December 22, 2024, were valued at the time of the grants. The Company has not undertaken any updated valuation of those interests, and therefore, for purposes of this table, the Company has assumed there hasn’t been a change of value to be reflected. |

  44. Pay vs. Performance

    | (5) In Fiscal 2023, the compensation actually paid to Mr. Stein was higher than the total amount disclosed in the Summary Compensation Table in the amount of $2,948,708, due to the following: |

  45. Pay vs. Performance

    | (a) A reduction in the amount of $1,271,250 relating to the fair market value of the grant on May 23, 2023 of 90,000 restricted shares of our Class B Common Stock as set forth in the Summary Compensation Table; |

  46. Pay vs. Performance

    | (b) An increase in the amount of $2,531,700 related to a grant in Fiscal 2023, of 90,000 shares of our Restricted Stock having a fair market value at the end of Fiscal 2023 of $2,531,700 (based upon the closing price of our Class B Common Stock on December 29, 2023 (the last trading day of 2023) of $28.13); and |

  47. Pay vs. Performance

    | (c) An increase in the amount of $1,688,258 related to 60,000 shares of our Restricted Stock granted prior to Fiscal 2023 that remained outstanding and unvested at the end of Fiscal 2023 with a fair market value of $1,687,800 (based upon the closing price of our Class B Common Stock on December 29, 2023 (the last trading day of 2023) of $28.13). In addition, (i) 52,448 shares of our Restricted Stock vested on November 4, 2023 having a fair market value of $1,064,170 (based on the closing price of our Class B Common Stock on November 3, 2023 (as November 4, 2023 was not a trading day) of $20.29); and (ii) 30,000 shares of our Restricted Stock vested on August 3, 2023 having a fair market value of $409,200 (based on the closing price of our Class B Common Stock on August 3, 2023 of $13.64). The fair market value of the shares of our Restricted Stock remaining outstanding and unvested at the end of Fiscal 2023 and the vesting of shares of our Restricted Stock during Fiscal 2023 relating to awards granted prior to Fiscal 2023 was $3,161,170. Such shares had a fair market value at the end of Fiscal 2022 of $1,472,912 (based upon the closing price of our Class B Common Stock on December 30, 2022 (the last trading day of 2022) of $10.34). Therefore, the difference in fair market value was $1,688,258. |

  48. Pay vs. Performance

    | (d) The value of the interests granted to Mr. Stein in Fiscal 2023 of (i) 10 restricted shares of common stock of Genie Solar, which represents 1% of the outstanding common stock of Genie Solar and (ii) a 1% restricted interest in Diversegy, LLC, were valued at the time of the grants and assumed to not have changed value at the end of Fiscal 2023 and as to grant in Diversegy at the time of vesting of one-third of the restricted interest. |

  49. Pay vs. Performance

    | (6) In Fiscal 2022, the compensation actually paid to Mr. Stein was lower than the total amount disclosed in the Summary Compensation Table in the amount of $406,121, due to the following: |

  50. Pay vs. Performance

    | (a) A reduction in the amount of $930,600, as in Fiscal 2022, Mr. Stein was granted 90,000 shares of our Restricted Stock having a fair market value at the end of Fiscal 2022 of $930,600 (based upon the closing price of our Class B Common Stock on December 30, 2022 (the last trading day of 2022) of $10.34); and |

  51. Pay vs. Performance

    | (b) An increase in the amount of $524,479 as 52,448 shares of our Restricted Stock relating to awards granted prior to Fiscal 2022 remained outstanding and unvested at the end of Fiscal 2022 with a fair market value of $542,312 (based upon the closing price of our Class B Common Stock on December 30, 2022 (the last trading day of 2022) of $10.34). In addition, 52,448 shares of our Restricted Stock vested on November 4, 2022 having a fair market value of $566,438 (based on the closing price of our Class B Common Stock on November 4, 2022 of $10.80). The fair market value of the shares of our Class B Common Stock remaining outstanding and unvested at the end of Fiscal 2022 and the vesting of shares of our Restricted Stock during Fiscal 2022 relating to awards granted prior to Fiscal 2022 was $1,108,750. Such shares had a fair market value at the end of Fiscal 2021 of $584,271 (based upon the closing price of our Class B Common Stock on December 31, 2021 (the last trading day of 2021) of $5.57). Therefore, the difference in fair market value was $524,479. |

  52. Pay vs. Performance

    | (7) In Fiscal 2021, the compensation actually paid to Mr. Stein was lower than the total amount disclosed in the Summary Compensation Table in the amount of $255,421, due to the following: |

  53. Pay vs. Performance

    | (a) 104,896 shares of our Restricted Stock relating to awards granted prior to Fiscal 2021 remained outstanding and unvested at the end of Fiscal 2021 with a fair market value of $584,271 (based upon the closing price of our Class B Common Stock on December 31, 2021 (the last trading day of 2021) of $5.57). In addition, 52,448 restricted shares of our Class B Common Stock vested on November 4, 2021 having a fair market value of $294,758 (based on the closing price of our Class B Common Stock on November 4, 2021 of $5.62). The fair market value of the shares of our Restricted Stock remaining outstanding and unvested at the end of Fiscal 2021 and the vesting of shares of our Restricted Stock during Fiscal 2021 relating to awards granted prior to Fiscal 2021 was $879,029. Such shares had a fair market value at the end of Fiscal 2020 of $1,134,450 (based upon the closing price of our Class B Common Stock on December 31, 2020 (the last trading day of 2020) of $7.21). Therefore, the difference in fair market value was a negative $255,421. |

  54. Pay vs. Performance

    | (8) Avi Goldin, Chief Financial Officer. |

  55. Pay vs. Performance

    | (9) In Fiscal 2025, the compensation actually paid to Mr. Goldin was higher than the total amount disclosed in the Summary Compensation Table in the amount of $26,186, due to the following: |

  56. Pay vs. Performance

    | (a) An increase in the amount of $26,186 related to 31,400 shares of our Restricted Stock granted prior to Fiscal 2025 that remained outstanding and unvested at the end of Fiscal 2025 with a fair market value of $432,692 (based upon the closing price of our Class B Common Stock on December 31, 2025 (the last trading day of 2025) of $13.78). In addition: (i) 10,000 shares of our Restricted Stock vested on February 10, 2025 having a fair market value of $143,700 (based on the closing price of our Class B Common Stock on February 1, 2025 of $14.37); (ii) 10,700 shares of our Restricted Stock vested on August 1, 2025 having a fair market value of $216,033 (based on the closing price of our Class B Common Stock on August 1, 2025 of $20.19); and (iii) 10,000 shares of our Restricted Stock vested on August 3, 2025 having a fair market value of $201,900 (based on the closing price of our Class B Common Stock on August 1, 2025 (as August 3, 2025 was not a trading day) of $20.19). The fair market value of the shares of our Restricted Stock remaining outstanding and unvested at the end of Fiscal 2025 and the vesting of shares of our Restricted Stock during Fiscal 2025 relating to awards granted prior to Fiscal 2025 was $994,325. Such shares had a fair market value at the end of Fiscal 2024 of $968,139 (based upon the closing price of our Class B Common Stock on December 31, 2024 (the last trading day of 2024) of $15.59). Therefore, the difference in fair market value was $26,186. |

  57. Pay vs. Performance

    | (b) The value of the interests granted to Mr. Goldin in Fiscal 2023 of 25 restricted shares of common stock of Genie Solar, which represents 2.5% of the outstanding common stock of Genie Solar, was valued at the time of the grant that vested as to 8.33 shares on March 8, 2025, were valued at the time of the grant. The Company has not undertaken any updated valuation of the interest, and therefore, for purposes of this table, the Company has assumed there hasn’t been a change of value to be reflected. |

  58. Pay vs. Performance

    | (10) In Fiscal 2024, the compensation actually paid to Mr. Goldin was lower than the total amount disclosed in the Summary Compensation Table in the amount of $815,032, due to the following: |

  59. Pay vs. Performance

    | (a) A reduction in the amount of $545,700 relating to the fair market value of the grant on August 1, 2024 of 32,100 shares of our Restricted Stock as set forth in the Summary Compensation Table; |

  60. Pay vs. Performance

    | (b) An increase in the amount of $500,439 related to a grant in Fiscal 2024, of 32,100 shares of our Restricted Stock having a fair market value at the end of Fiscal 2024 of $843,900 (based upon the closing price of our Class B Common Stock on December 31, 2024 (the last trading day of 2024) of $15.59); and |

  61. Pay vs. Performance

    | (c) A deduction in the amount of $769,771 related to 30,000 shares of our Restricted Stock granted prior to Fiscal 2024 that remained outstanding and unvested at the end of Fiscal 2024 with a fair market value of $467,700 (based upon the closing price of our Class B Common Stock on December 29, 2024 (the last trading day of 2024) of $15.59). In addition, (i) 10,000 shares of our Restricted Stock vested on February 10, 2024 having a fair market value of $184,900 (based on the closing price of our Class B Common Stock on February 9, 2024 (as February 10, 2024 was not a trading day) of $18.49); and (ii) 24,580 shares of our Restricted Stock vested on August 3, 2024 having a fair market value of $394,263 (based on the closing price of our Class B Common Stock on August 2, 2024(as August 3, 2024 was not a trading day) of $16.04). The fair market value of the shares of our Restricted Stock remaining outstanding and unvested at the end of Fiscal 2024 and the vesting of shares of our Restricted Stock during Fiscal 2024 relating to awards granted prior to Fiscal 2024 was $1,046,864. Such shares had a fair market value at the end of Fiscal 2024 of $1,816,635 (based upon the closing price of our Class B Common Stock on December 29, 2023 (the last trading day of 2023) of $28.13). Therefore, the difference in fair market value was a negative $769,771. |

  62. Pay vs. Performance

    | (d) The value of the grant to Mr. Goldin in Fiscal 2023 of 25 restricted shares of common stock of Genie Solar, which represents 2.5% of the outstanding common stock of Genie Solar was valued at the time of the grant that vested as to 8.33 shares on March 8, 2024, were valued at the time of the grant. The Company has not undertaken any updated valuation of the interest, and therefore, for purposes of this table, the Company has assumed there hasn’t been a change of value to be reflected. |

  63. Pay vs. Performance

    | (11) In Fiscal 2023, the compensation actually paid to Mr. Goldin was higher than the total amount disclosed in the Summary Compensation Table in the amount of $1,116,442, due to the following: |

  64. Pay vs. Performance

    | (a) A reduction in the amount of $423,750 relating to the fair market value of the grant on May 11, 2023 of 30,000 shares of our Restricted Stock as set forth in the Summary Compensation Table; |

  65. Pay vs. Performance

    | (b) An increase in the amount of $843,900 related to a grant in Fiscal 2023, of 30,000 shares of our Restricted Stock having a fair market value at the end of Fiscal 2023 of $843,900 (based upon the closing price of our Class B Common Stock on December 29, 2023 (the last trading day of 2023) of $28.13); and |

  66. Pay vs. Performance

    | (c) An increase in the amount of $696,292 related to 34,580 shares of our Restricted Stock granted prior to Fiscal 2023 that remained outstanding and unvested at the end of Fiscal 2023 with a fair market value of $972,735 (based upon the closing price of our Class B Common Stock on December 29, 2023 (the last trading day of 2023) of $28.13). In addition, 24,580 shares of our Restricted Class B Common Stock vested on August 3, 2023 having a fair market value of $335,271 (based on the closing price of our Class B Common Stock on August 3, 2023 of $13.64). The fair market value of the shares of our Restricted Stock remaining outstanding and unvested at the end of Fiscal 2023 and the vesting of shares of our Restricted Stock during Fiscal 2023 relating to awards granted prior to Fiscal 2023 was $1,308,006. Such shares had a fair market value at the end of Fiscal 2022 of $611,714 (based upon the closing price of our Class B Common Stock on December 30, 2022 (the last trading day of 2022) of $10.3)4. Therefore, the difference in fair market value was $696,292. |

  67. Pay vs. Performance

    | (d) The value of the grant to Mr. Goldin in Fiscal 2023 of 25 restricted shares of common stock of Genie Solar, which represents 2.5% of the outstanding common stock of Genie Solar was valued at the time of the grant and assumed to not have changed value by the end of Fiscal 2023. |

  68. Pay vs. Performance

    | (12) In Fiscal 2022, the compensation actually paid to Mr. Goldin was lower than the total amount disclosed in the Summary Compensation Table in the amount of $110,017, due to the following: |

  69. Pay vs. Performance

    | (a) A reduction in the amount of $310,200 as in Fiscal 2022, Mr. Goldin was granted 30,000 shares of our Restricted Stock having a fair market value at the end of Fiscal 2022 of $310,200 (based upon the closing price of our Class B Common Stock on December 30, 2022 (the last trading day of 2022) of $10.34); and |

  70. Pay vs. Performance

    | (b) An increase in the amount of $200,183 as 29,160 shares of our Restricted Stock relating to awards granted prior to Fiscal 2022 remained outstanding and unvested at the end of Fiscal 2022 with a fair market value of $301,514 (based upon the closing price of our Class B Common Stock on December 30, 2022 (the last trading day of 2022) of $10.34). In addition, 14,580 shares of our Restricted Stock vested on August 3, 2022 having a fair market value of $142,301 (based on the closing price of our Class B Common Stock on August 3, 2022 of $9.76). The fair market value of the shares of our Class B Common Stock remaining outstanding and unvested at the end of Fiscal 2022 and the vesting of shares of our Restricted Stock during Fiscal 2022 relating to awards granted prior to Fiscal 2022 was $443,815. Such shares had a fair market value at the end of Fiscal 2021 of $243,632 (based upon the closing price of our Class B Common Stock on December 31, 2021 (the last trading day of 2021) of $5.57). Therefore, the difference in fair market value was $200,183. |

  71. Pay vs. Performance

    | (13) In Fiscal 2021, the compensation actually paid to Mr. Goldin was lower than the total amount disclosed in the Summary Compensation Table in the amount of $264,800, due to the following: |

  72. Pay vs. Performance

    | (a) A reduction in the amount of $243,632 as in Fiscal 2021, Mr. Goldin was granted 43,740 shares of our Restricted Stock having a fair market value at the end of Fiscal 2021 of $243,632 (based upon the closing price of our Class B Common Stock on December 31, 2021 (the last trading day of 2021) of $5.57); and |

  73. Pay vs. Performance

    | (b) A deduction in the amount of $21,168 as 16,036 shares of our Restricted Stock vested on August 1, 2021 having a fair market value of $94,452 (based on the closing price of our Class B Common Stock on July 30, 2021 (August 1, 2021 was a non-trading day) of $5.89). Such shares had a fair market value at the end of Fiscal 2020 of $115,620 (based upon the closing price of our Class B Common Stock on December 31, 2020 (the last trading day of 2020) of $7.21). Therefore, the difference in fair market value was a negative $21,168. |

  74. Pay vs. Performance

    | (14) Calculated based on a hypothetical $100 investment beginning at market close on December 31, 2020. |

  75. Pay vs. Performance

    | (15) Calculated based on a hypothetical $100 investment beginning at market close on December 31, 2020 in the Dow Jones US Utility. |

  76. Pay vs. Performance

    As shown in the above table, the compensation actually paid to our Chief Executive Officer for 2025 shows a negative correlation to the compensation actually paid to our sole other Named Executive Officer and to the Total Shareholder Return for such periods, but a positive correlation to our Net Income. Due to changes in value of equity grants made to Mr. Stein in prior years that vested in the relevant years, the total compensation actually paid to Mr. Stein in 2025 was lower than in 2024, while the total compensation actually paid to Mr. Goldin was higher in 2025 than in 2024. Further our Total Shareholder Return was higher in 2025 than in 2024 (and prior years), as the market appears to have appreciated our strong operating performance and return of value to stockholders through buybacks and payment of a quarterly dividend. Due to a challenging operating environment during much of 2025, as well as variable weather in our service areas and GRE’s increased exposure to fixed cost offerings, our Net Income was lower in 2025 than in 2024, and the decrease in the compensation to Mr. Stein correlates with that (although the factors impacting Mr. Stein’s compensation were not directly impacted by the operational performance). Genie Renewables’ financial performance was negatively impacted by the decision in mid-2025 to shut down early-stage solar development activities as a result of a change in the legislative and regulatory environment due to federal law, but other portions of GREW’s portfolio, particularly Diversegy, delivered stronger performance. These positive developments were not significant enough to offset the reduced contributions from GRE and other portions of GREW. As shown in the above table, the compensation actually paid to our Chief Executive Officer for 2024, 2023 and 2022 shows a positive correlation to the compensation actually paid to our sole other Named Executive Officer and to the Total Shareholder Return for such periods, and, with respect to 2022 and 2024, shows a positive correlation to our Net Income for such periods as well. As described in the Compensation Discussion and Analysis section of this Proxy Statement, Company performance during 2023 was impacted by an unusually strong margin environment, resulting in outsized operating income and the market price for our Class B Common Stock increased substantially. While 2024 operating performance was strong in a historical Company context, it did not achieve the levels of 2023. In both 2023 and 2024, our Net Income was impacted by non-cash charges related to an insurance reserve connected to the operations of our captive insurance subsidiary, although the charge was lower in 2024 than in 2023. Our financial performance in 2022 was stronger than in 2021 and we reported very strong Net Income in 2022. The market price performance for our Class B Common Stock was weaker in 2024 than in 2023, but stronger in 2023 and 2022 compared to the immediately preceding years. Total actual compensation paid to our Chief Executive Officer and Chief Financial Officer were lower in in 2024 compared to 2023, but higher in 2023 and 2022 compared to the immediately preceding years. The value of granted equity at the ends of the covered periods (whether granted in the covered periods or granted earlier and vesting in the covered periods) has a meaningful impact in determining the total compensation levels which supports the correlation between compensation levels and Total Shareholder Return. The factors used in determining compensation of our Chief Executive Officer and our Chief Financial Officer were aligned and that supports the correlation between the compensation paid to those executives in the periods. The negative correlation between the compensation actually paid to our Chief Executive Officer and our Net Income in 2023 is primarily due to the charge recorded by the Company related to an insurance reserve by its captive insurance summary, which material and adversely impacted Net Income despite very strong operating performance by the Company during the year. For 2022, the above table shows a positive correlation to our net income, which correlation was not present in 2023. In 2023, our net income declined primarily due to a non-cash charge related to an insurance reserve connected to the operations of the captive insurance subsidiary we formed in December 2023. The compensation actually paid to our Chief Executive Officer in 2023 shows a positive correlation to our financial performance excluding that charge. As shown by the above table, the compensation actually paid to our Chief Executive Officer for 2023 and 2022 shows a positive correlation to the compensation actually paid to our sole other Named Executive Officer and to the Total Shareholder Return for that period. For 2022, it also shows a positive correlation to our net income, which correlation is not present in 2023. In 2023, our net income declined primarily due to a non-cash charge related to an insurance reserve connected to the operations of the captive insurance subsidiary we formed in December 2023. The compensation actually paid to our Chief Executive Officer in 2023 shows a positive correlation to our financial performance excluding that charge. The cash components of our executive compensation are based on a number of factors, including, in the case of bonus compensation, goals for the Company and for individual executive officers that are set early in the fiscal year by the Compensation Committee of our Board of Directors. Those goals typically include specific financial metrics as well as other qualitative and quantitative factors related to operational and other matters. Following the end of each fiscal year, management reports to the Compensation Committee regarding actual performance relative to the goals, the contribution of each executive officer related to the goals set for the Company and the relevant executive and other factors regarding the performance of the executive officers, and makes recommendations regarding various elements of compensation. The Compensation Committee then determines the compensation to be awarded. Executive officers are also granted from time to time, equity awards in securities of the Company or its subsidiaries to align their interests directly with those of our stockholders. Equity awards may include grants of restricted stock, options to purchase stock and deferred stock units which may have performance-based vesting criteria in addition to time-based vesting criteria. We have also awarded profit-sharing awards in specific operations. The correlation between Chief Executive Officer compensation and that of our sole other Named Executive Officer is due to the weight placed on Company performance and the contributions of individuals in compensation decisions for our executive officers, as well as the complementary and mutually supportive roles of our executive and senior managerial team. The correlation between executive compensation and Total Shareholder Return is influenced by equity-based elements of compensation and that the performance-based criteria for compensation

