Gerard DeCapua

About Gerard DeCapua

Gerard DeCapua, age 64, has served as an independent director of Coffee Holding Co., Inc. (JVA) since 1997. He operates his own law practice in Rockville Centre, NY (since 1986) and holds a law degree from Pace University, bringing legal risk and governance expertise to the board . The board has affirmatively determined he is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence and structure:
  • Independent director; board majority independent (4 of 7). No Lead Independent Director; CEO serves as chair .
• Committee assignments and chair roles:
  • Audit Committee member; Nominating & Corporate Governance Committee chair; not on Compensation Committee .
• Committee activity (FY 2024):
  • Audit Committee held 4 meetings; Compensation Committee held 1; Nominating & Corporate Governance Committee held 1 .
• Board activity and attendance:
  • Board held 1 meeting in FY 2024; all directors attended the 2024 Annual Meeting of Stockholders . For FY 2023, each director attended at least 75% of board and applicable committee meetings .
• Shareholder votes (signal of investor sentiment):
  • Say-on-pay at the 2024 Annual Meeting: For 2,767,507; Against 14,853; Abstain 5,470 .
• Related-party oversight:
  • Audit Committee reviews RPTs; the only disclosed RPT involved Caruso’s Coffee (legacy Generations JV) and not DeCapua .

Fixed Compensation

• Structure: Non-employee directors are paid $800 per Board/committee meeting attended in person and $400 if attended telephonically; travel/out-of-pocket expenses reimbursed .
• Actual director compensation: | Fiscal Year | Cash Fees ($) | Equity/Options ($) | Total ($) | |---|---:|---:|---:| | 2024 | 3,600 | 0 | 3,600 | | 2023 | 3,600 | 0 | 3,600 |

Performance Compensation

• Annual equity grants: None for non-employee directors in FY 2024; the director received $0 in option awards in both FY 2024 and FY 2023 .
• Plan backdrop: The 2013 Equity Compensation Plan no longer permits new grants after its 10th anniversary; recent equity awards have been focused on executives historically, with no director awards disclosed in FY 2023–2024 .
• Performance metrics: None disclosed for director compensation; director pay is meeting-based, not performance-conditioned .

Other Directorships & Interlocks

• Current public company boards: None disclosed in JVA proxy biography; no interlocks reported with JVA competitors, suppliers, or customers .
• Private/non-profit/academic boards: None disclosed .

Expertise & Qualifications

• Legal and governance: Own law practice since 1986; J.D. from Pace University; supports chair role on Nominating & Corporate Governance Committee .
• Financial oversight: Audit Committee member (not designated as the committee’s “financial expert,” which the board identified as Barry Knepper) .

Equity Ownership

Governance Assessment

• Positives

  • Long-tenured independent director (since 1997) with legal expertise; chairs Nominating & Corporate Governance—useful for oversight of board refreshment and governance policies .
  • Serves on Audit Committee, supporting financial reporting oversight; board majority independent .
  • Transparent, low dollar director pay structure; modest, meeting-based fees; no equity grants in FY 2023–2024 .
  • Shareholders strongly supported executive compensation at the 2024 meeting (vote counts provided), indicating no immediate governance revolt .

• Watch items / potential red flags (for investor confidence)

  • No Lead Independent Director while CEO is board chair; common in small-caps but draws attention to independence and oversight mechanics .
  • Low board meeting frequency (one board meeting in FY 2024) places emphasis on committee work for oversight; committee meeting cadence is modest (Audit 4; Comp 1; N&CG 1) .
  • Company executive change-in-control arrangements include 280G excise tax gross-up via “Tax Indemnity Payment”—a shareholder-unfriendly feature; while this concerns executives (not directors), it reflects on overall compensation governance; DeCapua is not on the Compensation Committee .

• Related-party considerations

  • No related-party transactions disclosed for DeCapua or his law practice; the only RPT disclosed was with Caruso’s (legacy JV processing), not involving DeCapua .

• Ownership alignment

  • DeCapua’s economic alignment is modest: 100 direct shares plus 14,000 fully exercisable options (<1% ownership). There is no disclosure of pledging or hedging activities involving his JVA shares .

RED FLAGS to monitor: absence of a Lead Independent Director with CEO as chair ; presence of executive 280G gross-up protections ; sparse board meeting cadence (1 in FY 2024), increasing reliance on committees for active oversight .