Weekly Bytes by Board Comp Moves
Actors, athletes, and family join the boardroom.
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Actress and director Kerry Washington joins the board of Clarim Acquisition Corp. (NASDAQ: CLRM). Founder Howard Jonas rejoins the board of IDT Corporation (NYSE: IDT) while the filings reveal a master lesson in intrafamilial corporate structure Twister. Lyft, Inc. (NASDAQ: LYFT) signals a focus on corporate travel with the appointment of Ariel Cohen, CEO and Co-Founder of TripActions, Inc., a corporate travel management and payments platform. From burgers to automated cell management as Tara Comonte, President and CFO of Shake Shack Inc. (NYSE: SHAK) departs to become CEO of TMRW Life Sciences, Inc. Former Senator Dr. William Frist joins the board of Accolade, Inc. (NASDAQ: ACCD).
Highlights đď¸
Lyft, Inc. (NASDAQ: LYFT) appointed Ariel Cohen to serve as a member of the Board and as a member of the Compensation Committee of the Board.
Since May 2015, Mr. Cohen has served as the Chief Executive Officer and Co-Founder of TripActions, Inc., a corporate travel management and payments platform. From April 2013 to May 2015, Mr. Cohen served as Vice President, Product Management at Jive Software, Inc., a provider of social business software. From May 2012 to April 2013, Mr. Cohen served as the Chief Executive Officer and Co-Founder of StreamOnce, Inc., a business multimedia integration platform which was acquired by Jive Software, Inc. From December 2010 to May 2012, Mr. Cohen served as Senior Director, Product Management at Jive Software, Inc. Prior to Jive Software, Inc., Mr. Cohen served in various senior roles at Hewlett-Packard Company (NYSE: HPQ), a multinational information technology company. Mr. Cohen holds a B.A. in Economics from The College of Management Academic Studies (Colman) and an E.M.B.A. from Northwestern University, Kellogg School of Management in partnership with Tel Aviv University.
Duke Energy Corporation (NYSE: DUK) announced that Mr. Douglas F Esamann, Executive Vice President, Energy Solutions and President, Midwest/Florida Regions and Natural Gas Business, will be retiring effective August 1, 2021. Mr. Esamannâs responsibilities will be assumed by other members of the Corporationâs executive team.
On March 30, 2021, the Corporation also announced that Mr. Dwight L. Jacobs, currently Senior Vice President, Tax, Chief Accounting Officer and Controller, has been appointed as Senior Vice President, Supply Chain and Chief Procurement Officer, effective May 16, 2021, and that Ms. Cynthia S. Lee has been appointed as Vice President, Chief Accounting Officer and Controller, also effective May 16, 2021.Â
Ms. Lee, 54, has served as Director, Investor Relations, since June 2019. Prior to joining the Investor Relations organization, Ms. Lee served in various roles within the Corporate Controllerâs organization after joining the Corporation and its affiliates in 2002.
IDT Corporation (NYSE: IDT) appointed Howard S. Jonas to fill a vacancy on the Board, to serve until the next annual meeting of stockholders. The vacancy arose from Bill Pereiraâs resignation from the Board. The Board appointed Mr. Pereira as an ex-officio non-voting member of the Board on March 24, 2021. Prior to the appointment, Mr. Jonas was serving as an ex-officio non-voting member of the Board and he previously served as a member of the Board until December 16, 2020.
Howard Jonas was nominated as a member of the Board by the Nominating Committee of the Board after a review of Mr. Jonasâ experience as founder of the Company and its Chairman of the Board since inception. Mr. Jonas, who receives compensation from the Company for his role as Chairman of the Board, is not receiving any additional compensation in connection with his election as a member of the Board. Howard Jonas received $252,000 in compensation for the period from August 1, 2019 to July 31, 2020 (âFiscal 2020â) for his role as Chairman of the Board. Howard Jonas will not serve on any committees of the Board of Directors as he is not considered independent.
The following are transactions between the Company and Howard Jonas of the type that are required to be disclosed pursuant to Item 404(a) of Regulation S-K adopted by the Securities and Exchange Commission:
There is a father/son relationship between Howard Jonas and Shmuel Jonas, Chief Executive Officer. Shmuel Jonasâ compensation for Fiscal 2020 was $940,000.
Trusts for the benefit of Howard Jonas â nine children, if aggregated together, own a controlling equity interest in the Company. Mr. Jonas does not have voting or dispositive power over the shares held by such trusts.
There is a brother/sister relationship between Howard Jonas and Joyce J. Mason, General Counsel, Corporate Secretary and Executive Vice President. Howard Jonasâ total compensation during Fiscal 2020 is set forth in the Summary Compensation Table. Joyce Masonâs total compensation during Fiscal 2020 was $367,000.
On October 28, 2011, the Company spun off its subsidiary, Genie Energy Ltd. (NYSE: GNE). In connection with the spin-off, the Company and Genie entered into a Transition Services Agreement, dated October 28, 2011 (the âGenie TSAâ), pursuant to which the Company provides certain services to Genie, for which Howard Jonas serves as the Chairman of the Board, and for which Michael Stein, his son-in-law, is the Chief Executive Officer. Trusts for the benefit of Howard Jonasâ nine children, if aggregated together, own a controlling equity interest in the Company and in Genie. The services under the Genie TSA include, but are not limited to, services relating to human resources, employee benefits administration, finance, accounting, tax, facilities, investor relations and legal. Furthermore, the Company granted Genie a license to use the IDT name for its Retail Energy Provider business. Genie paid the Company a total of approximately $1,174,000 for services provided by the Company pursuant to the Genie TSA during Fiscal 2020. As of July 31, 2020, Genie owed the Company approximately $166,200 for such services. Additionally, Genie provided human resource, legal and administrative services to the Company pursuant to the Genie TSA. The Company paid Genie a total of approximately $160,200 for services provided to the Company by Genie pursuant to the Genie TSA during Fiscal 2020. As of July 31, 2020, the Company owed Genie approximately $23,600 for such services.
On June 1, 2016, the Company spun off its subsidiary, Zedge, Inc. (NYSEAMERICAN: ZDGE). Zedge and the Company entered into a Transition Services Agreement (the âZedge TSAâ), effective June 1, 2016. Howard Jonas is a director and Vice Chairman and his son, Michael Jonas, is the Chairman of the board of directors, Executive Chairman, and the controlling stockholder of Zedge. Pursuant to the Zedge TSA, the Company provides legal services to Zedge. Zedge paid the Company a total of $107,000 for legal services provided by the Company pursuant to the Zedge TSA during Fiscal 2020. In addition, the Company paid Zedge $81,000 for consulting services provided to the Company by a Zedge employee and $68,000 in commissions paid to a Zedge employee. As of July 31, 2020, the Company owed Zedge $39,000.
On March 26, 2018, the Company spun off its subsidiary, Rafael Holdings, Inc. (NYSE: RFL). In connection with the spin-off, the Company and Rafael entered into a Transition Services Agreement, dated March 26, 2018 (the âRafael TSAâ), pursuant to which the Company provides certain services to Rafael, for which Howard Jonas serves as the Chairman of the board of directors and Chief Executive Officer. The services include, but are not limited to, administrative, tax, and legal. The Company billed Rafael a total of $380,000 under the Rafael TSA during Fiscal 2020 and $30,000 for invoices paid by the Company on Rafaelâs behalf. In addition, during Fiscal 2020, Rafael billed IDT $58,000 for real estate advisory services provided to IDT. As of July 31, 2020, Rafael owed the Company $44,000. Trusts for the benefit of Howard Jonasâ nine children, if aggregated together, own a controlling equity interest in the Company and in Rafael.
The Company is leasing space from a subsidiary of Rafael at 520 Broad Street, Newark, NJ. The Company leases approximately 80,000 square feet of office space plus parking spaces occupied by the Company at 520 Broad Street, Newark, NJ and approximately 3,600 square feet of office space in Jerusalem, Israel. The Company paid Rafael $1.8 million for office rent and parking during Fiscal 2020. As of July 31, 2020, IDT owed Rafael $47,000 for office rent and parking.
On December 7, 2020, the Company bought 218,245 shares of Rafaelâs Class B common stock for $5,000,000 from Rafael and received warrants to purchase 43,649 shares of Rafaelâs Class B common stock at $22.91 per share. Such warrants were exercised in full in March 2021.
Tara Comonte, President and Chief Financial Officer, informed Shake Shack Inc. (NYSE: SHAK) that she will be resigning from the Company on May 7, 2021 following the Companyâs filing of its earnings release and Quarterly Report on Form 10-Q for the fiscal first quarter 2021 reporting period. In connection with Ms. Comonteâs resignation, the Company is in the process of retaining a firm to manage the search for a new Chief Financial Officer. TMRW Life Sciences, Inc., creator of the automated cell management platform in the fast-growing in vitro fertilization (IVF) sector, named Ms. Comonte Chief Executive Officer, effective May 10. Comonte, a founding member of TMRW's Board of Directors and passionate advocate for driving innovation in the fertility sector, will continue to serve on the Board.
