{"url_path":"/sec/jva/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-01-28","source_url":"https://www.sec.gov/Archives/edgar/data/1007019/0001493152-26-004052-index.html","accession_number":"0001493152-26-004052","cik":"0001007019","ticker":"JVA","issuer_name":"COFFEE HOLDING CO INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1007019/0001493152-26-004052-index.html","primary_entity_key":"0001007019","primary_entity_name":"COFFEE HOLDING CO INC"},"word_count":2879,"has_tables":true,"body_markdown":"**ITEM\n10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**\n\n \n\n**Information\nAbout our Board of Directors and Management**\n\n \n\nName \n**Age(1)**  \nTerm Expires  \nPosition(s) Held With Coffee Holding \nDirector Since \n\nAndrew Gordon \n 64  \n 2027  \nPresident, Chief Executive Officer, Chief Financial Officer,\nTreasurer and Director \n 1997 \n\nDaniel Dwyer \n 69  \n 2027  \nDirector \n 1998 \n\nBarry Knepper \n 75  \n 2027  \nDirector \n 2005 \n\nGerard DeCapua \n 64  \n 2028  \nDirector \n 1997 \n\nGeorge F. Thomas \n 77  \n 2028  \nDirector \n 2016 \n\nDavid Gordon \n 60  \n 2026  \nExecutive Vice President — Operations, Secretary and Director \n 1995 \n\nJohn Rotelli \n 67  \n 2026  \nDirector \n 2005 \n\n \n\n25\n\n \n\n \n\n(1)\nAs of January 22, 2026\n\n \n\nThe\nprincipal occupation and business experience of each director are set forth below. Unless otherwise indicated, each of the following\npersons has held his present position for at least the last five years.\n\n \n\n*Andrew\nGordon* has been the Chief Executive Officer, President, Treasurer and a director of Coffee Holding since 1997 and its Chief Financial\nOfficer since November 2004. He is responsible for managing Coffee Holding’s overall business and has worked for Coffee Holding\nfor over 38 years, previously as a Vice President from 1993 to 1997. Mr. Gordon has worked in all capacities of Coffee Holding’s\nbusiness and serves as the direct contact with its major private label accounts. Mr. Gordon received his Bachelor of Business Administration\ndegree from Emory University. He is the brother of David Gordon. Through his experience as President and Chief Executive Officer of the\nCompany, as well as his over 38 years of service with the Company, Mr. Gordon has demonstrated the requisite qualifications and skills\nnecessary to serve as an effective director. We believe Mr. Gordon’s extensive experience with, and institutional knowledge of,\nCoffee Holding and the industry is an integral contribution to Coffee Holding’s current successes and its ability to grow and flourish\nin the industry.\n\n \n\n*Daniel\nDwyer* has served as a director of Coffee Holding since 1998. Mr. Dwyer was  the Chief Executive Officer at Rothfos Corporation,\na green coffee bean supplier, and prior to that, had been a senior coffee trader at Rothfos, since 1995. Mr. Dwyer was responsible for\nour account with Rothfos. We believe that Mr. Dwyer’s experience with the coffee industry will enable him to provide the Board\nwith beneficial insight for Coffee Holding’s business development and strategy.\n\n \n\n*Barry\nKnepper* has served as a director of Coffee Holding since 2005. From July 2004 to the present, Mr. Knepper has been the President\nand Chief Executive Officer of Royalty Recovery Group, Inc., management consultant and auditors. Mr. Knepper was the Chief Financial\nOfficer for TruFoods Corporation, a growth oriented franchise management company from April 2001 through December 2004. From January\n2000 through March 2001, he was the Chief Financial Officer of Offline Entertainment, an early stage television and motion picture production\ncompany. From 1982 through 1999, he served as the Chief Financial Officer of Unitel Video, Inc., a formerly publicly-traded nationwide\nhigh tech service company in the television, film and new media fields. We believe that Mr. Knepper’s diversified financial, accounting\nand business expertise provide him with the qualifications and skills to serve as a director.\n\n \n\n*Gerard\nDeCapua* has served as a director of Coffee Holding since 1997. Mr. DeCapua has had his own law practice in Rockville Centre, New\nYork since 1986. Mr. DeCapua received his law degree from Pace University. We believe that Mr. DeCapua’s legal experience brings\nsignificant knowledge regarding the legal issues Coffee Holding faces and provide him with the skills and qualifications to serve as\na director.\n\n \n\n*George\nF. Thomas* has served as a director of Coffee Holding since 2016. Mr. Thomas has over 38 years of domestic and international corporate\nbusiness experience in top management positions. Since February 2007, Mr. Thomas has served as a Principal at Radix Consulting Corporation,\na consulting firm which provides specialized advice in the field of electronic payments. From 1981 through 2007, Mr. Thomas served in\na number of positions at The Clearing House Payments Company L.L.C., a limited liability company which operates electronic payment systems,\nincluding such positions as Executive Vice President of the Payments Services Division, President of the Electronic Payments Network,\nSenior Vice President of Business Development and Information Technology and Vice President of Technical Services and Systems Development.\nSince 2007, Mr. Thomas has served as a director of eGistics, Inc., a provider of cloud-based document and data management solutions which\nwas acquired by Top Image Systems, Ltd. in 2014. We believe that Mr. Thomas’ financial and business experience provide him with\nthe qualifications and skills to serve as a director.\n\n \n\n26\n\n \n\n \n\n*David\nGordon* has been the Executive Vice President — Operations, Secretary and a director of Coffee Holding since 1995. He is responsible\nfor managing all aspects of Coffee Holding’s roasting and blending operations, including quality control, and has worked for Coffee\nHolding for 40 years, previously as an Operating Manager from 1989 to 1995. He is a charter member of the Specialty Coffee Association\nof America, or SCAA. Mr. Gordon attended Baruch College in New York City. He is the brother of Andrew Gordon. Through his 39 years of\nservice with the Company, Mr. Gordon has demonstrated the requisite qualifications and skills necessary to serve as an effective director.\nWe believe Mr. Gordon’s extensive institutional knowledge and leadership are invaluable to Coffee Holding’s current and future\nsuccesses. Mr. Gordon’s leadership, as demonstrated by the launch of the Specialty Green segment of the business as well as the\nfounding of the SCAA, is a valuable resource for Coffee Holding’s business development and future strategy.\n\n \n\n*John\nRotelli* has served as a director of Coffee Holding since 2005. Mr. Rotelli has over 40 years of experience in the green coffee industry\nbusiness consisting of procurement from growing countries, every aspect of traffic and warehousing, quality analysis, and knowledge of\nboth suppliers and competitors. Mr. Rotelli is currently the Vice President of L.J. Cooper Company, one of the largest green coffee\nbrokers and agents in North America. He also formerly served as a director of the Green Coffee Association. Mr. Rotelli’s\nindustry and business experience provides the Board with valuable expertise within the coffee industry as well as beneficial relationships\nthat can help form new beneficial relationships for Coffee Holding.\n\n \n\n**Family\nRelationships**\n\n \n\nAndrew\nGordon and David Gordon are brothers. Other than Messrs. Gordon, there are no family relationships among any of the directors or executive\nofficers.\n\n \n\n**Corporate\nGovernance**\n\n \n\nThe\nBoard oversees our business and monitors the performance of our management. In accordance with our corporate governance procedures, the\nBoard does not involve itself in the day-to-day operations of Coffee Holding. Our executive officers and management oversee our day-to-day\noperations. Our directors fulfill their duties and responsibilities by attending meetings of the Board, which are usually held on a quarterly\nbasis. Our directors also discuss business and other matters with other key executives and our principal external advisers (legal counsel,\nauditors, financial advisors and other consultants).\n\n \n\nThe\nBoard held one meeting during the fiscal year ended October 31, 2025. Except as set forth below, each director serving during the fiscal\nyear ended October 31, 2025 attended at least 75 percent of the meetings of the Board, plus meetings of committees on which each such\ndirector served during the respective fiscal years.\n\n \n\nCoffee\nHolding is committed to establishing and maintaining high standards of corporate governance. Our executive officers and the Board have\nworked together to construct a comprehensive set of corporate governance initiatives that we believe will serve the long-term interests\nof our stockholders and employees. We believe these initiatives comply fully with the Sarbanes-Oxley Act of 2002 and the rules and regulations\nof the SEC adopted thereunder. In addition, we believe our corporate governance initiatives fully comply with the rules of the Nasdaq\nStock Market LLC (“Nasdaq”). The Board will continue to evaluate, and improve upon as appropriate, our corporate governance\nprinciples and policies.\n\n \n\n**Board\nLeadership Structure and Role in Risk Oversight**\n\n \n\nAndrew\nGordon serves as both our principal executive officer and chairman at the pleasure of the Board. The directors have determined that Mr.\nGordon’s experience in our industry and in corporate transactions, and his personal commitment to Coffee Holding as an investor\nand employee, make him uniquely qualified to supervise our operations and to execute our business strategies. The Board is also cognizant\nof Coffee Holding’s relatively small size compared to its publicly traded competitors. We do not have a lead independent director.\nManagement’s activities are monitored by standing committees of the Board, principally the Audit Committee, the Compensation Committee\nand the Nominating and Corporate Governance Committee. Each of these committees is comprised solely of independent directors. For these\nreasons, the Board deems this leadership structure appropriate for us.\n\n \n\n27\n\n \n\n \n\n**Code\nof Ethics**\n\n \n\nThe\nBoard has adopted a Code of Conduct and Ethics that applies to each of our directors, officers and employees. The Code of Conduct and\nEthics sets forth our policies and expectations on a number of topics, including:\n\n \n\n●Acceptance\nof gifts;\n\n●Financial\nresponsibility regarding both personal and business affairs, including transactions with\nCoffee Holding;\n\n●Personal\nconduct, including ethical behavior and outside employment and other activities;\n\n●Affiliated\ntransactions, including separate identities and usurpation of corporate opportunities;\n\n●Preservation\nand accuracy of Coffee Holding’s records;\n\n●Compliance\nwith laws, including insider trading compliance;\n\n●Preservation\nof confidential information relating to our business and that of our clients;\n\n●Conflicts\nof interest;\n\n●The\nsafeguarding and proper use of our assets and institutional property;\n\n●Code\nadministration and enforcement;\n\n●Reporting,\ninvestigating and resolving of all code violations; and\n\n●Code-related\ntraining, certification of compliance and maintenance of code-related records.\n\n \n\nThe\nAudit Committee of our Board reviews the Code of Conduct and Ethics on a regular basis, and will propose or adopt additions or amendments\nto the Code of Conduct and Ethics as appropriate. The Code of Conduct and Ethics is available on our website at www.coffeeholding.com\nunder “Investor Relations - Corporate Governance.” A copy of the Code of Conduct and Ethics may also be obtained free of\ncharge by sending a written request to:\n\n \n\nDavid\nGordon, Secretary\n\nCoffee Holding Co., Inc.\n\n3475 Victory Boulevard\n\nStaten Island, NY 10314\n\n \n\nWe\nintend to satisfy the disclosure requirement under Section 5.05(c) of Form 8-K regarding an amendment to, or waiver from, a provision\nof our Code of Ethics by posting such information on our website.\n\n \n\n**Independent\nDirectors**\n\n \n\nOur\nBoard currently consists of seven directors, four of whom our Board has determined are independent directors. The standards relied on\nby the Board in affirmatively determining whether a director is “independent,” in compliance with Nasdaq’s rules, are\ncomprised of those objective standards set forth in the rules promulgated by Nasdaq. The Board is responsible for ensuring that independent\ndirectors do not have a relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment in\ncarrying out the responsibilities of a director.\n\n \n\nThe\nBoard has determined that Gerard DeCapua, Barry Knepper, John Rotelli and George F. Thomas, comprising a majority of the Board, are “independent”\ndirectors under Nasdaq’s rules.\n\n \n\nNasdaq’s\nrules, as well as SEC rules, impose additional independence requirements for all members of the Audit Committee. Specifically, in addition\nto the “independence” requirements discussed above, “independent” audit committee members must: (1) not accept,\ndirectly or indirectly, any consulting, advisory, or other compensatory fees from Coffee Holding or any subsidiary of Coffee Holding\nother than in the member’s capacity as a member of the Board and any Board committee; (2) not be an affiliated person of Coffee\nHolding or any subsidiary of Coffee Holding; and (3) not have participated in the preparation of the financial statements of Coffee Holding\nor any current subsidiary of Coffee Holding at any time during the past three years. In addition, Nasdaq’s rules require that all\naudit committee members be able to read and understand fundamental financial statements, including Coffee Holding’s balance sheet,\nincome statement, and cash flow statement. The Board believes that the current members of the Audit Committee meet these additional standards.\n\n \n\n28\n\n \n\n \n\nFurthermore,\nat least one member of the Audit Committee must be financially sophisticated, in that he or she has past employment experience in finance\nor accounting, requisite professional certification in accounting, or any other comparable experience or background which results in\nthe individual’s financial sophistication, including but not limited to being or having been a chief executive officer, chief financial\nofficer, other senior officer with financial oversight responsibilities. Additionally, the SEC requires that Coffee Holding disclose\nwhether the Audit Committee has, and will continue to have, at least one member who is a “financial expert.” The Board has\ndetermined that Barry Knepper meets the SEC’s definition of an audit committee financial expert.\n\n \n\n**Committees\nof the Board**\n\n \n\nThe\nBoard of Coffee Holding has established the following committees:\n\n \n\n*Audit\nCommittee.