Nick A. Caporella

About Nick A. Caporella

Nick A. Caporella is Chairman and Chief Executive Officer of National Beverage Corp. (FIZZ), serving since the company’s founding in 1985 and previously President until September 2002 . He is age 89, with the current director term expiring in 2026 . Caporella is a controlling shareholder, beneficially owning 68,494,571 shares (73.2% of outstanding), primarily via IBS Partners Ltd., which he controls; ownership also includes 60,713 shares held by his spouse, which he disclaims . Company performance over his tenure is reflected in strong multi‑year net sales and total shareholder return (TSR), with net sales rising to $1,201.4 million in FY2025 and TSR value of an initial fixed $100 reaching $208.7 by FY2025 .

Company Performance Snapshot (Pay vs Performance framework)

Past Roles

External Roles

Fixed Compensation

Caporella does not receive cash compensation directly from FIZZ; his services (and those of certain senior personnel including the Principal Financial Officer) are provided through Corporate Management Advisors, Inc. (CMA), an entity he owns, under a management agreement that pays CMA an annual base fee equal to 1% of consolidated net sales . For SEC disclosure, the entire CMA fee is presented as “Management Fee Plus All Other Compensation” for Caporella in the Summary Compensation Table (the company notes this presentation should not be interpreted as his actual personal compensation) .

Additional related party details:

• CMA fee incurred by FIZZ: $11.7m (FY2023), $11.9m (FY2024), $12.0m (FY2025); based on 1% of consolidated net sales .
• CMA is a 20% joint owner of a corporate aircraft; joint operating costs averaged approximately $1.1m per year over the past three years .

Performance Compensation

Caporella has not been granted stock options or other equity awards since inception; no option awards have been granted to him and none were granted in FY2025 . FIZZ’s executive compensation framework references performance measures but maintains committee discretion and no predefined written bonus plan; for Caporella specifically, cash compensation is solely included within the CMA management fee .

Notes:

• No equity or non‑equity incentive plan awards were granted to executive officers in FY2025 .
• No stock options were exercised by executive officers in FY2025 .

Equity Ownership & Alignment

Employment Terms

Board Governance

Director Compensation (Officer Director)

• Officers who are directors receive no Board fees; non‑management director fee schedule disclosed separately .

Compensation Structure Analysis

• Mix and trends: For Caporella, reported “Management Fee Plus All Other Compensation” increased modestly in line with net sales (FY2023 $11.73m → FY2024 $11.92m → FY2025 $12.01m), reflecting the 1% of sales structure .
• Equity risk alignment: No stock options or RSUs granted to Caporella; anti‑hedging/pledging policy promotes alignment and discourages hedging .
• Discretionary bonuses: Company retains discretion for executive bonuses; no predefined plan; for Caporella, cash compensation is solely within CMA fee .
• Repricing/modification: Company states it has not engaged in backdating, cancellation, or re‑pricing of stock options; exercise prices set at market close on grant date .

Related Party Transactions (Governance Red Flags)

• CMA management agreement (owned by Caporella): 1% of consolidated net sales paid as management fee; aircraft joint ownership; Board contemplates but has never paid additional incentives to CMA .
• Special cash dividend: $3.25/share ($304.1m total) paid July 24, 2024; as controlling shareholder, Caporella’s pro‑rata participation is material by implication .

Say‑on‑Pay & Shareholder Feedback

• 2023 advisory vote approval: 80% of shares voted supported executive compensation; next advisory vote scheduled for 2026; frequency every three years .

Risk Indicators & Red Flags

• Dual role (CEO + Chairman) with controlled company status; absence of a Lead Independent Director may concentrate decision authority .
• Related party management agreement with CMA and aircraft cost sharing; ongoing annual review by independent directors .
• Anti‑hedging/pledging policy mitigates alignment concerns; Section 16 compliance reported (one late gift by another director; no issues flagged for Caporella) .

Compensation Peer Group

• Peer group for TSR comparisons: Dow Jones U.S. Soft Drink Index, consistent with 10‑K Item 5 .

Expertise & Qualifications

• Long‑tenured public company leader; recognized with industry awards; philanthropic board role; extensive senior leadership since 1976 .

Work History & Career Trajectory

Equity & Performance Metrics (Supplemental)

Values retrieved from S&P Global.*

Investment Implications

• Alignment: The 1% of net sales CMA fee keeps Caporella’s reported compensation level tied to top‑line performance, but lacks explicit equity‑based at‑risk structures for him personally; anti‑hedging/pledging policy and dominant ownership create strong economic alignment, albeit with governance concentration risks .
• Retention/continuity: No formal employment or severance agreements; services delivered via CMA; practical retention risk appears low given founder status and ownership, but succession planning should be monitored by investors .
• Trading signals: Controlled company structure and significant ownership suggest lower insider selling pressure; no option exercises in FY2025; special dividend distributions materially benefit controlling holders and may influence liquidity and capital allocation views .
• Governance considerations: Combined CEO/Chairman without a Lead Independent Director and related party arrangements warrant a governance discount in some frameworks; committee independence and anti‑hedging/pledging policy partially mitigate concerns .

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