UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 14A

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

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☒		Definitive Proxy Statement
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IDW Media Holdings, Inc.

(Name of Registrant as Specified in Its Charter)

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IDW MEDIA HOLDINGS, INC.
520 Broad Street
Newark, New Jersey 07102
(973) 438-3385

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TIME AND DATE:		12:00 p.m., Eastern Time, on Tuesday, April 5, 2022
PLACE:		Offices of IDW Media Holdings, Inc., 520 Broad Street, Newark, New Jersey 07102
ITEMS OF BUSINESS:		1. To elect seven directors, each for a term of one year.
		2. To approve an amendment to the IDW Media Holdings, Inc. 2019 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 1,850,000. 3. To ratify the appointment of Zwick & Banyai, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2022. 4. To transact other business as may properly come before the annual meeting of stockholders and any adjournment or postponement thereof.
RECORD DATE:		You can vote if you were a stockholder of record as of the close of business in New York, New York on February 22, 2022.
PROXY VOTING:		You can vote either in person at the Annual Stockholders Meeting or by proxy without attending the meeting. See details under the heading “How do I Vote?”
ANNUAL STOCKHOLDERS MEETING IN-PERSON ADMISSION:		If you were a stockholder of record as of February 22, 2022, a form of personal photo identification must be presented in order to be admitted to the Annual Stockholders Meeting along with a COVID-19 vaccination record card from the Centers for Disease Control and Prevention (“CDC”), or proof of a negative COVID-19 test result (PCR or antigen) from within 24 hours of 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 February 22, 2022 with you to the Annual Stockholders Meeting, as well as a form of personal photo identification and a COVID-19 vaccination record card from the CDC or proof of a negative COVID-19 test result (PCR or antigen) from within 24 hours of the Annual Meeting. The Company requests that any stockholder seeking to attend the Annual Stockholders Meeting in person first email the Company’s investor relations department at investor.relations@idwmh.com to RSVP.
ANNUAL STOCKHOLDERS MEETING DIRECTIONS:		You may request directions to the Annual Stockholders Meeting via email at investor.relations@idwmh.com or by calling IDW Media Holdings Investor Relations at (973) 438-3385.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE IDW MEDIA HOLDINGS, INC. ANNUAL STOCKHOLDERS MEETING TO BE HELD ON APRIL 5, 2022:
The Notice of Annual Meeting of Stockholders and Proxy Statement and the 2021 Annual Report are available at:
www.idwmediaholdings.com/corporate-governance

		BY ORDER OF THE BOARD OF DIRECTORS

		Brooke T. Feinstein
		Chief Financial Officer & Corporate Secretary

Newark, New Jersey
February 28, 2022

IDW MEDIA HOLDINGS, INC.
520 Broad Street
Newark, New Jersey 07102
(973) 438-3385

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PROXY STATEMENT

_____________________________________________

GENERAL INFORMATION

Introduction

This Proxy Statement is furnished to the stockholders of record of IDW Media Holdings, Inc., a Delaware corporation (the “Company” or “IDW”), as of the close of business in New York, New York on February 22, 2022, 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 2022 Annual Meeting of Stockholders (the “Annual Stockholders Meeting”). The Annual Stockholders Meeting will be held on Tuesday, April 5, 2022 at 12:00 p.m., Eastern Time, in the Offices of the Company, 520 Broad Street, Newark, New Jersey 07102. The shares of the Company’s Class C Common Stock, par value $0.01 per share (“Class C Common Stock”), and Class B common stock, par value $0.01 per share (“Class B Common Stock”), present at the Annual Stockholders 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 Stockholders Meeting. This Proxy Statement is being mailed to the Company’s stockholders starting on or about March 7, 2022.

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 Stockholders Meeting and any reimbursements paid to brokerage firms and others for their expenses incurred in forwarding the solicitation materials regarding the Annual Stockholders Meeting to the beneficial owners of Class C 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 in New York, New York on February 22, 2022 has been fixed as the record date (the “Record Date”) for determining the holders of shares of Class C Common Stock and Class B Common Stock entitled to notice of, and to vote at, the Annual Stockholders Meeting. As of the close of business on the Record Date, the Company had 12,976,036 shares outstanding and entitled to vote at the Annual Stockholders Meeting, consisting of 545,360 shares of Class C Common Stock and 12,430,676 shares of Class B Common Stock.

Stockholders are entitled to three votes for each share of Class C 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 C 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.

How do I Vote?

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

Beneficial holders of Class C Common Stock and Class B Common Stock as of the close of business in New York, New York on 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 Stockholders 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 Stockholders

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 Stockholders 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 Stockholders 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 Stockholders 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 Securities and Exchange Commission (the “SEC”), the Board of Directors did not know of any other matter to be raised at the Annual Stockholders 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 Stockholders Meeting by delivering to the Company (to the attention of Brooke T. Feinstein, Corporate Secretary), 520 Broad Street, Newark, New Jersey 07102, a written notice of revocation or by executing a later-dated proxy by Internet or mail, or by attending the Annual Stockholders 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 Stockholders Meeting.

Quorum and Vote Required

The presence at the Annual Stockholders Meeting of a majority of the voting power of outstanding Class C Common Stock and Class B Common Stock (voting together as a single class), either in person or by proxy, will constitute a quorum for the transaction of business at the Annual Stockholders 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 Stockholders Meeting for purposes of determining whether a quorum exists.

