Andrew Gordon
About Andrew Gordon
Andrew Gordon (age 64) is President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Chairman at Coffee Holding Co., Inc. (JVA). He has served as CEO/President/Treasurer and director since 1997 and as CFO since November 2004; prior roles include Vice President (1993–1997). He holds a BBA from Emory University and is the brother of David Gordon, EVP-Operations . In FY2024, JVA returned to profitability with net income of $2.22M and net sales up 15% year over year; cumulative TSR on a $100 base improved to $87.79 in 2024 from $30.70 in 2023, reflecting performance recovery and share response .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Coffee Holding Co., Inc. | Vice President | 1993–1997 | Operated across functions; direct contact with major private-label accounts |
| Coffee Holding Co., Inc. | President, CEO, Treasurer, Director | 1997–present | Led overall business; decades-long industry and company expertise |
| Coffee Holding Co., Inc. | Chief Financial Officer | Nov 2004–present | Principal financial officer; consolidated CEO/CFO accountability |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Second Empire, LLC (wholly-owned JVA subsidiary) | President | 2024–present | Signed secured creditor purchase for Empire Coffee assets; expands roasting/packing capacity and customer set |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (set) |
|---|---|---|---|
| Base salary ($) | 304,535 | 288,000 | 450,000 |
| Annual bonus target (%) | Not disclosed | Not disclosed | Not disclosed |
| Annual bonus paid ($) | 20,000 | 0 (entitled to $20,000 but waived) | — |
| All other comp ($) | 55,111 (401k $10,279; car $22,227; health $22,605) | 36,432 (401k $10,996; car $0; health $25,436) | — |
Notes:
- Andrew’s and David’s 2025 salaries were set at $450,000 and $265,400, respectively .
- No disclosure of explicit target bonus percentage or formula .
Performance Compensation
Annual Incentives
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate/individual performance (annual cash bonus program) | Not disclosed | Not disclosed | 2023: paid $20,000; 2024: waived $20,000 | 2023: $20,000; 2024: $0 | Cash, annual |
Company states it does not specifically tie “compensation actually paid” to a disclosed performance metric; Committee considers overall corporate and individual objectives .
Equity Awards (Options)
| Grant date | Type | Shares | Exercise price | Vesting schedule | Status | Expiration |
|---|---|---|---|---|---|---|
| 2019-04-18 | Stock options | 349,000 | $5.43 | 1/3 on each of the 1-, 2-, 3-year anniversaries (executives) | Fully vested; 349,000 exercisable | 2029-04-18 |
Program design and recent activity:
- JVA’s 2013 Equity Compensation Plan ceased permitting new grants after Feb 2023; no executive grants in FY2023–FY2024 .
- Committee has discretion to accelerate awards upon a change in control under the plan .
Clawbacks and hedging/pledging policies:
- No compensation clawback policy or anti-hedging/pledging policy disclosures were identified in the proxy/10-K reviewed.
Equity Ownership & Alignment
| Holder | Direct shares | Options exercisable | Indirect shares | Total beneficial | % of outstanding |
|---|---|---|---|---|---|
| Andrew Gordon | 39,000 | 349,000 | 273,750 (A. Gordon Family Ventures LLC) | 661,750 | 10.9% |
Additional details:
- Shares outstanding: 5,708,599 as of the 2025 record date .
- Options: 349,000 all currently exercisable at $5.43, expiring 4/18/2029 .
- Pledging: No pledging disclosed for Andrew Gordon .
- Ownership guidelines: Not disclosed.
Employment Terms
| Term | Summary |
|---|---|
| Agreement structure | Rolling five-year employment agreements since May 6, 2005; can be converted to fixed five-year terms |
| Compensation | Minimum annual salary (Board may increase), discretionary bonuses, standard benefits, indemnification and D&O/E&O coverage |
| Severance (termination without cause / resign for good reason / following change in control) | Cash compensation and fringe benefits equal to what would have been received for the remaining unexpired term of the agreement |
| Change-in-control tax gross-up | “Tax Indemnity Payment” to make whole against 280G/4999 excise taxes (shareholder-unfriendly gross-up). Company loses tax deductibility under 280G |
| Restrictive covenants | Non-compete and non-solicit during employment and for one year after discharge for cause or resignation without good reason; perpetual confidentiality/trade secrets obligations |
| Equity on CIC | Compensation Committee may accelerate, cash-settle, or modify awards on a CIC under the 2013 Plan |
Governance implications:
- Andrew is both CEO and Chairman; there is no Lead Independent Director. Committees (Audit, Compensation, Nominating/Governance) are fully independent, which the Board cites as mitigating the combined role in a small-cap context .
Board Governance (Director Service and Committees)
- Director since 1997; current term expires 2027 .
- Board independence: 4 of 7 directors are independent (DeCapua, Knepper, Rotelli, Thomas) .
- Committees and chairs (all independent):
- Audit: DeCapua, Knepper (Chair, financial expert), Thomas .
- Compensation: Knepper, Rotelli (Chair), Thomas .
- Nominating/Governance: DeCapua (Chair), Rotelli, Thomas .
- Meetings/attendance: Board held one meeting in FY2024; each director attended at least 75% of meetings (Board and committees) .
- Director pay: Employee directors (incl. Andrew) are not paid for Board service. Non-employee directors receive meeting fees (e.g., FY2024: $800 in-person/$400 telephonic) .
Performance & Track Record
Financial Performance (FY)
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $65,706,879* | $68,173,404 | $78,562,298 |
| EBITDA | ($1,984,753)* | ($738,095)* | $3,573,574* |
| Net Income (Loss) | ($3,744,785)* | ($835,576) | $2,218,014 |
Values with an asterisk were retrieved from S&P Global.
Highlights and trend analysis:
- Revenue growth: +15% YoY in FY2024, driven by legacy customer growth and new wins in 2H .
- Profitability: FY2024 net income $2.22M versus FY2023 net loss ($0.84M), aided by gross margin improvement and favorable hedging (+$1.6M) .
- TSR: Value of $100 initial investment improved to $87.79 in 2024 from $30.70 in 2023; company notes it does not explicitly align compensation “actually paid” to net income or TSR as a primary metric .
Strategic execution:
- Acquired assets of Empire Coffee via UCC Article 9 sale (consideration $825,000); formed Second Empire LLC, entered 4-year Port Chester, NY facility lease ($600,000 annual rent), and intends to use Second Empire for roasting/packing for both legacy and Empire customers .
Related-Party Transactions
- Generations Coffee Company, LLC (GCC) joint venture (60% JVA/40% Caruso’s). Processing payments to Caruso’s were $0 in FY2024 (versus $56,851 in FY2023). JV not continued as of Jan 31, 2022 .
Compensation Committee Analysis
- Composition: Knepper, Rotelli (Chair), Thomas; all independent .
- Consultants: No independent compensation consultant disclosed.
- Policy: Three components—base salary, bonuses, long-term incentives—with discretion and peer references; minimal disclosure of quantitative targets .
Equity Overhang and Vesting Pressure
- All 349,000 options for Andrew are fully vested and exercisable at $5.43 through April 18, 2029, reducing future vesting-driven selling pressure but leaving an option overhang until expiry .
Risk Indicators & Red Flags
- Golden parachute excise tax gross-up (make-whole) under 280G/4999 .
- CEO is also CFO and Chairman; no Lead Independent Director .
- Family influence: Gordons collectively about 21.6% of shares for directors/executives; Andrew individually 10.9% .
- Limited disclosure of performance metrics and no disclosed clawback/anti-hedging policy.
Investment Implications
- Alignment vs. incentives: Andrew’s significant equity stake (10.9%) aligns interests; however, pay mix skews to fixed cash with limited performance-based equity since 2019, and 2025 base salary step-up to $450k may dilute pay-for-performance alignment absent explicit targets .
- Option overhang: 349,000 fully vested options at $5.43 expiring 2029 could become a supply overhang if shares trade above strike; no additional RSU/option cadence due to plan expiration may limit future dilution .
- Governance risk premium: CEO/Chair/CFO concentration, no Lead Independent Director, and 280G gross-up may attract governance discounts from investors despite independent committees .
- Execution: FY2024 inflection to profitability and +15% revenue growth are positives; Empire Coffee asset purchase expands capacity/customer access but adds integration and lease cost execution risk (~$600k annual rent) .
- Trading signals: No recent vesting cliffs; insider selling pressure tied primarily to personal decisions around fully vested options and sizable direct/indirect ownership. Monitoring Form 4 activity around price inflections may be more informative than vesting calendars.
Values with an asterisk were retrieved from S&P Global.
Citations:
- Governance, compensation tables, ownership, committees, board roles:
- Prior proxy reference set (context, consistency):
- Option grant specifics (Form 8-K):
- 10-K business results, acquisition, leases, and financials: