Joseph G. Caporella
NATIONAL BEVERAGEAbout Joseph G. Caporella
President of National Beverage Corp. since September 2002; Director since 1987; age 65. A 30+ year company veteran, he has led procurement, supply chain, distribution, and sales leadership since joining in 1988, bringing deep operating expertise in beverages . Company performance during recent years: FY25 net sales $1,201.4M vs. $1,191.7M in FY24 (+0.8%) and net income $186.8M vs. $176.7M (+5.7%); five-year TSR (value of $100) measured at $208.7 in FY25 (vs. $196.6 in FY24; $206.5 in FY23) .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Net Sales ($USD Millions) | $1,172.9 | $1,191.7 | $1,201.4 |
| Net Income ($USD Millions) | $142.2 | $176.7 | $186.8 |
| TSR – Value of $100 | $206.5 | $196.6 | $208.7 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| National Beverage Corp. | Director | 1987–present | Board oversight; insider director |
| National Beverage Corp. | Executive Vice President | 1991–2002 | Led operations pre-Presidency |
| National Beverage Corp. | President | 2002–present | Day-to-day operations, execution of strategy |
| National Beverage Corp. | Joined company (operations) | 1988–present | Procurement, supply chain, distribution, sales leadership |
External Roles
- No other public company directorships disclosed for Joseph G. Caporella in the company’s proxy/10-K .
Fixed Compensation
Multi-year cash compensation (SEC-reported):
| Component ($) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary | 825,000 | 850,000 | 925,000 |
| Annual Bonus (Cash) | 800,000 | 775,000 | 900,000 |
| “Management Fee + All Other” (car allowance, retirement/health) | 13,875 | 17,634 | 30,410 |
| Total (SEC) | 1,638,875 | 1,642,634 | 1,855,410 |
| GAAP Option Expense (ASC 718) | 85,037 | 85,037 | 81,030 |
| Total (GAAP) | 1,723,912 | 1,727,671 | 1,936,440 |
Notes:
- Officers who are also directors receive no director fees .
- CEO and CFO cash pay is via related-party management company (CMA); Joseph’s cash comp is direct from the company .
Performance Compensation
- Annual cash bonus: discretionary; no predefined written plan, with amounts determined by the Compensation and Stock Option Committee considering company and individual performance .
- Performance measures considered when linking pay to outcomes include Volume Growth, Net Sales, Operating Income, Net Income, and EPS .
- Equity is delivered via stock options under three plans (no RSUs/PSUs disclosed for NEOs): 1991 Omnibus Plan, Special Stock Option Plan, and KEEP Program .
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Terms |
|---|---|---|---|---|---|
| Annual Cash Bonus | Company and individual performance; measures include Net Sales, Operating Income, Net Income, EPS | Discretionary (no preset weights) | Not disclosed | FY25 bonus $900,000; FY24 $775,000; FY23 $800,000 | Annual determination by Compensation & Stock Option Committee |
| Stock Options – Omnibus Plan | Share-price appreciation | N/A | N/A | No FY23–FY25 grants; GAAP expense recognized for prior grants | Typical 5-year vest; 10-year term |
| Stock Options – Special Option Plan | Share-price appreciation; ownership-linked pricing | N/A | N/A | Outstanding grants (see below) | 10-year term; vest in ~16-month intervals; exercise price reduces with vesting/ownership; acceleration discretionary; none in last 3 years |
| Stock Options – KEEP Program | Share-price appreciation; personal share purchases required | N/A | N/A | Outstanding grants (see below) | Grants = 50% of purchased shares; 6-year vest; exercise price reduces to par by end of vest |
Outstanding options (as of fiscal year-end):
| Holder | Plan | Exercisable | Unexercisable | Exercise Price | Expiration | Key Terms |
|---|---|---|---|---|---|---|
| J.G. Caporella | KEEP (granted 10/2/2020) | 6,000 | — | $0.01 | 3/24/2029 | Price reduces to par over 6-year vest |
| J.G. Caporella | Special Option (granted 3/25/2019) | 10,320 | 4,680 | $16.01 | 10/1/2030 | Vest ~16-month intervals; price reduction tied to ownership; 10-year term |
Additional context:
- No stock option grants to executive officers in FY25 or FY24 .
- Option exercises: Joseph exercised 40,000 options in FY24 (value realized $1,872,000); none exercised in FY25 .
Clawback and trading policies:
- 2023 clawback policy: recoup incentive-based compensation over prior 3 years if financial statements are restated .
- Anti-hedging/anti-pledging: officers/directors prohibited from hedging or pledging company stock or holding in margin accounts .
Equity Ownership & Alignment
| Ownership Metric | 2024 (Record date 8/19/2024) | 2025 (Record date 8/18/2025) |
|---|---|---|
| Beneficially owned shares | 949,800 (incl. 6,600 options) | 959,520 (incl. 16,320 options) |
| Percent of shares outstanding | ~1.0% | ~1.0% |
| Options – exercisable | 6,600 | 16,320 |
| Options – unexercisable | 14,400 (3,600 KEEP; 10,800 Special) | 4,680 (Special) |
| Shares pledged as collateral | Prohibited by policy | Prohibited by policy |
Notes:
- Ownership guidelines for executives are not disclosed in the proxy/10-K .
- Change-in-control: unvested options fully vest; estimated value of J.G. Caporella’s unvested options $375,300 (4/27/2024) and $126,734 (5/3/2025), reflecting price/vesting dynamics .
Employment Terms
- No formal employment, severance, or change-in-control agreements for executive officers; severance may be paid at company’s discretion .
- Change-in-control: unvested options vest in full (or receive equivalent value); J.G. Caporella unvested option value: $126,734 (5/3/2025) and $375,300 (4/27/2024) .
- Clawback policy adopted 2023 for restatements (3-year lookback) .
- Perquisites are limited (car allowance included in “All Other”); company/CMA jointly own an aircraft, with operating costs averaging ~$1.1M/year over the past three years, not a direct perquisite to him .
Board Governance
- Service history and roles: Director since 1987 (Class I; term to 2027); no committee memberships; attended all Board/committee meetings in FY25 .
- Independence status: Not independent (serving executive/President) .
- Governance structure: Controlled company (Nick A. Caporella beneficially owns 73.2%); combined CEO/Chair; no Lead Independent Director; committee chairs function akin to lead directors .
- Committee composition: Audit and Compensation Committees comprised solely of independent directors; Nominating includes the CEO/Chair as Chair .
- Director compensation: officers who are directors receive no Board fees .
- Say-on-pay: 80% approval at 2023 annual meeting; next vote scheduled for 2026 .
Investment Implications
- Pay-for-performance alignment: Cash bonuses are discretionary without disclosed targets/weights; however, options with long vesting/price-reduction mechanics (Special/KEEP) encourage stock ownership and long-term alignment while limiting quick monetization. That said, absence of formulaic metrics and use of discretion can weaken transparency on pay-performance linkage .
- Retention risk: No employment agreements; unvested option value at change-of-control ($126.7k as of FY25) is modest versus total pay, suggesting limited “golden handcuff” risk; long tenure (since 1988) implies low near-term flight risk .
- Trading signals: Joseph exercised 40,000 options in FY24 (value realized ~$1.87M); none in FY25. Combined with anti-hedging/pledging policy and no 10b5-1 adoptions in FY25, near-term insider selling pressure appears limited absent future exercises .
- Ownership alignment: ~1% stake and growing exercisable options (16,320) support alignment; strict anti-pledging/hedging is a positive .
- Governance risks: Controlled company; combined CEO/Chair; related-party management fee (1% of net sales) paid to chairman’s company (CMA). While committees are independent, controlled status and related-party arrangements can elevate governance risk premiums in valuation .
- Shareholder sentiment: Say-on-pay support at 80% (2023) signals adequate but not overwhelming approval; next vote in 2026 will be a check on continued alignment .