Edgar Filing: IDT CORP - Form DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

______________________

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨		Preliminary Proxy Statement
¨		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x		Definitive Proxy Statement
¨		Definitive Additional Materials
¨		Soliciting Material under Rule 14a-12

IDT Corporation

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

¨	Fee computed on table below per Exchange Act Rule 14a-6(i)(1), and 0-11.

	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transactions applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:


¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

IDT CORPORATION

520 Broad Street
Newark, New Jersey 07102
(973) 438-1000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TIME AND DATE:	10:30 a.m., local time, on Monday, December 14, 2015

PLACE:	Hampton Inn & Suites Newark Riverwalk Hotel, 100 Passaic Ave, Harrison, New Jersey 07029

ITEMS OF BUSINESS:	1.	To elect five directors, each for a term of one year.

	2.	To approve an amendment to the IDT Corporation 2015 Stock Option and Incentive Plan that will increase the number of shares of the Company’s Class B Common Stock available for the grant of awards thereunder by an additional 100,000 shares.

	3.	To conduct an advisory vote on executive compensation.

	4.	To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Fiscal Year ending July 31, 2016.

	5.	To transact other business as may properly come before the Annual Meeting and any adjournment or postponement thereof.

RECORD DATE:	You can vote if you were a stockholder of record as of the close of business on October 21, 2015.

PROXY VOTING:	You can vote either in person at the Annual Meeting or by proxy without attending the meeting. See details under the heading “How do I Vote?”

ANNUAL MEETING ADMISSION:	If you are a stockholder of record, a form of personal photo identification must be presented in order to be admitted to the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must bring a brokerage statement or other written proof of ownership as of October 21, 2015 with you to the Annual Meeting, as well as a form of personal photo identification.

ANNUAL MEETING DIRECTIONS:	You may request directions to the annual meeting via email at invest@idt.net or by calling IDT Investor Relations at (973) 438-3838.

Important Notice Regarding the Availability of Proxy Materials for the IDT Corporation Stockholders Meeting to be Held on December 14, 2015: The Notice of Annual Meeting and Proxy Statement and the 2015 Annual Report are available at:

www.idt.net/ir

		BY ORDER OF THE BOARD OF DIRECTORS



		Joyce Mason
		Executive Vice President, General Counsel and Corporate Secretary

Newark, New Jersey
October 30, 2015

IDT CORPORATION

520 Broad Street
Newark, New Jersey 07102
(973) 438-1000

_____________________

PROXY STATEMENT

_____________________

GENERAL INFORMATION

Introduction

This Proxy Statement is furnished to the stockholders of record of IDT Corporation, a Delaware corporation (the “Company” or “IDT”) as of the close of business on October 21, 2015, in connection with the solicitation by the Company’s Board of Directors (the “Board of Directors”) of proxies for use in voting at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held on Monday, December 14, 2015 at 10:30 a.m., local time, at the Hampton Inn & Suites Newark Riverwalk Hotel, 100 Passaic Ave, Harrison, New Jersey 07029. The shares of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”) and Class B common stock, par value $0.01 per share (“Class B Common Stock”), present at the Annual Meeting or represented by the proxies received by Internet or mail (properly marked, dated and executed) and not revoked, will be voted at the Annual Meeting. This Proxy Statement is being mailed to the Company’s stockholders starting on November 6, 2015.

Solicitation and Voting Procedures

This solicitation of proxies is being made by the Company. The solicitation is being conducted by mail and by e-mail, and the Company will bear all attendant costs. These costs will include the expense of preparing and mailing proxy materials for the Annual Meeting and any reimbursements paid to brokerage firms and others for their expenses incurred in forwarding the solicitation materials regarding the Annual Meeting to the beneficial owners of the Company’s Class A Common Stock and Class B Common Stock. The Company may conduct further solicitations personally, by telephone or by facsimile through its officers, directors and employees, none of whom will receive additional compensation for assisting with the solicitation.

The close of business on October 21, 2015 has been fixed as the record date (the “Record Date”) for determining the holders of shares of Class A Common Stock and Class B Common Stock entitled to notice of, and to vote at, the Annual Meeting. As of the close of business on the Record Date, the Company had 23,326,566 shares outstanding and entitled to vote at the Annual Meeting, consisting of 1,574,326 shares of Class A Common Stock and 21,752,240 shares of Class B Common Stock. The remaining shares issued, consisting of 1,698,000 shares of Class A Common Stock and 3,522,835 shares of Class B Common Stock, are beneficially owned by the Company, and are not entitled to vote or to be counted as present at the Annual Meeting for purposes of determining whether a quorum is present. The shares of stock owned by the Company will not be deemed to be outstanding for determining whether a majority of the votes cast have voted in favor of any proposal.

Stockholders are entitled to three votes for each share of Class A Common Stock held by them and one-tenth of one vote for each share of Class B Common Stock held by them. The holders of Class A Common Stock and Class B Common Stock will vote as a single body on all matters presented to the stockholders. There are no dissenters’ rights of appraisal in connection with any proposal. Howard Jonas, the Chairman of the Board and holder of all of the Class A Common Stock, entered into a voting agreement with the Company, dated December 2, 2010, pursuant to which Howard Jonas agreed to refrain from voting any shares that Howard Jonas controls that represent more than 76.1% of the combined voting power of the Company’s outstanding capital stock.

How do I Vote?

You can vote either in person at the Annual Meeting or by proxy without attending the meeting.

Beneficial holders of the Company’s Class A Common Stock and Class B Common Stock as of the Record Date whose stock is held of record by another party should receive voting instructions from their bank, broker or

other holder of record. If a stockholder’s shares are held through a nominee and the stockholder wants to vote at the meeting, such stockholder must obtain a proxy from the nominee record holder authorizing such stockholder to vote at the Annual Meeting.

Stockholders of record should receive a paper copy of our proxy materials and may vote by following the instructions on the proxy card that is included with the proxy materials. As set forth on the proxy card, there are two convenient methods for holders of record to direct their vote by proxy without attending the Annual Meeting: on the Internet or by mail. To vote by Internet, visit www.voteproxy.com. To vote by mail, mark, date and sign the enclosed proxy card and return it in the postage-paid envelope provided. Holders of record may also vote by attending the Annual Meeting and voting by ballot.

All shares for which a proxy has been duly executed and delivered (by Internet or mail) and not properly revoked prior to the meeting will be voted at the Annual Meeting. If a stockholder of record signs and returns a proxy card but does not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board of Directors. If any other matters are properly presented at the Annual Meeting for consideration and if you have voted your shares by Internet or mail, the persons named as proxies will have the discretion to vote on those matters for you. On the date of filing this Proxy Statement with the SEC, the Board of Directors did not know of any other matter to be raised at the Annual Meeting.

How Can I Change My Vote?

A stockholder of record can revoke his, her or its proxy at any time before it is voted at the Annual Meeting by delivering to the Company (to the attention of Joyce J. Mason, Esq., Executive Vice President, General Counsel and Corporate Secretary) a written notice of revocation or by executing a later-dated proxy by Internet or mail, or by attending the Annual Meeting and voting in person.

If your shares are held in the name of a bank, broker, or other nominee, you must obtain a proxy executed in your favor from the holder of record (that is, your bank, broker, or nominee) to be able to vote at the Annual Meeting.

Quorum and Vote Required

The presence at the Annual Meeting of a majority of the voting power of the Company’s outstanding Class A Common Stock and Class B Common Stock (voting together), either in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Abstention votes and any broker non-votes (i.e., votes withheld by brokers on non-routine proposals in the absence of instructions from beneficial owners) will be counted as present or represented at the Annual Meeting for purposes of determining whether a quorum exists.

The affirmative vote of a majority of the voting power present (in person or by proxy) at the Annual Meeting and casting a vote on a Proposal will be required for the approval of the election of any director (Proposal No. 1), the amendment to the 2015 Stock Option and Incentive Plan (the “2015 Plan”) (Proposal No. 2), the approval, on an advisory basis, of the compensation of our Named Executive Officers (Proposal No. 3), and the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal No. 4). This means that the number of votes cast “for” a director nominee must exceed the number of votes cast “against” that nominee. Abstentions are not counted as votes “for” or “against” a nominee or any of these proposals.

If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the rules of the New York Stock Exchange. In the event of a broker non-vote or an abstention with respect to any proposal coming before the Annual Meeting, the shares represented by the relevant proxy will not be deemed to be present and entitled to vote on those proposals for the purpose of determining the total number of shares of which a majority is required for adoption, having the practical effect of reducing the number of affirmative votes required to achieve a majority vote for such matters by reducing the total number of shares from which a majority is calculated.

If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NYSE rules to vote your shares on the ratification of the Company’s independent registered public accounting firm (Proposal No. 4), even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on the election of directors (Proposal No. 1), the adoption of an amendment to the 2015 Stock Option and Incentive Plan (Proposal No. 2), the approval, on an advisory basis, of the compensation of our Named Executive Officers (Proposal No. 3), or on any stockholder proposal or other matter raised at the Annual Meeting without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.

How Many Votes Are Required to Approve Other Matters?

Unless otherwise required by law or the Company’s Bylaws, the affirmative vote of a majority of the voting power represented at the Annual Meeting and entitled to vote will be required for other matters that may properly come before the meeting.

Stockholders Sharing the Same Address

We are sending only one copy of the Annual Report and Proxy Statement to stockholders of record who share the same last name and address, unless they have notified the Company that they want to continue to receive multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and printings and postage costs. However, if any stockholder residing at such address wishes to receive a separate Annual Report or Proxy Statement in the future, he or she may contact Joyce J. Mason, Esq., Corporate Secretary, IDT Corporation, 520 Broad Street, Newark, New Jersey 07102, or by phone at (973) 438-1000, and we will promptly forward to such stockholder a separate Annual Report and/or Proxy Statement. The contact information above may also be used by members of the same household currently receiving multiple copies of the Annual Report and Proxy Statement in order to request that only one set of materials be sent in the future.

References to Fiscal Years

The Company’s fiscal year ends on July 31 of each calendar year. Each reference to a fiscal year refers to the fiscal year ending in the calendar year indicated (e.g., Fiscal 2015 refers to the Fiscal Year ended July 31, 2015).

CORPORATE GOVERNANCE

Introduction

The Company has in place a comprehensive corporate governance framework that reflects the corporate governance requirements and the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended, and the corporate governance-related listing requirements of the New York Stock Exchange. Consistent with the Company’s commitment to strong corporate governance, the Company does not rely on the exceptions from the New York Stock Exchange’s corporate governance listing requirements available to it because it is a “controlled company,” except as described below with regard to (i) the composition of the Nominating Committee and (ii) the Company not having a single Nominating/Corporate Governance Committee.