* The Audit Committee oversees and monitors our financial reporting process and internal control system, reviews and evaluates\nthe audit performed by our registered independent public accountants and reports to the Board any substantive issues found during the\naudit. The Audit Committee is directly responsible for the appointment, compensation and oversight of the work of our registered independent\npublic accountants. The Audit Committee reviews and approves all transactions with affiliated parties. The Board has adopted a written\ncharter for the Audit Committee, which is available on our website at www.coffeeholding.com under “Investor Relations - Corporate\nGovernance.” All members of the Audit Committee are independent directors as defined under Nasdaq’s listing standards. Gerard\nDeCapua, Barry Knepper and George F. Thomas serve as members of the Audit Committee with Barry Knepper serving as its chairman. The Board\nhas determined that Barry Knepper qualifies as an audit committee financial expert as that term is defined by SEC regulations. The Audit\nCommittee held four meetings during the fiscal year ended October 31, 2025, and acted by written consent on one occasion.\n\n \n\n*Compensation\nCommittee.* The Compensation Committee provides advice and makes recommendations to the Board in the areas of employee salaries, benefit\nprograms and director compensation. The Compensation Committee also reviews the compensation of the President and Chief Executive Officer\nof Coffee Holding and makes recommendations in that regard to the Board as a whole. The Board has adopted a written charter for the Compensation\nCommittee, which is available on our website at www.coffeeholding.com under “Investor Relations - Corporate Governance.”\nAll members of the Compensation Committee are independent directors as defined under Nasdaq’s listing standards. Barry Knepper,\nJohn Rotelli and George F. Thomas serve as members of the Compensation Committee, with John Rotelli serving as its chairman. The Compensation\nCommittee held one meeting during the fiscal year ended October 31, 2025, and acted by written consent one time.\n\n \n\n*Nominating\nand Corporate Governance Committee.* The Nominating and Corporate Governance Committee nominates individuals to be elected to the\nfull Board by our stockholders. The Nominating and Corporate Governance Committee considers recommendations from stockholders if submitted\nin a timely manner in accordance with the procedures set forth in Article II, Section 11 of our Bylaws and applies the same criteria\nto all persons being considered. All members of the Nominating and Corporate Governance Committee are independent directors as defined\nunder the Nasdaq listing standards. Gerard DeCapua, John Rotelli and George F. Thomas serve as members of the Nominating and Corporate\nGovernance Committee, with Gerard DeCapua serving as its chairman. The Board has adopted a written charter for the Nominating and Corporate\nGovernance Committee, which is available on our website at www.coffeeholding.com under “Investor Relations – Corporate Governance.”\nThe Nominating and Corporate Governance Committee held one meeting during the fiscal year ended October 31, 2025, and acted by written\nconsent one time.\n\n \n\nThere\nare no minimum qualifications that must be met by a Nominating and Corporate Governance Committee-recommended nominee. It is the policy\nof the Nominating and Corporate Governance Committee to recommend individuals as director nominees who have the highest personal and\nprofessional integrity, who have demonstrated exceptional ability and judgment and who will be most effective, in conjunction with the\nother members of the Board, in collectively serving the long-term interests of our stockholders.\n\n \n\n29\n\n \n\n \n\n**Stockholder\nCommunication with the Board of Directors and Attendance at Annual Meetings**\n\n \n\nThe\nBoard maintains a process for stockholders to communicate with the Board and its committees. Stockholders of Coffee Holding and other\ninterested persons may communicate with the Board or the chairperson of the Audit Committee, Compensation Committee or Nominating and\nCorporate Governance Committee by writing to the Secretary of Coffee Holding at 3475 Victory Boulevard, Staten Island, NY 10314. All\ncommunications that relate to matters that are within the scope of the responsibilities of the Board will be presented to the Board no\nlater than the next regularly scheduled meeting. Communications that relate to matters that are within the responsibility of one of the\nBoard committees will be forwarded to the chairperson of the appropriate committee. Communications that relate to ordinary business matters\nthat are not within the scope of the Board’s responsibilities, such as customer complaints, will be forwarded to the appropriate\nofficer. Solicitations, junk mail and obviously frivolous or inappropriate communications will not be forwarded, but will be made available\nto any director who wishes to review them.\n\n \n\nDirectors\nare expected to prepare themselves for and attend all Board meetings, the Annual Meeting of Stockholders and the meetings of the committees\non which they serve, with the understanding that, on occasion, a director may be unable to attend a meeting."}