Twitter, Inc. (NYSE: TWTR) entered into an amendment and restatement (the âAmendmentâ) of the cooperation letter agreement (the âCooperation Agreementâ) with Elliott Investment Management L.P., Elliott Associates, L.P. and Elliott International, L.P. (collectively with their respective affiliates, âElliottâ) entered into on March 9, 2020 and previously disclosed on the Companyâs Form 8-K dated March 9, 2020.
Among other things, the Amendment provides that the Company will nominate Jesse Cohn, a current member of the Companyâs Board of Directors (the âBoardâ), for re-election as a Class II director at the Companyâs 2021 Annual Meeting of Stockholders. The voting obligations of Elliott, the standstill restrictions applicable to Elliott and the other limitations on Elliott contained in the original Cooperation Agreement will continue for so long as Mr. Cohn remains on the Board.
In addition, the Company is in the process of identifying a new independent director for appointment to the Board consistent with the Companyâs Corporate Governance Guidelines and stated interest in continuing to enhance diversity of the Board, and the Company has agreed that the Companyâs Nominating and Corporate Governance Committee will consult with Mr. Cohn on the identification of the new director. Mr. Cohn will resign from the Board upon such time as such new director is appointed to the Board.
Chris R. Homeister, Executive Vice President and Chief Merchandising Officer of GameStop Corp. (NYSE: GME), notified the Company of his intent to resign his employment with the Company citing diminished responsibilities. The Company and Mr. Homeister have commenced discussions for a transition of Mr. Homeisterâs responsibilities to other executives with an expectation that Mr. Homeisterâs employment will terminate during the Companyâs second fiscal quarter of 2021. Mr. Homeisterâs resignation will be treated as a resignation for Good Reason.
Director Profiles đŹ
Catcha Investment Corp 2.0
Thomas Tsao, Director
Mr. Tsao is a co-founder and managing partner of Gobi Partners, a venture capital firm headquartered in Shanghai and with offices in 13 locations across Asia. Established in 2002, Gobi is a leading investor in digital media, IT and TMT companies in China and ASEAN. Prior to Gobi, Mr. Tsao was a founder of the Beijing Technology Development Fund, sponsored by Beijing Enterprises and Tsinghua University Enterprise Group. Mr. Tsao has around three decades of experience in venture capital investments, operations, fund management and investment banking in China and the United States, and was named to the Forbes list of âChinaâs Top Venture Capitalistsâ from 2013 to 2017. In 2006, he founded SEO China, a non-profit organization, which has provided more than 250 internships for underserved college students. He also serves as Chair of the Presidential Scholars Foundation, which cultivates, connects, and celebrates U.S. Presidential Scholars (161 of the nationâs top high school seniors who are selected annually and honored by the White House). Mr. Tsao received of Bachelors of Arts degree in Economics from Harvard University.
Zovio Inc (NASDAQ: ZVO)
John Wilson, Director
Mr. Wilson is a visiting scholar at the Harvard Business School, and is currently on leave from the Board of Overseers at Harvard University. Mr. Wilson was previously a Senior Advisor to the President of Harvard from April 2018 to September 2020, and the President in Residence to the Harvard School of Education from August 2017 to April 2018. Prior to that, Mr. Wilson also served as the President of Morehouse College from 2013 to 2017. Additionally, Mr. Wilson served as the Executive Director of the White House initiative on Historically Black Colleges and Universities (HBCUs) from 2009 to 2013. Mr. Wilson has also held Executive Dean and Associate Professor roles at the George Washington University, as well as Director positions at the Massachusetts Institute of Technology (MIT). Mr. Wilson earned his B.A. from Morehouse College and a Masters in Education and Masters in Theological Studies from Harvard. Mr. Wilson also earned his Doctorate in Education from Harvard Graduate School of Education.
LifeMD, Inc. (NASDAQ: LFMD)
Dr. Eleanor C. Mariano, Director
In November 2005, Dr. Mariano founded the Center for Executive Medicine, a medical concierge practice which provides presidential-quality medical care to CEOs and their families. From July 2001 to October 2005, Dr. Mariano served a consultant in the Executive Health Program at the Mayo Clinic in Scottsdale, Arizona. In June 1992, Dr. Mariano was appointed White House Physician. In 1994, Dr. Mariano was named Director of the White House Medical Unit and was chosen by President William Clinton to serve as his personal physician. In total, Dr. Mariano served nine years at the White House where she was physician to three sitting American Presidents. In 1990, prior to her appointment as White House Physician, Dr. Mariano served as Division Head of General Internal Medicine in the Naval Hospital in San Diego. From 1986-1990, Dr. Mariano was assigned to the Naval Medical Clinic in Port Hueneme, California where she ran the Specialty Clinic and the clinicâs urgent care facility. From 1982-1984 Dr. Mariano served as General Medical Officer and Medical Department Division Head onboard the USS Prairie, a destroyer tender.
Dr. Mariano received her bachelorâs degree from Revelle College at the University of California at San Diego in 1977. In 1981, Dr. Mariano received her Medical Degree from the Uniformed Services University School of Medicine in Bethesda, Maryland, and completed her internship and residency in Internal Medicine at the Naval Hospital in San Diego.
Accolade, Inc. (NASDAQ: ACCD)
Senator William H. Frist, M.D., Director
Dr. Frist is a heart and lung transplant surgeon, former U.S. Senator from Tennessee and former majority leader of the U.S. Senate. Since 2008, Dr. Frist has been a partner at Cressey & Company, L.P., a private health services investment firm. Dr. Frist currently serves on the boards of directors of GS Acquisition Holdings Corp II (NYSE: GSAH), a special purpose acquisition company, Teladoc Health, Inc. (NYSE: TDOC), a telemedicine company, Select Medical Holdings Corporation (NYSE: SEM), a healthcare company, and SmileDirectClub, Inc. (NASDAQ: SDC), a teledentistry company. Dr. Frist previously served on the board of directors of AECOM (NYSE: ACM), an engineering firm, from October 2014 to March 2020. Dr. Frist holds an M.D. from Harvard Medical School and a B.A. from Princeton University.
Clarim Acquisition Corp. (NASDAQ: CLRM)
Kerry Washington Asomugha, Director
Ms. Washington is an actress, producer and director. In 2016, Ms. Washington founded and has since served as principal of Simpson Street Productions, Inc., a production company that has produced projects such as HBOâs âConfirmationâ; âFive Pointsâ on Facebook Watch; âLive in Front of a Studio Audience,â an ABC special; a film project âThe Fight,â which debuted at Sundance, where Magnolia Pictures picked up the distribution rights; and its latest project, âLittle Fires Everywhere,â a series that began streaming on Hulu in March 2020 and launched internationally on Amazon Prime, in May 2020. Since 2013, Ms. Washington has served as a creative consultant for Neutrogena and in 2021 she joined OPI, a beauty products company, as a brand ambassador. Ms. Washington has also been involved with many social and political causes, including her service on President Obamaâs Committee on the Arts and Humanities. She currently serves as co-chair of Mrs. Obamaâs âWhen We All Voteâ campaign. In 2018, she joined the âTimeâs Upâ movement, together with Natalie Portman, America Ferrara and Reese Witherspoon. In 2016, she received the ACLU Bill of Rights Award and in 2015, she received the GLAAD Media Vanguard Award. In 2014, âTimeâ magazine included Ms. Washington on its annual âTime 100â list of the âMost Influential People in the World,â and in 2013, she was honored with the NAACP Presidentâs Award, recognizing her special achievements in furthering the cause of civil rights and public service. She earned a bachelorâs degree from George Washington University in 1998.Â
Guggenheim Special Purpose Acquisition Corp. I (GGI)
Billie Jean King, Director Nominee
Ms. King, the American former World No. 1 professional tennis player and in 2009 received the Presidential Medal of Freedom from former President Barack Obama for her work advocating for the rights of women and the LGBT community. In 1973, at age 29, Ms. King won the "Battle of the Sexes" tennis match. From 2016 to the present, Ms. King has served as Director of the Billie Jean King Leadership Initiative. Since 1989, Ms. King has also served as President of Billie Jean King Enterprises. In addition, from 1974 to the present, Ms. King has served as Founder and a member of the Board of the Womenâs Sports Foundation. In 1974, Ms. King co-founded World TeamTennis. In 1973, Ms. King founded the Womenâs Tennis Association and has continued to stay involved as the founder and ambassador for the sport. Since 2021, Ms. King has been a member of the New York City Parks Board. From 1992 to 2018, Ms. King served on the Board Elton John AIDS Foundation and she has served as honorary President of the Elton John AIDS Foundation from 2018 to the present. In 1999 she joined the Board of Altria and served one term. Ms. King attended California State LA for 3 years between 1961 to 1963.
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This is not investment advice.