In accordance with Sections 303A.09 and 303A.10 of the New York Stock Exchange Listed Company Manual, the Company has adopted a set of Corporate Governance Guidelines and a Code of Business Conduct and Ethics, the full texts of which are available for your review in the Governance section of our website at http://ir.idt.net/Governance and which also are available in print to any stockholder upon written request to the Corporate Secretary.

The Company qualifies as a “controlled company” as defined in Section 303A of the New York Stock Exchange Listed Company Manual, because more than 50% of the voting power of the Company is controlled by one individual, Howard S. Jonas, who serves as Chairman of the Board of Directors. Notwithstanding that being a “controlled company” entitles the Company to exempt itself from the requirement that a majority of its directors be independent directors and that the Compensation Committee and Corporate Governance Committee be comprised entirely of independent directors, the Board of Directors has determined affirmatively that a majority of the members of the Board of Directors and the director nominees are independent in accordance with Section 303A.02 of the New York Stock Exchange Listed Company Manual and that the Compensation Committee and the Corporate Governance Committee are in fact comprised entirely of independent directors. As a “controlled company,” the

Company may, and has chosen to, exempt itself from the New York Stock Exchange requirement that it have a single Nominating/Corporate Governance Committee composed entirely of independent directors. As noted above, and discussed in greater detail below, the Board of Directors maintains a separate Corporate Governance Committee comprised entirely of independent directors, and a Nominating Committee comprised of the Chairman of the Board of Directors and one independent director.

Director Independence

The Corporate Governance Guidelines adopted by the Board of Directors provide that a majority of the members of the Board of Directors, and each member of the Audit, Compensation and Corporate Governance Committees, must meet the independence requirements set forth therein. The full text of the Corporate Governance Guidelines, including the independence requirements, is available for your review in the Governance section of our website at http://ir.idt.net/Governance. For a director to be considered independent, the Board of Directors must determine that a director meets the Independent Director Qualification Standards set forth in the Corporate Governance Guidelines, which comply with the New York Stock Exchange definitions of independent, and is free from any material relationship with the Company and its executive officers. The Board of Directors considers all relevant facts and circumstances known to it in making an independence determination, and not merely from the standpoint of the director, but also from that of persons or organizations with which the director has an affiliation or significant financial interest. In addition to considering all relevant information available to it, the Board of Directors uses the following categorical Independent Director Qualification Standards in determining the “independence” of its directors:

1. During the past three years, the Company shall not have employed the director, or, except in a non-officer capacity, any of the director’s immediate family members;

2. During the past three years, the director shall not have received, and shall not have an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

3. (a) The director shall not be a current partner or employee of a firm that is the Company’s internal or external auditor, (b) the director shall not have an immediate family member who is a current partner of such firm, (c) the director shall not have an immediate family member who is a current employee of such firm and personally works on the Company’s audit, and (d) neither the director nor any of his or her immediate family members shall have been, within the last three years, a partner or employee of such firm and personally worked on the Company’s audit within that time;

4. Neither the director, nor any of his or her immediate family members, shall be, or shall have been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation (or equivalent) committee; and

5. The director shall not be a current employee and shall not have an immediate family member who is a current executive officer of a company (excluding tax exempt organizations) that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three Fiscal Years, exceeds the greater of (a) $1 million or (b) two percent of the consolidated gross revenues of such other company. The Corporate Governance Committee will review the materiality of such relationship to tax exempt organizations to determine if such director qualifies as independent.

In addition, all members of the Company’s Audit Committee must meet the independence requirements of Section 2014.10A-3 of the Securities Exchange Act of 1934, which are set forth in the Audit Committee Charter.

Based on the review and recommendation of the Corporate Governance Committee, the Board of Directors has determined that each of Michael Chenkin, Eric Cosentino, and Judah Schorr is independent in accordance with the Corporate Governance Guidelines and the Audit Committee Charter and, thus, that a majority of the current Board of Directors, a majority of the director nominees, and each member or nominee intended to become a member of the Audit, Compensation and Corporate Governance Committees is independent. As used herein,

the term “non-employee director” shall mean any director who is not an employee or consultant of the Company, and who is deemed to be independent by the Board of Directors. Therefore, neither Howard Jonas nor Bill Pereira is a non-employee director. With the exception of Eric Cosentino, none of the non-employee directors had any relationships with the Company that the Corporate Governance Committee was required to consider when reviewing independence. Eric Cosentino received a grant of 1,217 shares of Class B Common Stock with a value on grant of $18,000 in connection with his service on the board of directors of the Company’s subsidiary, Zedge Holdings, Inc., in accordance with the Company’s policy on compensation for subsidiary board service. The Corporate Governance Committee determined, after considering Mr. Cosentino’s service on the Zedge board and with Mr. Cosentino abstaining, that this stock grant did not impact Mr. Cosentino’s independence. The Corporate Governance Committee (with Mr. Cosentino abstaining), therefore, recommended that the Board of Directors determine that Mr. Cosentino be deemed independent in accordance with the Corporate Governance Guidelines and the Audit Committee Charter. The Board of Directors (with Mr. Cosentino abstaining) accepted the Corporate Governance Committee’s recommendation.

Director Selection Process

The Nominating Committee will consider director candidates recommended by the Company’s stockholders. Stockholders may recommend director candidates by contacting the Chairman of the Board as provided under the heading “Director Communications.” The Nominating Committee considers candidates suggested by its members, other directors, senior management and stockholders in anticipation of upcoming elections and actual or expected board vacancies. All candidates, including those recommended by stockholders, are evaluated on the same basis in light of the entirety of their credentials and the needs of the Board of Directors and the Company. Of particular importance is the candidate’s wisdom, integrity, ability to make independent analytical inquiries, understanding of the business environment in which the Company operates, as well as his or her potential contribution to the diversity of the Board of Directors and his or her willingness to devote adequate time to fulfill duties as a director. Under “Proposal No. 1 — Election of Directors” below, we provide an overview of each nominee’s experience, qualifications, attributes and skills that led the Nominating Committee and the Board of Directors to determine that each nominee should serve as a Director.

Director Communications

Stockholders and other interested parties may communicate with: (i) the Board of Directors, by contacting the Chairman of the Board; (ii) the non-employee directors, by contacting the Lead Independent Director (currently Eric Cosentino); and (iii) the Audit, Compensation, Corporate Governance or Nominating Committees of the Board of Directors, by contacting the respective chairmen of such committees. All communications should be in writing, should indicate in the address whether the communication is intended for the Lead Independent Director, the Chairman of the Board, or a Committee Chairman, and should be directed care of IDT Corporation’s Corporate Secretary, Joyce J. Mason, Esq., Stockholder Communications, IDT Corporation, 520 Broad Street, Newark, New Jersey 07102.

The Corporate Secretary will relay correspondence (i) intended for the Board of Directors, to the Chairman of the Board, who will, in turn, relay such correspondence to the entire Board of Directors, (ii) intended for the non-employee directors, to the Lead Independent Director, and (iii) intended for the Audit, Compensation, and Corporate Governance Committees, to the Chairmen of such committees.

The Corporate Secretary may filter out and disregard or re-direct (without providing a copy to the directors or advising them of the communication), or may otherwise handle at his or her discretion, any director communication that falls into any of the following categories:

• Obscene materials;

• Unsolicited marketing or advertising material or mass mailings;

• Unsolicited newsletters, newspapers, magazines, books and publications;

• Surveys and questionnaires;

• Resumes and other forms of job inquiries;

• Requests for business contacts or referrals;

• Material that is threatening or illegal; or

• Any communications or materials that are not in writing.

In addition, the Corporate Secretary may handle in her discretion any director communication that can be described as an “ordinary business matter.” Such matters include the following:

• Routine questions, service and product complaints and comments that can be appropriately addressed by management; and

• Routine invoices, bills, account statements and related communications that can be appropriately addressed by management.

BOARD OF DIRECTORS AND COMMITTEES

Board of Directors

The Board of Directors held nine meetings in Fiscal 2015. In Fiscal 2015, each of the Company’s directors attended or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board of Directors held during the period in which each such director served as a director and (ii) the total number of meetings held by all committees of the Board of Directors during the period in which each such director served on such committees.

Directors are encouraged to attend the Company’s annual meeting of stockholders, and the Company generally schedules a meeting of the Board of Directors on the same date and at the same place as the annual meeting of stockholders to encourage director attendance. All of the members constituting the current Board of Directors attended the 2014 annual meeting of stockholders.

Board of Directors Leadership Structure and Risk Oversight Role

Howard Jonas has served as Chairman of the Board since the Company’s inception. From October 2009 through December 2013, he also served as Chief Executive Officer. The Board of Directors’ decision to retain Howard Jonas as Chief Executive Officer was based on Howard Jonas’ leadership skills and his knowledge of the Company’s businesses since its inception and the value he brought to the Company in serving in both capacities. As Chairman of the Board, Howard Jonas provides overall leadership to the Board of Directors in its oversight function while, as Chief Executive Officer, he provided leadership in respect to the day-to-day management and operation of the Company’s businesses. On January 1, 2014, Shmuel Jonas, who was the Company’s Chief Operating Officer from June 2010 through December 2013, was elected as Chief Executive Officer of the Company. Howard Jonas remains Chairman of the Board and continues to provide overall leadership to the Board of Directors in its oversight function. The risk management oversight roles of the Audit, Compensation and Corporate Governance Committees discussed below, which are comprised solely of independent directors, provide an appropriate and effective balance to the Chairman of the Board role.

Section 303A.03 of the New York Stock Exchange Listed Company Manual and the Company’s Corporate Governance Guidelines require that the non-employee directors of the Company meet without management at regularly scheduled executive sessions. These executive sessions are held at every regularly scheduled meeting of the Board of Directors. Eric F. Cosentino, an independent director and the “Lead Independent Director,” serves as the presiding director of these executive sessions and has served in that capacity since December 17, 2009. The Board of Directors determined that the role of Lead Independent Director was important to maintain a well-functioning Board of Directors that objectively assesses management’s proposals.

The Board of Directors and each of its committees conduct annual self-assessments in executive sessions to review and monitor their respective continued effectiveness.

The Board of Directors as a whole, and through its committees, has responsibility for the oversight of risk management, including the review of the policies with respect to risk management and risk assessment. With the oversight of the full Board of Directors, the Company’s senior management is responsible for the day-to-day

management of the material risks the Company faces. The Board of Directors is required to satisfy itself that the risk management process implemented by management is adequate and functioning as designed.

Each of the Audit, Compensation and Corporate Governance Committees oversees certain aspects of risk management and reports its respective findings to the full Board of Directors on a quarterly basis, and as is otherwise needed. The Audit Committee is responsible for overseeing risk management of financial matters, financial reporting, the adequacy of the risk-related internal controls, internal investigations, and security risks, generally. The Compensation Committee oversees risks related to compensation policies and practices. The Corporate Governance Committee oversees our Corporate Governance Guidelines and governance-related risks, such as board independence, as well as senior management succession planning.

Board Committees

The Board of Directors has established an Audit Committee, a Compensation Committee, a Corporate Governance Committee and a Nominating Committee.

The Audit Committee

The Audit Committee is responsible for, among other things, the appointment, compensation, removal and oversight of the work 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, http://ir.idt.net/Governance, and is also available in print to any stockholder upon request to the Corporate Secretary. The Audit Committee consists of Messrs. Chenkin (Chairman), Cosentino and Schorr. The Audit Committee held nine meetings during Fiscal 2015. 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. Chenkin qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

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 Company’s 2015 Stock Option and Incentive Plan (the “2015 Plan”) and, its predecessor, the 2005 Stock Option and Incentive Plan, as amended and restated (the “2005 Plan”), and recommending to the Board of Directors the compensation for Board members, such as retainers, committee and other fees, stock option, restricted stock 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 Messrs. Cosentino (Chairman), Chenkin and Schorr. The Compensation Committee held seven meetings during Fiscal 2015. 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, http://ir.idt.net/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 Company-wide 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. 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.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee have served as an officer or employee of the Company or have any relationship with the Company that is required to be disclosed under the heading “Related Person Transactions.” No executive officer of the Company served or serves on the compensation committee or board of any company that employed or employs any member of the Company’s Compensation Committee or Board of Directors.

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 self-evaluations of the Board of Directors, the Audit 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 Messrs. Cosentino (Chairman), Chenkin and Schorr. The Corporate Governance Committee held six meetings in Fiscal 2015. 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, http://ir.idt.net/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.

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 Howard S. Jonas (Chairman) and Eric Cosentino. The Board of Directors has determined that Eric Cosentino is independent in accordance with Section 303A.04 of the New York Stock Exchange Listed Company Manual. Howard Jonas is not independent. The Company, as a “controlled company,” is exempt from the requirement to maintain an independent nominating committee pursuant to Section 303A.00 of the New York Stock Exchange Listed Company Manual. 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, http://ir.idt.net/Governance, and which is also available in print to any stockholder upon request to the Corporate Secretary. The Nominating Committee held one meeting in Fiscal 2015.

2015 COMPENSATION FOR NON-EMPLOYEE DIRECTORS

Annual compensation for non-employee directors for Fiscal 2015 was comprised of equity compensation, consisting of awards of restricted Class B Common Stock, and cash compensation.

Director Equity Grants

During Fiscal 2015, pursuant to the Company’s 2015 Plan, each non-employee director of the Company who was determined to be independent received, on January 5, 2015, an automatic grant of 4,000 shares of the Company’s restricted Class B Common Stock, which vested immediately upon grant. A new director who becomes a member of the Board of Directors during the course of the calendar year receives an automatic grant on the date that he or she becomes a director in the amounts specified above, pro rated based on the calendar quarter of the year in which such person became a director. The stock is granted on a going forward basis, before the director completes his or her service for the calendar year. All such grants of stock to non-employee directors are subject to certain terms and conditions described in the Company’s 2015 Plan. On September 24, 2015, the Compensation Committee

adopted a change to the Non-Employee Director Compensation Policy so that each non-employee director who serves simultaneously on the board of one of the Company’s subsidiaries shall receive a biennial grant of $18,000 worth of restricted shares of the Company’s Class B Common Stock on September 28th, or the first business day thereafter, as compensation for his or her subsidiary board service, commencing on September 28, 2015.

Director Board Retainers

Each non-employee director of the Company receives an annual cash retainer of $50,000. Such payment is made quarterly provided the non-employee director attended at least 75% of the regularly-scheduled meetings of the Board of Directors that quarter. The annual cash retainer is pro-rated (by calendar quarter based on the calendar quarter when service on the Board of Directors began or ended) for non-employee directors who join the Board of Directors or depart from the Board of Directors during the calendar year, if such director attended 75% of the applicable board meetings for such quarter. The Company’s Chief Executive Officer may, in his discretion, waive the requirement of 75% attendance by a director to receive the retainer in the case of mitigating circumstances.

Committee Fees

Non-employee directors do not receive fees for committee service.

Lead Independent Director

The Lead Independent Director receives an annual cash retainer of $50,000, paid quarterly upon the completion of each quarter of service. Eric Cosentino has served as the Lead Independent Director since December 17, 2009.

2015 Director Compensation Table

The following table lists Fiscal 2015 compensation for any person who served as a non-employee director during Fiscal 2015. This table does not include compensation to Howard S. Jonas or Bill Pereira as they are not non-employee directors and do not receive any compensation for their service as directors.

Name	Dates of Board Service During Fiscal 2015	Fees Earned or Paid in Cash ($)			Stock Awards ($)			All Other Compensation ($)(5)		Total ($)
Michael Chenkin	08/01/2014–07/31/2015	$	50,000	(1)	$	76,640	(4)	$	4,000	$	130,640
Eric F. Cosentino	08/01/2014–07/31/2015	$	100,000	(2)	$	76,640	(4)	$	2,968	$	179,608
Judah Schorr	08/01/2014–07/31/2015	$	50,000	(3)	$	76,640	(4)	$	4,000	$	130,640

____________

(1) Represents the annual Board of Directors retainer earned in Fiscal 2015.

(2) Consists of (a) $50,000, which represents the annual Board of Directors retainer earned in Fiscal 2015 and (b) $50,000, which represents the Lead Independent Director Fee earned in Fiscal 2015.

(3) Represents the annual Board of Directors retainer earned in Fiscal 2015.

(4) Represents the grant date fair value of an award of 4,000 shares of the Company’s Class B Common stock on January 5, 2015 computed in accordance with FASB ACS Topic 718R.

(5) Represents dividends paid during Fiscal 2015 on shares of Class B Common Stock that were granted to the non-employee directors during Fiscal 2015 and still held by the non-employee directors on the applicable dividend record date.

As of July 31, 2015, non-employee directors held the following shares of the Company’s 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, 2015.

Name		Class B Common Stock
Michael Chenkin		10,083
Eric F. Cosentino		32
Judah Schorr		55,287

RELATED PERSON TRANSACTIONS

Review of Related Person Transactions

The Board of Directors has adopted a Statement of Policy with respect to Related Person Transactions, which is administered by the Corporate Governance Committee. This policy covers any transaction or series of transactions in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000 and a Related Person has a direct or indirect material interest. Related Persons include directors, director nominees, executive officers, any beneficial holder of more than 5% of any class of the Company’s voting securities, and any immediate family member of any of the foregoing persons. The policy also covers transactions which, despite not meeting all of the criteria set forth above, would otherwise be considered material to investors based on qualitative factors, as determined by the Corporate Governance Committee with input from the Company’s management and advisors. Transactions that fall within the definition are considered by the Corporate Governance Committee for approval, ratification or other action. Based on its consideration of all of the relevant facts and circumstances, the Corporate Governance Committee will decide whether or not to approve such transactions and will approve only those transactions that are in the best interests of the Company and its stockholders. If the Company becomes aware of an existing Related Person Transaction that has not been approved under this Policy, the matter will be referred to the Corporate Governance Committee. The Corporate Governance Committee will evaluate all options available, including ratification, revision or termination of such transaction.

Transactions with Related Persons, Promoters and Certain Control Persons

All of the following ongoing Related Person Transactions were approved in accordance with the policy described above:

There is a father/son relationship between Howard S. Jonas, Chairman of the Board and controlling stockholder, and Shmuel Jonas, Chief Executive Officer. Howard Jonas’ and Shmuel Jonas’ total compensation during Fiscal 2015 are set forth in the Summary Compensation Table.

There is a brother/sister relationship between Howard S. Jonas, Chairman of the Board and controlling stockholder, and Joyce J. Mason, General Counsel, Corporate Secretary and Executive Vice President. Howard Jonas’ total compensation during Fiscal 2015 is set forth in the Summary Compensation Table. Joyce Mason’s total compensation during Fiscal 2015 is set forth in the Summary Compensation Table.

On October 28, 2011, the Company spun off its subsidiary, Genie Energy Ltd. (“Genie”). In connection with the spin-off, the Company and Genie entered into a Transition Services Agreement, dated October 28, 2011 (the “TSA”), pursuant to which the Company provides certain services to Genie, which is controlled by Howard S. Jonas. Howard Jonas is also the Chief Executive Officer of Genie. The services include, but are not limited to, services relating to human resources, employee benefits administration, finance, accounting, tax, internal audit, facilities, investor relations and legal. Furthermore, the Company granted Genie a license to use the IDT name for its REP business. Genie paid IDT a total of $4,134,021 for services provided by IDT pursuant to the TSA during Fiscal 2015. As of July 31, 2015, Genie owed the Company $526,511. Additionally, Genie provided human resource services to IDT pursuant to the TSA. IDT paid Genie a total of $604,985 for services provided by Genie pursuant to the TSA during Fiscal 2015. As of July 31, 2015, IDT owed Genie $71,564.

On July 31, 2013, the Company spun off its subsidiary, Straight Path Communications Inc. (“SPCI”). In connection with the spin-off, the Company and SPCI entered into a Transition Services Agreement, dated July 31, 2013 (the “TSA”), pursuant to which the Company provides certain services to SPCI, the Chief Executive Officer of which is Davidi Jonas, son of Howard S. Jonas. The services include, but are not limited to, services relating to human resources, finance, accounting, tax, connectivity and legal. SPCI paid IDT a total of $211,559 for services provided by IDT pursuant to the TSA during Fiscal 2015.

IDT Domestic Telecom, Inc., a subsidiary of the Company, leases space at 3220 Arlington Avenue, Bronx NY. The property is owned by Arlington Suites, LLC, a company jointly owned by Shmuel Jonas and Howard Jonas. The initial lease expired at the end of April 2012, but IDT Domestic Telecom continued to occupy the space. For the six month period from May 1, 2012 until October 31, 2012, IDT Domestic Telecom was charged a total of $34,513.

The parties entered into a new lease, which became effective November 1, 2012 and had a one-year term, with a one-year renewal option for IDT Domestic Telecom upon the same terms. Since expiration of the new lease, the parties have continued IDT Domestic Telecom’s occupancy of the space on the same terms. The new lease covers 1,465 square feet of office space, at an annual rental rate of $25 per square foot, 1,240 square feet of storage space, at an annual rental rate of $15 per square foot, and five parking spaces, at a monthly rental rate of $230 per space, for a total annual rent of $69,025. The Company has determined that the space is well suited and located to meet the needs of IDT Domestic Telecom, and that the terms of the lease, including the rental price, are in accord with the terms for comparable commercial space in the area.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Company’s Class A Common Stock and Class B Common Stock by (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of the Class A Common Stock or the Class B Common Stock of the Company, (ii) each of the Company’s directors, director nominees, and the Named Executive Officers (who are listed under Executive Compensation below), and (iii) all directors, Named Executive Officers and executive officers of the Company as a group. Unless otherwise noted in the footnotes to the table, to the best of the Company’s knowledge, the persons named in the table have sole voting and investing power with respect to all shares indicated as being beneficially owned by them.

Unless otherwise noted, the security ownership information provided below is given as of the close of business on October 21, 2015 and all shares are owned directly. Percentage ownership information is based on the following amount of outstanding shares: 1,574,326 shares of Class A Common Stock and 21,752,240 shares of Class B Common Stock. The ownership numbers reported for Howard Jonas assume the conversion of all 1,574,326 currently outstanding shares of Class A Common Stock into Class B Common Stock.

Name	Number of Shares of Class B Common Stock		Percentage of Ownership of Class B Common Stock		Percentage of Aggregate Voting Power^d
Howard S. Jonas	2,509,603	(1)	10.8	%	69.8	%(2)
520 Broad Street Newark, NJ 07102
The Vanguard Group Inc. 100 Vanguard Blvd. Malvern, PA 19355	1,337,907	(3)	6.2	%	1.9	%
Blackrock, Inc. 55 East 52nd Street New York, NY 10055	1,130,964	(3)	5.2	%	1.6	%
Renaissance Technologies, LLC 800 Third Avenue New York, NY 10022	1,108,597	(3)	5.1	%	1.6	%
Shmuel Jonas	110,982	(4)		*		*
Marcelo Fischer	26,144	(5)		*		*
Bill Pereira	73,959	(6)		*		*
Menachem Ash	21,103	(7)		*		*
Joyce J. Mason	57,453	(8)		*		*
Michael Chenkin	10,083			*		*
Eric F. Cosentino	49			*		*
Judah Schorr	55,287			*		*
All directors, Named Executive Officers and other executive officers as a group (10) persons)	2,893,580	(9)	12.4	%(10)	70.3	%

____________

* Less than 1%.

d Voting power represents combined voting power of Class A Common Stock (three votes per share) and Class B Common Stock (one-tenth of one vote per share). Excludes stock options.

(1) Consists of an aggregate of: (a) 1,574,326 shares of Class A Common Stock held by Howard Jonas directly; and (b) 935,277 shares of Class B Common Stock, consisting of: (i) 273,665 shares held by Howard Jonas directly; (ii) an aggregate of 7,780 shares held in custodial accounts for the benefit of certain children of Howard Jonas (of which Howard Jonas is the custodian); (iii) 629,808 shares owned by the Howard S. Jonas 2014 Annuity Trust; (iv) 21,107 unvested restricted shares held by Howard Jonas directly; and (v) 2,917 shares held by Howard Jonas in his 401(k) plan account as of September 30, 2015. Howard Jonas is the trustee of the Howard S. Jonas 2014 Annuity Trust. The foregoing does not include 197,641 shares of Class B Common Stock owned by the Jonas Foundation and 248,433 shares of Class B Common Stock owned by the Howard S. and Deborah Jonas Foundation, Inc., as Howard Jonas does not beneficially own these shares. The foregoing also does not include an aggregate of 2,964,787 shares of Class B Common Stock beneficially owned by trusts for the benefit of the children of Howard Jonas, as Howard Jonas does not exercise or share voting or investment control over these shares.

(2) Howard Jonas entered into a voting agreement with the Company, dated December 2, 2010, pursuant to which Howard Jonas agreed to refrain from voting any shares that he controls that represent more than 76.1% of the combined voting power of the Company’s outstanding capital stock.

(3) According to a Schedule 13f calculating the number of shares held as of June 30, 2015.

(4) Consists of (a) 56,764 restricted shares of Class B Common Stock, (b) 52,662 shares of Class B Common Stock owned directly, and (c) 1,556 shares of Class B Common Stock owned by Shmuel Jonas’ wife.

(5) Consists of (a) 15,000 restricted shares Class B Common Stock, (b) 8,774 shares of Class B Common Stock owned directly, and (c) 2,370 shares of Class B Common Stock held by Mr. Fischer in his 401(k) plan account as of September 30, 2015.

(6) Consists of (a) 43,000 restricted shares Class B Common Stock, (b) 18,367 shares of Class B Common Stock held directly, (c) 2,370 shares of Class B Common Stock held by Mr. Pereira in his 401(k) plan account as of September 30, 2015, and (d) 10,222 shares of Class B Common Stock of the Company issuable upon the exercise of stock options exercisable within 60 days.

(7) Consists of (a) 7,500 restricted shares of Class B Common Stock, (b) 11,707 shares of Class B Common Stock owned directly, and (c) 1,896 shares of Class B Common Stock held by Mr. Ash in his 401(k) plan account as of September 30, 2015.

(8) Consists of (a) 7,500 restricted shares Class B Common Stock, (b) 21,243 shares of Class B Common Stock held directly, (c) 3,202 shares of Class B Common Stock held by Ms. Mason in her 401(k) plan account as of September 30, 2015, (d) 15,555 shares of Class B Common Stock of the Company issuable upon the exercise of stock options exercisable within 60 days, (e) 1,396 shares of Class B Common Stock purchased through the Company’s Employee Stock Purchase Program, (f) 2,182 shares of Class B Common Stock owned by Ms. Mason’s husband, and (g) 6,375 shares of Class B Common Stock owned by Ms. Mason’ daughter.

(9) Consists of the shares and options set forth above with respect to the Named Executive Officers and directors (including Howard Jonas’ shares of Class A Common, which are convertible into Class B Common Stock), and the following shares of Class B Common Stock held by other executive officers: (a) 4,802 shares of Class B Common Stock, (b) 11,000 restricted shares Class B Common Stock, (b) 4,743 shares of Class B Common Stock held in the listed individual’s 401(k) plan accounts as of September 30, 2015, and (c) 8,372 shares of Class B Common Stock of the Company issuable upon the exercise of stock options exercisable within 60 days.

(10) Assumes conversion of all of the shares of Class A Common Stock into shares of Class B Common Stock.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under the securities laws of the United States, the Company’s directors, executive officers, and any persons holding more than ten percent or more of a registered class of the Company’s equity securities are required to file reports of ownership and changes in ownership, on a timely basis, with the SEC and the New York Stock Exchange. Based on material provided to the Company, the Company believes that all such required reports were filed on a timely basis in Fiscal 2015, except for: (a) a Form 4 was not filed on a timely basis on behalf of Eric F. Cosentino, Michael Chenkin and Judah Schorr, the independent Directors of the Company (with respect to an award of 4,000 shares each of the Company’s Class B Common stock on January 5, 2015);(b) a Form 4 was not filed on a timely basis on behalf of Shmuel Jonas, the CEO of the Company (with respect to the withholding of shares upon the vesting of restricted shares of Class B Common Stock on January 8, 2015); and (c) a Form 4 was not filed on a timely basis on behalf of Anthony S. Davidson, the Senior Vice President–Technology of the Company (with respect to the withholding of shares upon the vesting of restricted shares of Class B Common Stock on July 6, 2015).

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis section of the Company’s 2015 Proxy Statement. Based on our review and discussions, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in IDT’s 2015 Proxy Statement.

Eric Cosentino, Chairman
Michael Chenkin
Judah Schorr

Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended (the “Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that might incorporate future filings, including this Proxy Statement, in whole or in part, the foregoing report shall not be incorporated by reference into any such filings, nor shall it be deemed to be soliciting material or deemed filed with the Securities and Exchange Commission (the “SEC”) under the Act or under the Exchange Act.

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, 2015, 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 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 and stock option grants or other equity-based awards made to our executive officers. Further, certain individuals have received grants of equity in certain of our subsidiaries. Shares of restricted stock are granted to our non-employee directors automatically on an annual or bi-annual basis under our 2015 Stock Option and Incentive 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 base salary, annual cash incentive bonus awards, and long term equity-based incentive awards. 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 as a whole, in the context of our overall compensation policy. Additionally, the Compensation Committee, in conjunction with our board, 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. The Compensation Committee believes that our current compensation plans are serving their intended purposes and are functioning reasonably. Below is a description of the general policies and processes that govern the compensation paid to our executive officers, as reflected in the accompanying compensation tables.

Company Performance

During Fiscal 2015, the Company continued to perform well in a challenging environment. At IDT Telecom, Boss Revolution continued to grow, despite significant pricing pressure on routes to Mexico, one of our key destinations. The growth at Boss Revolution partially offset revenue declines in the Wholesale and Hosted Platform business units as well as at Consumer Phone Services. IDT Telecom continued to invest in new product offerings, as well as in infrastructure and in streamlining its operations. The Company overall successfully cut its SG&A spending, resulting in a positive impact on the consolidated bottom line. The sale of Fabrix in the first quarter of Fiscal 2015 had a significant positive impact on the Company’s Income from Operations, Net Profit and EPS. The Company generated positive Cash Flow from Operations, and paid regular quarterly dividends as well as two special dividends returning a portion of the proceeds from the sale of Fabrix to its stockholders. Zedge continued to grow its user base significantly, while growing its revenue and remaining cash flow positive and contributing to the Company’s performance.

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 for 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 achieve our long-term plans.

The base salary levels we pay to each of our Named Executive Officers are 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 market place 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 certain other key, highly compensated individuals, our Compensation Committee.

Incentive compensation is designed to reward contributions to achieving the Company’s goals for the current period, as well as for the longer term. The Compensation Committee, with recommendations from the Company’s management, sets goals for executive compensation purposes 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 Compensation Committee’s decision regarding bonuses is primarily subjective and specific to each Named Executive Officer and is 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 over which the individual exercised management, and other accomplishments during the fiscal year that were deemed relevant in specific instances. Following the end of a fiscal year, our management sets Company-wide bonus amounts for the fiscal year then-ended, based on Company performance and available resources. The proposed bonuses are then presented to the Compensation Committee. The bonus amounts awarded to executive officers are the result of subjective determinations made by the relevant members of management and 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. Individual bonus amounts are not determined based on previously established formulae, targets or ranges, though prior year amounts, performance versus budgets and similar figures may serve as guidelines for bonuses for certain executives, and individuals and their direct supervisors may use target figures in initiating discussions of bonus levels.

Executive officers are eligible to receive cash bonuses of up to 100% of base salary (or up to 120% or higher upon extraordinary performance) based upon performance, including the specific financial and other goals set by the Compensation Committee, which goals are Company-wide, specific to a business unit or specific to an executive and his or her area of responsibility, as well as specific extraordinary accomplishments by such officers during the relevant period. Specific bonuses will depend on the individual achievements of executives and their contribution to achievement of the enumerated goals. These goals are approved by the Compensation Committee.

Equity grants are made in order 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, in limited circumstances, with regard to individuals whose areas of responsibility focus on specific operations or who have contributed in significant ways to specific subsidiaries, in those subsidiaries, so as to better incentivize and reward the executives for the results of their efforts.

Compensation Decisions Made in Fiscal 2015

Bonuses Paid for Fiscal 2014 Performance

In Fiscal 2015, the Company paid bonuses to its named executive officers based on performance in Fiscal 2014 and the goals for that fiscal year that were set out by the Compensation Committee.

Shmuel Jonas was paid a cash bonus of $155,000, and was granted restricted shares of Class B Common Stock with a value of $200,000 that are to vest in equal amounts over three years from grant. Marcelo Fischer was paid a cash bonus of $143,000. Bill Pereira was paid a cash bonus of $600,000. Menachem Ash was paid a cash bonus of $85,000. Joyce Mason was paid a cash bonus of $75,000.

Employment Agreement

Bill Pereira was party to an employment agreement with IDT Telecom that expired on December 31, 2014. IDT Telecom and Mr. Pereira entered into an Amended and Restated Employment Agreement on January 12, 2015. The amended agreement, which is described in more detail below, has a three year term, began on the scheduled expiration of the then existing Employment Agreement with Mr. Pereira, and provides for annual compensation and the one-time grant of 25,000 shares of Class B Common Stock which vests over three years from grant. Such grant was made on January 12, 2015. In light of Mr. Pereira’s performance as CEO of IDT Telecom, the Company and IDT Telecom determined that it was in their best interests to retain Mr. Pereira’s services for an additional three-year period.

Goals and Performance

At a meeting held on October 28, 2014, our Compensation Committee approved the following goals for Fiscal 2015: (i) meet or exceed (A) budgeted Revenue and/or (B) budgeted Gross Profit; (ii) meet or exceed budgeted EBITDA less Capital Expenditures; (iii) achieve positive cash flow; (iv) continue to improve IDT Telecom’s technology infrastructure by merging duplicate platforms when possible, improving back-end support systems for Boss Revolution including Retailer Settlement, and begin the process of moving viable parts of the network to the Cloud; (v) continue to enhance the Boss Revolution product suite including the launch of Unlimited Plans and the re-launch of Call Me and domestic closed loop cards and nationwide GPR cards; (vi) get closer to consumers by updating the Calling App, launching Web/Mobile site (including remittance), expanding distribution through e-kiosks and kicking-off a payments app and a CRM initiative; (vii) grow Money Remittance active retail agent base to over 1,000 agents and or 400,000 transactions; (viii) restructure IDT Retail Europe business to be break-even; (ix) maintain PCI Level 1 compliance; (x) fully execute the move of all IDT Newark employees to 520 Broad Street; and (xi) effectuate the sale of Fabrix, in a tax efficient form.

On September 24, 2015, management reported to the Compensation Committee on the Company’s performance relative to the above goals as follows:

Fiscal 2014 revenue missed the Company’s internal budget by 3% and Fiscal 2014 gross profit missed the Company’s internal budget by 1%.

Fiscal 2014 EBITDA less Capital Expenditures exceeded the Company’s internal budget by 39%.

The Company generated positive cash flow from operations.

IDT Telecom improved its technology infrastructure, including moving several on-line and mobile portals and functions to unified platforms, consolidation of back-end functions, and transitioning to proprietary switched from third party suppliers, while lagging behind target for migrating functions to the Cloud.

The Company significantly enhanced the Boss Revolution suite of products, including introducing Boss Revolution Unlimited (unlimited calling for a flat monthly fee) to dozens of countries, re-launching Call-Me, and introducing domestic and international closed loop cards, but failed to launch a GPR card.

The Company launched a web/mobile site with extensive functionality, but did not release an update of the Boss Revolution calling app or a payments app.

The Company did not grow its money remittance agent base to 1,000 agents, but processed in excess of 400,000 transactions during Fiscal 2015.

The Company completed the restructuring of IDT Europe Retail and, other than a one-time write-off related to a specific product, the business unit operated at break-even.

The Company maintained PCI Level 1 compliance. All Newark, NJ employees were relocated back to the Company’s owned 520 Broad Street headquarters, and the Company completed its sale of Fabrix, and all proceeds received in a tax efficient manner.

Bonus Awards for Fiscal 2015 Performance

In connection with such performance and accomplishments, management determined, in general, to modestly reduce the bonuses paid to some executive officers and other key employees from the levels paid in respect of Fiscal 2014. The following individual bonus levels were determined and paid in Fiscal 2016 in respect of Fiscal 2015:

Shmuel Jonas was paid a cash bonus of $330,000 in cash, a reduction from the $155,000 of cash plus $200,000 in Class B Common Stock paid in respect of Fiscal 2014. Mr. Jonas served as Chief Executive Officer of the Company for the entire Fiscal 2015 and was integrally involved in all strategic decisions and initiatives undertaken by the Company. He spearheaded the cost-cutting measures instituted during the fiscal year quarters that were instrumental in the bottom line performance of the Company. Mr. Jonas was an active participant in the sale process for Fabrix, from initiation to completion.

Marcelo Fischer was paid a cash bonus of $120,000, a reduction of $23,000 from the prior fiscal year’s bonus. As the principal financial officer of the Company, Mr. Fischer was involved in all decisions on budgeting, new initiatives, spending and otherwise related to IDT Telecom operations and execution of the initiatives that produced the Company’s operating and bottom line results. Mr. Fischer was a lead participant in implementing changes to the internal systems and in maintaining the financial discipline and implementing cost cutting that generated the Company’s cash flows and bottom line results. Mr. Fischer was a driver of the IDT Retail Europe restructuring, provided the financial analysis necessary for all such enterprises and played a significant role in the internal controls and other matters necessary to achieve and maintain PCI compliance.

Bill Pereira was paid a cash bonus of $600,000, unchanged from the prior year. As Chief Executive Officer of IDT Telecom, Mr. Pereira was the principal executive responsible for IDT Telecom’s performance and for implementing all initiatives related to new products and growth of sales of existing products. He oversaw the launch of new products and customer relationship initiatives, as well as changes to IDT Telecom infrastructure and internal compliance efforts. Mr. Pereira provided the strategic guidance in balancing current performance and investment in future growth and ensuring that the Company will have the offerings to drive performance in future periods.

Menachem Ash was paid a cash bonus of $85,000, the same bonus as he received for Fiscal 2014 performance. He also received a mid-year bonus of $25,000 upon completion of the Fabrix sale. Mr. Ash served as Executive Vice President of Strategy and Legal Affairs, and was actively involved in the legal aspects of many matters and

dealing with third parties, including commercial relationships, strategic partnerships and disputes. In that capacity, he participated in implementing many of the initiatives that produced the Company’s results and growth potential. Mr. Ash was one of the principal individuals tasked with implementing the sale of Fabrix that was completed during Fiscal 2015.

Joyce Mason received a bonus of $65,000, a $10,000 reduction from the level of the prior fiscal year. As General Counsel, Ms. Mason guides corporate legal, disclosure and compliance policy, and plays an active role in major transactions and all aspects of corporate governance. She serves as Corporate Secretary for the Company and its subsidiaries and ensures ongoing compliance with corporate and regulatory requirements.

Howard Jonas did not receive a bonus for Fiscal 2015 performance.

Base Salaries

The Company pays 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, which agreements are described below. 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 executive officers for Fiscal 2016, and all such salaries remain at the Fiscal 2015 level.

Howard Jonas receives a cash base salary of $250,000 per annum, pursuant to the Third Amended and Restated Employment Agreement discussed below, that was entered into during Fiscal 2014. Pursuant to the Third Amended Agreement, on January 6, 2014, the Company granted Mr. Jonas 63,320 shares of Class B Common Stock, with a grant date value of $1,349,982, that vested and vest in January 2014, 2015 and 2016 as a portion of his base salary for the three-year term of that agreement, which expires on December 31, 2016.

Shmuel Jonas receives a base salary of $495,000 per annum. Marcelo Fischer receives a base salary of $395,000 per annum. Bill Pereira receives a base salary of $500,000 per annum, in accordance with his employment agreement with IDT Telecom. Mr. Ash receives a base salary of $370,000 per annum. Ms. Mason receives a base salary of $315,000 per annum.

Equity Grants during Fiscal 2015

On March 11, 2015, the Compensation Committee approved the following grants of restricted shares of Class B Common Stock, with a vesting of one-half on each of January 16, 2017 and July 16, 2018: Shmuel Jonas — 18,000 shares, Marcelo Fischer — 15,000 shares, Bill Pereira — 18,000 shares, Menachem Ash — 7,500 shares and Joyce Mason — 7,500 shares. The above grants are in addition to the grant to Shmuel Jonas on September 17, 2014 in connection with his bonus and the grant to Bill Pereira on January 12, 2015 in connection with his entry into the Amended and Restated Employment Agreement. The March 11, 2015 grants of restricted shares of Class B Common Stock to Named Executive Officers were part of a broader company-wide grant of 316,500 shares of restricted Class B Common Stock to incentivize certain employees over a three year period.

Goals for Fiscal Year 2016

At a meeting held on September 24, 2015, our Compensation Committee approved the following goals for Fiscal 2016:

• Meet or exceed (i) budgeted Revenue and/or (ii) budgeted Gross Profit.

• Meet or exceed budgeted EBITDA less Capital Expenditures.

• Achieve positive cash flow.

• Reorganize the Company into three separate entities, with goal to spin-off two business units to stockholders.

• Continue to enhance Boss Revolution product platform including the introduction of new functionality and products.

• Get closer to consumers by updating the Boss Revolution Calling App, providing for greater flexibility and expanding options for customers to access our systems and their accounts.

• Significantly grow the Money Remittance business unit’s number of transactions processed via the retailer portal and website and advance payment functionality.

• Grow the Company’s nascent IDT Retail offering.

• Grow Net2Phone Office seats and other Net2Phone initiatives.

• Have South American retail operations operate at break even or positive.

