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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Resignation of Director
On June 9 2026, Irwin Katsof notified IDT Corporation (the "Company") of his resignation from the board of directors of the Company (the "Board") and the respective committees of the Board on which he served. This resignation was not the result of any disagreement with the Company regarding the Company's operations, policies or practices.
Director Appointment
On June 9, 2026, the Board appointed William Conkling to the Board. Mr. Conkling's term will expire at the Company's annual meeting of stockholders in 2026. The Board has determined that Mr. Conkling is "independent" in accordance with the listing standards of the New York Stock Exchange, the Company's internal policies, and the rules and regulations of the Securities and Exchange Commission (the "SEC"). Mr. Conkling is expected to serve as the Chairman of the Audit Committee and be the Audit Committee Financial Expert and also serve as a member of the Compensation Committee and the Corporate Governance Committee.
Mr. Conkling, age 55, has served as the Chief Commercial Officer of Protara Therapeutics Inc. since June 2025. He served as the Chief Executive Officer of Rafael Holdings, Inc. (NYSE: RFL) from February 2022 to May 2025 and served as the Chief Commercial and Business Officer of Rafael Holdings, Inc. from March 2021 to January 2022. Prior to joining Rafael Holdings, Inc., Mr. Conkling helped lead product commercialization for Immunomedics Inc. (acquired by Gilead for $21 billion in October 2020) as the VP Sales, Marketing and Market Access. Mr. Conkling also spent over 10 years at Novartis where he helped lead the US and global commercialization of several lifechanging treatment for patients suffering with debilitating diseases. Mr. Conkling is currently on the board of directors of Cornerstone Pharmaceuticals Inc., Rafael Medical Devices and Lipomedix Inc. Mr. Conkling earned his Bachelor's Degree from Fordham University and his Master's Degree in Business Administration from New York University Stern School of Business.
There are no family relationships between Mr. Conkling and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer, and Mr. Conkling does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Conkling is eligible to participate in the Company's Non-Employee Director Compensation Program, which provides for annual compensation in the form of cash and equity-based awards.