VOIP carrier
Net2Phone Inc. (Nasdaq: NTOP) is trimming its board of directors and changing CEOs, moves intended to create some independence from former parent company
IDT Corp. (NYSE: IDT).
CEO Stephen Greenberg will step down to become chairman of the board, with Liore Alroy taking the CEO seat. Alroy is a former attorney who has been working with VOIP companies of late; he was a consultant first for IDT and more recently for Net2Phone (see
Net2Phone Management Changes).
On Net2Phone's board, four of the 13 directors will step down: Steve Brown, Joyce Mason, Stephen Goldsmith, and Tony Werner. All changes will take effect Oct. 31.
The new board will consist of five independent directors and four who are employees of Net2Phone or IDT. The latter camp includes Howard Jonas, currently the chairman of Net2Phone, who will step down to the vice chairman position. He gets to keep his board seat because, well, he
founded the company.
Net2Phone executives say the changes will help bring more outsider influence into the board. Specifically, Brown, Mason, and Werner sit on the board of IDT and therefore didn't classify as independent board members.
Net2Phone spun out of IDT in 1999, and IDT still holds sway over the company. Here's the math: Net2Phone's largest shareholder is NTOP Holdings LLC, a partnership whose investors are IDT and
Liberty Media Corp. (NYSE: LMC). The partnership owns about 40 percent of Net2Phone's equity but roughly 57 percent of the voting rights.
"Not only on a voting basis but on a day-to-day-operations basis, they ran the company," says Ari Moses, an analyst with
Blaylock & Partners.
The ownership and voting rights haven't changed, but they will be counterbalanced by the new, more independent board, a Net2Phone spokeswoman says.
Recently, Net2Phone has begun offering VOIP services to cable MSOs in reseller deals, but Moses has noticed some cracks in the foundation of that plan. A recent win by
Sprint Corp. (NYSE: FON) could indicate that the model won't work out, he wrote in a report (see
Net2Phone Out2Dry?).
Moses still rates Net2Phone a Hold, but he thinks the changes in the board are a good sign of progress. "It's a step towards demonstrating the execution we've been waiting to see from them," he says.
— Craig Matsumoto, Senior Editor,
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