DEF: Coffee Holding Co. Sets 2025 Annual Meeting Agenda

Sentiment:

Proxy Statement 29 October 2025 4:30 PM

Coffee Holding Co., Inc. announces its 2025 Annual Meeting of Stockholders to be held virtually on December 16, 2025, to vote on director elections, auditor ratification, and executive compensation.

Better than expectedNet income for fiscal year 2024 was $2,218,014, a substantial improvement from a net loss of $(835,576) in fiscal year 2023.The value of an initial $100 investment based on Total Stockholder Return (TSR) improved from $30.70 at the end of fiscal year 2023 to $87.79 at the end of fiscal year 2024.

Summary

The 2025 Annual Meeting of Stockholders will be held virtually on Tuesday, December 16, 2025, at 3:00 p.m. Eastern Time.
Stockholders of record as of October 17, 2025, are entitled to vote at the Annual Meeting.
Proposals include the election of two directors, Gerard DeCapua and George F. Thomas, to serve three-year terms expiring at the 2028 annual meeting.
Stockholders will vote to ratify the appointment of CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending October 31, 2025.
An advisory vote on executive compensation and an advisory vote on the frequency of future executive compensation votes (Board recommends annually) will also take place.
Net income for fiscal year 2024 was $2,218,014, a significant improvement from a net loss of $(835,576) in fiscal year 2023.
Andrew Gordon, President and CEO, received a base salary of $288,000 in 2024 and waived a $20,000 bonus; his 2025 salary is set at $450,000.
David Gordon, Executive Vice President Operations, received a base salary of $268,000 in 2024 and waived a $15,000 bonus; his 2025 salary is set at $265,400.
Total shares of common stock outstanding as of October 17, 2025, were 5,708,599.
Audit fees increased from $150,000 in 2023 to $265,000 in 2024.

Sentiment

Score: 7

Explanation: The company demonstrated a strong financial turnaround in 2024, moving from a net loss to a significant net income, and improved its Total Stockholder Return. Executive officers also waived bonuses, which can be viewed positively. However, the notable increase in audit fees and the expiration of the equity compensation plan for new grants introduce some cautionary elements.

Positives

Net income for fiscal year 2024 was $2,218,014, representing a substantial turnaround from a net loss of $(835,576) in fiscal year 2023.
The value of an initial $100 investment based on Total Stockholder Return (TSR) improved from $30.70 at the end of fiscal year 2023 to $87.79 at the end of fiscal year 2024.
Executive officers Andrew Gordon and David Gordon waived their 2024 bonuses of $20,000 and $15,000, respectively, demonstrating a commitment to company resources.
The Board of Directors unanimously recommends voting FOR all proposals, including the re-election of directors and the ratification of the independent auditor.
All directors serving during fiscal year 2024 attended at least 75% of Board and committee meetings, indicating strong engagement and oversight.

Negatives

The company's Total Stockholder Return (TSR) for an initial $100 investment resulted in a value of $87.79 at the end of fiscal year 2024, indicating a loss from the initial investment.
Audit fees increased significantly from $150,000 in 2023 to $265,000 in 2024, representing a 76.7% increase.
The 2013 Equity Compensation Plan no longer allows for new grants since February 2023, limiting future equity incentives for employees and executives.

Risks

The company's relatively small size compared to publicly traded competitors may present challenges in market positioning and resource allocation.
Holding the Annual Meeting solely in a virtual format may lead to technical difficulties for some stockholders, potentially impacting participation.
The expiration of the 2013 Equity Compensation Plan for new grants could impact the company's ability to attract and retain executive talent through long-term equity incentives.
The company bears the financial cost of a 20% excise tax on certain excess parachute payments in the event of a change in control, which cannot be claimed as a federal income tax deduction.

Future Outlook

The filing primarily outlines the agenda for the upcoming 2025 Annual Meeting, including the re-election of directors and the ratification of auditors. It also details executive compensation for the past fiscal year and sets salaries for fiscal year 2025. The Board recommends an annual frequency for future advisory votes on executive compensation. No explicit forward-looking guidance on financial performance or strategic initiatives beyond these governance matters is provided.

Management Comments

"We thank you for your continued support and look forward to speaking with you at the Annual Meeting." Andrew Gordon, President and Chief Executive Officer.
"The Board of Directors recommends that you vote FOR each of the proposals at this year's Annual Meeting."
"We believe Mr. Gordon's extensive experience with, and institutional knowledge of, Coffee Holding and the industry is an integral contribution to Coffee Holding's current successes and its ability to grow and flourish in the industry." (Regarding Andrew Gordon)
"We believe Mr. Gordon's extensive institutional knowledge and leadership are invaluable to Coffee Holding's current and future successes." (Regarding David Gordon)
"Our decision to hold the Annual Meeting in a virtual format relates only to the 2025 Annual Meeting at this time."

Industry Context

The company operates within the coffee industry, with several directors possessing extensive experience in green coffee procurement, trading, and quality analysis, including a charter membership in the Specialty Coffee Association of America (SCAA). The filing notes the company's relatively small size compared to its publicly traded competitors, influencing its board leadership structure. The focus is on internal governance and compensation practices rather than broader industry trends or competitive positioning.

Comparison to Industry Standards

The company's leadership structure, with Andrew Gordon serving as both principal executive officer and chairman, is deemed appropriate by the Board given Coffee Holding's relatively small size compared to its publicly traded competitors.
The Compensation Committee aims for executive compensation levels to be competitive with those typically paid by companies in its peer group.
The company's corporate governance initiatives are stated to comply fully with the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC and Nasdaq Stock Market LLC.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Re-nomination of Directors	Gerard DeCapua and George F. Thomas have been re-nominated for election to the Board of Directors for a three-year term expiring at the 2028 annual meeting.	2025-12-16	Ensures continuity and stability on the Board with experienced members, maintaining the current board composition and expertise.
Virtual Annual Meeting Format	The 2025 Annual Meeting will be held solely by means of remote communication via the Internet, eliminating in-person attendance.	2025-12-16	Increases accessibility for stockholders to participate regardless of their physical location, but removes the option for direct in-person interaction.
Equity Compensation Plan Expiration	The 2013 Equity Compensation Plan no longer permits new grants after its 10th anniversary in February 2023.	2023-02-01	Limits the company's ability to issue new equity incentives, potentially impacting its long-term strategy for executive and employee retention and alignment of interests with stockholders.

Related Party Transactions

Payments to Caruso's Coffee Company, a 40% partner in Generations Coffee Company, LLC (GCC), for processing finished goods amounted to $0 in fiscal year 2024 and $56,851 in fiscal year 2023.
The joint venture with Generations Coffee Company, LLC was discontinued as of the fiscal period ended January 31, 2022.

Stakeholder Impact

**Shareholders**: Will participate in key governance decisions at the Annual Meeting, including director elections and executive compensation. They benefit from the company's return to net income in 2024.
**Employees**: Continue to be covered by a 401(k) Retirement Plan with company matching contributions. The expiration of the 2013 Equity Compensation Plan may affect future equity incentive opportunities.
**Management**: Executive officers' salaries for fiscal year 2025 have been set, with Andrew Gordon receiving a significant increase. Their employment agreements include severance benefits and tax indemnity payments in certain change-of-control scenarios.
**Auditors**: CBIZ CPAs P.C. has been re-appointed as the independent registered public accounting firm for fiscal year 2025, with a notable increase in audit fees from the previous year.

Next Steps

Stockholders are to vote on the election of directors, ratification of the independent auditor, and advisory votes on executive compensation and its frequency at the Annual Meeting on December 16, 2025.
The Audit Committee will investigate reasons and re-consider the auditor appointment if it is not ratified by stockholders.
The Compensation Committee will evaluate stockholder concerns and consider necessary actions if there is a significant vote against the Named Executive Officer compensation.
Stockholders wishing to include proposals in the 2026 annual meeting proxy statement must submit them by August 18, 2026.

Key Dates

Date	Description
1989-01-01	David Gordon began as Operating Manager at Coffee Holding Co., Inc.
1993-01-01	Andrew Gordon began as Vice President at Coffee Holding Co., Inc.
1995-01-01	David Gordon became Executive Vice President Operations, Secretary and Director.
1997-01-01	Andrew Gordon became President, Chief Executive Officer, Treasurer and Director.
1997-01-01	Gerard DeCapua became a director of Coffee Holding Co., Inc.
1998-01-01	Daniel Dwyer became a director of Coffee Holding Co., Inc.
2004-11-01	Andrew Gordon became Chief Financial Officer of Coffee Holding Co., Inc.
2005-01-01	Coffee Holding Co., Inc. Non-Qualified Deferred Compensation Plan for Named Executive Officers was established.
2005-01-01	Barry Knepper became a director of Coffee Holding Co., Inc.
2005-01-01	John Rotelli became a director of Coffee Holding Co., Inc.
2005-05-06	Andrew Gordon and David Gordon's employment agreements began with rolling five-year terms.
2013-01-01	Stockholders approved the 2013 Equity Compensation Plan.
2014-01-01	eGistics, Inc., where George F. Thomas was a director, was acquired by Top Image Systems, Ltd.
2016-02-01	George F. Thomas became a director of Coffee Holding Co., Inc.
2019-01-01	The Board determined to hold an advisory vote on executive compensation every year.
2022-11-01	Start of the period for related party transactions summary.
2023-01-31	The parties to the Generations Coffee Company, LLC joint venture agreed not to continue with it as of this fiscal period end.
2023-02-01	No new grants permitted under the 2013 Equity Compensation Plan after this date.
2023-10-31	Fiscal year end for 2023 financial data.
2024-10-31	Fiscal year end for 2024 financial data.
2025-01-31	Annual Report on Form 10-K for the fiscal year ended October 31, 2024, was filed with the SEC.
2025-10-17	Record Date for stockholders entitled to notice of and to vote at the 2025 Annual Meeting.
2025-10-29	Date of the Definitive Proxy Statement.
2025-12-16	Date of the 2025 Annual Meeting of Stockholders at 3:00 p.m. Eastern Time.
2026-08-18	Deadline for stockholder proposals to be included in the 2026 annual meeting proxy statement.
2028-01-01	Estimated term expiration for elected directors Gerard DeCapua and George F. Thomas.

Recommendation

hold

The company's significant turnaround from a net loss in 2023 to a substantial net income in 2024, coupled with an improved Total Stockholder Return, indicates positive operational momentum. However, this filing is primarily a proxy statement for routine annual meeting matters and lacks specific forward-looking strategic or operational guidance that would warrant a stronger recommendation. The increase in audit fees and the cessation of new equity grants under the existing plan are points to monitor. The substantial increase in the CEO's 2025 salary also warrants further scrutiny in future disclosures. Given the mixed signals and the nature of the filing, a 'hold' recommendation is appropriate as investors await more comprehensive financial and strategic updates.

Keywords

Coffee Holding, JVA, Proxy Statement, Annual Meeting, Corporate Governance, Executive Compensation, Director Election, Auditor Ratification, Financial Reporting, SEC Filing

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.