Daniel Dwyer
About Daniel Dwyer
Daniel Dwyer is a long‐tenured director of Coffee Holding Co., Inc. (JVA), serving since 1998; he is 69 years old as of the 2025 proxy and his current term expires in 2027 . He is a former Chief Executive Officer and senior coffee trader at Rothfos Corporation, a major green coffee supplier, and brings deep trading and supply expertise to JVA’s board; he also serves on the board of the National Coffee Association . The Board does not classify Mr. Dwyer as an independent director under Nasdaq rules; the proxy identifies DeCapua, Knepper, Rotelli, and Thomas as independent directors (Dwyer is not listed) . Directors are expected to attend board and committee meetings and annual meetings; JVA discloses that each director met at least the 75% attendance threshold in recent fiscal years and attended the annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rothfos Corporation | Chief Executive Officer; Senior Coffee Trader | Senior trader since 1995; retired Jan 1, 2022 | Handled JVA’s Rothfos account; enabled supply access and industry relationships |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Coffee Association | Director (Board of Directors) | Not disclosed | Industry association governance; networking and sector insight |
Board Governance
- Board leadership: Combined Chair/CEO structure (Andrew Gordon) with no Lead Independent Director; oversight via Audit, Compensation, and Nominating & Corporate Governance Committees, all comprised solely of independent directors .
- Independence: The Board identifies Gerard DeCapua, Barry Knepper, John Rotelli, and George F. Thomas as independent; Mr. Dwyer is not listed as independent .
- Committees and chairs: Audit (DeCapua, Knepper, Thomas; Chair: Knepper), Compensation (Knepper, Rotelli, Thomas; Chair: Rotelli), Nominating & Corporate Governance (DeCapua, Rotelli, Thomas; Chair: DeCapua). Mr. Dwyer is not on any listed committee .
- Attendance: Board disclosed that directors met at least 75% of board/committee meetings; Board meetings held were one in FY 2023, one in FY 2024, and six in FY 2022; all directors attended the annual meeting in those periods .
| Meetings (FY) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Board meetings held (count) | 6 | 1 | 1 |
| Audit Committee meetings (count) | 6 | 5 | 4 |
| Compensation Committee meetings (count) | 1 | 0 (acted by written consent once) | 1 |
| Nominating & Corporate Governance meetings (count) | 1 | 0 (acted by written consent once) | 1 |
Fixed Compensation
- Policy: Non‑employee directors are paid $800 per Board/committee meeting attended in person and $400 per meeting attended telephonically, plus reimbursement of travel/out‑of‑pocket costs .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Daniel Dwyer – Cash fees paid ($) | $2,400 | $0 | $1,600 |
| Daniel Dwyer – Stock/option awards granted ($) | $0 | $0 | $0 |
Performance Compensation
- No performance‑based director compensation is disclosed (no RSUs/PSUs, options, or cash incentive plans for non‑employee directors in FY 2022–FY 2024) .
| Performance Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Equity awards with performance conditions (director) | None | None | None |
| Cash bonus/incentive (director) | None | None | None |
Other Directorships & Interlocks
- Public company boards: None disclosed for Mr. Dwyer in his proxy biography; only National Coffee Association is noted .
- Interlocks/potential conflicts: Mr. Dwyer’s prior executive role at Rothfos coincided with significant JVA purchases from Rothfos on arm’s length terms (see Related Party Exposure) .
Expertise & Qualifications
- Deep coffee trading/supply chain expertise (procurement, quality, traffic/warehousing) from decades at Rothfos and industry leadership in the National Coffee Association .
Equity Ownership
- As of the record dates, Mr. Dwyer beneficially owned 19,900 shares, consisting of 5,900 common shares and an option to purchase 14,000 shares (all currently exercisable); percent outstanding is below 1% (denoted “*” in proxy) .
| Ownership as of Record Date | Oct 6, 2023 | Oct 9, 2024 | Oct 17, 2025 |
|---|---|---|---|
| Shares owned (common) | 5,900 | 5,900 | 5,900 |
| Options (exercisable ≤60 days) | 14,000 | 14,000 | 14,000 |
| Total beneficial ownership (shares) | 19,900 | 19,900 | 19,900 |
| % of shares outstanding | * (less than 1%) | * (less than 1%) | * (less than 1%) |
Shareholder Voting Signal (2024 Election)
| Item | Result |
|---|---|
| Votes For | 2,737,747 |
| Votes Withheld | 49,480 |
| For % of votes cast | 98.23% (calculated from reported votes) |
Related Party Exposure
- Historical purchases from Rothfos (while Dwyer was a senior trader/CEO; he retired Jan 1, 2022) were disclosed as arm’s‑length:
- FY 2019: ~$8.3 million; FY 2020: ~$5.3 million; FY 2021: ~$3.5 million .
| Counterparty | FY 2019 | FY 2020 | FY 2021 |
|---|---|---|---|
| Rothfos Corporation – JVA green coffee purchases ($) | $8.3 million | $5.3 million | $3.5 million |
- Other related party items (company level): JVA’s GCC joint venture with Caruso’s included processing payments of $285,696 (FY 2022), $56,851 (FY 2023), and $0 (FY 2024); the JV was discontinued as of Jan 31, 2022 .
Governance Assessment
- Independence and committee load: Mr. Dwyer is not classified as independent and holds no committee seats, limiting formal oversight roles versus independent peers .
- Attendance: Board reports all directors met ≥75% attendance and attended the annual meeting, supporting baseline engagement .
- Ownership alignment: Modest beneficial ownership (19,900 shares including 14,000 options) and purely meeting‑fee compensation suggest limited pay‑for‑performance alignment at the director level .
- Potential conflicts: Historical arm’s‑length purchases from Rothfos while Dwyer was an executive pose perceived conflict risk; retirement in 2022 mitigates ongoing exposure, but he remains non‑independent per Board designation .
- Shareholder support: Strong support in 2024 election (98%+ of votes cast “For”) indicates investor tolerance for his profile, likely reflecting industry expertise value .
- Company‑level governance context: No Lead Independent Director; committees comprised solely of independent directors provide checks, but combined Chair/CEO structure remains a governance consideration .