David Gordon
About David Gordon
David Gordon is Executive Vice President — Operations, Secretary, and a director at Coffee Holding Co., Inc. (JVA). He has served as EVP and Secretary since 1995 and has worked at the company for 39 years, previously as Operating Manager from 1989 to 1995; he attended Baruch College and is a charter member of the Specialty Coffee Association of America (SCAA) . He is 61 years old as of October 29, 2025, and is the brother of CEO/Chairman Andrew Gordon, underscoring familial influence on governance . Under his tenure, FY2024 net sales grew 15% year-over-year to $78.56M and net income improved to $2.22M from a loss in FY2023, while company cumulative TSR values in pay-versus-performance disclosure were $30.70 (2023) and $87.79 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Coffee Holding Co., Inc. | Operating Manager | 1989–1995 | Operations leadership; groundwork for Specialty Green segment initiative . |
| Coffee Holding Co., Inc. | Executive Vice President — Operations; Secretary | 1995–present | Leads roasting/blending operations and quality control; institutional knowledge and leadership credited with Specialty Green segment launch . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Specialty Coffee Association of America (SCAA) | Charter Member | Not specified | Industry engagement and credibility within specialty coffee . |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base Salary ($) | $270,400 | $268,000 |
| Bonus ($) | $10,000 | $0 (waived $15,000 entitlement) |
| Stock Option Awards ($) | $0 | $0 |
| Non-Equity Incentive Plan Comp ($) | $0 | $0 |
| All Other Compensation ($) | $73,138 | $69,684 |
| Total ($) | $353,538 | $337,684 |
- FY2025 announced salaries: Andrew Gordon $450,000; David Gordon $265,400 (implementation detail provided in proxy) .
All Other Compensation Detail (David Gordon)
| Component | FY2023 | FY2024 |
|---|---|---|
| Business car expenses ($) | $14,256 | $9,554 |
| Employer 401(k) contributions ($) | $8,680 | $7,951 |
| Life insurance premiums ($) | $3,000 | $0 |
| Health insurance premiums ($) | $47,202 | $52,179 |
Performance Compensation
- The compensation program consists of base salary, annual bonuses, and equity-based incentives; no stock option grants in FY2023–FY2024 due to the 2013 plan’s 10-year grant limit (no grants permitted post-February 2023) .
- Annual bonus is discretionary; for FY2024, David Gordon was entitled to $15,000 but waived the bonus (actual paid: $0) .
Outstanding Equity Awards (as of Oct 31, 2024)
| Name | Options Exercisable | Options Unexercisable | Exercise Price ($) | Expiration Date |
|---|---|---|---|---|
| David Gordon | 281,000 | 0 | 5.43 | 4/18/2029 |
- No performance metrics (e.g., revenue, EBITDA, TSR) are explicitly tied to payout formulas for David Gordon; the company states it does not use net income or TSR in executive pay evaluations in the required pay-versus-performance discussion .
- Equity grants halted post-plan anniversary; options outstanding remain the primary long-term incentive vehicle .
Equity Ownership & Alignment
| Holder | Direct Shares | Options (Exercisable) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| David Gordon | 374,037 | 281,000 | 655,037 | 10.9% (as of 10/17/2025; 5,708,599 shares outstanding) |
- Vested vs. unvested: all 281,000 options are currently exercisable (fully vested); no unvested awards disclosed .
- Pledging/Hedging: no disclosure of pledged shares or hedging policies beyond general Code of Ethics; no pledging identified for David Gordon .
- Stock ownership guidelines: not disclosed; compliance status therefore not determinable .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Type | Rolling five-year employment agreement (initial start May 6, 2005) . |
| Position Covered | Executive Vice President — Operations; Secretary . |
| Compensation Provisions | Minimum annual salary; discretionary cash bonus; participation in fringe benefit plans; indemnification and E&O coverage during and after service (as permitted by Nevada law) . |
| Severance (No Cause/Good Reason) | Cash compensation and fringe benefits equal to the value for the remaining unexpired term of the agreement . |
| Change-in-Control | Same severance construct; plus Excise Tax “Tax Indemnity Payment” (gross-up) to make executive whole after Section 4999/280G taxes—company bears gross-up cost; not deductible by company . |
| Non-Compete/Non-Solicit | One-year restrictions post-termination if discharge for “cause” or resignation without “good reason”; confidentiality/trade secret obligations during and after term . |
| Deferred Compensation | CEO is sole participant; no participation disclosed for David Gordon . |
Board Governance
- Board service: Director since 1995; current term expires 2026 .
- Committee roles: Audit (DeCapua, Knepper, Thomas), Compensation (Knepper, Rotelli, Thomas), Nominating & Corporate Governance (DeCapua, Rotelli, Thomas). David Gordon is not listed on these committees .
- Independence: The Board identifies four independent directors; David Gordon is an executive director and therefore not independent .
- Leadership structure: CEO Andrew Gordon serves as Chairman; no Lead Independent Director; oversight through independent committees. Dual-role implications: Chair/CEO concentration plus sibling relationship (Andrew and David) may dampen perceived independence; committees are fully independent to mitigate .
- Board meetings: Board held one meeting during FY2024; directors attended at least 75% of board and committee meetings; all directors attended the 2024 Annual Meeting .
- Director compensation: Employee directors (including David Gordon) are not compensated for board service; non-employee director meeting fees are disclosed separately .
Director Compensation (for context; employee director not paid)
| Non-Employee Director | Paid in Cash ($) | Stock Options | Total ($) |
|---|---|---|---|
| Gerard DeCapua | $3,600 | 1,400 options outstanding | $3,600 |
| Daniel Dwyer | $1,600 | 1,400 options outstanding | $1,600 |
| Barry Knepper | $3,600 | 1,400 options outstanding | $3,600 |
| John Rotelli | $1,600 | 1,400 options outstanding | $1,600 |
| George F. Thomas | $3,200 | 3,000 options outstanding | $3,200 |
Company Performance Context
| Metric | FY2023 | FY2024 |
|---|---|---|
| Net Sales ($) | $68,173,404 | $78,562,298 |
| Gross Profit ($) | $10,959,022 | $16,041,769 |
| Income (Loss) from Operations ($) | ($1,331,695) | $2,963,558 |
| Net Income (Loss) ($) | ($835,576) | $2,218,014 |
| Basic/Diluted EPS ($) | ($0.15) | $0.39 |
Pay vs Performance (Disclosure Summary)
| Year | Compensation Actually Paid to PEO ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | TSR (Value of $100) | Net Income ($) |
|---|---|---|---|---|
| 2023 | $379,646 | $358,538 | $30.70 | ($835,576) |
| 2024 | $344,432 | $352,684 | $87.79 | $2,218,014 |
- The company states it does not use net income or TSR to evaluate executive compensation decisions, despite disclosing them for regulatory compliance .
Compensation Structure Analysis
- Shift toward cash stability; no equity grants in FY2023–FY2024 due to plan expiration; options remain as legacy LTI, all currently exercisable for David Gordon .
- Bonus discretion and restraint: FY2024 bonus entitlement of $15,000 was waived by David Gordon (payout $0), signaling conservative cash compensation posture aligned with performance variability .
- Guaranteed pay level: FY2025 salary set at $265,400 (slightly below FY2024 base), while CEO’s salary increased, indicating differentiated cash allocation across executives .
Related Party Transactions (Governance Context)
- Generations Coffee Company, LLC (Caruso’s Coffee Company 40% partner; JVA 60%) was engaged as outside contractor; payments to Caruso’s were $0 (FY2024) and $56,851 (FY2023). The JV is no longer continuing as of Jan 31, 2022 .
Risk Indicators & Red Flags
- Excise Tax gross-up (Tax Indemnity Payment) for change-in-control parachute payments—shareholder-unfriendly provision shifting tax burden to the company .
- Concentrated leadership and familial ties: CEO is Chairman; no Lead Independent Director; Andrew and David Gordon are brothers, potentially reducing practical independence despite independent committees .
- Option concentration and expiration: 281,000 fully-exercisable options expiring 4/18/2029 may influence selling pressure dynamics as expiration approaches; no RSUs/PSUs to stagger vesting .
- Say-on-pay: Board recommends “FOR” and annual frequency; historical approval percentages not disclosed, limiting external feedback signal assessment .
Equity Ownership & Alignment Details
| Item | As-Disclosed |
|---|---|
| Beneficial ownership as % of outstanding | 10.9% (as of 10/17/2025; 5,708,599 shares outstanding) . |
| Vested vs unvested | 281,000 options all exercisable; no unvested awards disclosed . |
| Pledging/Hedging | No pledging disclosed; Code of Ethics addresses insider trading compliance broadly . |
| Ownership guidelines | Not disclosed . |
Say-On-Pay & Shareholder Feedback
- Board unanimously recommends “FOR” say-on-pay and “1 year” frequency; board policy since 2019 is annual advisory vote; approval percentages not provided .
Expertise & Qualifications
- Education: Attended Baruch College (NYC) .
- Industry expertise: Charter member of SCAA; decades of operations and quality control leadership; credited for Specialty Green segment launch .
Work History & Career Trajectory
- 1989–1995: Operating Manager, Coffee Holding .
- 1995–present: EVP — Operations; Secretary; Director, Coffee Holding .
- Career path focused on operations execution, roasting/blending, and quality control .
Compensation Committee Analysis
- Composition: Knepper, Rotelli, Thomas (all independent), chaired by Rotelli .
- Practices: Meets at least annually; considers CEO expectations, recommendations for junior executives, and empirical peer data; does not delegate duties .
- Equity plan constraint: 2013 plan no grants after 10-year anniversary—no option grants since Feb 2023 .
Investment Implications
- Alignment: High insider ownership (10.9%) by David Gordon with fully vested options supports long-term alignment, but absence of performance-conditioned equity (PSUs/RSUs) reduces explicit pay-for-performance linkage .
- Governance risk: Chair/CEO combination, lack of Lead Independent Director, and sibling directors elevate independence concerns; however, independent committees and modest director cash fees partially mitigate .
- Incentive dynamics: FY2024 bonus waiver and halted equity grants suggest conservative cash management and limited near-term vesting overhang; options expiring in 2029 could create event-driven selling pressure closer to expiration depending on stock levels .
- Performance backdrop: Marked operational turnaround in FY2024 (sales +15%, operating income positive, net income $2.22M) provides execution credibility for operations leadership; continued monitoring of margin sustainability and hedging impacts is warranted for assessing consistency of results .