• Continue to improve IDT Telecom technology infrastructure by reducing duplicate platforms when possible, improving internal systems and platforms, and moving a significant number of applications to the Cloud.

• Maintain PCI Level 1 compliance.

• Grow Zedge revenues by 25% while having it remain cash flow positive.

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The table below summarizes the total compensation paid or awarded for performance during Fiscal 2015 and, where required, Fiscal 2014 and Fiscal 2013, to each of the Chief Executive Officer, the principal financial officer, the three other highest paid executive officers of the Company during Fiscal 2015, and Howard S. Jonas, the Chairman of the Board (the “Named Executive Officers”).

Name and Principal Position	Fiscal Year	Salary ($)(1)			Bonus ($)(1)		Stock Awards ($)(2)			Option Awards ($)(2)		All Other Compensation ($)			Total ($)

Shmuel Jonas	2015	$	497,288		$	330,000	$	293,400	(4)	$	—	$	141,175	(5)	$	1,261,863
Chief Executive Officer(3)	2014	$	395,000		$	155,000	$	1,099,145	(6)	$	—	$	29,178	(5)	$	1,678,323
	2013	$	395,000		$	155,000	$	—	(7)	$	—	$	40,125	(5)	$	590,125

Marcelo Fischer	2015	$	396,546		$	120,000	$	244,500	(9)	$	—	$	37,850	(10)	$	798,896
Senior Vice President – Finance (Principal Financial Officer)(8)	2014	$	388,000		$	143,000	$	—		$	—	$	10,850	(11)	$	541,850
	2013	$	388,000		$	127,000	$	—	(12)	$	—	$	13,250	(13)	$	528,250

Bill Pereira	2015	$	501,923		$	600,000	$	809,150	(15)	$	—	$	40,563	(16)	$	1,951,636
Chief Executive Officer and President of IDT Telecom, Current Board Member(14)	2014	$	500,000		$	600,000	$	—		$	—	$	12,083	(17)	$	1,112,083
	2013	$	500,000		$	600,000	$	—	(18)	$	—	$	47,750	(19)	$	1,147,750

Menachem Ash	2015	$	371,423		$	110,000	$	122,250	(21)	$	—	$	33,120	(22)	$	636,793
Executive Vice President of Strategy and Legal Affairs(20)	2014	$	370,000		$	85,000	$	—		$	—	$	10,677	(23)	$	465,677
	2013	$	368,654		$	85,000	$	—	(24)	$	—	$	15,000	(25)	$	468,454

Joyce J. Mason	2015	$	316,229		$	65,000	$	122,250	(27)	$	—	$	14,850	(28)	$	518,329
Executive Vice President, General Counsel and Corporate Secretary(26)

Howard S. Jonas	2015	$	250,961		$	—	$	—		$	—	$	64,587	(30)	$	315,549
Chairman of the Board(29)	2014	$	152,308		$	—	$	1,349,982	(31)	$	—	$	389,248	(32)	$	1,891,538
	2013	$	35,000	(33)	$	—	$	662,000	(34)	$	—	$	1,120,684	(35)	$	1,817,684

____________

(1) The Company’s executive compensation structure is designed to attract and retain qualified and motivated personnel and align their interests with that of the Company and its stockholders. The Named Executive Officers were awarded bonuses based on certain accomplishments in respect of the relevant fiscal year., as set forth in the Compensation Discussion and Analysis above. The Company does not target any specific proportion of total compensation in setting base salary and bonus compensation. The amounts shown in the bonus column for Fiscal 2013 have been restated from prior years’ proxy statements to include bonuses that were paid after the close of a fiscal year for services performed during the fiscal year, and exclude bonuses that were paid during the fiscal year for services performed during the prior fiscal year, pursuant to a comment letter that the Company received from the Securities and Exchange Commission on January 14, 2014.

(2) The amounts shown in these columns reflect the aggregate grant date fair value of restricted stock awards 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 17 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the Fiscal Year ended July 31, 2015. Restricted Class B Common stockholders are entitled to receive any dividends paid on Class B Common Stock of the Company. The amounts shown in this column for Fiscal 2013 do not include the aggregate grant date fair value of restricted stock awards or option awards that were granted to the Named Executive Officers by the Company’s former subsidiary, Straight Path Communications, Inc., which was spun off on July 31, 2013.

(3) Shmuel Jonas served as Chief Operating Officer from June 24, 2012 until December 31, 2013, and was elected Chief Executive Officer as of January 1, 2014.

(4) Consists of the value of 18,000 restricted shares Class B Common Stock granted on March 11, 2015 to vest as to 9,000 shares on each of January 16, 2017 and July 16, 2018. Does not include 12,414 restricted shares Class B Common Stock granted on September 17, 2014 to vest as to 4,138 shares on each of September 17, 2015, 2016 and 2017 because these shares were granted as a bonus to Shmuel Jonas in connection with his service to the Company during Fiscal 2014 and, therefore, these shares are included in Fiscal 2014 stock awards.

(5) Represents dividends paid on shares of unvested restricted Class B Common Stock.

(6) Consists of (i) the value of a grant of 42,215 restricted shares Class B Common Stock granted on January 6, 2014 to vest as to 11,727 shares on January 5, 2015, 14,071 shares on January 5, 2016 and 16,417 shares on January 5, 2017; and (ii) 12,414 restricted shares Class B Common Stock granted on September 17, 2014 to vest as to 4,138 shares on each of September 17, 2015, 2016 and 2017. The stock grant issued to Shmuel Jonas on January 6, 2014 was granted in connection with his election as Chief Executive Officer of the Company. The stock grant issued to Shmuel Jonas on September 17, 2014 (during Fiscal 2015) is included above because it was granted as a bonus to Shmuel Jonas in connection with his service to the Company during Fiscal 2014.

(7) In connection with the spin-off of Straight Path from IDT, Shmuel Jonas received 17,750 restricted shares of Straight Path Class B common stock in respect of restricted shares Class B common stock of IDT held on the date of the spin-off. Because such grants were made by an entity other than IDT, and shares were issued in securities of another entity, they are not reflected in the values set forth in the table.

(8) Mr. Fischer was appointed as Senior Vice President–Finance on October 31, 2011, and is the principal financial officer of the Company.

(9) Consists of the value of a grant of 15,000 restricted shares Class B Common Stock granted on March 11, 2015 to vest as to 7,500 shares on each of January 16, 2017 and July 16, 2018.

(10) Consists of (i) $35,850 in dividends paid on shares of unvested restricted Class B Common Stock that were held by Marcelo Fischer and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.

(11) Consists of (i) $8,850 in dividends paid on shares of unvested restricted Class B Common Stock that were held by Marcelo Fischer and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.

(12) In connection with the spin-off of Straight Path from IDT, Marcelo Fischer received 7,500 restricted shares of Straight Path Class B common stock in respect of restricted shares Class B common stock of IDT held on the date of the spin-off and 1,529 options to purchase Class B common stock of Straight Path in respect of options to purchase Class B common stock of IDT held on the date of the spin-off. Because such grants were made by an entity other than IDT, and shares and options were issued in securities of another entity, they are not reflected in the values set forth in the table.

(13) Consists of (i) $11,250 in dividends paid on shares of unvested restricted Class B Common Stock that were held by Marcelo Fischer and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.

(14) Mr. Pereira served as Chief Financial Officer of the Company until October 28, 2011, at which time he was appointed as Chief Executive Officer and President of IDT Telecom. Mr. Pereira does not receive compensation for his role as a director of the Company.

(15) Consists of (i) the value of a grant of 25,000 restricted shares Class B Common Stock granted on January 12, 2015 to vest as to 8,334 shares on January 5, 2016 and as to 8,333 shares on each of January 5, 2017 and 2018; and (ii) 18,000 restricted shares Class B Common Stock granted on March 11, 2015 to vest as to 9,000 shares on each of January 16, 2017 and July 16, 2018.

(16) Consists of (i) $38,563 in dividends paid on shares of unvested restricted Class B Common Stock that were granted to Mr. Pereira and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.

(17) Consists of (i) $10,083 in dividends paid on shares of unvested restricted Class B Common Stock that were granted to Mr. Pereira and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.

(18) In connection with the spin-off of Straight Path from IDT, Bill Pereira received 17,333 restricted shares of Class B common stock of Straight Path in respect of restricted shares Class B common stock of IDT and 1,529 options to purchase Class B common stock of Straight Path in respect of options to purchase Class B common stock of IDT held on the date of the spin-off. Because such grants were made by an entity other than IDT, and shares and options were issued in securities of another entity, they are not reflected in the values set forth in the table.

(19) Consists of (i) $45,750 in dividends paid on shares of unvested restricted Class B Common Stock that were granted to Mr. Pereira and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.

(20) Mr. Ash has served as Executive Vice President of Strategy and Legal Affairs since October 23, 2012.

(21) Consists of the value of a grant of 7,500 restricted shares Class B Common Stock granted on March 11, 2015 to vest as to 3,750 shares on each of January 16, 2017 and July 16, 2018.

(22) Consists of (i) $31,120 in dividends paid on shares of unvested restricted Class B Common Stock that were granted to Mr. Ash and (ii) $2,000, which represents the value of IDT Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.

(23) Consists of (i) $8,667 in dividends paid on shares of unvested restricted Class B Common Stock that were granted to Mr. Ash and (ii) $2,000, which represents the value of IDT Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.

(24) In connection with the spin-off of Straight Path from IDT, Menachem Ash received 7,833 restricted shares of Class B common stock of Straight Path in respect of restricted shares Class B common stock of IDT held on the date of the spin-off. Because such grants were made by an entity other than IDT, and shares were issued in securities of another entity, they are not reflected in the values set forth in the table.

(25) Consists of (i) $13,000 in dividends paid on shares of unvested restricted Class B Common Stock that were granted to Mr. Ash and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.

(26) Joyce 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 in 1990. Ms. Mason was not a Named Executive Officer in Fiscal 2014 or Fiscal 2013.

(27) Consists of the value of a grant of 7,500 restricted shares Class B Common Stock granted on March 11, 2015 to vest as to 3,750 shares on each of January 16, 2017 and July 16, 2018.

(28) Consists of (i) $12,850 in dividends paid on shares of unvested restricted Class B Common Stock that were granted to Ms. Mason and (ii) $2,000, which represents the value of IDT Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.

(29) Howard Jonas served as Chief Executive Officer from October 22, 2009 until December 31, 2013 and has served as Chairman of the Board since December 11, 2002.

(30) Represents dividends paid on shares of unvested restricted Class B Common Stock.

(31) The value of a grant of 63,320 restricted shares Class B Common Stock with the following vesting schedule: 21,106 shares vested January 5, 2014 and 21,107 shares are to vest on each of January 5, 2015 and January 5, 2016. The stock grant issued to Howard Jonas was pursuant to the Third Amended and Restated Employment Agreement between the Company and Howard Jonas.

(32) Consists of (i) $387,248 in dividends paid on shares of unvested restricted Class B Common Stock that were held by Howard Jonas in connection with his employment agreement described below and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.

(33) Amounts listed as base salary for Howard Jonas in Fiscal 2013 were amounts paid in order to facilitate the provision of employee benefits to Howard Jonas and allow for salary deductions to pay the employee portion of the costs thereof by Howard Jonas under Company policy.

(34) This amount represents a $662,000 compensation cost, computed in accordance with FAS 123R, in connection with a grant of ten percent (10%) of the common stock of the Company’s former subsidiary, Straight Path IP Group, Inc. (f/k/a Innovative Communications Technologies, Inc.) (“SPIP”). SPIP holds patents related to VOIP technology and was part of the spin-off of Straight Path Commutations, Inc. on July 31, 2013. The grant of SPIP common stock was approved by the Company’s Compensation Committee in recognition of Mr. Jonas’ contribution to the monetization of these patents. In addition, in connection with the spin-off of Straight Path from IDT, Howard Jonas received 745,789 restricted shares of Straight Path Class B common stock in respect of restricted shares Class B common stock of IDT held on the date of the spin-off. Because such grants were made by an entity other than IDT, and shares were issued in securities of another entity, they are not reflected in the values set forth in the table.

(35) Consists of (i) $1,118,684 in dividends paid on shares of unvested restricted Class B Common Stock that were held by Howard Jonas in connection with his employment agreement described below and (ii) $2,000, which represents the value of Class B Common Stock given as a matching contribution to the IDT Corporation 401(k) plan.

Employment Agreements

Howard S. Jonas: On October 28, 2011, the Company and Howard Jonas entered into the Second Amended and Restated Employment Agreement (the “Second Revised Jonas Agreement”) with a term from October 28, 2011 to December 31, 2013. Pursuant to the Second Revised Jonas Agreement, Howard Jonas was entitled to receive an annual cash base salary of $50,000 and 883,333 restricted shares of Common Stock (which were later converted to Class B Common Stock) and 1,176,427 restricted shares of Class B Common Stock in lieu of a cash base salary from January 1, 2009 through December 31, 2013.

On October 28, 2011, the Company spun off its subsidiary, Genie Energy Ltd. Since the spin-off, Howard Jonas has served as the Chairman of the Board of Genie Energy and, since January 1, 2014, also as Chief Executive Officer of Genie Energy.

On November 29, 2013, the Company announced that Howard Jonas would step down as Chief Executive Officer of the Company on December 31, 2013, but would remain Chairman of the Board. On December 20, 2013, the Company and Howard Jonas entered into the Third Amended and Restated Employment Agreement (the “Third Revised Jonas Agreement”) with a term from January 1, 2014 to December 31, 2016. The Third Revised Jonas Agreement is automatically extendable for additional one-year periods unless the Company or Howard Jonas notifies the other within ninety days of the end of the term that the agreement will not be extended. Pursuant to the Third Revised Jonas Agreement, Howard Jonas (i) will serve as Chairman of the Board of Directors of the Company, (ii) will receive an annual cash base salary of $250,000 and (iii) received a grant of 63,320 restricted shares of Class B Common that vest in equal amounts on January 5th of 2014, 2015 and 2016.

Bill Pereira: On April 29, 2009, the Company and Mr. Pereira entered into an Employment Agreement (the “Original Pereira Agreement”), pursuant to which Mr. Pereira received an annual base salary of $435,000 from January 2, 2009 through January 1, 2012 (the term of the Original Pereira Agreement). In addition, Mr. Pereira was entitled to participate in any established bonus program for senior executive management. Among other things, the Original Pereira Agreement provided that Mr. Pereira would serve as Chief Financial Officer of the Company.

Mr. Pereira resigned as Chief Financial Officer of the Company on October 28, 2011 and was appointed as the Chief Executive Officer of IDT Telecom, the Company’s subsidiary, on October 31, 2011. On November 22, 2011, Mr. Pereira and IDT Telecom entered into an Employment Agreement (the “Revised Pereira Agreement”), which terminated the Original Pereira Agreement, pursuant to which Mr. Pereira received an annual base salary of $500,000 from November 22, 2011 to December 31, 2014 (the term of the Revised Pereira Agreement). In addition, Mr. Pereira was entitled to participate in any established bonus program for senior executive management as approved by the Compensation Committee. Mr. Pereira also received, on November 22, 2011, (i) a grant of options to purchase 7,750 shares of the Company’s Class B Common Stock with an exercise price equal to the fair market value on the date of grant ($12.67) and an expiration date of November 21, 2021 and (ii) a grant of 25,000 restricted shares of the Company’s Class B Common Stock. Such options and restricted stock were granted pursuant to the Company’s 2005 Plan, and vest in equal annual installments on the first through the third anniversaries of November 22, 2011. Among other things, the Revised Pereira Agreement provided that Mr. Pereira would serve as Chief Executive Officer of IDT Telecom. The Revised Pereira Agreement was automatically extendable for additional one-year periods unless IDT Telecom or Mr. Pereira notified the other within ninety days of the end of the term that the agreement would not be extended.

On January 12, 2015, Mr. Pereira and IDT Telecom entered into an Amended and Restated Employment Agreement, which amended and restated the Revised Pereira Agreement, pursuant to which Mr. Pereira receives an annual base salary of $500,000 from January 1, 2015 to December 31, 2017 (the term of the Second Revised Pereira Agreement). In addition, Mr. Pereira is entitled to participate in any established bonus program for senior executive management as approved by the Compensation Committee. Mr. Pereira also received, on January 12, 2015, a grant of 25,000 shares of the Company’s restricted Class B Common Stock, which was granted pursuant to the Company’s 2015 Plan, and vest in three equal annual installments commencing on January 5, 2016. Among other things, the Second Revised Pereira Agreement provides that Mr. Pereira will serve as Chief Executive Officer of IDT Telecom. The Second Revised Pereira Agreement is automatically extendable for additional one-year periods unless IDT Telecom or Mr. Pereira notifies the other within ninety days of the end of the term that the agreement will not be extended.

In addition, including pursuant to their employment agreements, executives are eligible to receive bonuses based upon performance, including the specific financial and other goals set by the Compensation Committee of the Board of Directors.

Menachem Ash, Shmuel Jonas and Joyce Mason do not have employment agreements with the Company or any of its subsidiaries. On November 13, 2008, Mr. Fischer and the Company entered into a Confidential Release and Retention Agreement, which is described below under “Potential Payments Upon Termination or Change-in-Control.”

Grants of Plan-Based Awards

The following table sets forth information concerning the number of shares of Class B Common Stock underlying restricted stock awards under the Company’s 2005 Plan and 2015 Plan, granted to the Named Executive Officers in Fiscal 2015. There are no estimated future payouts in connection with such awards. There were no stock option awards to Named Executive Officers in Fiscal 2015.

Name	Compensation Committee Approval	Grant Date	All Other Stock Awards: Number of Shares of Stock or Units (#)(1)		Grant Date Fair Value of Stock and Option Awards(2)
Shmuel Jonas	03/11/2015	03/11/2015	18,000	(3)	$	293,400
	09/17/2014	09/17/2014	12,414	(4)		199,121

Marcelo Fischer	03/11/2015	03/11/2015	15,000	(5)		244,500

Bill Pereira	03/11/2015	03/11/2015	18,000	(6)		293,400
	12/15/2014	01/12/2015	25,000	(7)		515,750

Menachem Ash	03/11/2015	03/11/2015	7,500	(8)		122,250

Joyce J. Mason	03/11/2015	03/11/2015	7,500	(8)		122,250

Howard S. Jonas	—	—	—			—

____________

(1) The restricted stock grants prior to January 1, 2015 were made pursuant to the 2005 Plan. All restricted stock grants as of January 1, 2015 were made pursuant to the 2015 Plan. There is no purchase price associated with the grants of restricted stock.

(2) Represents the grant date fair value of each equity award calculated in accordance with FASB ASC Topic 718.

(3) Shares vest as follows: 9,000 shares on January 16, 2017 and 9,000 shares on July 16, 2018.

(4) Shares vest as follows: 4,138 shares vested on September 17, 2015; 4,138 shares on each of September 17, 2016 and September 17, 2017.

(5) Shares vest as follows: 7,500 shares on January 16, 2017 and 7,500 shares on July 16, 2018.

(6) Shares vest as follows: 9,000 shares on January 16, 2017 and 9,000 shares on July 16, 2018.

(7) Shares vest as follows: 8,334 shares on January 5, 2016 and 8,333 shares on each of January 5, 2017 and January 5, 2018.

(8) Shares vest as follows: 3,750 shares on January 16, 2017 and 3,750 shares on July 16, 2018.

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 2015.

	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	—	—	—	—	60,902	(2)	$	1,036,552

Marcelo Fischer	—	—	—	—	15,000	(3)	$	255,300

Bill Pereira	10,222	—	16.18	04/22/2020	43,000	(4)	$	731,860

Menachem Ash	—	—	—	—	7,500	(5)	$	127,650

Joyce J. Mason	10,000	—	16.18	04/22/2020	7,500	(5)	$	127,650
	5,555	—	18.49	07/21/2018

Howard S. Jonas	—	—	—	—	21,107	(6)	$	359,241

____________

(1) Market value is computed by multiplying the closing market price of our Class B Common Stock on July 31, 2014 ($17.02) by the number of restricted shares Class B Common Stock that had not vested as of July 31, 2015.

(2) Shares of restricted Class B Common Stock to vest as follows: 4,138 on each of September 17, 2015, September 17, 2016 and September 17, 2017; 14,071 on January 5, 2016 and 16,417 on January 5, 2017; 9,000 on each of January 16, 2017 and July 16, 2018.

(3) Shares of restricted Class B Common Stock to vest as follows: 7,500 on January 16, 2017 and 7,500 on July 16, 2018.

(4) Shares of restricted Class B Common Stock to vest as follows: 8,334 on January 5, 2016, 8,333 on each of January 5, 2017 and January 5, 2018; 9,000 on each of January 16, 2017 and July 16, 2018.

(5) Shares of restricted Class B Common Stock to vest as follows: 3,750 on each of January 16, 2017 and July 16, 2018.

(6) Shares of restricted Class B Common Stock to vest on January 5, 2016.

Option Exercises and Stock Vested

The following table sets forth information regarding the shares of restricted Class B Common Stock that vested for each of the Named Executive Officers in Fiscal 2015. There were no stock options exercised by Named Executive Officers in Fiscal 2015.

	Restricted Stock Awards
Name	Number of Shares Acquired Upon Vesting (#)	Number of Shares Withheld to Cover Taxes	Value Realized on Vesting ($)(1)
Shmuel Jonas	29,227	11,107	$	555,843
Marcelo Fischer	15,000	6,226	$	274,800
Bill Pereira	8,333	3,105	$	143,160
Menachem Ash	14,000	5,176	$	256,480
Joyce J. Mason	5,000	2,183	$	91,600
Howard S. Jonas	21,107	—	$	423,406

____________

(1) The value of restricted stock realized upon vesting represents the total number of shares acquired on vesting (without regard to the amount of shares withheld to cover taxes) and is based on the closing price of the Class B Common Stock on the vesting date.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

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 Jonas: Under the terms of the Third Revised Jonas Agreement, in the event of Howard Jonas’ death or disability, or in the event the Company terminates Howard Jonas’ employment without “cause” or Howard Jonas voluntarily terminates his employment with “good reason,” which includes a “change in control,” any unvested restricted stock or other equity grant granted in connection with Howard Jonas’ service to the Company shall vest. In the event of Howard Jonas’ death, or in the event the Company terminates Howard Jonas’ employment without “cause” or Howard Jonas voluntarily terminates his employment with “good reason,” which includes a “change in control,” the Company shall pay Howard Jonas’ estate a lump sum payment equal to twelve (12) months of Howard Jonas’ annual base salary (at the rate in effect on the date of his death). Howard 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”). In the event that Howard Jonas is terminated for “cause,” the restrictions shall lapse on the pro-rata portion of the unvested restricted stock for the time served between January of that year and the date of termination.

Bill Pereira: Under the terms of the Second Revised 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 $1,225,000, one-half to be paid within sixty (60) 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,” if he voluntarily terminates his employment with “good reason,” each as defined in the Second Revised Pereira Agreement, or if IDT Telecom does not extend the term of the agreement upon its expiration, (i) he is entitled to a payment equal to the greater of (a) his annual base salary at the rate in effect on the termination date and (b) $1,225,000; one-half paid

upon 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 Revised Pereira Agreement. Mr. Pereira has agreed not to compete with the Company for a period of one year following the termination of his agreement.

All Named Executive Officers: The Named Executive Officers have all been granted stock options and/or restricted stock pursuant to the Company’s 2005 Plan and the 2015 Plan. Under the 2005 Plan and the 2015 Plan, in the event of “change in control” (other than a “change in control” which is also a “corporate transaction”), each as defined in the Company’s 2005 Plan, (i) each option award which is outstanding at the time of the change in control automatically becomes fully vested and exercisable, and (ii) each share of restricted stock is released from any restrictions on transfer and repurchase or forfeiture rights. 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 adopted by the Board on October 14, 2015. Under the Severance Plan, U.S. employees who are terminated without case are entitled, in specific instances as set forth in the Severance Plan, to severance payments as follows: (i) Employees who started on our before August 1, 2009 shall receive four weeks for each completed year of service and two weeks for each completed period of service that is less than one year of service but greater than six months of service or (ii) Employees who started after August 1, 2009 shall receive two weeks for each completed year of service and one week for each completed period of service that is less than one year of service but greater than six months of service. Such severance payments are capped at 52 weeks. If a Named Executive Officers is entitled to a greater severance payment pursuant to an agreement, the greater severance payment shall control. The Severance Plan was not in effect on July 31, 2015; therefore, amounts due under the Severance Policy are not included in the chart below.

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”), assuming the Event took place on July 31, 2015, using the closing price of the Company’s Class B Common Stock on July 31, 2015 ($17.02). The potential payments are based on agreements entered into by Named Executive Officers with the Company, discussed above, the 2005 Plan and the 2015 Plan. The value of each restricted share is computed by multiplying the closing market price per share of the Company’s Class B Common Stock on July 31, 2015 ($17.02) by the number of unvested shares of restricted Class B Common Stock held by the Named Executive Officer on that date.

Name	Event of Death or Disability ($)		Change In Control ($)			Termination For Cause ($)	Voluntary Termination without Good Reason ($)	Termination Without Cause/Voluntary Termination for Good Reason ($)
Shmuel Jonas
Restricted Shares		—	$	1,036,522	(1)	—	—		—
Severance		—		—		—	—		—

Marcelo Fischer
Restricted Shares		—	$	255,300	(2)	—	—		—
Severance	$	550,000		—		—	—	$	550,000	(3)

Bill Pereira
Restricted Shares		—	$	731,860	(4)	—	—	$	731,860	(4)
Severance	$	1,225,000	$	1,225,000		—	—	$	1,225,000	(5)

Menachem Ash
Restricted Shares		—	$	127,650	(6)	—	—		—
Severance		—		—		—	—		—

Name	Event of Death or Disability ($)			Change In Control ($)			Termination For Cause ($)			Voluntary Termination without Good Reason ($)	Termination Without Cause/Voluntary Termination for Good Reason ($)
Joyce J. Mason
Restricted Shares	$	—		$	127,650	(7)	$	—		—	$	—
Severance	$	—		$	—			—		—	$	—

Howard S. Jonas
Restricted Shares	$	359,241	(8)	$	359,241	(8)	$	209,550	(9)	—	$	359,241	(8)
Severance	$	250,000	(10)	$	250,000			—		—	$	250,000

____________

(1) Represents the accelerated vesting of 60,902 shares of restricted Class B Common Stock.

(2) Represents the accelerated vesting of 15,000 shares of restricted Class B Common Stock.

(3) If Mr. Fischer resigns for any reason, his severance payment would be $0.

(4) Represents the accelerated vesting of 43,000 shares of restricted Class B Common Stock.

(5) If the term of the Second Revised Pereira Agreement is not extended by IDT Telecom, Mr. Pereira will
receive a payment of $1,225,000, one-half upon the effective date of a release agreement and one-half monthly over the following six month period, and immediate vesting of all equity grants.

(6) Represents the accelerated vesting of 7,500 shares of restricted Class B Common Stock.

(7) Represents the accelerated vesting of 7,500 shares of restricted Class B Common Stock.

(8) Represents the accelerated vesting of 21,107 shares of restricted Class B Common Stock.

(9) Represents the accelerated vesting of 12,312 shares of restricted Class B Common Stock.

(10) If Howard Jonas becomes disabled, his severance payment would be $0.

PROPOSAL REQUIRING YOUR VOTE

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Pursuant to the Company’s Third Restated Certificate of Incorporation, the authorized number of members of the Board of Directors is between three and seventeen, with the actual number to be set, within that range, by the Board of Directors from time to time. The Board of Directors has set the number of directors on the Board of Directors at five. There are currently five directors on the Board of Directors. The current terms of all of the serving directors expire at the Annual Meeting. All five of the directors are standing for re-election at the Annual Meeting.

The nominees to the Board of Directors are Michael Chenkin, Eric F. Cosentino, Howard S. Jonas, Bill Pereira and Judah Schorr, each of whom has consented to be named in this proxy statement and to serve if elected. Each of the nominees is currently serving as a director of the Company. Brief biographical information about the nominees for directors is furnished below.

Each of these director nominees is standing for election for a term of one year until the 2016 Annual Meeting, or until his successor is duly elected and qualified or until his earlier resignation or removal. A majority of the votes cast for or against a director nominee at the Annual Meeting shall elect each 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 nominees. Following each nominee’s biographical information, we have provided information concerning particular experience, qualifications, attributes and/or skills that the Nominating Committee and the Board of Directors considered when determining that each nominee should serve as a director.

Michael Chenkin has been a director of the Company since October 16, 2013. Mr. Chenkin is a Certified Public Accountant and worked in the Audit Department of Coopers and Lybrand from 1974 to 1993 and as a consultant to the securities industry from 1993 to 2008 with an emphasis on business implementation, internal controls, compliance and regulatory matters for large financial institutions. Mr. Chenkin received a Bachelor of Science degree from Cornell University and a Master of Business Administration from Columbia University.

Key Attributes, Experience and Skills:

Mr. Chenkin’s diverse business experiences as a Certified Public Accountant — working as an auditor for a large multi-national accounting firm for close to 20 years — and consulting for large financial institutions for 15 years, offer valuable insights to the Board of Directors, particularly given the enhanced accounting rules and regulations affecting public companies. Mr. Chenkin’s strong accounting background, as well as his M.B.A. from Columbia University, provides financial and audit-related expertise to the Board of Directors.

Eric F. Cosentino has been a director of the Company since February 2007. Rev. Cosentino has been a director of Zedge Holdings, Inc., a subsidiary of the Company, since September 2008 and a member of the National Association of Corporate Directors (NACD) since March 2009. Rev. Cosentino has been an NACD Governance Fellow since 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 remains canonically resident in the Episcopal Diocese of New York. 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.

Key Attributes, Experience and Skills:

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 and of Zedge Holdings, as well as former subsidiary, IDT Entertainment, brings extensive knowledge of our Company to the Board.

Howard S. Jonas founded IDT in August 1990, and has served as Chairman of the Board of Directors since its inception. Mr. Jonas served as Chief Executive Officer of the Company from October 2009 through December 2013 and from December 1991 until July 2001. Mr. Jonas is also the founder and has been President of Jonas Media Group (formerly Jonas Publishing) since its inception in 1979. Since January 2014, Mr. Jonas has 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. Mr. Jonas also serves as the Chairman of the Board of CTM Media Holdings, Inc., a former subsidiary of IDT that was spun off to stockholders in September 2009. Mr. Jonas received a B.A. in Economics from Harvard University.

Key Attributes, Experience and Skills:

As founder of the Company and Chairman of the Board since its inception, Howard Jonas brings tremendous knowledge of all aspects of our Company and each industry in which it is involved to the Board. Howard Jonas’ service as 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 Jonas on the Board provides our Company with effective leadership.

Bill Pereira has served as a member of the Company’s Board of Directors and as the Chief Executive Officer, President and Co–Chairman of IDT Telecom since October 31, 2011. 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.

Key Attributes, Experience and Skills:

Mr. Pereira’s history with the Company, particularly his nearly three-year tenure as Chief Financial Officer of the Company, brings extensive knowledge of the Company’s business divisions. Mr. Pereira’s financial background, coupled with his first-hand knowledge of the Company’s financial reporting and internal audit process, provides financial expertise to the Board. Mr. Pereira’s successful leadership of the Company’s turn-around plan provides valuable insight to the Board.

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.

Key Attributes, Experience and Skills: