DEF 14A of Idt Corp, Oct 30, 2025

DEF 14A of Idt Corp

Filed Oct 30, 2025 · FY20250001493152-25-020225

Open on EDGAR

  1. Board of Directors

    Board of Directors The Board of Directors held four regularly scheduled meetings and a total of eight meetings in Fiscal 2025. In Fiscal 2025, each of the Company’s 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 and (ii) the total number of regularly scheduled meetings held by all committees of the Board of Directors on which each such director served. Directors are encouraged to attend the Company’s annual meeting of stockholders. All of the current members of the Board of Directors attended the 2024 annual meeting of stockholders either in person or via video/telephonic conference.

  2. The Audit Committee

    The Audit Committee The Audit Committee is responsible for, among other things, the appointment, compensation, removal and oversight of the Company’s independent registered public accounting firm. The Audit Committee also oversees management’s performance of its responsibility for the integrity of the Company’s accounting and financial reporting and its systems of internal controls, the performance of the Company’s internal audit function and the Company’s compliance with legal and regulatory requirements. The Audit Committee operates under a written Audit Committee charter adopted by the Board of Directors, which can be found in the Governance section of our web site, https://www.idt.net/investors-and-media/governance, and is also available in print to any stockholder upon request to the Corporate Secretary. The Audit Committee consists of Mr. Katsof (Chairman), Rev. Cosentino and Dr. Schorr. The Audit Committee held eight meetings during Fiscal 2025. The Board of Directors has determined that (i) all of the members of the Audit Committee are independent within the meaning of the Section 303A.07(b) and Section 303A.02 of the New York Stock Exchange Listed Company Manual and Rule 10A-3(b) under the Securities Exchange Act of 1934, (ii) all of the members of the Audit Committee are financially literate and (iii) that Mr. Katsof qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

  3. The Compensation Committee

    The Compensation Committee The Compensation Committee is responsible for, among other things, reviewing, evaluating and approving all compensation arrangements for the executive officers of the Company, evaluating the performance of executive officers, administering the 2015 Stock Option and Incentive Plan (the “2015 Plan”) and the 2024 Plan and recommending to the Board of Directors the compensation for Board members, such as retainers, committee and other fees, stock options, restricted stock, deferred stock units and other stock awards, and other similar compensation as deemed appropriate. The Compensation Committee confers with the Company’s executive officers when making the above determinations. The Compensation Committee currently consists of Rev. Cosentino (Chairman), Mr. Katsof and Dr. Schorr. The Compensation Committee held seven meetings during Fiscal 2025. The Compensation Committee operates under a written charter adopted by the Board of Directors, which can be found in the Governance section of our web site, https://www.idt.net/investors-and-media/governance, and which is also available in print to any stockholder upon request to the Corporate Secretary. The Board of Directors has determined that all of the members of the Compensation Committee are independent within the meaning of Section 303A.02 of the New York Stock Exchange Listed Company Manual and the categorical standards set forth above. The Compensation Committee adopts goals and objectives for the fiscal year to be used as a guide when determining annual bonus payments to executive officers after the end of the fiscal year. Such goals may be Company-wide or targeted at specific segments, business units or corporate departments. The Compensation Committee reviews the performance of the Company relative to those goals and objectives, and the contribution of each executive officer to such performance at the end of the fiscal year and considers them as some of the factors when determining the amounts of annual bonuses to be awarded to executive officers.

  4. The Corporate Governance Committee

    The Corporate Governance Committee The Corporate Governance Committee is responsible for, among other things, reviewing and reporting to the Board of Directors on matters involving relationships among the Board of Directors, the stockholders and senior management. The Corporate Governance Committee (i) reviews the Corporate Governance Guidelines and other policies and governing documents of the Company and recommends revisions as appropriate, (ii) reviews any potential conflicts of interest of independent directors, (iii) reviews and monitors related person transactions, (iv) oversees the annual self-evaluations of the Board of Directors, the Audit Committee, the Corporate Governance Committee and the Compensation Committee and (v) reviews and determines director independence, and makes recommendations to the Board of Directors regarding director independence. The Corporate Governance Committee currently consists of Rev. Cosentino (Chairman), Mr. Katsof and Dr. Schorr. The Corporate Governance Committee held six meetings in Fiscal 2025. The Corporate Governance Committee operates under a written charter adopted by the Board of Directors, which can be found in the Governance section of our web site, https://www.idt.net/investors-and-media/governance, and which is also available in print to any stockholder upon request to the Corporate Secretary. The Board of Directors has determined that all of the members of the Corporate Governance Committee are independent within the meaning of Section 303A.02 of the New York Stock Exchange Listed Company Manual and the categorical standards set forth above.

  5. The Nominating Committee

    The Nominating Committee The Nominating Committee is responsible for overseeing nominations to the Board of Directors, including: (i) developing the criteria and qualifications for membership on the Board of Directors, (ii) recommending candidates to fill new or vacant positions on the Board of Directors, and (iii) conducting appropriate inquiries into the backgrounds of potential candidates. A summary of new director qualifications can be found under the heading “Director Selection Process.” The Nominating Committee currently consists of Rev. Cosentino (Chairman) and Dr. Schorr. The Board of Directors has determined that both of the members of the Nominating Committee are independent within the meaning of Section 303A.02 of the New York Stock Exchange Listed Company Manual and the categorical standards set forth above. The Nominating Committee operates under a written charter adopted by the Board of Directors, which can be found in the Governance section of our web site, https://www.idt.net/investors-and-media/governance, and which is also available in print to any stockholder upon request to the Corporate Secretary. The Nominating Committee held two meetings in Fiscal 2025.

  6. Fiscal 2025 Director Compensation Table

    Fiscal 2025 Director Compensation Table The following table lists Fiscal 2025 compensation for any person who served as a non-employee director during Fiscal 2025. This table does not include compensation to Howard S. Jonas, Bill Pereira or Elaine S. Yatzkan, as they are not non-employee directors and do not receive any compensation for service as members of the Board of Directors.

  7. Fiscal 2025 Director Compensation Table

    | Name | Dates of Board Service During Fiscal 2025 | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Eric F. Cosentino | 08/01/2024–07/31/2025 | 100,000(1) | 50,291(2) | 0 | 150,291 | | Irwin Katsof | 12/12/2024–07/31/2025 | 37,500(3) | 69,280(4) | 0 | 106,780 | | Judah Schorr | 08/01/2024–07/31/2025 | 50,000(5) | 50,291(2) | 0 | 100,291 | | Michael Chenkin | 08/01/2024–12/12/2024 | 25,000(6) | 0 | 0 | 25,000 |

  8. Fiscal 2025 Director Compensation Table

    | (1) Consists of (a) $50,000, which represents the annual Board of Directors retainer earned in Fiscal 2025, and (b) $50,000, which represents the Lead Independent Director Fee earned in Fiscal 2025. | | (2) Represents the grant date fair value of an award of 1,053 restricted shares of Class B Common Stock on January 6, 2025, computed in accordance with FASB ASC Topic 718. | | (3) Represents the annual Board of Directors retainer earned in Fiscal 2025, pro-rated for three calendar quarters. | | (4) Represents the grant date fair value of (a) an award of 369 restricted shares of Class B Common Stock on December 12, 2024, and (b) an award of 1,053 restricted shares of Class B Common Stock on January 6, 2025, each computed in accordance with FASB ASC Topic 718. | | (5) Represents the annual Board of Directors retainer earned in Fiscal 2025. | | (6) Represents the annual Board of Directors retainer earned in Fiscal 2025, pro-rated for the two calendar quarters during which he served on the Board of Directors. |

  9. Fiscal 2025 Director Compensation Table

    As of July 31, 2025, non-employee directors held the following shares of Class B Common Stock granted for their service as directors. Non-employee directors did not hold any options to purchase shares of the Company’s capital stock as of July 31, 2025.

  10. Fiscal 2025 Director Compensation Table

    | Name | Class B Common Stock | | Eric F. Cosentino | 253 | | Irwin Katsof | 1,422 | | Judah Schorr | 71,439 |

  11. 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 fiscal year ended July 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; (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 Stock Option and Incentive Plans 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. Restricted shares of Class B common stock are granted to our non-employee directors automatically on an annual basis under our 2015 Plan and 2024 Plan, and under other policies adopted by the Board and 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 (i) awards that may have time and performance-based vesting conditions and that may present the recipient with additional growth opportunities through decisions to remain at risk related to continued employment, and (ii) in certain circumstances, awards in, or related to, equity of subsidiaries or operating units, where the individual recipient has specific responsibilities related to that subsidiary or unit or has significant ability, through job performance, to impact meaningfully the value of that operation. The Compensation Committee periodically reviews total compensation levels and the allocation of compensation among these three components for each of the 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 that are approved by the Compensation Committee in each fiscal year. Management and the Compensation Committee believe 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 changes in operations, as well as for the business units that represent longer-term growth initiatives and provide them with the proper incentives to motivate those individuals to perform their duties and execute their roles in order to achieve our long-term plans. The base salary that we pay to each of our Named Executive Officers is based on the responsibilities undertaken by the respective individuals, if applicable, the business unit managed and its complexity and role within the Company, and 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. 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. Incentive compensation is designed to reward contributions towards achieving the Company’s, or one or more business units’ 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 also provide incentive to contribute to future performance and growth and to align our personnel’s interest with those of our stockholders. The Compensation Committee, with recommendations from the Company’s management, sets goals for executive compensation in each fiscal year. These goals are set for the Company and for specific operating divisions and are designed to set forth achievable goals for the current performance of the Company and its business units and for current contributions to long-term initiatives. The Company’s practice has evolved to setting detailed financial, operational and strategic goals to provide ample metrics against which to measure performance of the Company, each business or other unit, and the contributions of senior corporate and divisional personnel toward the achievement of (or failure to achieve) the goals.

  12. COMPENSATION DISCUSSION AND ANALYSIS

    The Compensation Committee’s decisions regarding bonuses are primarily subjective and specific to each Named Executive Officer and are made by the Committee in its discretion after an overall assessment of all of the factors it deems appropriate, which includes, but is not limited to, the specific Company-wide goals, the individual’s role in achieving those goals, if relevant, the performance of the business unit or units over which the individual exercised management or with respect to which the individual contributed, and other accomplishments during the fiscal year that were deemed relevant in specific instances. Following the end of the fiscal year, our management sets Company-wide bonus amounts (in terms of total budget for bonuses, percentages of base compensation for individuals and relation to prior years’ bonuses) and for the fiscal year then-ended, based on Company performance and available resources. Proposed bonuses for executive officers are then presented to the Compensation Committee. The bonus amount awarded to each executive officer is the result of subjective proposals made by management and determination of the Compensation Committee with respect to each subject individual, based on Company and individual performance, particularly relative to the performance goals set by the Compensation Committee for the fiscal year, and levels relative to the bonuses of other personnel and officers. 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 the achievement of the enumerated goals. These goals are approved 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 the ability to contribute in significant ways to specific subsidiaries or business units, in those subsidiaries or business units, so as to better incentivize and reward the executives for the results of their efforts. In recent years, the Company’s grants in Company equity (broad-based and to senior personnel) have focused on awards with features that link the size of the awards to the market price of the Company’s Class B common stock, and that present the recipient with additional growth opportunities through decisions to remain at risk related to continued employment. In these grants, the number of shares issued upon vesting varies with the market price of the Class B common stock at each vesting date relative to the base amount (which is linked to the market price at or near the time the awards are made), and recipients have the flexibility to have awards scheduled to vest remain unvested, giving them the possibility of greater ultimate awards if the market price increases further during the deferral period. Company Performance In Fiscal 2025, the Company was successful in continuing to improve the contributions to its top and bottom lines from its high margin growth businesses, while cutting costs and managing its Traditional Communications segment so those units continued to contribute positively to overall performance. Consolidated Gross Profit grew by 14% and Income from Operation grew by 55% from the fiscal 2024 levels and the Company reported diluted earnings per share of $3.01 compared to $2.54 in fiscal 2024. Cash flow from operations also increased compared to fiscal 2024. NRS improved key financial and operational metrics while growing its network, broadening its offerings and entering into additional strategic relationships. Our Boss Money international remittance offerings, and the entire Fintech segment, delivered increased top line and bottom line contributions compared to the prior fiscal year, led by growth in its digital channel, while growing the number of transactions processed and the total funds sent by its customers. net2phone delivered modest top line growth and a very substantial increase in income from operations despite pressure from the impact of a strong U.S. dollar, while expanding its use of artificial intelligence to broaden and improve its offerings. While our Traditional Communications segment continues to see downward pressure from the shifts that are impacting the minute-based communications industry, it delivered increases in gross profit and income from operations while updating offerings within the digital payments channel. The Company delivered strong performance across the board while continuing to invest in the future of its key growth-oriented units, as well as incubating earlier-stage operations and positioning all for continuing growth and contributions to Company-wide performance. At a meeting held on September 18, 2024, the Compensation Committee approved executive compensation goals for Fiscal 2025. The goals cover Company-wide targets as well as goals for specific business units and other groups. The goals are detailed and, in many instances, consist of specific operational achievements related to an identified effort or unit. The key goals set for Fiscal 2025 included:

  13. COMPENSATION DISCUSSION AND ANALYSIS

    | ◌ | Lower costs of payouts; |

  14. COMPENSATION DISCUSSION AND ANALYSIS

    | ● | BOSS Money successfully lowered its cost of payouts, achieved most of its anti-fraud cost reduction targets at 85% or greater levels, and successfully expanded its payment corridors; |

  15. COMPENSATION DISCUSSION AND ANALYSIS

    | ● | Shmuel Jonas was awarded a cash bonus of $684,250, an increase from the $595,000 paid to him for services provided in Fiscal 2024. In Fiscal 2025, he continued to provide overall strategic guidance and directed efforts in setting priorities and goals for each of the Company’s segments and the operational units within such segments, as well as monitoring performance and reacting to operational and market developments. He guided decisions on new offerings and changes to existing offerings, and on non-organic growth opportunities, while maintaining strong discipline regarding spending. He was directly involved in budgeting decisions and drove final decisions regarding the allocation of resources and in setting priorities for development. He set the tone of striving for outstanding performance and maintaining high expectations. |

  16. COMPENSATION DISCUSSION AND ANALYSIS

    | ● | Marcelo Fischer was awarded a cash bonus of $339,250, an increase from the $295,000 paid to him for services provided in Fiscal 2024. As CFO, Mr. Fischer is one of the principal executives responsible for strategic planning and budgeting and executing on the strategic initiatives of the Company. He plays an essential role in preparing models and projections for business units and managing costs, in revenue-generating initiatives and in consideration of non-organic growth opportunities. Mr. Fischer plays a key role in investor relations and communications with market professionals. In fiscal 2025, Mr. Fischer was instrumental in the factors that led to the Company’s financial performance that exceeded budgets overall and at the business unit level. |

  17. COMPENSATION DISCUSSION AND ANALYSIS

    | ● | Bill Pereira was awarded a cash bonus of $575,000 (of which $425,000 was paid in cash and the remainder of which was satisfied via the previous issuance of deferred stock units), an increase from the $500,000 paid to him for services provided in Fiscal 2024. In addition, (i) in accordance with his Amended and Restated Employment Agreement, Mr. Pereira earned a bonus, which he elected (as provided for under such employment agreement) to receive in the form of 39,155 shares of Class B Common Stock, upon the Company meeting one of the milestones set forth in that agreement in Fiscal 2025, and (ii) Mr. Pereira was paid a $500,000 bonus for meeting another one of the milestones set forth in that agreement in Fiscal 2025. During Fiscal 2025, he oversaw day-to-day operations for the Company’s business units, providing direction to divisional management while addressing developments and internal and external factors that impacted the Company’s ability to carry out its strategic initiatives. Mr. Pereira plays a key role in the management of the business units within the Fintech and Traditional Communications segment and has been instrumental in efforts to manage sectoral factors driving significant revenue declines and mitigating the impact on the bottom line of each of the Traditional Communication segment and its business units. Mr. Pereira helps to shape growth strategies and set priorities for the Company and to execute on those directives as well as exploring and executing on non-organic growth efforts. |

  18. COMPENSATION DISCUSSION AND ANALYSIS

    | ● | Menachem Ash was paid a cash bonus of $187,000, an increase from the $170,000 paid to him in respect of Fiscal 2024 performance. In addition, Mr. Ash was paid a bonus of $500,000 earlier in Fiscal 2025, out of an extraordinary bonus approved in Fiscal 2024 ($1,000,000 of which was paid to Mr. Ash in fiscal 2024) in connection with an extraordinary positive event for the Company with respect to which he was closely associated. Mr. Ash is responsible for supporting existing operations and plays a significant role in various strategic initiatives, non-organic growth efforts, as well as risk management and overseeing legal proceedings and disputes. Mr. Ash is also actively involved in the legal aspects of dealing with third parties, including commercial relationships and strategic partnerships. |

  19. COMPENSATION DISCUSSION AND ANALYSIS

    | ● | David Wartell received a cash bonus of $195,000, an increase from the $185,000 paid to him for services provided in Fiscal 2024. As the Company’s Chief Technology Officer, Mr. Wartell is responsible for managing all of the technology development at the Company. He is instrumental in planning development goals and determining what can be accomplished, as well as the allocation of resources. A significant number of the goals set by the Compensation Committee related to new product development and product enhancements, as well as backend improvements to improve efficiency and reliability which have become key competitive factors and essential for the Company’s operating units, particularly those that are technology focused, to distinguish their offerings on the marketplace. Mr. Wartell is also responsible for ensuring that the technology group has the skills and resources necessary to meet the evolving and growing demands of the business units. |

  20. COMPENSATION DISCUSSION AND ANALYSIS

    | ● | Howard S. Jonas did not receive a cash bonus for services provided in Fiscal 2024 or Fiscal 2025. Howard Jonas serves as the Company’s Chairman and provides strategic guidance to the Company and is actively involved in all major decisions and in the implementation of key initiatives for the Company. |

  21. COMPENSATION DISCUSSION AND ANALYSIS

    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. No changes were made to the base compensation of any Named Executive Officers from the Fiscal 2025 levels. Pursuant to the Fifth Amended and Restated Employment Agreement (the “Fifth Amended H. Jonas Agreement”), effective January 1, 2021, between the Company and Howard Jonas that is discussed in more detail below, Howard Jonas receives a cash base salary of $250,000 per annum. Shmuel Jonas receives a base salary of $495,000 per annum. Marcelo Fischer receives a base salary of $450,000 per annum. Under the agreement described below, Bill Pereira receives a base salary of $500,000 per annum. Mr. Ash receives a base salary of $400,000 per annum. Mr. Wartell receives a base salary of $300,000 per annum. Equity Grants Certain of the Company’s Executive Officers participated in the Fiscal 2023 broad-based grant of deferred stock units (DSUs) under the Company’s 2022 Equity Growth Program (the “2022 Equity Growth Program”) which is described in the Company’s financial statements included in the Form 10-K, which grants continued to be eligible for vesting in Fiscal 2025. Grants under that program serve to create incentives for outstanding work performance that drives increases in the price for the Company’s Class B Common Stock, and create opportunities to enhance the value to be received by retaining risk with respect to grants. During Fiscal 2025, Mr. Fischer received 56,250 shares, Mr. Pereira received 100,313 shares, Mr. Ash received 9,374 shares and Mr. Wartell received 14,374 shares of Class B common stock upon the vesting of DSUs granted under the 2022 Equity Growth Program. The number of shares issued reflect the number of DSUs that vested in fiscal 2025 which depended on the number of DSUs originally granted and decisions made by the executive officers in respect of previous vesting dates as permitted under the 2022 Equity Growth Program. During Fiscal 2025:

  22. COMPENSATION DISCUSSION AND ANALYSIS

    | ● | Shmuel Jonas was awarded a cash bonus of $595,000, an increase from the $580,425 paid to him for services provided in Fiscal 2023. In Fiscal 2024, he continued to provide overall strategic guidance and directed efforts in setting priorities and goals for each of the Company’s segments and the operational units within such segments. He guided decisions on new offerings and changes to existing offerings, while maintaining strong discipline regarding spending. He was directly involved in budgeting decisions and drove final decisions regarding allocation of resources and in setting priorities for development. He set the tone of striving for outstanding performance and high expectations. |

  23. COMPENSATION DISCUSSION AND ANALYSIS

    | ● | Marcelo Fischer was awarded a cash bonus of $295,000, an increase from the $269,775 paid to him for services provided in Fiscal 2023. As CFO, Mr. Fischer is one of the principal executives responsible for strategic planning and budgeting and executing on the strategic initiatives of the Company. He plays an essential role in preparing models and projections for business units and managing costs as well as in revenue-generating initiatives. Mr. Fischer plays a key role in investor relations and communications with market professionals. In fiscal 2024, Mr. Fischer was instrumental in the factors that led to the Company’s financial performance that exceeded budgets overall and at the business unit level. |

  24. COMPENSATION DISCUSSION AND ANALYSIS

    | ● | Bill Pereira was awarded a cash bonus of $500,000 (of which $350,000 was paid in cash and the remainder of which was satisfied via the previous issuance of deferred stock units), an increase from the $490,500 paid to him for services provided in Fiscal 2023. In accordance with his Amended and Restated Employment Agreement, Mr. Pereira earned a bonus, which he elected (as provided for under the employment agreement) to receive in the form of 39,155 shares of Class B Common Stock, upon the Company meeting the targets set forth in that agreement in Fiscal 2024 which was paid by the issuance of restricted shares of Class B Common Stock (as described below). During Fiscal 2024, he oversaw day-to-day operations for the Company’s business units, providing direction to divisional management while addressing developments and internal and external factors that impacted the Company’s ability to carry out its strategic initiatives. Mr. Pereira plays a key role in the management of the business units within the Fintech and Traditional Communications segment and has been instrumental in efforts to manage sectoral factors driving significant revenue declines and mitigating the impact on the segment’s and its business units’ bottom line. He helps to shape growth strategies and set priorities for the Company and to execute those strategies. |

  25. COMPENSATION DISCUSSION AND ANALYSIS

    | ● | Menachem Ash was paid a cash bonus of $170,000 (in addition to the extraordinary bonus received earlier in the year), a decrease from the $183,500 paid to him for services provided in Fiscal 2023. Earlier in Fiscal 2024, Mr. Ash received an extraordinary bonus of $1,000,000 in connection with an extraordinary positive event with respect to which he was closely associated. Mr. Ash is responsible for supporting existing operations and plays a significant role in various strategic initiatives, as well as risk management and overseeing legal proceedings and disputes. Mr. Ash is also actively involved in the legal aspects of dealing with third parties, including commercial relationships and strategic partnerships. |

  26. COMPENSATION DISCUSSION AND ANALYSIS

    | ● | David Wartell received a cash bonus of $185,000, an increase from the $150,000 paid to him for services provided in Fiscal 2023. As the Company’s Chief Technology Officer, Mr. Wartell is responsible for managing all technology development at the Company. He is instrumental in planning development goals and determining what can be accomplished, as well as allocation of resources. A significant number of the goals set by the Compensation Committee related to new product development and product enhancements, which have become key competitive factors and essential for the Company’s operating units, particularly those that are technology focused, to distinguish their offering on the marketplace. Mr. Wartell is also responsible for ensuring that the technology group has the skill and resources necessary to meet the evolving and growing needs of the business units. |

  27. COMPENSATION DISCUSSION AND ANALYSIS

    | ● | Howard S. Jonas did not receive a cash bonus for services provided in Fiscal 2023 or Fiscal 2024. Howard Jonas serves as the Company’s Chairman and provides strategic guidance to the Company and is actively involved in all major decisions and in the implementation of key initiatives for the Company. |

  28. COMPENSATION DISCUSSION AND ANALYSIS

    | ◌ | Lower costs of payouts; |

  29. Compensation Decisions Made in Fiscal 2023

    | ● | Shmuel Jonas was awarded a cash bonus of $580,425 an increase from the $532,500 paid for services provided in Fiscal 2022. In Fiscal 2023, he continued to provide overall strategic guidance and directed efforts in setting priorities and goals for each of the Company’s business units and particularly in driving improvements in profitability of the Company’s growth businesses, while maintaining a focus on the fiscal conservatism that has been a hallmark of his tenure as CEO. He was instrumental in budgeting decisions and allocation of resources and in setting priorities for development. He continued to drive cost management and re-allocation of resources to enable the Company to maintain performance in extremely challenging competitive and industry environments. |

  30. Compensation Decisions Made in Fiscal 2023

    | ● | Marcelo Fischer was awarded cash a bonus of $269,775, an increase from the $247,500 paid for services provided in Fiscal 2022. As CFO, Mr. Fischer is one of the principal executives responsible for strategic planning and budgeting and executing on the strategic initiatives of the Company. He plays an essential role in preparing models and projections for business units and managing costs. Mr. Fischer plays a key role in investor relations and communications with market professionals. In fiscal 2023, Mr. Fischer was instrumental in the factors that led to the Company’s financial performance that exceeded budgets. |

  31. Compensation Decisions Made in Fiscal 2023

    | ● | Bill Pereira was awarded a bonus of $490,500, an increase from the $450,000 paid for services provided in Fiscal 2022, of which $340,500 was paid in cash and the remaining $150,000 is contingent to be paid via the award of Deferred Stock Units to Mr. Pereira upon the execution of an amended and restated employment agreement between the Company and Mr. Periera (as of November 1, 2023, such amended and restated employment agreement had not been executed and such $150,000 of Deferred Stock Units had not been awarded). During Fiscal 2023, he oversaw day-to-day operations for the Company’s business units, providing direction to divisional management while addressing developments and internal and external factors that impacted the Company’s ability to carry out its strategic initiatives. Mr. Pereira is an essential link between the executive, operational and financial teams at the Company and operating units. He helps to shape growth strategies and set priorities for the Company and to execute those strategies. |

  32. Compensation Decisions Made in Fiscal 2023

    | ● | Menachem Ash was paid a cash bonus of $185,300, an increase from the $170,000 paid for services provided in Fiscal 2022. Mr. Ash is responsible for supporting existing operations and plays a significant role in various strategic initiatives, as well as risk management and overseeing legal proceedings and disputes. Mr. Ash is also actively involved in the legal aspects of dealing with third parties, including commercial relationships and strategic partnerships. |

  33. Compensation Decisions Made in Fiscal 2023

    | ● | David Wartell received a cash bonus of $150,000, equal to the bonus paid for services provided in Fiscal 2022. As the Company’s Chief Technology Officer, Mr. Wartell is responsible for managing all technology development at the Company. He is instrumental in planning development goals and determining what can be accomplished, as well as allocation of resources. A significant number of the goals set by the Compensation Committee related to new product development and product enhancements, which have become key competitive factors and essential for the Company’s operating units, particularly those that are technology focused, to distinguish their offering on the marketplace. Mr. Wartell is also responsible for ensuring that the technology group has the skill and resources necessary to meet the evolving and growing needs of the business units. |

  34. Compensation Decisions Made in Fiscal 2023

    | ● | Howard S. Jonas did not receive a cash bonus for services provided in Fiscal 2023 or Fiscal 2022. Howard Jonas serves as the Company’s Chairman and provides strategic guidance to the Company and is actively involved in all major decisions and in the implementation of key initiatives for the Company. |

  35. Compensation Decisions Made in Fiscal 2023

    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. No changes were made to the base compensation of any Named Executive Officers from the Fiscal 2023 levels. Pursuant to the Fifth Amended and Restated Employment Agreement (the “Fifth Amended H. Jonas Agreement”), effective January 1, 2021, between the Company and Howard Jonas that is discussed in more detail below, Howard Jonas receives a cash base salary of $250,000 per annum. Shmuel Jonas receives a base salary of $495,000 per annum. Marcelo Fischer receives a base salary of $450,000 per annum. Under the agreement described below, Bill Pereira receives a base salary of $500,000 per annum. Mr. Ash receives a base salary of $400,000 per annum. Mr. Wartell receives a base salary of $300,000 per annum. Equity Grants Certain of the Company’s Executive Officers participated in the broad-based grant of DSUs under the 2022 Equity Growth Program which is described in the Company’s financial statements included in the Form 10-K. Grants under that program serve to create incentives for outstanding performance that drives increases in the stock price for the Company’s Class B Common Stock, and create opportunities to enhance the value to be received by retaining risk with respect to grants. Messrs. Fischer and Pereira each received a grant of 30,000 DSUs under the Growth Program with a grant date fair value of $816,000. Mr. Ash received (a) aggregate grants of 10,000 DSUs under the Growth Program with a total grant date value of $272,000, and (b) a grant of 16,000 shares of restricted Class B Common Stock that will only vest if the closing price for the Class B Common Stock on the NYSE is over $50 for 10 consecutive trading days prior to February 25, 2025. The restricted stock had a grant date value of $298,400. Mr. Wartell received (a) aggregate grants of 10,000 DSUs under the Growth Program with a total grant date value of $272,000, and (b) a grant of 8,000 shares of restricted Class B Common Stock that will only vest if the closing price for the Class B Common Stock on the NYSE is over $50 for 10 consecutive trading days prior to February 25, 2025. The restricted stock had a grant date value of $149,200. As set forth below, bonuses for fiscal 2022 performance for Shmuel Jonas, Marcelo Fischer and Bill Pereira were paid one-half in cash and one half through the receipt of 10,654, 8,961 and 4,928 shares of Class B Common Stock, respectively. At a meeting held on September 20, 2023, the Compensation Committee approved executive compensation goals for Fiscal 2024. The goals cover Company-wide targets as well as goals for specific business units and other groups. The goals are detailed and, in many instances, consist of specific operational achievements related to an identified effort or unit. The key goals set for Fiscal 2024 include:

  36. Compensation Decisions Made in Fiscal 2023

    | ◌ | Expand delivery methods and retail network, while reducing payout costs and banking fees; |

  37. Compensation Decisions Made in Fiscal 2023

    Employment Agreement Pursuant to his Employment Agreement, Mr. Pereira is paid a base salary of $500,000 per year, and has a target annual bonus of $300,000, based on performance and as approved by the Compensation Committee. Mr. Pereira is also entitled to participate in any of the Company’s broad-based equity grants to its employees. Should Mr. Pereira’s employment be terminated without Cause or should he resign for Good Reason (as such terms are defined in the agreement), the Company will be obligated to pay him severance of $800,000. The agreement continues until it is terminated by either the Company or Mr. Pereira.

  38. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid or awarded for performance during Fiscal 2025, Fiscal 2024 and Fiscal 2023 to each of the Chief Executive Officer, the Chief Financial Officer and the three other highest paid executive officers of the Company during Fiscal 2025, and Howard S. Jonas, the Chairman and the Chairman of the Board (collectively, the “Named Executive Officers”).

  39. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | | Shmuel Jonas | 2025 | 495,000 | 684,250 | — | 300,003(2) | — | 1,479,253 | | Chief Executive Officer | 2024 | 495,000 | 595,000 | — | — | — | 1,090,000 | | | 2023 | 495,000 | 580,425 | — | — | — | 1,075,425 | | Bill Pereira | 2025 | 500,000 | 925,000 | 1,824,231(3) | — | 22,063(4) | 3,271,294 | | President and Chief Operating Officer, | 2024 | 500,000 | 350,000 | 2,293,930(5) | — | 2,000(6) | 3,145,930 | | Ex-Officio Board Member | 2023 | 500,000 | 340,500 | 816,000(7) | — | 2,000(6) | 1,658,500 | | Marcelo Fischer | 2025 | 450,000 | 339,250 | 681,793(8) | 300,003(2) | 13,250(4) | 1,784,296 | | Chief Financial Officer | 2024 | 450,000 | 295,000 | — | — | 2,000(6) | 747,000 | | | 2023 | 450,000 | 269,775 | 816,000(9) | — | 2,000(6) | 1,537,755 | | David Wartell | 2025 | 300,000 | 195,000 | — | — | 3,275(10) | 498,275 | | Chief Technology Officer | 2024 | 300,000 | 185,000 | — | — | 800(11) | 485,800 | | | 2023 | 300,000 | 150,000 | 421,200(12) | — | — | 871,200 | | Menachem Ash | 2025 | 400,000 | 687,000 | 18,941(13) | — | 4,675(14) | 1,110,616 | | Executive Vice President of Strategy and Legal Affairs | 2024 | 400,000 | 1,185,300 | — | — | 3,600(15) | 1,588,900 | | | 2023 | 400,000 | 185,300 | 570,400(16) | — | 2,000(6) | 1,157,700 | | Howard S. Jonas | 2025 | 250,000 | — | — | — | — | 250,000 | | Chairman and | 2024 | 250,000 | — | — | — | — | 250,000 | | Chairman of the Board (17) | 2023 | 250,000 | — | — | — | — | 250,000 |

  40. Summary Compensation Table

    | (1) The amounts shown in these columns reflect the aggregate grant date fair value of restricted stock awards, deferred stock units and option awards computed in accordance with FASB ASC Topic 718. In valuing such awards, the Company made certain assumptions. For a discussion of those assumptions, please see Note 20 – Stock-Based Compensation to our Consolidated Financial Statements included in the Form 10-K. Holders of restricted shares of Class B Common Stock are entitled to receive any dividends paid on Class B Common Stock. Stock Awards include the value of stock awards made in a subsequent fiscal year for services provided during the fiscal year in question. | | (2) Consists of the value of a grant on September 30, 2025 of 18,094 options, with a five-year term, to purchase shares of Class B Common Stock at $38.43 per share that vest with respect to 6,032 options on October 15, 2025 and 6,031 options on each of October 15, 2026 and October 15, 2027. | | (3) Consists of the value of a grant on October 16, 2024 of 39,155 restricted shares of Class B Common Stock that vested in full upon grant. | | (4) Represents the value of shares of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) Plan and dividend equivalents paid upon the vesting of DSUs. | | (5) Consists of the value of (a) a grant on March 15, 2024 of 39,155 restricted shares of Class B Common Stock that vested in full upon grant and (b) a grant on January 12, 2024 of 23,500 DSUs. Each DSU was the right to receive between one-half of a share and two shares of Class B Common Stock. Vesting was originally scheduled as to 15,667 shares on February 21, 2024 and 7,833 shares on February 25, 2025. The number of shares of Class B Common Stock to be issued for each DSU depended on the market price for the Class B Common Stock as of the relevant vesting date. One-half of a share would be issued for each DSU if the market price on the vesting date was less than $12.705 (50% of the grant date value of a share of Class B Common Stock) and two shares would be issued for each DSU if the market price on the vesting date was $50.82 (200% of the grant date value) or greater, with a proportionate amount to vest based on thresholds of 62.5%, 75%, 87.5%, 100%, 112.5%, 125%, 137.5%, 150%, 162.5%, 175% and 187.5% of the grant date value. Mr. Pereira elected to defer the vesting in February 2024, and the related issuance of shares of Class B Common Stock, to the next vesting date in February 2025. On February 25, 2025, upon vesting in full, Mr. Pereira received 44,063 shares of Class B Common Stock from the 23,500 DSUs held by him. |

  41. Summary Compensation Table

    | (6) Represents the value of shares of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) Plan. | | (7) Consists of the value of a grant on December 5, 2022 of 30,000 DSUs. Each DSU was the right to receive between one-half of a share and two shares of Class B Common Stock. Vesting was originally scheduled in equal one-third installments in May 2023, February 2024 and February 2025. The number of shares of Class B Common Stock that would be issued for each DSU depended on the market price for the Class B Common Stock as of the relevant vesting date. One-half of a share would be issued for each DSU if the market price on the vesting date was less than $12.705 (50% of the grant date value of a share of Class B Common Stock) and two shares would be issued for each DSU if the market price on the vesting date was $50.82 (200% of the grant date value) or greater, with a proportionate amount to vest based on thresholds of 62.5%, 75%, 87.5%, 100%, 112.5%, 125%, 137.5%, 150%, 162.5%, 175% and 187.5% of the grant date value. Mr. Pereira elected to defer the vesting in May 2023 and in February 2024, and the related issuances of shares of Class B Common Stock, of two-thirds of the 30,000 DSUs to the vesting date in February 2025. On February 25, 2025, upon vesting in full, Mr. Pereira received 56,250 shares of Class B Common Stock from the 30,000 DSUs held by him. | | (8) Consists of the value of a grant on September 18, 2024 of 15,624 DSUs. Each DSU is the right to receive between one-half of a share and two shares of Class B Common Stock. Vesting was originally scheduled in equal one-third installments in October 2025, October 2026 and October 2027. The number of shares of Class B Common Stock that will be issued for each DSU depends on the market price for the Class B Common Stock as of the relevant vesting date. One-half of a share will be issued for each DSU if the market price on the vesting date is less than $19.20 (50% of the grant date value of a share of Class B Common Stock) and two shares will be issued for each DSU if the market price on the vesting date is $76.80 (200% of the grant date value) or greater, with a proportionate amount to vest based on thresholds of 62.5%, 75%, 87.5%, 100%, 112.5%, 125%, 137.5%, 150%, 162.5%, 175% and 187.5% of the grant date value. Mr. Fischer elected to defer the vesting in October 2025, and the related issuance of shares of Class B Common Stock, of one-third of the 15,624 DSUs to the next vesting date in October 2026. As of the grant date and as of October 17, 2025, upon vesting in full, Mr. Fischer was entitled to receive between 7,812 and 31,248 shares of Class B Common Stock from the 15,624 DSUs held by him. | | (9) Consists of the value of a grant on December 5, 2022 of 30,000 DSUs. Each DSU was the right to receive between one-half of a share and two shares of Class B Common Stock. Vesting was originally scheduled in equal one-third installments in May 2023, February 2024 and February 2025. The number of shares of Class B Common Stock that would be issued for each DSU depended on the market price for the Class B Common Stock as of the relevant vesting date. One-half of a share would be issued for each DSU if the market price on the vesting date was less than $12.705 (50% of the grant date value of a share of Class B Common Stock) and two shares would be issued for each DSU if the market price on the vesting date was $50.82 (200% of the grant date value) or greater, with a proportionate amount to vest based on thresholds of 62.5%, 75%, 87.5%, 100%, 112.5%, 125%, 137.5%, 150%, 162.5%, 175% and 187.5% of the grant date value. Mr. Fischer elected to defer the vesting in May 2023 and in February 2024, and the related issuances of shares of Class B Common Stock, of two-thirds of the 30,000 DSUs to the vesting date in February 2025. On February 25, 2025, upon vesting in full, Mr. Fischer received 56,250 shares of Class B Common Stock from the 30,000 DSUs held by him. | | (10) Represents cash dividends paid on unvested restricted shares of Class B Common Stock and dividend equivalents paid on DSUs upon vesting. | | (11) Represents cash dividends paid on unvested restricted shares of Class B Common Stock. |

  42. Summary Compensation Table

    | (12) Consists of: (a) the value of a grant on December 5, 2022 of 7,000 DSUs. Each DSU was the right to receive between one-half of a share and two shares of Class B Common Stock. Vesting was originally scheduled in approximately equal one-third installments in May 2023, February 2024 and February 2025. The number of shares of Class B Common Stock that would be issued for each DSU depended on the market price for the Class B Common Stock as of the relevant vesting date. One-half of a share would be issued for each DSU if the market price on the vesting date was less than $12.705 (50% of the grant date value of a share of Class B Common Stock) and two shares would be issued for each DSU if the market price on the vesting date was $50.82 (200% of the grant date value) or greater, with a proportionate amount to vest based on thresholds of 62.5%, 75%, 87.5%, 100%, 112.5%, 125%, 137.5%, 150%, 162.5%, 175% and 187.5% of the grant date value. Mr. Wartell elected to vest 2,334 DSUs in May 2023 and receive 2,918 shares of Class B Common Stock and to defer the vesting in February 2024, and the related issuances of shares of Class B Common Stock, of 2,333 DSUs to the vesting date in February 2025; on February 25, 2025, upon vesting of his remaining 4,666 DSUs, Mr. Wartell received 8,749 shares of Class B Common Stock from the remaining 4,666 DSUs held by him; (b) the value of a grant on May 16, 2023 of 3,000 DSUs. Each DSU was the right to receive between one-half of a share and two shares of Class B Common Stock. Vesting was originally scheduled two-thirds in February 2024 and one-third in February 2025. The number of shares of Class B Common Stock that would be issued for each DSU depended on the market price for the Class B Common Stock as of the relevant vesting date. One-half of a share would be issued for each DSU if the market price on the vesting date was less than $12.705 (50% of the grant date value of a share of Class B Common Stock) and two shares would be issued for each DSU if the market price on the vesting date was $50.82 (200% of the grant date value) or greater, with a proportionate amount to vest based on thresholds of 62.5%, 75%, 87.5%, 100%, 112.5%, 125%, 137.5%, 150%, 162.5%, 175% and 187.5% of the grant date value. Mr. Wartell elected to defer the vesting in February 2024, and the related issuances of shares of Class B Common Stock, of two-thirds of the 3,000 DSUs to the vesting date in February 2025. On February 25, 2025, upon vesting in full, Mr. Wartell received 5,625 shares of Class B Common Stock from the 3,000 DSUs held by him; and (c) the value of a grant on May 16, 2023 of 8,000 restricted shares of Class B Common Stock that vest, and vest in full, only if the Class B Common Stock closes above $50 per share for 10 consecutive trading days prior to February 25, 2025; such vesting occurred on December 5, 2024 when the vesting condition was satisfied. |

  43. Summary Compensation Table

    | (13) Consists of the value of (a) a grant on August 6, 2024 of 259 restricted shares of Class B Common Stock that vested in full upon grant; and (b) a grant on April 28, 2025 of 181 restricted shares of Class B Common Stock that vested in full upon grant. | | (14) Represents the value of shares of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) Plan, cash dividends paid on unvested restricted shares of Class B Common Stock and dividend equivalents paid on DSUs upon vesting. | | (15) Represents the value of shares of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) Plan and cash dividends paid on unvested restricted shares of Class B Common Stock. | | (16) Consists of: (a) the value of a grant on December 5, 2022 of 7,000 DSUs. Each DSU was the right to receive between one-half of a share and two shares of Class B Common Stock. Vesting was originally scheduled in approximately equal one-third installments in May 2023, February 2024 and February 2025. The number of shares of Class B Common Stock that would be issued for each DSU depended on the market price for the Class B Common Stock as of the relevant vesting date. One-half of a share would be issued for each DSU if the market price on the vesting date was less than $12.705 (50% of the grant date value of a share of Class B Common Stock) and two shares would be issued for each DSU if the market price on the vesting date was $50.82 (200% of the grant date value) or greater, with a proportionate amount to vest based on thresholds of 62.5%, 75%, 87.5%, 100%, 112.5%, 125%, 137.5%, 150%, 162.5%, 175% and 187.5% of the grant date value. Mr. Ash elected to vest 2,334 DSUs in May 2023 and receive 2,918 shares of Class B Common Stock and, in February 2024, he elected to vest 1,167 DSUs and receive 1,605 shares of Class B Common Stock and to defer 1,166 DSUs to the vesting date in February 2025; on February 25, 2025, upon the vesting of his remaining 3,499 DSUs, Mr. Ash received 6,561 shares of Class B Common Stock from the remaining 3,499 DSUs held by him; (b) the value of a grant on March 2, 2023 of 3,000 DSUs. Each DSU was the right to receive between one-half of a share and two shares of Class B Common Stock. Vesting was originally scheduled in approximately equal one-third installments in May 2023, February 2024 and February 2025. The number of shares of Class B Common Stock that would be issued for each DSU depended on the market price for the Class B Common Stock as of the relevant vesting date. One-half of a share would be issued for each DSU if the market price on the vesting date was less than $12.705 (50% of the grant date value of a share of Class B Common Stock) and two shares would be issued for each DSU if the market price on the vesting date was $50.82 (200% of the grant date value) or greater, with a proportionate amount to vest based on thresholds of 62.5%, 75%, 87.5%, 100%, 112.5%, 125%, 137.5%, 150%, 162.5%, 175% and 187.5% of the grant date value. Mr. Ash elected to vest 1,000 DSUs in May 2023 and receive 1,250 shares of Class B Common Stock and, in February 2024, elected to vest 500 DSUs and receive 688 shares of Class B Common Stock and to defer 500 DSUs to the vesting date in February 2025; on February 25, 2025, upon vesting of his remaining 1,500 DSUs, Mr. Ash received 2,813 shares of Class B Common Stock from the remaining 1,500 DSUs held by him; and (c) the value of a grant on March 2, 2023 of 16,000 restricted shares of Class B Common Stock that vest, and vest in full, only if the Class B Common Stock closes above $50 per share for 10 consecutive trading days prior to February 25, 2025; such vesting occurred on December 5, 2024 when the vesting condition was satisfied. |

  44. Summary Compensation Table

    | (17) On September 19, 2022, the Board of Directors of the Company adopted the Company’s Eighth Amended and Restated By-Laws, effective as of September 19, 2022, with the effect of authorizing the Company to appoint, at the discretion of the Board, a Chairman, an officer position. Howard S. Jonas was elected Chairman, an executive officer position, on September 19, 2022. On April 6, 2020, the Board of Directors adopted the Company’s Sixth Amended and Restated By-Laws, effective as of April 6, 2020, with the effect of changing the position of Chairman of the Board from an officer position to a non-executive Board position. Between April 6, 2020 and September 19, 2022, Howard S. Jonas was not an officer of the Company. |

  45. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning the number of shares of Class B Common Stock underlying stock options, restricted shares of Class B Common Stock and deferred stock units granted to the Named Executive Officers in Fiscal 2025 as Plan-based awards. All of the following equity awards were issued pursuant to the 2015 Plan or the 2024 Plan. There are no estimated future payouts in connection with such awards.

  46. Grants of Plan-Based Awards

    | Name | Type of Award | Grant Date | All Other Stock Awards; Number of Shares of Stock or Units (#) | All Other Option Awards; Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) (1) | | Shmuel Jonas | Stock Option | 09/30/2024 | — | 18,094(2) | 38.43 | 300,003 | | Bill Pereira | Restricted Stock | 10/16/2024 | 39,155(3) | — | — | 1,494,546 | | Marcelo Fischer | Stock Option | 09/30/2024 | — | 18,094(2) | 38.43 | 300,003 | | Marcelo Fischer | Deferred Stock Unit | 09/18/2024 | 15,624(4) | — | — | 681,793 | | David Wartell | — | — | — | — | — | — | | Menachem Ash | Restricted Stock | 08/06/2024 | 259(3) | — | — | 9,632 | | Menachem Ash | Restricted Stock | 04/28/2025 | 181(3) | — | — | 9,309 | | Howard S. Jonas | — | — | — | — | — | — |

  47. Grants of Plan-Based Awards

    | (1) Represents the grant date fair value of each equity award calculated in accordance with FASB ASC Topic 718. | | (2) Such options have a five-year term and vest with respect to 6,032 options on October 15, 2025 and 6,031 options on each of October 15, 2026 and October 15, 2027. | | (3) Such restricted shares of Class B Common Stock vested in full upon grant. | | (4) Each DSU is the right to receive between one-half of a share and two shares of Class B Common Stock. Vesting was originally scheduled in equal one-third installments in October 2025, October 2026 and October 2027. The number of shares of Class B Common Stock that will be issued for each DSU depends on the market price for the Class B Common Stock as of the relevant vesting date. One-half of a share will be issued for each DSU if the market price on the vesting date is less than $19.20 (50% of the grant date value of a share of Class B Common Stock) and two shares will be issued for each DSU if the market price on the vesting date is $76.80 (200% of the grant date value) or greater, with a proportionate amount to vest based on thresholds of 62.5%, 75%, 87.5%, 100%, 112.5%, 125%, 137.5%, 150%, 162.5%, 175% and 187.5% of the grant date value. Mr. Fischer elected to defer the vesting in October 2025, and the related issuance of shares of Class B Common Stock, of one-third of the 15,624 DSUs to the next vesting date in October 2026. As of the grant date and as of October 17, 2025, upon vesting in full, Mr. Fischer was entitled to receive between 7,812 and 31,248 shares of Class B Common Stock from the 15,624 DSUs held by him. |

  48. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth all equity awards made to each of the Named Executive Officers that were outstanding at the end of Fiscal 2025. All of the following equity awards were issued pursuant to the 2015 Plan or the 2024 Plan.

  49. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | | Shmuel Jonas | 0 | 18,094 | 38.43 | 09/30/2029 | — | — | | Bill Pereira | — | — | — | — | — | — | | Marcelo Fischer | — | — | — | | 15,064(2) | 887,420 | | Marcelo Fischer | 0 | 18,094 | 38.43 | 09/30/2029 | — | — | | David Wartell | — | — | — | — | — | — | | Menachem Ash | — | — | — | — | — | — | | Howard S. Jonas | — | — | — | — | — | — |

  50. Outstanding Equity Awards at Fiscal Year-End

    | (1) Market value is computed by multiplying the closing market price of the Class B Common Stock on July 31, 2025, the last day that the stock was traded in Fiscal 2025 ($58.91), by the number of restricted shares of Class B Common Stock or DSUs that had not vested as of July 31, 2025. Such computation does not take into consideration the impact of certain vesting conditions. Please see Note 20 – Stock-Based Compensation to our Consolidated Financial Statements included in the Form 10-K. | | (2) Consists of DSUs. Each DSU is the right to receive between one-half of a share and two shares of Class B Common Stock. Vesting was originally scheduled in equal one-third installments in October 2025, October 2026 and October 2027. The number of shares of Class B Common Stock that will be issued for each DSU depends on the market price for the Class B Common Stock as of the relevant vesting date. One-half of a share will be issued for each DSU if the market price on the vesting date is less than $19.20 (50% of the grant date value of a share of Class B Common Stock) and two shares will be issued for each DSU if the market price on the vesting date is $76.80 (200% of the grant date value) or greater, with a proportionate amount to vest based on thresholds of 62.5%, 75%, 87.5%, 100%, 112.5%, 125%, 137.5%, 150%, 162.5%, 175% and 187.5% of the grant date value. Mr. Fischer elected to defer the vesting in October 2025, and the related issuance of shares of Class B Common Stock, of one third of the 15,624 DSUs to the next vesting date in October 2026. As of the grant date and as of October 17, 2025, upon vesting in full, Mr. Fischer was entitled to receive between 7,812 and 31,248 shares of Class B Common Stock from the 15,624 DSUs held by him. |

  51. Option Exercises and Stock and Deferred Stock Units Vested

    Option Exercises and Stock and Deferred Stock Units Vested The following table sets forth information regarding the stock options exercised and the deferred stock units and restricted shares of Class B Common Stock that vested for each of the Named Executive Officers in Fiscal 2025.

  52. Option Exercises and Stock and Deferred Stock Units Vested

    | | Option Awards | | Deferred Stock Units / Restricted Stock Awards | | | | Name | Number of Shares Acquired Upon Exercise (#) | Value Realized On Exercise(1) ($) | Number of Shares Acquired Upon Vesting (#) | Number of Shares Withheld to Cover Taxes (#) | Value Realized on Vesting ($)(1) | | Shmuel Jonas | — | — | — | — | — | | Bill Pereira | — | — | 39,155 | 19,979 | 1,862,063 | | Bill Pereira | — | — | 100,313 | 51,093 | 4,992,578 | | Marcelo Fischer | — | — | 56,250 | 28,323 | 2,799,563 | | David Wartell | — | — | 8,000 | 1,948 | 426,400 | | David Wartell | — | — | 14,374 | 3,639 | 715,394 | | Menachem Ash | — | — | 259 | 93 | 9,047 | | Menachem Ash | — | — | 16,000 | 5,784 | 852,800 | | Menachem Ash | — | — | 9,374 | 3,389 | 466,545 | | Menachem Ash | — | — | 181 | 66 | 8,956 | | Howard S. Jonas | — | — | — | — | — |

  53. Option Exercises and Stock and Deferred Stock Units Vested

    | (1) The “Value Realized on Exercise” and the “Value Realized on Vesting” represent the total number of shares of Class B Common Stock acquired upon exercise or vesting (without regard to the amount of shares withheld to cover taxes, if applicable) and is based on the closing price of the Class B Common Stock on the exercise or vesting date, as applicable. |

  54. 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. The Fiscal 2025 annual total compensation of our Chief Executive Officer, Shmuel Jonas, is $1,479,253; the Fiscal 2025 annual total compensation of our median compensated employee is $32,225, and the ratio of these amounts is 45.9 to 1. The Company identified the median compensated employee by examining the Fiscal 2025 total cash compensation and the approved value of the annual equity awards granted during Fiscal 2025 for all individuals, excluding its Chief Executive Officer, who were employed by the Company on July 31, 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 Fiscal 2025. For employees paid in currencies other than U.S. Dollars, compensation was converted to U.S. Dollars using the average of the applicable monthly exchange rate from August 1, 2024 to July 31, 2025. Because 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, to apply certain exclusions, and to 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 Fiscal 2025 pay ratio for the annual total compensation of our Chief Executive Officer to the annual total compensation of our median employee is 45.9 to 1.

  55. CEO Pay Ratio

    | | Fiscal 2025 Annual Compensation | | | | Pay Ratio | | | | CEO | Median Compensated Employee | | Base Salary (including bonus) | $1,179,250 | $32,225 | | Stock Awards | 300,003 | — | | All Other Compensation | $— | — | | TOTAL | $1,479,253 | $32,225 | | CEO Pay to Median Compensated Employee Pay Ratio | 45.9 | 1 |

  56. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL Bill Pereira: Under the terms of the Pereira Agreement, in the event of Mr. Pereira’s death or disability, the Company shall pay Mr. Pereira or his estate a death/disability benefit equal to $800,000, one-half to be paid within ten (10) days of termination, and one-half to be paid monthly in equal installments over the six-month period following the date of the initial payment. If Mr. Pereira is terminated without “cause,” or if he voluntarily terminates his employment with “good reason,” each as defined in the Pereira Agreement, (i) he is entitled to a payment equal to $800,000; one-half paid upon ten days after the effective date of a release agreement and one-half paid monthly over the following six-month period and (ii) all awards granted under the Company’s incentive plan shall vest (and the restrictions thereon lapse). A “change in control” is deemed to be “good reason” under the Second Pereira Agreement. Mr. Pereira has agreed not to compete with the Company for a period of one year following the termination of his agreement. Marcelo Fischer: On November 13, 2008, Mr. Fischer and the Company entered into a Confidential Release and Retention Agreement (the “Fischer Agreement”), pursuant to which the Company shall pay Mr. Fischer (or his estate) a severance payment of $550,000 in the event he is terminated without “cause,” as defined in the Fischer Agreement, or in the event of Mr. Fischer’s death or disability. Mr. Fischer has agreed not to compete with the Company for a period of one year following the termination of his employment. Howard S. Jonas: Under the terms of the Fifth Revised Jonas Agreement, in the event of Howard S. Jonas’ death or disability, or in the event the Company terminates Howard S. Jonas’ employment without “cause” or Howard S. Jonas voluntarily terminates his employment with “good reason,” which includes a “change in control,” any unvested restricted shares of Class B Common Stock or other equity award granted in connection with Howard S. Jonas’ service to the Company shall vest. In the event of Howard S. Jonas’ death or disability, or in the event the Company terminates Howard S. Jonas’ employment without “cause” or Howard S. Jonas voluntarily terminates his employment with “good reason,” which includes a “change in control,” the Company shall pay Howard S. Jonas’ estate a lump sum payment equal to twelve (12) months of Howard S. Jonas’ annual base salary (at the rate in effect on the date of his death). Howard S. Jonas has agreed not to compete with the Company for a period of one year following the termination of his agreement (other than termination of his employment for “good reason” or by the Company other than for “cause”). All Named Executive Officers: All severance payments are contingent on Named Executive Officers executing the Company’s standard release agreement. The Named Executive Officers are subject to the Company’s Severance Pay and Plan Document (the “Severance Plan”), which was amended and restated on February 19, 2019. Under the Severance Plan, U.S. employees who are terminated without cause are entitled in specific instances, as set forth in the Severance Plan, to severance payments as follows: employees shall receive four weeks of severance pay for each completed year of service up to August 1, 2009 and two weeks for each completed period of service on or after August 1, 2009. Such severance payments are equal to 100% of the employee’s base salary for weeks one through twenty, 80% of the employee’s base salary for weeks twenty-one through twenty-six, and 60% of the employee’s base salary for weeks twenty-seven through forty. Severance payments are capped at forty weeks. If a Named Executive Officer is entitled to a greater severance payment pursuant to an agreement, the greater severance payment shall control. The following table sets forth quantitative information with respect to potential payments to be made to each of the Named Executive Officers upon termination in various circumstances and/or a change in control of the Company (each an “Event”). The following table assumes the Event took place on July 31, 2025 for each of the Named Executive Officers and uses the closing price of Class B Common Stock on July 31, 2025, the last trading day in Fiscal 2025 ($58.91). The potential payments are based on agreements entered into by Named Executive Officers with the Company, discussed above, the 2015 Plan, the 2024 Plan and the Severance Plan.

  57. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Name | Event of Death or Disability ($) | Change In Control ($) | Termination For Cause ($) | Voluntary Termination for Good Reason ($) | Termination Without Cause ($) | | Shmuel Jonas | | | | | | | Restricted Shares/DSUs | — | — | — | — | — | | Severance | — | — | — | — | 304,615(1) | | Bill Pereira | | | | | | | Restricted Shares/DSUs | — | — | — | | | | Severance | 800,000(2) | 800,000(2) | — | 800,000(2) | 800,000(2) | | Marcelo Fischer | | | | | | | Restricted Shares/DSUs | — | 920,410(3) | — | — | — | | Severance | 550,000(4) | — | — | — | 550,000(4) | | David Wartell | | | | | | | Restricted Shares/DSUs | — | — | — | — | — | | Severance | — | — | — | — | 92,308(1) | | Menachem Ash | | | | | | | Restricted Shares/DSUs | — | | — | — | | | Severance | — | — | — | — | 255,385(1) | | Howard S. Jonas | | | | | | | Restricted Shares/DSUs | — | — | — | — | — | | Severance | 250,000(5) | 250,000(5) | — | 250,000(5) | 250,000(5) |

  58. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | (1) Payable pursuant to the Severance Plan. | | (2) Payable pursuant to the Pereira Agreement. | | (3) Represents the accelerated vesting of 18,094 DSUs. Market value is computed by multiplying the closing market price of the Class B Common Stock on July 31, 2025, the last day that the stock was traded in Fiscal 2025 ($58.91), by the number of DSUs that had not vested as of July 31, 2025. Such computation does not take into consideration the impact of certain vesting conditions. Please see Note 20 – Stock-Based Compensation to our Consolidated Financial Statements included in the Form 10-K. | | (4) Payable pursuant to the Fischer Agreement. | | (5) Payable pursuant to the Fifth Revised Jonas Agreement. Howard S. Jonas’ annual base salary was $250,000 as of July 31, 2025. |

  59. Pay vs. Performance

    Pay vs. Performance The following table presents compensation information for Shmuel Jonas, the Company’s 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.

  60. 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(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return(4) ($) | Value of Initial Fixed $100 Investment Based On Peer Group’s Total Shareholder Return(5) ($) | Net Income ($) | | Fiscal 2025 | 1,479,253 | 1,479,253 | 1,382,896 | 1,919,113(6) | 911.46 | 211.03 | 81,139,000 | | Fiscal 2024 | 1,090,000 | 1,090,000 | 1,243,526 | 1,552,575(7) | 588.83 | 160.76 | 68,264,000 | | Fiscal 2023 | 1,075,425 | 1,075,425 | 1,095,435 | 1,083,516(8) | 364.36 | 123.63 | 44,366,000 | | Fiscal 2022 | 1,027,500 | 1,080,870(9) | 584,101 | 597,684(10) | 399.85 | 102.23 | 29,005,000 | | Fiscal 2021 | 1,144,500 | 1,144,500(11) | 671,833 | 671,833(12) | 764.87 | 143.91 | 96,891,000 |

  61. Pay vs. Performance

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

  62. Pay vs. Performance

    | (2) Shmuel Jonas, Chief Executive Officer, is the Principal Executive Officer (“PEO”). |

  63. Pay vs. Performance

    | (3) Howard S. Jonas, Chairman, Bill Pereira, President and Chief Operating Officer, Marcelo Fischer, Chief Financial Officer, David Wartell, Chief Technology Officer, and Menachem Ash, Executive Vice President – Strategy and Legal Affairs, for Fiscal 2025, Fiscal 2024, Fiscal 2023 and Fiscal 2022. Howard S. Jonas, Chairman, Bill Pereira, President and Chief Operating Officer, and Marcelo Fischer, Chief Financial Officer, for Fiscal 2021. |

  64. Pay vs. Performance

    | (4) Calculated based on a hypothetical $100 investment beginning at market close on July 31, 2020. |

  65. Pay vs. Performance

    | (5) Calculated based on a hypothetical $100 investment beginning at market close on July 31, 2020 in the S&P 500 Communication Services. |

  66. Pay vs. Performance

    | (6) In Fiscal 2025, the average compensation actually paid to non-PEO NEOs was higher than the total amount disclosed in the Summary Compensation Table in the average amount of $536,217, due to the following: |

  67. Pay vs. Performance

    | (a) an increase in the average amount of $184,082 ($920,410 in the aggregate) related to the fair market value of restricted shares of Class B Common Stock and deferred stock units awarded during Fiscal 2025 to the Non-PEO NEOs that did not vest during Fiscal 2025 based upon the closing price of our Class B Common Stock on July 31, 2025 (the last trading day of Fiscal 2025) of $58.91; see Outstanding Equity Awards at Fiscal Year-End, above; | | (b) an increase in the average amount of $368,634 ($1,843,172 in the aggregate) related to the fair market value of restricted shares of Class B Common Stock and DSUs awarded during Fiscal 2025 to the Non-PEO NEOs that vested during Fiscal 2025 based upon the closing price of our Class B Common Stock on the applicable date of vesting; see Option Exercises and Stock and Deferred Stock Units Vested, above; | | (c) an increase in the average amount of $488,494 ($2,442,469 in the aggregate) related to the fair market value of restricted shares of Class B Common Stock and DSUs that vested during Fiscal 2025 (based on the closing price of our Class B Common Stock on such vesting date) as compared to the fair market value of such restricted shares of Class B Common Stock and DSUs that were outstanding and unvested on July 31, 2024 (the last trading day of Fiscal 2024, which had a closing price of our Class B Common Stock on such date of $38.23); and | | (d) a decrease in the average amount of $504,993 ($2,524,965 in the aggregate) related to the fair market value of restricted shares of Class B Common Stock and DSUs awarded during Fiscal 2025 to the Non-PEOs based upon the price of the Class B Common Stock at the applicable grant date; see Summary Compensation Table, above. |

  68. Pay vs. Performance

    | (7) In Fiscal 2024, the average compensation actually paid to non-PEO NEOs was higher than the total amount disclosed in the Summary Compensation Table in the average amount of $309,049, due to the following: |

  69. Pay vs. Performance

    | (a) an increase in the average amount of $179,681 ($898,405 in the aggregate) related to the fair market value of restricted shares of Class B Common Stock and deferred stock units awarded during Fiscal 2024 to the Non-PEO NEOs that did not vest during Fiscal 2024 based upon the closing price of our Class B Common Stock on July 31, 2024 (the last trading day of Fiscal 2024) of $38.23; see Outstanding Equity Awards at Fiscal Year-End, above; | | (b) an increase in the average amount of $297,500 ($1,487,498 in the aggregate) related to the fair market value of restricted shares of Class B Common Stock and DSUs awarded during Fiscal 2024 to the Non-PEO NEOs that vested during Fiscal 2024 based upon the closing price of our Class B Common Stock on the applicable date of vesting; see Option Exercises and Stock and Deferred Stock Units Vested, above; | | (c) an increase in the average amount of $285,220 ($1,426,101 in the aggregate) related to the fair market value of restricted shares of Class B Common Stock and DSUs outstanding and unvested on July 31, 2024 (the last trading day of Fiscal 2024, which had a closing price of our Class B Common Stock on such date of $38.23) as compared to the fair market value of such restricted shares of Class B Common Stock and DSUs that were outstanding and unvested on July 31, 2023 (the last trading day of Fiscal 2023, which had a closing price of our Class B Common Stock on such date of $23.63); | | (d) an increase in the average amount of $5,434 ($27,172 in the aggregate) related to the fair market value of restricted shares of Class B Common Stock and DSUs that vested during Fiscal 2024 (based on the closing price of our Class B Common Stock on such vesting date) as compared to the fair market value of such restricted shares of Class B Common Stock and DSUs that were outstanding and unvested on July 31, 2023 (the last trading day of Fiscal 2023, which had a closing price of our Class B Common Stock on such date of $23.63); and | | (e) a decrease in the average amount of $458,786 ($2,293,930 in the aggregate) related to the fair market value of restricted shares of Class B Common Stock and DSUs awarded during Fiscal 2024 to the Non-PEOs based upon the price of the Class B Common Stock at the applicable grant date; see Summary Compensation Table, above. |

  70. Pay vs. Performance

    | (8) In Fiscal 2023, the average compensation actually paid to non-PEO NEOs was lower than the total amount disclosed in the Summary Compensation Table in the average amount of $11,919, due to the following: |

  71. Pay vs. Performance

    | (a) an increase in the average amount of $466,487 ($2,332,436 in the aggregate) related to the fair market value of restricted shares of Class B Common Stock and DSUs awarded during Fiscal 2023 to the Non-PEO NEOs that did not vest during Fiscal 2023 based upon the closing price of our Class B Common Stock on July 31, 2023 (the last trading day of Fiscal 2023) of $23.63; see Outstanding Equity Awards at Fiscal Year-End, above; | | (b) an increase in the average amount of $46,314 ($231,570 in the aggregate) related to the fair market value of restricted shares of Class B Common Stock and DSUs awarded during Fiscal 2023 to the Non-PEO NEOs that vested during Fiscal 2023 based upon the closing price of our Class B Common Stock on the applicable date of vesting; see Option Exercises and Stock and Deferred Stock Units Vested, above. Excluded from this calculation are restricted shares of Class B Common Stock owned by Bill Pereira and Marcelo Fischer that were awarded in Fiscal 2023 for services provided in Fiscal 2022, see footnote 8 below; and | | (c) a decrease in the average amount of $524,720 ($2,623,200 in the aggregate) related to the fair market value of restricted shares of Class B Common Stock and DSUs awarded during Fiscal 2023 to the Non-PEOs based upon the price of the Class B Common Stock at the applicable grant date; see Summary Compensation Table, above. |

  72. Pay vs. Performance

    | (9) In Fiscal 2022, the compensation actually paid to Shmuel Jonas (PEO) was greater than the total amount disclosed in the Summary Compensation Table in the amount of $53,370, due to the following: |

  73. Pay vs. Performance

    | (a) an increase in the amount of $319,620 related to the fair market value of restricted shares of Class B Common Stock awarded during Fiscal 2025 for services provided by Shmuel Jonas in Fiscal 2022 that vested upon grant based upon the closing price of our Class B Common Stock on the applicable date of vesting; see Option Exercises and Stock and Deferred Stock Units Vested, above; and | | (b) a decrease in the amount of $266,250 related to the fair market value of restricted shares of Class B Common Stock awarded during Fiscal 2025 for services provided by Shmuel Jonas in Fiscal 2022 based upon the price of the Class B Common Stock at the applicable grant date; see Summary Compensation Table, above. |

  74. Pay vs. Performance

    | (10) In Fiscal 2022, the average compensation actually paid to non-PEO NEOs was higher than the total amount disclosed in the Summary Compensation Table in the average amount of $13,583, due to the following: |

  75. Pay vs. Performance

    | (a) an increase in the average amount of $83,334 ($416,670 in the aggregate) related to the fair market value of restricted shares of Class B Common Stock awarded during Fiscal 2023 for services provided by two non-PEO NEOs (Bill Pereira and Marcelo Fischer) in Fiscal 2022 that vested upon grant based upon the closing price of our Class B Common Stock on the applicable date of vesting; see Option Exercises and Stock and Deferred Stock Units Vested, above; and | | (b) a decrease in the average amount of $69,751 ($348,753 in the aggregate) related to the fair market value of restricted shares of Class B Common Stock awarded during Fiscal 2023 for services provided by two non-PEO NEOs (Bill Pereira and Marcelo Fischer) in Fiscal 2022 based upon the price of the Class B Common Stock at the applicable grant date; see Summary Compensation Table, above. |

  76. Pay vs. Performance

    | (11) The value of a grant to Shmuel Jonas in Fiscal 2021 of 50 restricted shares of Class B common stock of net2phone 2.0, Inc., a subsidiary of the Company (“net2phone 2.0”), which represents 5% of the outstanding common stock of net2phone 2.0, was valued at the time of grant and assumed to not have changed value by the end of Fiscal 2021 as such shares were illiquid and did not vest by the end of Fiscal 2021. |

  77. Pay vs. Performance

    | (12) The value of a grant to Howard S. Jonas (a non-PEO NEO) in Fiscal 2021 of 50 restricted shares of Class B common stock of net2phone 2.0, which represents 5% of the outstanding common stock of net2phone 2.0, was valued at the time of grant and assumed not to have changed value by the end of Fiscal 2021 as such shares were illiquid and did not vest by the end of Fiscal 2021. |

  78. Pay vs. Performance

    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 directly align their interests with those of our stockholders. Equity awards may include grants of restricted shares of stock, options to purchase shares of stock and deferred stock units which may have performance-based vesting criteria in addition to time-based vesting criteria. While the specific factors that drive compensation decisions may not directly correlate with our net income or Total Shareholder Return, many of the criteria used tend to impact compensation as well as Total Shareholder Return and that contributes to the correlation shown in the table above.

  79. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Pursuant to the Company’s Third Restated Certificate of Incorporation, the number of members of the Board of Directors is to be between three and seventeen, with the actual number to be set, within that range, by the Board of Directors from time to time. The Board of Directors has set the number of directors on the Board of Directors at six, including one ex-officio (non-voting) director who is to be appointed by the voting members of the Board, and there are currently six directors on the Board of Directors, including one ex-officio (non-voting) director. The current terms of all serving directors expire at the Annual Meeting. The Company’s Eighth Amended and Restated By-Laws enable the Board of Directors to appoint one or more ex-officio (non-voting) directors to serve on the Board. Bill Pereira was appointed ex-officio (non-voting) director on March 24, 2021 and has since served in that capacity. The stockholders are not being asked to vote on Mr. Pereira’s appointment as an ex-officio (non-voting) director. The nominees for voting members of the Board of Directors are Eric F. Cosentino, Howard S. Jonas, Irwin Katsof, Judah Schorr and Elaine S. Yatzkan, each of whom has consented to be named in this proxy statement and to serve if elected. Each of these director nominees is standing for election for a term of one year until the 2026 annual meeting of stockholders, or until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. A majority of the votes cast for or against a director nominee at the Annual Meeting shall elect each voting director. Stockholders may not vote for more than five persons, which is the number of nominees identified herein. The following pages contain biographical information and other information about the director nominees. Following each nominee’s biographical information, we have provided information concerning particular experience, qualifications, attributes and/or skills, including as to personal factors of nominees and the diverse perspectives that nominees may bring to their service on the Board and that the Nominating Committee and the Board of Directors considered when determining that each nominee should serve as a director. Eric F. Cosentino has been a director of the Company since February 2007. Rev. Cosentino was a director of Zedge, Inc., a former subsidiary of the Company that was spun off to stockholders in June 2016, from September 2008 until May 2016. Rev. Cosentino was a member of the National Association of Corporate Directors (NACD) from March 2009 to 2021. Rev. Cosentino earned an NACD Governance Fellowship in 2014, when he completed NACD’s comprehensive program study for corporate directors. He supplements his skill sets through ongoing engagement with the director community and access to leading practices. Rev. Cosentino served on the Board of Directors of a Company subsidiary, IDT Entertainment, until it was sold to Liberty Media in 2006. Rev. Cosentino was the Rector of the Episcopal Church of the Divine Love in Montrose, New York, from 1987 until his retirement in 2014. He began his ordained ministry in 1984 as curate (assistant) at St. Elizabeth’s Episcopal Church in Ridgewood, Bergen County, New Jersey. He has also served on the Board of Directors of the Evangelical Fellowship Anglican Communion of New York. Rev. Cosentino has published articles and book reviews for The Episcopal New Yorker, Care & Community, and Evangelical Journal. Rev. Cosentino received a B.A. from Queens College and a M.Div. from General Theological Seminary, New York. Rev. Cosentino has strong leadership skills, having served as the Rector of the Episcopal Church of the Divine Love in Montrose, New York, from 1987 until 2014. As Chairman of the Company’s Corporate Governance Committee, Rev. Cosentino has become well-versed in corporate governance issues by attending seminars and joining the National Association of Corporate Directors in March 2009. Rev. Cosentino’s long tenure as a director of the Company, as well as prior tenures with former Company subsidiaries’ Zedge and IDT Entertainment, brings extensive knowledge of our Company to the Board. Howard S. Jonas founded IDT in August 1990, has served as Chairman of the Board of Directors since its inception and has served as its Chairman since September 2022. Mr. Jonas served as a member of the Board of Directors 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 the Company from October 2009 through December 2013 and from December 1991 until July 2001. From January 2014 until November 2017, Mr. Jonas served as the Chief Executive Officer of Genie Energy Ltd., a former subsidiary of IDT that was spun off to stockholders in October 2011, and has served as Chairman of the Board of Directors of Genie Energy since the spin-off. From June 2016 to November 2016, 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. Mr. Jonas has served as the Vice Chairman of Zedge, Inc. since November 2016. Mr. Jonas also has served as the Chairman of the Board of Rafael Holdings, Inc., a former subsidiary of IDT that was spun off to stockholders in March 2018, since the spin-off, and also as the Chief Executive Officer until May 2021. Mr. Jonas also has served as the Chairman of the Board of IDW Media Holdings, Inc., a former subsidiary of IDT, since it was spun off to stockholders in September 2009, and has been its Chairman since June 2022 and was its Chief Executive Officer from February 2019 through April 2020. Mr. Jonas has been a director of Rafael Pharmaceuticals, Inc. (f/k/a Cornerstone Pharmaceuticals) since April 2013 and was appointed Chairman of the Board in April 2016. Mr. Jonas received a B.A. in Economics from Harvard University. As founder of the Company and Chairman of the Board since its inception, Howard S. Jonas brings tremendous knowledge of all aspects of our Company and each industry in which it is involved to the Board. Howard S. Jonas’ service as Chairman and Chairman of the Board creates a critical link between management and the Board, enabling the Board to perform its oversight function with the benefits of management’s perspectives on the businesses of the Company. In addition, having Howard S. Jonas on the Board provides our Company with effective leadership.

  80. ELECTION OF DIRECTORS

    Irwin Katsof has been a director of the Company 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: How I tried to get Rich without losing my Soul.” Mr. Katsof also completed his Series 39 and 7 exams. Key Attributes, Experience and Skills: Mr. Katsof’s breadth of experience brings important perspectives to the Company’s Board. He has important contacts in 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. Judah Schorr has been a director of the Company since December 2006. Dr. Schorr founded Judah Schorr MD PC in 1994, an anesthesia provider to hospitals, ambulatory surgery centers and medical offices, and has been its President and owner since its inception, as well as the President of its subsidiary, Tutto Anesthesia. Dr. Schorr is an attending physician at Anesthesia Services at Bergen Regional Medical Center, the largest hospital in the state of New Jersey, and the Managing Partner of Chavrusa Realty Corp., a commercial real-estate company in Long Island, New York. Dr. Schorr received his B.S. in Psychology from Brooklyn College and his M.D. from the University of Trieste Faculty of Medicine and Surgery in Italy. Through Dr. Schorr’s career as an entrepreneur driving the growth of Judah Schorr MD PC and Chavrusa Realty Corp., he has obtained valuable business and management experience and brings important perspectives on the issues facing the Company. Dr. Schorr’s tenure as a member of the Board and its Compensation, Corporate Governance and Audit Committees brings useful compliance insights to the Board. Elaine S. Yatzkan has served as a director of the Company since December 2023. Ms. Yatzkan received her B.A. from Barnard College, and her MSW and PhD degrees from the New York University School of Social Work. Elaine Yatzkan had a private practice of psychotherapy from 1973-2023 and served as the Director of Program Development for the Jewish Guild for the Blind from 1990-2010. Key Attributes, Experience and Skills: Elaine S. Yatzkan brings a different perspective to the Board than the current members due to her age and gender. She is active in promoting women to leadership roles and is committed to that goal. The Company believes that obtaining input from more diverse perspectives enhances the Board’s oversight of management and provides input on addressing different markets. 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. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES NAMED ABOVE.

  81. Directors, Director Nominees and Executive Officers

    Directors, Director Nominees and Executive Officers The executive officers, directors, director nominees and Named Executive Officers of the Company are as follows:

  82. Directors, Director Nominees and Executive Officers

    | Name | Age | Position | | Shmuel Jonas | 44 | Chief Executive Officer and Named Executive Officer | | Howard S. Jonas | 69 | Chairman, Chairman of the Board, Director, Director Nominee and Named Executive Officer | | Bill Pereira | 60 | President, Chief Operating Officer, Ex-Officio (Non-Voting) Director and Named Executive Officer | | Marcelo Fischer | 58 | Chief Financial Officer and Named Executive Officer | | Joyce J. Mason | 66 | Executive Vice President, General Counsel and Corporate Secretary | | David Wartell | 46 | Chief Technology Officer and Named Executive Officer | | Menachem Ash | 53 | Executive Vice President of Strategy and Legal Affairs and Named Executive Officer | | Mitch Silberman | 57 | Chief Accounting Officer and Controller | | Nadine Shea | 54 | Executive Vice President of Global Human Resources | | Eric F. Cosentino | 68 | Director and Director Nominee | | Irwin Katsof | 70 | Director and Director Nominee | | Judah Schorr | 73 | Director and Director Nominee | | Elaine S. Yatzkan | 92 | Director and Director Nominee |

  83. Directors, Director Nominees and Executive Officers

    Set forth below is biographical information with respect to the Company’s current executive officers and Named Executive Officers, except Howard S. Jonas, whose information is set forth above in Proposal No. 1: Shmuel Jonas has served as Chief Executive Officer of the Company since January 2014. Mr. Jonas served as Chief Operating Officer of the Company from June 2010 through December 2013. Mr. Jonas joined the Company in June 2008 and served as a Vice President until June 2009 when he was elected to serve as the Company’s Vice President of Operations. Since 2004, Mr. Jonas has been the managing member of Arlington Suites, a thirty million dollar mixed-use ground-up development project in Bronx, New York. In addition, Mr. Jonas was a director of Zedge, Inc., a former subsidiary of the Company that was spun off to stockholders in June 2016, from October 2010 until May 2016. From 2006 through 2008, Mr. Jonas was a partner in a 160-unit garden apartment complex in Memphis, Tennessee. Between 2004 and 2005, Mr. Jonas owned and operated various businesses in the food industry, including BID Distribution, a distributor and marketer of frozen desserts to grocery stores and food service operations. Bill Pereira served as a voting member of the Company’s Board of Directors from October 31, 2011 to March 2021, when he was appointed as an ex-officio (non-voting) member of the Board of Directors. Mr. Pereira has also served as President and Chief Operating Officer of the Company since January 1, 2018. Mr. Pereira served as the Chief Executive Officer and President of IDT Telecom from October 31, 2011 to December 31, 2017. Mr. Pereira served as Chief Financial Officer of the Company from January 2009 until October 2011, and served as the Treasurer from January 2009 to December 2010. Previously, he served as Executive Vice President of Finance for the Company from January 2008 to January 2009. Mr. Pereira initially joined the Company in December 2001 when the Company bought Horizon Global Trading, a financial software firm where he was a managing partner. In February 2002, Mr. Pereira joined Winstar Communications, a subsidiary of the Company, as a Senior Vice President of Finance. Mr. Pereira was promoted to CFO of Winstar Communications, a position he held until 2006 when he was named a Senior Vice President of the Company responsible for financial reporting, budgeting and planning. Prior to joining the Company, Mr. Pereira worked for a number of companies in the financial sector, including Prudential Financial, SBC Warburg and UBS. Mr. Pereira received a B.S. from Rutgers University and an M.B.A. from the New York University Stern School of Business. Marcelo Fischer has served as the Company’s Chief Financial Officer since June 3, 2019 and as Chief Financial Officer of IDT Telecom since June 2007. Mr. Fischer served as Senior Vice President–Finance (the Company’s principal financial officer position) from October 31, 2011 to June 2019. Mr. Fischer also served as the Company’s Senior Vice President of Finance from March 2007 to June 2007. Mr. Fischer served as the Company’s Chief Financial Officer and Treasurer from June 2006 to March 2007, as the Company’s Controller from May 2001 until June 2006 and as Chief Accounting Officer from December 2001 until June 2006. Prior to joining the Company, Mr. Fischer was the Corporate Controller of Viatel, Inc. from 1999 until 2001. From 1998 through 1999, Mr. Fischer was the Controller of the Consumer International Division of Revlon, Inc. From 1991 through 1998, Mr. Fischer held various accounting and finance positions at Colgate-Palmolive Corporation. Mr. Fischer, a Certified Public Accountant, received a B.A. from the University of Maryland and an M.B.A. from the New York University Stern School of Business. Joyce J. Mason has served as an Executive Vice President of the Company since December 1998 and as General Counsel and Corporate Secretary of the Company from its inception. Ms. Mason also served as a director of the Company from its inception until December 2006. In addition, Ms. Mason was a director of Zedge, Inc., a former subsidiary of the Company that was spun off to stockholders in June 2016, from September 2008 until May 2016, and she 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 has also served as a director of Genie Energy Ltd., a former subsidiary of the Company that was spun off to stockholders in October 2011, since May 2021. Ms. Mason served as Corporate Secretary of IDW Media Holdings, Inc. from March 2023 until April 2025, and, prior to that, from September 2019 to March 2023 as its Assistant Corporate Secretary. 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. Mitch Silberman has served as the Company’s Chief Accounting Officer and Controller since June 2006. Mr. Silberman joined the Company in October 2002 as Director of Financial Reporting until his promotion to Assistant Controller in October 2003. Prior to joining the Company, Mr. Silberman was a senior manager at KPMG LLP, where he served in the firm’s Biotechnology and Pharmaceutical practice. Prior to KPMG, Mr. Silberman worked for Grant Thornton LLP, serving in the firm’s Telecommunications, Service and Technology practice. Mr. Silberman, a Certified Public Accountant, received a Bachelor of Science in Accounting from Brooklyn College. Menachem Ash has served as the Company’s Executive Vice President of Strategy and Legal Affairs since October 2012. Mr. Ash served as the managing attorney of the Company’s legal department from June 2011 to October 2012. Mr. Ash has served as senior counsel to several IDT divisions since he joined the Company in July 2004, including IDT Telecom and IDT Carmel. Mr. Ash served as President 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 to September 2021. Prior to joining the Company, Mr. Ash served as General Counsel to Telstar International, Inc., a telecommunications services provider. Mr. Ash also worked at KPMG as a senior associate in its tax group focusing on financial services and technology companies. He is a graduate of Brooklyn College and the Benjamin N. Cardozo School of Law. Nadine Shea has served as the Company’s Executive Vice President of Global Human Resources since September 2019. Ms. Shea joined the Company in May 2000 as Associate General Counsel and held various senior counsel roles at the Company. Prior to joining the Company, Ms. Shea worked in private legal practice. Ms. Shea received a B.A. in Criminal Justice from the University of Maryland and a J.D. from New York Law School. David Wartell has been the Chief Technology Officer of the Company since March 2018 and the Executive Vice President – Technology of IDT Telecom since June 2017. Mr. Wartell brings 20 years of operational experience in enterprise and cloud technology to the Company. Prior to joining the Company, he was Executive Vice President of Idera Inc., one of the largest private B2B software vendors in the world, with products evangelized by millions of community members, and more than 50,000 customers. Previously, he was founder and CEO of R1soft.com, a leading provider of cloud backup and disaster recovery software. Earlier in his career, he ran operations for some of the largest cloud service providers in the world. Mr. Wartell received a B.S. in Computer Engineering from Michigan State University.