The affirmative vote of a majority of the voting power of shares that are voted on a relevant proposal at the Annual Stockholders Meeting will be required for the approval of the election of any director (Proposal No. 1), the amendment to the Company’s 2019 Stock Option and Incentive Plan, as amended and restated (the “2019 Plan”) (Proposal No. 2) and the ratification of the appointment of Zwick & Banyai, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2022 (Proposal No. 3). This means that the number of votes cast “for” a director nominee or “for” Proposals No. 2 or 3 must exceed the number of votes cast “against” that director nominee or Proposals No. 2 or 3, respectively. Abstentions are not counted as votes “for” or “against” a director 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 Stockholders 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 NYSE American. In the event of a broker non-vote or an abstention with respect to any proposal coming before the Annual Stockholders 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 American rules to vote your shares on the ratification of the Company’s independent registered public accounting firm for Fiscal 2022 (Proposal No. 3), 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 2019 Plan (Proposal No. 2) or on any stockholder proposal or other matter raised at the Annual Stockholders 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 Stockholders 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 Brooke T. Feinstein, Corporate Secretary, IDW Media Holdings, Inc., 520 Broad Street, Newark, New Jersey 07102, or by phone at (973) 438-3385, 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 October 31st of each calendar year. Each reference to a fiscal year refers to the fiscal year ending in the calendar year indicated (e.g., Fiscal 2021 refers to the fiscal year ended October 31, 2021).

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 NYSE American. Consistent with the Company’s commitment to strong corporate governance, the Company does not rely on the exceptions from the NYSE American’s corporate governance listing requirements available to it because it is a “controlled company”.

In accordance with applicable sections of the NYSE American Company Guide, 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 Corporate Governance section of our website at www.idwmediaholdings.com/corporate-governance and which also are available in print to any stockholder upon written request to the Corporate Secretary.

Director Independence

The Corporate Governance Guidelines adopted by the Board of Directors provide that 50% or more of the members of the Board of Directors, and each member of the Audit, Compensation and Corporate Governance and Nominating 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 Corporate Governance section of our website at www.idwmediaholdings.com/corporate-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 NYSE American Company Guide 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) $200,000 or (b) five percent of the consolidated gross revenues of such other company. The Corporate Governance and Nominating 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 and Nominating Committee, the Board of Directors has determined that each of Perry Davis, Irwin Katsof, Allan Grafman and Christopher McGurk is independent in accordance with the Corporate Governance Guidelines and the Audit Committee Charter and, thus, that more than 50% of the current Board of Directors, more than 50% of the director nominees, and each member or nominee intended to become a member of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee, 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, none of Sanford R. Climan, Howard S. Jonas and Amy Jonas is a non-employee director.

Director Selection Process

The Corporate Governance and Nominating Committee will consider director candidates recommended by the Company’s stockholders. Stockholders may recommend director candidates by contacting the Chairman of the Board, whose contact information is provided below under the heading “Director Communications.” The nominees under “Proposal No. 1 — Election of Directors” were nominated by the Corporate Governance and Nominating Committee. See “The Corporate Governance and Nominating Committee” section, below.

The Corporate Governance and Nominating Committee consider candidates suggested by its members, 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, an overview of each nominee’s experience, qualifications, attributes and skills is provided that led the Corporate Governance and Nominating Committee 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 Perry Davis), and (iii) the Audit, Compensation or Corporate Governance and Nominating Committees of the Board of Directors by contacting the respective Chairs of such committees. All communications should be in writing, should indicate in the address whether it is intended for the Chairman of the Board, the Lead Independent Director, or a Committee Chair, and should be directed care of IDW Media Holdings, Inc.’s Corporate Secretary, Stockholder Communications, IDW Media Holdings, Inc., 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 and Nominating Committees to the Chairs of such committees.

The Corporate Secretary may filter out and disregard (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 is described by one 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; and

• Any communications or materials that are not in writing

In addition, the Corporate Secretary may handle in his or 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 is currently comprised of Howard S. Jonas, Sanford R. Climan, Perry Davis, Allan I. Grafman, Amy Jonas, Irwin Katsof and Christopher McGurk. In addition, the Company’s Third Amended and Restated By-Laws enable the Board to appoint an ex-officio (non-voting) director to serve on the Board, and Marc E. Knoller was elected to serve in this capacity on December 3, 2021. Howard S. Jonas serves as the Chairman of the Board of Directors.

Upon recommendation of the Corporate Governance and Nominating Committee, the Board nominated each of Howard S. Jonas, Sanford R. Climan, Perry Davis, Allan I. Grafman, Amy Jonas, Irwin Katsof and Christopher McGurk for re-election as a director.

The Board of Directors held ten meetings in Fiscal 2021. In Fiscal 2021, each of the directors attended or participated in 75% or more of the aggregate of (i) the total number of regularly scheduled 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 regularly scheduled 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 2022 annual meeting of stockholders, in person or via video link.

Board of Directors Leadership Structure and Risk Oversight Role

Our Chairman of the Board, Howard S. Jonas, provides overall leadership to the Board of Directors. The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. The Board understands that there is no single, generally accepted approach to providing Board leadership, and that given the dynamic and competitive environment in which we operate, the right Board leadership structure may vary as circumstances warrant. The Board has determined that, given Howard S. Jonas’ leadership skills, relationships with the members of management and other members of the Board, and prior positions where he acted as leader and provided oversight over different bodies, he is well suited to be the Chairman of the Board at the present time. Howard S. Jonas has been Chairman of the Board since our inception, and also served as Chief Executive Officer from February 2019 through April 2020.

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. The risk management oversight roles of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee (each of which is comprised solely of independent directors), discussed below, provide an appropriate and effective balance to the role of the Chairman of the Board. With the oversight of the full Board of Directors, the Company’s 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.

The NYSE American Company Guide requires that the non-employee directors of the Company meet at least annually in executive session without the presence of non-independent directors and management. These executive sessions are held at every regularly scheduled meeting of the Board of Directors.

Perry Davis, an independent director, has served as the “Lead Independent Director” since July 28, 2021.

As stated above, each of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee 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. The Compensation Committee oversees risks related to compensation policies and practices. The Corporate Governance and Nominating 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, and a Corporate Governance and Nominating Committee.

The Audit Committee

The Audit Committee currently consists of Messrs. Grafman (Chairman), Davis and Katsof. The Audit Committee operates under a written Audit Committee charter adopted by the Board of Directors, which can be found in the Corporate Governance section of our web site, www.idwmediaholdings.com/corporate-governance, and is also available in print to any stockholder upon request to the Corporate Secretary. The principal duties of the Audit Committee under its written charter include: (i) responsibilities associated with our external and internal audit staffing and planning; (ii) accounting and financial reporting issues associated with our financial statements and filings with the SEC; (iii) financial and accounting organization and internal controls; (iv) auditor independence and approval of non-audit services; and (v) “whistle-blower” procedures for reporting questionable accounting and audit practices. The Audit Committee held four meetings during Fiscal 2021.

The Board of Directors has determined that (i) all of the members of the Audit Committee are independent within the meaning of the applicable NYSE American listing standards and the Sarbanes-Oxley Act of 2002, and (ii) Mr. Grafman qualifies as an “audit committee financial expert,” as determined by the Board of Directors in accordance with SEC rules.

The Compensation Committee

The Compensation Committee currently consists of Messrs. Katsof (Chairman), Davis and Grafman. The Compensation Committee operates under a written charter adopted by the Board of Directors, which can be found in the Corporate Governance section of our web site, www.idwmediaholdings.com/corporate-governance, and which is also available in print to any stockholder upon request to the Corporate Secretary. 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 2019 Plan and its predecessor, the Company’s 2009 Stock Option and Incentive Plan, as amended and restated, and recommending to the Board of Directors the nature and amount of 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 held six meetings during Fiscal 2021. The Board of Directors has determined that all of the members of the Compensation Committee are independent within the applicable NYSE American listing standards.

The Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee currently consists of Messrs. McGurk (Chairman), Davis and Katsof. The Corporate Governance and Nominating Committee operates under a written charter adopted by the Board of Directors, which can be found in the Corporate Governance section of our web site, www.idwmediaholdings.com/corporate-governance, and which is also available in print to any stockholder upon request to the Corporate Secretary. The Corporate Governance and Nominating 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 and Nominating Committee reviews (i) the Corporate Governance Guidelines and other policies and governing documents of the Company and recommends revisions as appropriate, (ii) any potential conflicts of interest of independent directors, (iii) related person transactions, and (iv) determines director independence, and makes recommendations to the Board of Directors regarding director independence. The Corporate Governance and Nominating Committee held three meetings in Fiscal 2021. The Board of Directors has determined that all of the members of the Corporate Governance and Nominating Committee are independent within the applicable NYSE American listing standards.

The Corporate Governance and 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.

FISCAL 2021 COMPENSATION FOR NON-EMPLOYEE DIRECTORS

Annual compensation for non-employee directors for Fiscal 2021 was comprised of cash and equity compensation, consisting of awards of fully vested restricted shares of Class B Common Stock. Perry Davis, Irwin Katsof, Allan Grafman and Christopher McGurk were the only non-employee directors during Fiscal 2021, all of whom served as non-employee directors during all of Fiscal 2021. Each of Messrs. Davis, Katsof, Grafman and McGurk is a current non-employee director.

Until March 11, 2021, each non-employee director of the Company who attended at least 75% of the meetings of the Board of Directors during a calendar year received an annual cash retainer of $12,000. Such payment was made in January of the calendar year following attendance of at least 75% of the Board of Directors meetings during the preceding year, and is pro-rated for non-employee directors who join the Board of Directors or depart from the Board of Directors during the prior year, if such director attended 75% of the applicable Board of Directors meetings for such partial year. The Company’s Chief Executive Officer was authorized, in his discretion, to waive the requirement of 75% attendance by a director to receive the annual retainer in the case of mitigating circumstances. The Compensation Committee periodically reviews our director compensation practices.

On March 11, 2021, the Compensation Committee (1) increased the above-described $12,000 cash retainer to $18,000, resulting in the payment made in January 2022 to each non-employee director to be $18,000 instead of $12,000, (2) authorized the grant to each non-employee director of fully vested restricted shares of our Class B common stock issued pursuant to the Company’s 2019 Plan valued at $6,000 based on the closing stock trading price of our Class B common stock on March 10, 2021, resulting in 1,500 shares being issued to each non-employee director, for service provided in calendar 2021, and (3) from and after January 5, 2022, each non-employee director is or was entitled to receive a grant of fully vested restricted shares of our Class B common stock issued pursuant to the 2019 Plan valued at $6,000 based on the average of the high and low stock trading price of our Class B common stock on the business day immediately prior to the grant date, for service to be provided in forthcoming calendar year.

During Fiscal 2021, the Company granted, pursuant to the 2019 Plan, 1,500 fully vested restricted shares of Class B Common Stock on March 11, 2021 to each of Messrs. Davis, Katsof, Grafman and McGurk for service as a non-employee director during calendar 2021. In addition, each of Messrs. Davis, Katsof, Grafman and McGurk were paid $18,000 for service as a non-employee director during calendar 2021,

Director Board Retainers

Other than as described above, a retainer is not paid for serving as a non-employee director.

Committee Fees

Non-employee directors do not receive fees for committee service or serving as chairs of committees.

Lead Independent Director

The Lead Independent Director (currently Mr. Davis) does not receive an additional fee for serving in such position.

Fiscal 2021 Director Compensation Table

The following table lists Fiscal 2021 compensation for any person who served as a non-employee director during Fiscal 2021. This table does not include compensation to Howard S. Jonas, Sanford R. Climan or Amy Jonas, as they were not non-employee directors and did not receive any compensation for their service as directors.

Name	Dates of Board Service During Fiscal 2021	Fees Earned or Paid in Cash ($)		Stock Awards ($)		All Other Compensation ($)	Total ($)
Perry Davis	11/01/2020 – 10/31/2021	18,000	(1)	5,850	(2)	0	23,850
Irwin Katsof	11/01/2020 – 10/31/2021	18,000	(1)	5,850	(2)	0	23,850
Allan Grafman	11/01/2020 – 10/31/2021	18,000	(1)	5,850	(2)	0	23,850
Christopher McGurk	11/01/2020 – 10/31/2021	18,000	(1)	5,850	(2)	0	23,850

____________

(1) Represents the annual Board of Directors retainer earned in Fiscal 2021.

(2) Represents the grant date fair value of awards of 1,500 fully vested restricted shares of Class B Common Stock issued on March 11, 2021 computed in accordance with FASB ASC Topic 718.

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 and Nominating 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 and Nominating Committee with input from the Company’s management and advisors. Transactions that fall within the definition are considered by the Corporate Governance and Nominating Committee for approval or other action. Based on its consideration of all of the relevant facts and circumstances, the Corporate Governance and Nominating 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 and Nominating Committee at its next regularly scheduled meeting or to the Chairman of the Corporate Governance and Nominating Committee prior to such meeting. The Corporate Governance and Nominating Committee will evaluate all options available, including revision or termination of such transaction.

Transactions with Related Persons, Promoters and Certain Control Persons; Certain Relationships

On July 14, 2020, the Company and Howard S. Jonas, the Company’s Chairman of the Board, executed a share purchase agreement pursuant to which the Company agreed to sell all of the stock of CTM Media Group Inc. (“CTM”) to Mr. Jonas or his assignee (the “CTM Sale”) for (i) the cancelation of $3.75 million of indebtedness owed to Mr. Jonas by the Company, (ii) a contingent payment of up to $3.25 million based upon a recovery of quarterly revenues of CTM to 90% of its fiscal 2019 levels during the 18-month period following the closing of the CTM Sale, and (iii) a contingent payment if CTM is sold within 36 months from the closing of the CTM Sale for more than $4.5 million. Prior to executing the share purchase agreement, the Company obtained a third-party’s valuation of CTM and a fairness opinion that stated the consideration being received by the Company in the CTM Sale was fair. In addition to the Company’s Board of Directors approving the CTM Sale, the Audit Committee of the Board of Directors, which is comprised entirely of independent directors, approved the CTM Sale in compliance with the Company’s Statement of Policy with respect to Related Person Transactions. The CTM Sale closed on February 15, 2021.

On August 21, 2018, the Company entered into a loan agreement with Howard S. Jonas, the Company’s Chairman of the Board (who, at the time was also the Company’s Chief Executive Officer and majority stockholder) for $5,000,000. Interest accrued at prime rate plus 1% and the loan had a maturity date of August 20, 2022. Payment of principal and interest were payable from 70% of the Free Cash Flow, as defined in the loan agreement, of CTM. All outstanding shares of CTM stock were pledged as security under the agreement. On December 1, 2019, the Company amended the agreement providing that up to 60% of the interest due may, at the option of the Company, be paid in shares of Class B common stock (and the remaining amount in cash) with such shares valued based on the average closing prices for the Class B common stock on the ten trading days immediately prior to the applicable interest due date. The shares issued in connection with the loan interest was 63,255. Interest on the loan was due and payable quarterly. In conjunction with the loan, the Company issued the Chairman a warrant to purchase up to 89,243 shares of the Company’s Class B Common Stock at a price per share of $42.02. The warrant expires August 21, 2023. On July 13, 2020, $1,250,000 of the loan was converted into 314,070 shares of Class B Common Stock. On February 15, 2021, the Company closed the CTM Sale and since the cancelation of the indebtedness was the purchase price the Company wrote down the principal balance of the loan of $3,750,000 to $0.

On August 6, 2021, the Company closed a registered public offering of its Class B common stock underwritten by EF Hutton, division of Benchmark Investments, Inc. In the offering, the HSJ 2020 IDT Annuity Trust, an affiliate of Howard S. Jonas, the Company’s Chairman of the Board, purchased 640,000 shares of the Company’s Class B common stock for a price per share of $3.60 for an aggregate purchase price of $2,304,000.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Company’s Class B common stock (“Class B Common Stock”) and the Company’s Class C common stock (“Class C 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 B Common Stock or Class C Common Stock, (ii) each of the Company’s directors, and Named Executive Officers (who are listed in the “Executive Compensation” section, 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 and except as otherwise noted, the address of the referenced individual is c/o IDW Media Holdings, Inc. 520 Broad Street, Newark, New Jersey 07102.

Unless otherwise noted, the security ownership information provided below is given as of the close of business on February 22, 2022 and all shares are owned directly. Percentage ownership information is based on the following number of outstanding shares: 12,430,676 shares of Class B Common Stock and 545,360 shares of Class C Common Stock. In computing the number of shares of Class B Common Stock beneficially owned by a person and the percentage ownership of that person, we considered shares of Class B Common Stock subject to options and warrants held by that person that are currently exercisable or exercisable within sixty days of February 22, 2022.

Name	Number of Shares of Class C Common Stock	Percentage of Ownership of Class C Common Stock		Number of Shares of Class B Common Stock		Percentage of Ownership of Class B Common Stock		Percentage of Aggregate Voting Power δ
Howard S. Jonas				2,562,541	(1)	20.3	%	8.2	%
The Liora Jonas Stein 2020 Florida Trust, Alan Grayson, Trustee, dd. 04/06/2020(2)	68,170	12.5	%	148,549		1.2	%	7.6	%
The Michael Jonas 2020 New Jersey Trust, Mark Berger, Trustee, dd. 04/06/2020(2)	68,170	12.5	%	148,549		1.2	%	7.6	%
The Miriam Jonas 2020 New Jersey Trust, Liore Alroy, Trustee, dd. 04/06/2020(2)	68,170	12.5	%	148,549		1.2	%	7.6	%
The Samuel Jonas 2020 New Jersey Trust, Jason Cyrulnik, Trustee, dd. 04/06/2020(2)	68,170	12.5	%	148,549		1.2	%	7.6	%
The Jonathan Jonas 2020 South Dakota Trust, Bridgeford Trust Company, Trustee, dd. 04/06/2020(2)	68,170	12.5	%	148,549		1.2	%	7.6	%
The Joseph Jonas 2020 Alaska Trust, Peak Trust Company – Ak, Trustee, dd. 04/06/2020(2)	68,170	12.5	%	148,549		1.2	%	7.6	%
The Rachel Jonas 2020 Nevada Trust, Premier Trust, Inc., Trustee, dd. 04/06/2020(2)	68,170	12.5	%	148,548		1.2	%	7.6	%
The Tamar Jonas 2020 Nevada Trust, Peak Trust Company – Nv, Trustee, dd. 04/06/2020(2)	68,170	12.5	%	148,548		1.2	%	7.6	%
Entities affiliated with Nantahala Capital Management, LLC, 130 Main Street 2nd Floor, New Canaan, CT 06840				1,229,243	(3)(4)	9.9	%	4.3	%
Raging Capital Master Fund, Ltd., 10 Princeton Avenue, Rocky Hill, NJ 08553				828,725	(3)(5)	6.7	%	2.9	%

Name

Number of
Shares of
Class C
Common
Stock

Percentage of
Ownership
of Class C
Common
Stock

Number of
Shares of
Class B
Common
Stock

Percentage of
Ownership
of Class B
Common
Stock

Percentage of
Aggregate
Voting
Power δ

Ezra Y. Rosensaft

66,002

(6)

*

Brooke T. Feinstein

1,667

(7)

*

Sanford R. Climan

40,514

(7)

*

Perry Davis

4,399

*

Allan I. Grafman

7,399

*

Irwin Katsof

4,399

*

Marc E. Knoller

105,434

*

Amy Jonas

0

—

Christopher McGurk

4,399

*

Karina Fedasz

167

*

All directors, Named Executive Officers and executive officers as a group
(11 persons)

2,796,921

22.0

%

8.7

%

____________

* Less than 1%.

δ Voting power represents combined voting power of our Class C Common Stock (three votes per share) and our Class B Common Stock and Preferred Stock (one-tenth of one vote per share). Excludes stock options and warrants.

(1) Consists of (i) 2,342,712 shares of Class B Common Stock held by the HSJ 2020 IDT Annuity Trust, (ii) 32,000 shares of Class B Common Stock owned by the Jonas Foundation, (iii) 250 shares of Class B Common Stock beneficially owned by a custodial account for the benefit of a child of Mr. Jonas (of which Mr. Jonas is the custodian), and (iv) warrants to purchase up to 89,243 shares of Class B Common Stock at a price per share of $42.02 and up to 98,336 shares of Class B Common Stock at a price per share of $26.44. Does not include (a) an aggregate of 1,766,511 shares of Class B Common Stock beneficially owned by trusts for the benefit of the children of Mr. Jonas, as Mr. Jonas does not exercise or share investment control of these shares and (b) 105,550 shares of Class B Common Stock owned by the Howard S. & Deborah Jonas Foundation, as Mr. Jonas does not beneficially own these shares.

(2) Shares of Class B Common Stock and Class C Common Stock held by the trusts for the benefit of Mr. Jonas’ children were transferred from Mr. Jonas on April 6, 2020 and Mr. Jonas is the trustor of the trusts with the power to replace the trustee.

(3) According to the applicable Schedule 13G as filed with the Securities and Exchange Commission by the applicable beneficial owner.

(4) Amounts include the shares of Class B Common Stock held by managed funds and/or separate accounts affiliated with Nantahala Capital Management, LLC. Nantahala Capital Management, LLC is a registered investment adviser and has been delegated the legal power to vote and/or direct the disposition of such shares as a general partner or investment manager and would be considered the beneficial owner of such shares. The above shall not be deemed to be an admission by the record owners that they are themselves beneficial owners of these securities for purposes of Section 13(d) of the Exchange Act or any other purpose. Wilmot Harkey and Daniel Mack are managing members of Nantahala Capital Management, LLC and may be deemed to have voting and dispositive power over the reported shares.

(5) Includes 29,342 shares owned by William Martin directly, who has investment and voting control over the shares of Raging Capital Master Fund, Ltd.

(6) Consist of (i) 6,002 shares of Class B Common Stock held directly, and (ii) options to purchase 60,000 shares of Class B Common Stock that are currently exercisable or exercisable within sixty days of February 22, 2022.

(7) Consist of options to purchase shares of Class B Common Stock, all of which are currently exercisable or exercisable within sixty days of February 22, 2022.

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. Based on material provided to the Company, the Company believes that all such required reports were filed on a timely basis in Fiscal 2021, except for a Form 4 that was filed late by Howard S. Jonas on October 29, 2021.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the total compensation received by, or earned by, during Fiscal 2020 and Fiscal 2021 by our named executive officers, Ezra Y. Rosensaft, our Chief Executive Officer, Brooke T. Feinstein, our Chief Financial Officer, and Karina M. Fedasz, our former Chief Financial Officer (Fiscal 2021 only) (collectively, the “Named Executive Officers”).

Name and Principal Position	Fiscal Year	Salary ($)(1)	Bonus ($)(1)		Share Awards ($)	Option Awards ($)(2)		All other Compensation ($)		Total ($)
Ezra Y. Rosensaft	2021	440,000	225,000	(4)	—	—		27,403	(5)	692,403
Chief Executive Officer(3)	2020	310,000	213,000	(6)	—	357,763	(7)	60,330	(8)	941,093

Brooke T. Feinstein	2021	184,231	90,000	(10)	—	20,700	(11)	11,224	(12)	306,155
Chief Financial Officer(9)	2020	132,250	20,000	(13)	—	7,500	(14)	—		159,750

Karina M. Fedasz	2021	179,846	25,000	(16)	—	94,500	(17)	60,016	(18)	359,362
Former Chief Financial Officer(15)

____________

(1) The Company’s executive compensation structure is designed to attract and retain qualified and motivated personnel and align their interests with those of the Company and its stockholders. The Named Executive Officers are awarded bonuses and/or equity awards based on certain accomplishments in respect of the relevant fiscal year. The Company does not target any specific proportion of total compensation in setting annual base salary, bonus compensation and equity awards. Cash bonuses include amounts paid in a subsequent fiscal year for services provided during the fiscal year in question. Executive officers are eligible for bonuses, in cash or equity, as determined by the Compensation Committee. Except as provided for in agreements that the Company may enter into with its executive officers, any bonus compensation to executive officers will be determined by our Compensation Committee based on factors it deems appropriate, including, without limitation, the achievement of specific performance targets and our financial and business performance.

(2) The amounts shown in this column reflect the aggregate grant date fair value of option awards computed off the average common stock price on the grant date in accordance with FASB ASC Topic 718.

(3) Ezra Y. Rosensaft has served as Chief Executive Officer since July 2020 and served as Chief Financial Officer from August 2018 until September 2020.

(4) Consists of (i) a cash bonus of $75,000 paid to Ezra Y. Rosensaft on or about January 24, 2022 for services performed in Fiscal 2021; and (ii) a cash bonus of $150,000 paid to Mr. Rosensaft on or about January 7, 2022 for services performed in Fiscal 2021.

(5) Consists of payments to Ezra Y. Rosensaft for unused and accrued paid time off ($17,917), automobile allowance ($8,000) and matching contributions to the Company’s 401(k) Plan ($1,486).

(6) Consists of (i) a cash bonus of $75,000 paid to Ezra Y. Rosensaft on or about February 7, 2020, (ii) a cash bonus of $50,000 paid to Mr. Rosensaft on or about July 16, 2020, and (iii) a cash bonus of $88,000 paid to Mr. Rosensaft on or about January 21, 2021 for services performed in Fiscal 2020.

(7) Consists of the value of (i) a grant to Ezra Y. Rosensaft on January 23, 2020 of an option to purchase up to 25,000 shares of Class B Common Stock, which has a 10-year term, an exercise price of $10.50 per share and the following vesting schedule: 10,000 immediately upon grant and 5,000 on each of January 23, 2021, January 23, 2022 and January 23, 2023, and (ii) a grant to Mr. Rosensaft on July 14, 2020 of an option to purchase up to 120,000 shares of Class B Common Stock, which has a 10-year term, an exercise price of $3.98 per share and the following vesting schedule: 40,000 on each of July 14, 2021, July 14, 2022 and July 14, 2023.

(8) Consists of payments to Ezra Y. Rosensaft for unused and accrued paid time off.

(9) Brooke T. Feinstein has served as Chief Financial Officer since September 2021 and served as Chief Accounting Officer from July 2020 until September 2021.

(10) Consists of (i) a cash bonus of $15,000 paid to Brooke T. Feinstein on or about June 9, 2021, (ii) a cash bonus of $25,000 paid to Ms. Feinstein on or about September 1, 2021; and (iii) a cash bonus of $50,000 paid to Ms. Feinstein on or about November 16, 2021 for services performed in Fiscal 2021.

(11) Consists of the value of a grant to Brooke T. Feinstein on June 9, 2021 of an option to purchase up to 10,000 shares of Class B Common Stock, which has a 10-year term, an exercise price of $4.00 per share and vests as follows: 3,334 on June 9, 2022 and 3,333 on each of June 9, 2023 and June 9, 2024.

(12) Consists of matching contributions to the Company’s 401(k) Plan.

(13) Consists of a cash bonus paid to Brooke T. Feinstein of $20,000 on or about January 21, 2021 for services performed in Fiscal 2020.

(14) Consists of the value of a grant to Brooke T. Feinstein on September 10, 2020 of an option to purchase up to 5,000 shares of Class B Common Stock, which has a 10-year term, an exercise price of $3.35 per share and vests as follows: 1,667 on each of September 10, 2021 and September 10, 2022 and 1,666 on September 10, 2023.

(15) Karina M. Fedasz served as Chief Financial Officer from January 2021 through September 2021.

(16) Consists of a cash bonus paid to Karina M. Fedasz of $25,000 on or about January 21, 2021.

(17) Consists of the value of a grant to Karina M. Fedasz on January 26, 2021 of an option to purchase up to 50,000 shares of Class B Common Stock, which had a 10-year term, an exercise price of $4.285 per share and vesting as follows: 16,667 on each of February 15, 2022 and February 15, 2023 and 16,666 on February 15, 2024.

(18) Consists of severance payments to Karina M. Fedasz ($55,169) and matching contributions to the Company’s 401(k) Plan ($4,846).

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 2021.

	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)
Ezra Y. Rosensaft	20,000	5,000	10.50	01/23/2030	—	—
	40,000	80,000	3.98	07/14/2030	—	—
Brooke T. Feinstein	1,667	3,333	3.35	09/09/2030	—	—
	—	10,000	4.00	06/08/2031	—	—

PROPOSALS REQUIRING YOUR VOTE

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Pursuant to the Company’s Fourth Restated Certificate of Incorporation, the authorized number of members of the Board of Directors will be set 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 seven. There are currently seven directors on the Board of Directors: Howard S. Jonas, Sanford R. Climan, Amy Jonas, Perry Davis, Allan I. Grafman, Irwin Katsof and Christopher McGurk. In addition, the Company’s Third Amended and Restated By-Laws enable the Board to appoint an ex-officio (non-voting) director to serve on the Board, and Marc E. Knoller was elected to serve in this capacity on December 3, 2021. The stockholders are not being asked to vote on Mr. Knoller’s appointment as an ex-officio (non-voting) director. The current terms of all of the serving directors expire at the Annual Stockholders Meeting. All of the current directors are standing for re-election at the Annual Stockholders Meeting.

The nominees to the Board of Directors are Howard S. Jonas, Sanford R. Climan, Perry Davis, Allan I. Grafman, Amy Jonas, Irwin Katsof and Christopher McGurk, 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 2023 annual meeting of stockholders, or until his successor is duly elected and qualified or until his earlier resignation or removal. A majority of the votes cast at the Annual Stockholders Meeting shall elect each director. Stockholders may not vote for more than seven 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 Corporate Governance and Nominating Committee and the Board of Directors considered when determining that each nominee should serve as a director.

Howard S. Jonas has served as our Chairman of the Board since our inception and served as our Chief Executive Officer from February 2019 through April 2020. Mr. Jonas founded IDT Corporation in August 1990, and has served as its Chairman of the Board of Directors since its inception. Mr. Jonas served as Chief Executive Officer of IDT from October 2009 through December 2013 and from December 1991 until July 2001. IDT spun off the Company to its stockholders in September 2009. Mr. Jonas is also the founder and has been President of Jonas Media Group (formerly Jonas Publishing) since its inception in 1979. From January 2014 until November 2017, Mr. Jonas 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. From June 2016 to November 2016, Mr. Jonas served as the Chairman of the Board of Zedge, Inc., a former subsidiary of IDT that was spun off to stockholders in June 2016. Mr. Jonas has served as the Vice Chairman of Zedge, Inc. since November 2016. Mr. Jonas also has served as the Chairman of the Board of Rafael Holdings, Inc., a former subsidiary of IDT that was spun off to stockholders in March 2018, since the spin-off, and also as the Chief Executive Officer until May 2021. Mr. Jonas has been a director of Rafael Pharmaceuticals, Inc. (f/k/a Cornerstone Pharmaceuticals) since April 2013 and was appointed Chairman of the Board in April 2016. Mr. Jonas received his 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, Mr. Jonas brings to the Board significant knowledge of all aspects of our Company and each of the industries in which it operates. In addition, having Mr. Jonas on the Board provides our Company with effective leadership.

Sanford R. Climan, has been the Company’s Vice Chairman and a director of the Company since December 2021. Mr. Climan serves as Chief Executive Officer of Entertainment Media Ventures, Inc., a strategic advisory and media investment company founded by Mr. Climan in 1999. Mr. Climan serves on several charitable boards, including The American Cinematheque, the UCLA School of Theater, Film, and Television, and the UCLA Longevity Center of the Semel Institute for Neurosciences and Human Behavior. From 2008-2012, Mr. Climan served as a member of the Advisory Committee to the Director of the Centers for Disease Control and Prevention. For over twenty years, Mr. Climan served on the board of The Fulfillment Fund, the leading organization for

mentoring at-risk public high school students in Los Angeles. Mr. Climan was awarded an Ellis Island Medal of Honor in 2018 and serves as a member of the Advisory Committee to the Ellis Island Honors Society. Mr. Climan holds an MBA from Harvard Business School, an SM in Health Policy and Management from the Harvard T.H. Chan School of Public Health and received an A.B. in Chemistry from Harvard College.

Key Attributes, Experience and Skills:

Mr. Climan has had a long and successful career in the film and television industry which provides invaluable guidance and oversight for IDW Entertainment business. In addition, Mr. Climan has extensive business experience managing and overseeing operations of a growing business.

Perry Davis has been a director of the Company since August 2009. Mr. Davis is a partner at Perry Davis Associates, Inc. (PDA), an international consulting firm providing management and development assistance to non-profit organizations. Mr. Davis is a founder of PDA and has been its President since 1986. Mr. Davis received his B.A. in Political Science from Yeshiva College and his Ph.D. in Public Law and Government from Columbia University.

Key Attributes, Experience and Skills:

Mr. Davis has extensive experience providing management advice to entities of different sizes and provides input to the Company’s management on organizational and other matters. His long tenure with the Company provides important perspective on the Company’s future development.

Allan I. Grafman has been a director of the Company since May 2019. Mr. Grafman has served since 1996 as founder and Chief Executive Officer of All Media Ventures, which provides executive, board and advisory services to media and technology companies. Since July 2020, Mr. Grafman has served on the Board of HappyNest REIT, Inc., a real estate investment trust. Mr. Grafman served as Chairman of the Board of Majesco from 2007 to 2014. From 2005 to 2013, Mr. Grafman served as Operating Partner of Mercury Capital. From 2003 to 2005, Mr. Grafman served as President of Archie Comics. Previous executive roles included those at Hallmark Entertainment, Tribune Entertainment and CCB/ABC/Disney. He has served on 12 boards of companies that are either publicly traded or private equity/venture capital-sponsored. Mr. Grafman received his B.A. in Russian Language and literature from Indiana University (Phi Beta Kappa), his Masters in International Affairs from Columbia University (International Fellow) and his MBA in Finance from Columbia University (Beta Gamma Sigma).

Key Attributes, Experience and Skills:

As having previously served on 12 boards of directors of both public and private companies, Mr. Grafman brings significant experience as a board member in addition to his experiences as a media operating executive and investment banker for growth, turnaround, VC and PE portfolio companies. Mr. Grafman is an innovator known for monetizing content, brands and intellectual property for investors and companies, domestic and international, public and private.

Amy Jonas has been a director of the Company since October 2021. Ms. Jonas currently owns and serves as President of IGM Brokerage Corporation, an insurance brokerage firm located in Bronx, New York, and has been in its employ since January 2010. Prior to that, Ms. Jonas served as the Director of Brand Marketing & Communications for CIT Group in New York, New York, at which she developed, managed and executed a comprehensive marketing and communications program for start-up businesses. Ms. Jonas holds a Bachelor of Arts from Barnard College, Columbia University, from which she graduated cum laude.

Key Attributes, Experience and Skills:

Ms. Jonas brings extensive experience in managing growing businesses and adds additional diversity to the Board.

Irwin Katsof has been a director of the Company since October 2010. Mr. Katsof is the founder and the President of Global Capital Associates, Inc. In 2014, Mr. Katsof formed TradeMissions.Org, which has organized more than 30 international trade missions in partnership with the U.S. Department of Commerce to countries including Brazil, Canada, Switzerland, Germany, Israel, Singapore, India, the United Kingdom, Sweden, and

Hong Kong. From 2010 to present, Mr. Katsof has also been Executive Director of America’s Voices In Israel, which arranges weeklong, all-expense paid trips to Israel for celebrities and athletes, including from broadcast shows such as House MD, Scandal, Grey’s Anatomy, Hawaii Five-O and athletes such as NFL Quarterback Deshaun Watson and NBA Hall of Famer Ray Allen. Mr. Katsof received his B.A. in Psychology and Organizational Development from Loyola College — Concordia University, Montreal and his Rabbinical Ordination from Yeshivat Aish Hatorah, Jerusalem. Mr. Katsof also completed his Series 7 exams.

