IDT (IDT) Proxy Filing summary

Executive summary

• Annual meeting scheduled for December 12, 2024, to elect five directors, hold advisory votes on executive compensation, and determine the frequency of future say-on-pay votes.

• Record date for voting is October 18, 2024; both in-person and proxy voting options are available.

• Proxy materials and annual report are available online; stockholders are encouraged to RSVP for in-person attendance.

Voting matters and shareholder proposals

• Stockholders will vote to elect five directors for one-year terms.

• Advisory vote on executive compensation for named executive officers.

• Advisory vote on the frequency of future advisory votes on executive compensation, with the board recommending a three-year interval.

• Other business may be transacted as properly brought before the meeting.

Board of directors and corporate governance

• Board consists of five voting directors and one ex-officio (non-voting) director.

• Majority of board and all committee members are independent, despite controlled company status.

• Committees include Audit, Compensation, Corporate Governance, and Nominating, all with independent members.

• Board and committees conduct annual self-assessments and hold executive sessions without management.

• Director selection process considers diversity, experience, and stockholder recommendations.