  77. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Pursuant to the Company’s Fourth Amended and Restated By-Laws, the authorized number of directors on the Board of Directors is between three and seventeen, with the actual number to be set, within that range, by the Board of Directors from time to time. There are currently five directors on the Board of Directors. The current terms of all of the directors expire at the Annual Meeting. Four of the five directors are standing for re-election at the Annual Meeting. The nominees for voting members of the Board of Directors for election by stockholders at the Annual Meeting are Howard S. Jonas, Irwin Katsof, Joyce Mason, W. Wesley Perry and Alan Rosenthal, each of whom has consented to be named in this proxy statement and to serve if elected. Except for Irwin Katsof, each of the nominees is currently serving as a director of the Company. The Board of Directors has appointed James Courter to serve as an ex-officio (non-voting) member of the Board of Directors in accordance with the Company’s Fourth Amended and Restated Bylaws. Mr. Courter’s term as an ex-officio member of the Board of Directors expires at the Annual Meeting. The Board of Directors may appoint an ex-officio member following the Annual Meeting. Brief biographical information about the nominees for directors and the ex-officio member is furnished below. Each of these director nominees is standing for election for a term of one year until the 2027 Annual Meeting, or until his or her successor is duly elected and qualified or until his earlier resignation or removal. A majority of the votes cast at the Annual Meeting of Stockholders shall elect each director. Stockholders may not vote for more than five persons, which is the number of nominees identified herein. Below contains biographical information and other information about the nominees. Following each nominee’s biographical information, we have provided information concerning particular experience, qualifications, attributes and/or skills that the Nominating Committee and the Board of Directors considered when determining that each nominee should serve as a director. Howard S. Jonas has served as Chairman of the Board of Directors of the Company since January 2011, when it was spun off from IDT, and served as Chief Executive Officer of the Company from January 2014 to November 2017. He has served as Co-Vice Chairman of the Board of the Company subsidiary, Genie Energy International Corporation, since September 2009. Mr. Jonas founded IDT in August 1990, and has served as Chairman of its Board of Directors since its inception and its Chairman since September 2022. Mr. Jonas served as member of the Board of Directors of IDT from inception to December 2020, when he was appointed as an ex-officio (non-voting) member of the Board of Directors. In March 2021, Mr. Jonas was reappointed as a voting member of the Board of Directors. Mr. Jonas served as Chief Executive Officer of IDT from October 2009 through December 2013 and from December 1991 until July 2001. Mr. Jonas served as the Chairman of the Board of Zedge, Inc., a former subsidiary of IDT that was spun off to stockholders in June 2016, from June 2016 to November 2016, and has served as the Vice Chairman of Zedge since November 2016. Mr. Jonas also serves as Chairman of the Board of IDW Media Holdings, Inc., a former subsidiary of IDT that was spun off to stockholders in September 2009, has been its Chairman since June 2022 and served as Chief Executive Officer from February 2019 through April 2020. Mr. Jonas also serves as Chairman of the Board of Directors of Rafael Holdings, Inc., a former subsidiary of IDT that was spun off to stockholders in March 2018, since August 17, 2017 and as Executive Chairman since June 13, 2022 and serves as Chief Executive Officer since June 2025 and previously served as Chief Executive Officer from March 8, 2018 through April 30, 2021. Mr. Jonas has been a director of Cornerstone Pharmaceuticals since April 2013 and was appointed Chairman of the Board of Cornerstone Pharmaceuticals in April 2016. Mr. Jonas is also the founder and has been President of Jonas Media Group (f/k/a Jonas Publishing) since its inception in 1979. Since January 2025, Mr. Jonas has served as President of CTM Media Group, Inc. Mr. Jonas received a B.A. in Economics from Harvard University. Key Attributes, Experience and Skills: As founder of the Company and Chairman of the Board since its inception, Mr. Jonas brings to the Board extensive and detailed knowledge of all aspects of our Company and each industry in which it is involved. In addition, having Mr. Jonas on the Board provides our Company with effective leadership. Irwin Katsof is a nominee for director. He has been a director of IDT Corporation since December 2024. He is the founder and the President of Global Capital Associates, Inc. Irwin Katsof was the Co-Leader of the U.S. Commerce department 2008 Trade Mission to the Republic of Georgia with Under Secretary of Trade John Sullivan, U.S. Trade Representative Larry Walther and Director of Overseas Private Investment Corporation (OPIC) Robert Mosbacher Jr. In 2011, he was appointed, by U.S. Secretary of Commerce Gary Locke and Ambassador Ron Kirk, the United States Trade Representative to serve on the U.S. Commerce Department Trade Advisory Board (ITAC 6) to advise the United States government on International Trade Policy. In 2013, Mr. Katsof formed TradeMissions.Org, which has organized 85 international trade missions in partnership with the U.S. Department of Commerce to countries including Brazil, Canada, Switzerland, Germany, Israel, Singapore, India, the United Kingdom, Saudi Arabia, UAE, Bahrain and Hong Kong. From 2010 to 2020, Mr. Katsof was Executive Director of America’s Voices In Israel, which arranged trips to Israel for political leaders, celebrities and athletes. Mr. Katsof served as a director of IDW Media Holdings, Inc. (OTC: IDWM) from October 2010 through March 2023. Mr. Katsof received his B.A. in Psychology and Organizational Development from Loyola College — Concordia University, Montreal, his Rabbinical Ordination from Yeshivat Aish Hatorah, Jerusalem and his Masters in Transpersonal Psychology from Atlantic University. In 2024, Mr. Katsof published his fourth book, a business memoir and self-help book entitled “Living Dangerously: My Struggle to Get Rich Without Losing My Soul". Mr. Katsof also completed his Series 39 and 7 exams. Mr. Katsof’s breadth of experience brings important perspectives to the Company’s Board. He has important contacts in the both the private and public sector. His skills in interpersonal relationships and working with disparate groups is useful in enabling the Company’s business units to work in a collaborative and mutually beneficial manner.

  78. ELECTION OF DIRECTORS

    Joyce J. Mason has served as a director since May 2021. Ms. Mason has also served as the Company’s Corporate Secretary since 2011, when it was spun off from IDT. Ms. Mason has served as an Executive Vice President of IDT Corporation since December 1998 and as General Counsel and Corporate Secretary of IDT from its inception. Ms. Mason also served as a director of the IDT from its inception until December 2006. In addition, Ms. Mason serves as the Corporate Secretary of Zedge, Inc., a former subsidiary of the Company that was spun off to stockholders in June 2016 and was a director from September 2008 until May 2016. Ms. Mason also served as a director of IDT Telecom from December 1999 until May 2001 and as a director of Net2Phone from October 2001 until October 2004. Ms. Mason has served as the Corporate Secretary of Rafael Holdings, Inc., a former subsidiary of the Company that was spun off to stockholders in March 2018, from its inception in July 2017. Ms. Mason served as the Assistant Corporate Secretary of IDW Media Holdings, Inc., a former subsidiary of the Company that was spun off to stockholders in September 2009, from November 2019 through October 2024. Prior to joining the Company, Ms. Mason had been in private legal practice. Ms. Mason received a B.A. from the City University of New York and a J.D. from New York Law School. Key Attributes, Experience and Skills: Ms. Mason brings a different perspective to the Board than the other current members. While not a member of the core management team of the Company, Ms. Mason brings to the Board her extensive knowledge of the Company. Further, as an experienced attorney who has served in key positions related to the governance of public companies, Ms. Mason adds comprehensive knowledge and perspectives on governance, oversight and other matters. W. Wesley Perry has served as a director and the Lead Independent Director of Genie since October 2011. He has also served as Chairman of the Board of Directors of Genie Energy International Corporation since September 2009. Mr. Perry served as a director of IDT Corporation from September 2010 to October 2011. Mr. Perry has owned and operated S.E.S. Investments, Ltd., an oil and gas investment company, since 1993. He has served as CEO of E.G.L. Resources, Inc. since July 2008 and served as its President from 2003 to July 2008. Mr. Perry was a director of United Trust Group (OTC: UTGN) from June 2001 to December 2014 and has served on its Audit Committee. He served as a director of Western National Bank from 2005 to 2009. Mr. Perry is a director and board member of First Southern National Bank and Viper Energy Partners, LP. Mr. Perry served as an at-large councilperson on the Midland City Council from 2002 to 2008 and Mayor of Midland, Texas from 2008 through 2014. He is currently a board member of the Abel-Hangar Foundation. He has a Bachelor of Science degree in Engineering from University of Oklahoma. Key Attributes, Experience and Skills: Mr. Perry has extensive experience in various portions of the energy industry. Mr. Perry’s strong financial background, including his service as chairman of the audit committee of United Trust Group, and service on the boards of directors of other financial institutions also provides financial expertise to the Board, including an understanding of financial statements, corporate finance and accounting. Alan B. Rosenthal has served as a director of Genie since October 2011. Dr. Rosenthal is the founding and managing partner of ABR Capital Financial Group LLC, an investment fund, founding partner and owner of NorthStar Travel, founding partner of Alaska Business Monthly and founding partner and owner of Master Dental Alliance. Dr. Rosenthal is an assistant clinical professor of Micro-Neurosurgical Treatment of Oral Pathology at New York University. Dr. Rosenthal is a board member of Yeshiva University and served on the board of directors of IDT Corporation from 1994 through 1996. He has a Bachelor of Science degree from Rutgers University and a DMD degree from University of Pennsylvania. Key Attributes, Experience and Skills: Dr. Rosenthal’s strong financial background as founding partner and owner of various businesses provides financial expertise to the Board, including an understanding of financial statements, corporate finance and accounting. Allan Sass, PhD, has served as a director of Genie since October 2011. Mr. Sass is the former President and Chief Executive Officer of Occidental Oil Shale Corporation, a subsidiary of Occidental Petroleum. He is a member of the Editorial Board of the technical journal, In-Situ. Mr. Sass has a Bachelor of Science in Chemical Engineering from Cooper Union and a Master of Science and PhD in Chemical Engineering from Yale University. Mr. Sass has experience in the energy industry and an extensive scientific background that brings different perspective to the Board of Directors than that provided by other directors. The Board of Directors has no reason to believe that any of the persons named above will be unable or unwilling to serve as a director, if elected.

  79. Ex-Officio Director

    Ex-Officio Director James A. Courter has served as an ex-officio director of the Company since May 2021 and served as Vice Chairman of the Board and director of Genie from August 2011 to May 2021. Mr. Courter has also served as Co-Vice Chairman of the Board of Directors of Genie Energy International Corporation since September 2009. Mr. Courter previously served as President of IDT from October 1996 until July 2001, and as IDT’s Chief Executive Officer from August 2001 to October 2009. Mr. Courter served as a director of IDT from March 1996 to October 2011 and served as Vice Chairman of the Board of Directors of IDT from March 1999 to October 2011. Mr. Courter was a senior partner in the New Jersey law firm of Courter, Kobert & Cohen for forty years. He was also a partner in the Washington, D.C. law firm of Verner, Liipfert, Bernhard, McPherson & Hand from January 1994 to September 1996. Mr. Courter was a member of the U.S. House of Representatives for twelve years, retiring in January 1991. From 1991 to 1994, Mr. Courter was Chairman of the President’s Defense Base Closure and Realignment Commission. He received a B.A. from Colgate University and a J.D. from Duke University Law School.

  80. Relationships among Directors or Executive Officers

    Relationships among Directors or Executive Officers Howard S. Jonas and Joyce Mason are brother and sister and Michael Stein is Howard S. Jonas’ son-in-law and is married to Ms. Mason’s niece. There are no other familial relationships among any of the directors, director nominees or executive officers of the Company. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES NAMED ABOVE.

  81. Directors, Director Nominees, Executive Officers and Key Personnel

    Directors, Director Nominees, Executive Officers and Key Personnel The executive officers, directors, director nominees and certain key personnel of the Company are as follows:

  82. Directors, Director Nominees, Executive Officers and Key Personnel

    | Name | Age | Position | | Howard S. Jonas | 69 | Chairman of the Board of Directors, Director and Director Nominee | | Michael Stein | 42 | Chief Executive Officer and Named Executive Officer | | Avi Goldin | 48 | Chief Financial Officer and Named Executive Officer | | Irwin Katsof | 71 | Director Nominee | | Joyce Mason | 66 | Director and Director Nominee | | W. Wesley Perry | 69 | Director and Director Nominee | | Alan B. Rosenthal | 72 | Director and Director Nominee | | Alan Sass | 86 | Director | | James A. Courter | 84 | Ex-Officio Director |

  83. Directors, Director Nominees, Executive Officers and Key Personnel

    Set forth below is biographical information with respect to the Company’s current executive officers: Michael Stein has served as Chief Executive Officer of Genie since November 2017 and had served as Chief Operating Officer from March 2017 to November 2017 and as Executive Vice President of Genie from May 2014 to March 2017. Mr. Stein has served as Chief Executive Officer of Genie Retail Energy, Inc. since May 2015. In addition, Mr. Stein serves as Chief Executive Officer of Diversegy LLC, Genie Solar, Inc. and Executive Chairman of Genie Retail International and Retail Energy Holdings, the operating entity of Town Square Energy. Mr. Stein served as Senior Vice President of Operations from January 2014 to May 2014. From July 2012 to January 2014, Mr. Stein was Senior Vice President of Business Development of IDT Telecom. From June 2007 to January 2009, Mr. Stein was an analyst at Belstar Investment Management. Mr. Stein received his B.A. in Psychology from Yeshiva University. Avi Goldin has served as Chief Financial Officer of Genie since August 2011, Chief Financial Officer of GRE since May 2015 and serves as President of Genie Solar Energy, Inc. Mr. Goldin also served as Vice President of Corporate Development of IDT Corporation from May 2009 through October 2011. Mr. Goldin originally joined IDT in January 2004 and held several positions within IDT and its affiliates before leaving in January 2008 to join CayComm Media Holdings, a telecommunications acquisition fund, where he served as Vice President, Finance. Mr. Goldin rejoined IDT in May 2009 as Vice President of Corporate Development. Prior to joining IDT, Mr. Goldin served as Investment Analyst at Dreman Value Management, a $7 billion asset management firm and as an Associate in the Satellite Communications group at Morgan Stanley & Co. Mr. Goldin holds an MBA from the Stern School of Business of New York University, a B.A. in Finance from the Syms School of Business of Yeshiva University and is a Chartered Financial Analyst (CFA).