Key Attributes, Experience and Skills:

Mr. Katsof’s breadth of experience brings important perspectives to the Company’s Board. He has important contacts in the entertainment, publishing and other industries as well as in the public sector. His skills in interpersonal relationships and working with disparate groups is useful in enabling the Company’s business units to work in a collaborative and mutually beneficial manner.

Christopher McGurk has been a director of the Company since December 2019. Mr. McGurk has served as Chairman of the Board and Chief Executive Officer of Cinedigm Corp., NASDAQ-listed digital distribution and streaming channel company, since 2011. Mr. McGurk currently serves on the Strategic Advisory Board of LIVX, a NASDAQ-listed music streaming Company. Mr. McGurk also serves on the Board of Directors of the Creative Coalition and ASPIRE (Academy for Special Purpose in Responsible Entertainment). Mr. McGurk was the founder and CEO of Overture Films from 2006 until 2010 and was also CEO of Anchor Bay Entertainment, which distributed Overture Films’ product to the home entertainment industry. From 1999 to 2005, McGurk was Vice Chairman of the Board and Chief Operating Officer of Metro-Goldwyn-Mayer Inc. (“MGM”), acting as the company’s lead operating executive until MGM was sold for approximately $5 billion to a consortium of investors. Mr. McGurk joined MGM from Universal Pictures, where he served in various executive capacities, including President and Chief Operating Officer, from 1996 to 1999. From 1988 to 1996, McGurk served in several senior executive roles at The Walt Disney Studios, including Studios CFO and President of The Walt Disney Motion Picture Group. McGurk has previously served on the boards of BRE Properties, Inc., DivX Inc., DIC Entertainment, Pricegrabber.com, LLC and MGM Studios, Inc. Mr. McGurk received his B.S. (summa cum laude) from Syracuse University School of Management, and his MBA from the University of Chicago Graduate School of Business.

Key Attributes, Experience and Skills:

In addition to Mr. McGurk’s service on the board of directors of six major corporations, Mr. McGurk has had a long and successful career in the film and television industry which provides invaluable guidance and oversight for IDW Entertainment business.

The Board of Directors has no reason to believe that any of the persons named above will be unable or unwilling to serve as a director, if elected.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ELECTION OF THE NOMINEES NAMED ABOVE.

Executive Officers, Directors, Director Nominees and Named Executive Officers

The executive officers, directors, director nominees and Named Executive Officers of the Company are as follows:

Name	Age	Position
Ezra Y. Rosensaft	50	Chief Executive Officer and Named Executive Officer
Brooke T. Feinstein	32	Chief Financial Officer and Named Executive Officer
Howard S. Jonas	65	Chairman of the Board
Sanford R. Climan	65	Director
Perry Davis	73	Director
Allan I. Grafman	68	Director
Amy Jonas	57	Director
Irwin Katsof	66	Director
Marc E. Knoller	61	Ex Officio (non-voting) Director
Christopher McGurk	65	Director
Karina M. Fedasz	49	Former Chief Financial Officer and Named Executive Officer

Set forth below is biographical information with respect to the Company’s current executive officers:

Ezra Y. Rosensaft, CFA, has been the Company’s Chief Executive Officer since July 2020. He was previously the Chief Financial Officer from August 2018 until September 2020, and prior to that, the Executive Vice President of Finance of the Company’s IDW Entertainment division from November 2017 until August 2018. Immediately prior to joining the Company, Mr. Rosensaft worked in the Corporate Development and Financial Planning & Analysis groups of Genie Energy (NYSE: GNE) from 2016 to 2017. From 2002 to 2015, Mr. Rosensaft served as SVP of Financial Planning & Analysis at HBO, a division of Time Warner, now Warner Media owned by AT&T (NYSE: T; previously, NYSE: TWX) and was responsible for HBO’s finance and strategy functions, overseeing budgets, long-term plans, financial operations for content and original programming, theatrical output deals, corporate development, competitive analysis, investor relations with parent company, Time Warner, and creating innovative business models such as HBO’s over-the-top strategy (HBO OTT). Mr. Rosensaft was integrally involved in the financial oversight and growth of HBO’s Emmy-award winning original programming slate including shows such as Curb Your Enthusiasm, Sex and the City, Sopranos, and Game of Thrones. Prior to his tenure at HBO, Mr. Rosensaft held positions at Primedia (NYSE: PRM), a B2B and B2C media company, and KPMG LLP. Mr. Rosensaft holds a BSc in Accounting from Yeshiva University, an MBA in Finance from Fordham University and is a CFA charterholder.

Brooke T. Feinstein has been the Company’s Chief Financial Officer, Treasurer and Corporate Secretary since September 2021. Prior to that, Ms. Feinstein was the Company’s Chief Accounting Officer from July 2020 to September 2021; and immediately prior to that she was its Controller since November 2018. Before joining the Company, she worked as a Supervisor in the auditing and accounting quality control department at Buchbinder Tunick & Company LLP from 2016 to 2018. From 2012 to 2015, Ms. Feinstein worked at Grant Thornton LLP as a Senior Accountant. Ms. Feinstein has her BBA from Wilfrid Laurier University; she is a Certified Public Accountant (CPA) and also is a Chartered Professional Accountant (CPA) in Canada.

Relationships among Directors or Executive Officers

Howard S. Jonas and Amy Jonas are siblings. There are no other familial relationships among any of the directors or executive officers of the Company.

PROPOSAL NO. 2

APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2019
STOCK OPTION AND INCENTIVE PLAN

The Company’s stockholders are being asked to approve an amendment to the Company’s 2019 Stock Option and Incentive Plan (the “2019 Plan”) that will: (a) increase the number of shares of the Company’s Class B common stock available for the grant of awards thereunder by 1,850,000. The Board of Directors adopted the proposed amendment to the 2019 Plan on November 8, 2021 (with respect to 650,000 shares) and January 13, 2022 (with respect to 1,200,000 shares), each subject to stockholder approval at the Annual Stockholders Meeting.

On January 13, 2022, the Compensation Committee approved a grant under to the 2019 Plan (effective upon the execution of an employment agreement, and following stockholder appr

SEC Form DEF 14A filed by IDW Media Holdings