John Rotelli
About John Rotelli
Independent director of Coffee Holding Co., Inc. (JVA) since 2005; age 67 as of October 29, 2025; currently Vice President of L.J. Cooper Company with 40+ years’ experience in the green coffee industry across procurement, logistics, quality, and competitive dynamics; formerly served as a director of the Green Coffee Association. He is classified as an independent director by the Board under Nasdaq standards and currently serves as Chair of the Compensation Committee and a member of the Nominating & Corporate Governance Committee. Term expires in 2026.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Green Coffee Association | Director (formerly) | Not disclosed | Industry body role referenced in JVA proxy biography |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| L.J. Cooper Company | Vice President | Not disclosed | One of the largest green coffee brokers/agents in North America |
| Green Coffee Association | Director (formerly) | Not disclosed | Former role per latest proxy; 2024 proxy listed as director |
Board Governance
- Board composition and independence
- Board size: 7; majority independent (4 of 7), including John Rotelli
- Independence: Board determined Rotelli is “independent” under Nasdaq rules
- Committee assignments (FY2024 activity)
- Compensation Committee: Member; Chair (Rotelli). Meetings held: 1; acted by written consent once
- Nominating & Corporate Governance Committee: Member (Rotelli). Meetings held: 1; acted by written consent once
- Audit Committee: Not a member (members: DeCapua, Knepper [Chair], Thomas). Meetings held: 4; acted by written consent twice
- Attendance and engagement
- The Board held 1 meeting during FY ended Oct 31, 2024; each director attended at least 75% of Board and committee meetings during the fiscal year ended Oct 31, 2023
- Term and tenure
- Director since 2005; term expires 2026
Fixed Compensation
| Year | Meeting Fee Policy | Annual Retainer | Committee Chair Fee | Cash Paid to Rotelli | Notes |
|---|---|---|---|---|---|
| FY2024 | $800 per in-person Board/committee meeting; $400 per telephonic meeting | Not disclosed | Not disclosed | $1,600 | Policy and actuals per Director Compensation section/table |
| FY2023 | $800 per in-person Board/committee meeting; $400 per telephonic meeting | Not disclosed | Not disclosed | $0 | Policy and actuals per Director Compensation section/table |
The proxies describe per-meeting fees and do not disclose a separate annual director retainer or committee chair fees for non-employee directors.
Performance Compensation
| Year | RSUs Granted | PSUs Granted | Options Granted (#) | Grant Date | Strike | Vesting | Performance Metrics Tied to Director Pay |
|---|---|---|---|---|---|---|---|
| FY2024 | None disclosed | None disclosed | None disclosed | — | — | — | No performance-based elements disclosed for directors |
| FY2023 | None disclosed | None disclosed | None disclosed | — | — | — | No performance-based elements disclosed for directors |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | JVA proxy biographies list no other public company directorships for Rotelli |
| L.J. Cooper Company | Private | Vice President | No related-party transactions involving L.J. Cooper disclosed in JVA related-party sections |
Expertise & Qualifications
- 40+ years of green coffee industry expertise spanning procurement from origin, traffic/warehousing, quality analysis, and competitor/supplier knowledge; provides sector-specific insights and relationships to the Board.
- Leadership role at a leading coffee broker (L.J. Cooper) aligns with JVA’s supply chain context.
Equity Ownership
| Metric | Oct 9, 2024 | Oct 17, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 20,548 (includes 6,548 shares + 14,000 options currently exercisable) | 20,548 (includes 6,548 shares + 14,000 options currently exercisable) |
| % of Shares Outstanding | <1% (denoted “*” in proxy table) | <1% (denoted “*” in proxy table) |
| Shares Pledged as Collateral | Not disclosed | Not disclosed |
| Vested vs. Unvested Breakdown | 14,000 options currently exercisable; shares held directly 6,548 | 14,000 options currently exercisable; shares held directly 6,548 |
Insider Trades (selected)
| Date | Type | Shares | Price | Value | Post-Trade Holdings | Source |
|---|---|---|---|---|---|---|
| Sep 21, 2021 | Purchase | 500 | $4.33 | $2,167.45 | 6,548 | , |
| Mar 2014 | Form 4 filed (details not summarized) | — | — | — | — | |
| Mar 2019 | Form 4 filed (details not summarized) | — | — | — | — |
Related-Party Exposure (conflicts check)
- JVA disclosed related-party transactions with its joint-venture partner Caruso’s Coffee Company (Generations Coffee Company, LLC); no transactions involving L.J. Cooper (Rotelli’s employer) are disclosed. Payments to Caruso’s were $0 (FY2024) and $56,851 (FY2023); parties had agreed not to continue the JV as of fiscal period ended Jan 31, 2022.
- A separate director (Daniel Dwyer) previously worked for Rothfos (a supplier); JVA paid Rothfos ~$3.5M in FY2021 (historical context, not current), highlighting Board oversight of supplier relationships; this does not involve Rotelli.
Governance Assessment
- Positives
- Independent director status and majority-independent board; Rotelli chairs the Compensation Committee and serves on Nominating & Governance, aligning with governance best practices for independent oversight.
- Relevant sector expertise (green coffee supply chain) supports board effectiveness on procurement/market dynamics.
- Modest director pay structure (per-meeting fees, no equity grants in FY2023–FY2024), reducing pay-related conflicts; Rotelli’s FY2024 director cash fees were $1,600; no stock/option awards granted.
- Audit Committee (though Rotelli is not a member) explicitly reviews and approves affiliated-party transactions, with multiple meetings in FY2024.
- Watch items
- Ownership alignment is modest (<1% beneficial ownership), though he holds 14,000 fully exercisable options; no director stock ownership guidelines disclosed.
- External employment at a major coffee broker (L.J. Cooper) could present potential conflicts if transactions existed; none are disclosed to date—continue monitoring related-party disclosures and supplier lists.
- Board meeting cadence was low in FY2024 (one board meeting), with committees active primarily via limited meetings and written consents—investors may evaluate whether cadence matches the company’s risk profile.
No director compensation consultant usage, stock ownership guidelines for directors, hedging/pledging disclosures for directors, or say‑on‑pay results specific to directors were disclosed in the cited proxy sections; executive-focused items are addressed elsewhere in filings.