A few footnotes shy of a six-pack…


While there is such a thing as too much information, as we footnoted earlier this year at Warnaco (WRNC), there is also a problem when there’s not enough information. Particularly when you see big bonuses at a company whose stock hasn’t exactly been a top performer for investors. Which is exactly the case at IDT Corp. (IDT), which filed its preliminary proxy yesterday and included this scary (yes — even on Halloween!) chart of its performance.

A quick skim of the summary compensation table shows that IDT provides bits and pieces of information about the hefty bonuses they doled out last year, but not enough to really get a good understanding of what’s really going on. For example, while footnote #3 points out that CEO James Courter received $6,000 in deferred compensation, it doesn’t provide any explanation on what the remaining $998K Courter received is all about. And that disclosure is actually better than the one for COO Morris Lichtenstein, who has collected nearly $10 million in bonuses over the past three years, but doesn’t warrant a single explanatory note. Ditto for former Net2Phone Chairman Stephen Greenberg, who collected a $4 million bonus last year, or roughly 20 times his previous year’s bonus of $200K, but also doesn’t warrant a single explanatory note on the bonus, but gets a note on the paltry $5,000 in car allowances he collected last year. Also: Jonathan Levy, IDT’s former vp for investor relations received his own hefty bonus: $2.7 million, or roughly 15 times his total salary. For some unexplained reason, Levy’s bonus is more carefully explained as being the result of a "confidential separation agreement".

The bottom line is that filing this sort of proxy — even in preliminary form — sets a pretty scary precedent. Even on Halloween.


With the mid-term elections just a week away, I’d like to hear from readers on their favorite piece of misguided legislation passed by Congress in recent years. My personal favorite remains this vote on stock options by a lopsided vote of 312 to 111. Though it was passed two summers ago, many of these poltiicians remain in office and they deserve to be reminded that had their legislation been approved by the Senate, one could only imagine the options mess we’d be looking at now. Post your comments below, or send me a note.