{"url_path":"/sec/jva/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 EXECUTIVE COMPENSATION**","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":2704,"has_tables":true,"body_markdown":"**ITEM\n11. EXECUTIVE COMPENSATION**\n\n \n\nThe\nsummary compensation table below summarizes information concerning compensation for the fiscal years ended October 31, 2025 and 2024\nof the individuals who served as President, Chief Executive Officer, Chief Financial Officer and Treasurer (Andrew Gordon) and Executive\nVice President — Operations and Secretary (David Gordon). We refer to these individuals as the “Named Executive Officers.”\n\n \n\n**SUMMARY\nCOMPENSATION TABLE**\n\n \n\nThe\nfollowing table sets forth information with respect to the compensation of our Named Executive Officers for services in all capacities\nto us and our subsidiaries.\n\n \n\nName and Principal Position \nYear \n**Salary(1)**  \nBonus  \nStock Option Awards  \n\nNon-Equity\n\nIncentive Compensation\n  \n\nDeferred\n\nCompensation Earning\n  \n\nAll Other\n\nCompensation (2)\n  \nTotal \n\nAndrew Gordon,\nPresident, Chief Executive Officer \n2025 \n$391,000  \n$9,000  \n$    -  \n$     -  \n$    -  \n$36,432  \n$436,432 \n\nChief Financial Officer and Treasurer \n2024 \n$288,000  \n$-  \n$-  \n$-  \n$-  \n$36,432  \n$324,432 \n\n  \n  \n    \n    \n    \n    \n    \n    \n   \n\nDavid Gordon,\nExecutive Vice President – \n2025 \n$265,000  \n$9,000  \n$-  \n$-  \n$-  \n$69,684  \n$343,684 \n\nOperations and Secretary \n2024 \n$268,000  \n$-  \n$-  \n$-  \n$-  \n$69,684  \n$337,684 \n\n \n\n(1)\nThe figures shown represent amounts earned for the fiscal year, whether or not actually paid during such year.\n\n \n\n30\n\n \n\n \n\n(2)\nThe Named Executive Officers participate in certain group life, health, disability insurance and medical reimbursement plans, not disclosed\nin the Summary Compensation Table, that are generally available to salaried employees and do not discriminate in scope, terms and operation.\nThe figures shown for Andrew Gordon include $15,751 and $10,996 in employer contributions to the 401(k) plan for 2025 and 2024, respectively,\nand health insurance premiums of $15,940 and $25,436 for 2025 and 2024, respectively. The figures shown for David Gordon include $9,372\nand $9,554 for business car expenses in 2025 and 2024, respectively; $10,039 and $7,951 in employer contributions to the 401(k) plan\nfor 2025 and 2024, respectively, and health insurance premiums of $32,645 and $52,179 for 2025 and 2024, respectively.\n\n \n\n**Narrative\nto Summary Compensation Table**\n\n \n\n**Overview**\n\n \n\nOur\nCompensation Committee has responsibility for establishing, implementing and monitoring adherence with our compensation philosophy. In\nthat regard, the Compensation Committee provides advice and makes recommendations to the Board in the areas of employee salaries and\nbenefit programs. The Compensation Committee ensures that the total compensation paid to our executive leadership team is fair and reasonable.\nGenerally, the types of compensation and benefits provided to members of the executive leadership team, including the Named Executive\nOfficers, are similar to those provided to our other officers and employees.\n\n \n\n**Compensation\nComponents**\n\n \n\nOur\ncompensation program for Named Executive Officers consists generally of base salary, annual bonuses and equity-based incentive compensation.\nThese elements are intended to provide an overall compensation package that is commensurate with our financial resources, that is appropriate\nto assure the retention of experienced management personnel, and that aligns their financial interests with those of our stockholders.\nWe pay our Named Executive Officers commensurate with their experience and responsibilities.\n\n \n\n*Base\nSalary.* Each of our Named Executive Officers receives a base salary to compensate him for services performed during the year. The\nbase salaries of our Named Executive Officers are established annually by the Board upon recommendation by the Compensation Committee.\nWhen determining the base salary for each of our Named Executive Officers, the Compensation Committee considers the performance of the\nNamed Executive Officer, the duties of the Named Executive Officer, the experience of the Named Executive Officer in his position and\nsalary levels of the companies in our peer group. Salary levels are also intended to reflect our financial performance. We have entered\ninto employment agreements with each of the Named Executive Officers that provide for minimum annual base salaries. The Named Executive\nOfficers are eligible for annual increases in their base salaries as a result of company performance, individual performance and any\nadded responsibility since their last salary increase.\n\n \n\n*Annual\nBonus.* Our Named Executive Officers are eligible to receive annual cash bonuses. These bonuses are intended to reward the achievement\nof corporate goals and individual performance objectives. The bonus levels are intended to be competitive with those typically paid by\nthe companies in our peer group and commensurate with the Named Executive Officers’ successful execution of duties and responsibilities.\n\n \n\n*Equity\nCompensation.* At the 2013 Annual Meeting of Stockholders, our stockholders approved the 2013 Equity Compensation Plan. Through the\n2013 Equity Compensation Plan, we provide our employees, including our Named Executive Officers, with equity incentives that help align\ntheir interests with those of our stockholders by tying the value delivered to our Named Executive Officers to the value of our shares\nof common stock. We also believe that stock option grants to our Named Executive Officers provide them with long-term incentives that\nwill aid in retaining executive talent by providing opportunities to be compensated through the Company’s performance and rewarding\nexecutives for creating shareholder value over the long-term.\n\n \n\nAs\nthe 2013 Equity Compensation Plan does not allow for grants to be made after the 10 anniversary of the plan, no new grants have been\npermitted since February 2023 and, therefore, during the years ended October 31, 2025, and October 31, 2024 we did not grant any stock\noption awards to the Named Executive Officers.\n\n \n\n31\n\n \n\n \n\n**Implementation\nfor Fiscal Year 2025**\n\n \n\nFor\nthe 2025 fiscal year, Andrew Gordon initially received a base salary of $274,000. Effective March 1, 2025, his base salary was increased\nto $450,000. Andrew Gordon received an annual bonus of $9,000. David Gordon received a base salary of $265,000 and an annual bonus of\n$9,000. For the 2024 fiscal year, Andrew Gordon received a base salary of $288,000 and an annual bonus of $0. David Gordon received a\nbase salary of $268,000 and an annual bonus of $0.\n\n \n\n**Compensation\nDecision-Making Policies and Procedures**\n\n \n\n*Decision-Making\nand Policy-Making.* As a Nasdaq listed company, we must observe governance standards that require executive officer compensation decisions\nto be made by the independent director members of our Board or by a committee of independent directors. Consistent with these requirements,\nour Board has established a Compensation Committee which is comprised entirely of independent directors.\n\n \n\nThe\nCompensation Committee provides advice and makes recommendations to our Board in the areas of employee salaries and benefit programs.\nCompensation may consist of three components: (1) base salary; (2) bonuses; and (3) long-term incentives (e.g., deferred compensation\nand fringe benefits).\n\n \n\nThe\nCompensation Committee generally meets at least once each year or acts by written consent. It considers the expectations of the Chief\nExecutive Officer with respect to his own compensation and his recommendations with respect to the compensation of more junior executive\nofficers, as well as empirical data on compensation practices at peer group companies. The Compensation Committee does not delegate its\nduties to others.\n\n \n\n**Employment\nAgreements**\n\n \n\nWe\nhave entered into employment agreements with Andrew Gordon to secure his continued service as President, Chief Executive Officer, Chief\nFinancial Officer and Treasurer (the “Andrew Gordon Employment Agreement”) and with David Gordon to secure his continued\nservice as Executive Vice President — Operations and Secretary (the “David Gordon Employment Agreement”, and together\nwith the Andrew Gordon Employment Agreement, the “Employment Agreements”). These Employment Agreements have rolling five-year\nterms that each began on May 6, 2005. The term of the Employment Agreements may be converted to a fixed five-year term by the decision\nof our Board or the applicable executive. The Employment Agreements provide for minimum annual salaries, discretionary cash bonuses,\nand participation on generally applicable terms and conditions in other compensation and fringe benefit plans for the executive. The\nEmployment Agreements also guarantee customary corporate indemnification and errors and omissions insurance coverage for the executives\nthroughout the employment term and thereafter for so long as the executives are subject to liability for such service as an executive,\nto the extent permissible by the Nevada Revised Statutes.\n\n \n\nThe\nterms of the Employment Agreements provide that each executive will be entitled to severance benefits if his employment is terminated\nwithout “cause” or if he resigns for “good reason” or following a “change in control” (as such terms\nwill be defined in the Employment Agreements) equal to the value of the cash compensation and fringe benefits that he would have received\nif he had continued working for the remaining unexpired term of the agreement. The Employment Agreements also provide the executives\nwith uninsured disability benefits. During the term of the Employment Agreements and, in case of discharge of such executive with “cause”\nor resignation by such executive without “good reason,” for a period of one year thereafter, the executives are subject to\n(1) restrictions on competition with us; and (2) restrictions on the solicitation of our customers and employees. For all periods during\nand after the term of the employment agreements, the executives are subject to nondisclosure and restrictions relating to our confidential\ninformation and trade secrets.\n\n \n\n32\n\n \n\n \n\nThe\nEmployment Agreements provide that in the event an executive’s employment is terminated in connection with a change in control\nunder circumstances entitling him to severance benefits, and it is determined that the executive would be subject to a 20% excise tax\nimposed by Section 4999 of the Code which applies to certain “excess parachute payments” (the “Excise Tax”),\nwe will pay the executive a “Tax Indemnity Payment” such that the net amount received by the executive after payment of such\nExcise Tax, and any federal, Medicare and state and local income taxes and Excise Tax upon the Tax Indemnity Payment, will be equal to\nthe payments the executive would have retained had there been no Excise Tax. The effect of this provision is that we, and not the executives,\nbear the financial cost of the Excise Tax. In accordance with Section 280G of the Code, we cannot claim a federal income tax deduction\nfor payments subject to the Excise Tax, including the Tax Indemnity Payment.\n\n \n\n**Potential\nPayments Upon a Change of Control**\n\n \n\nUnder\nthe 2013 Equity Compensation Plan, in the event of a change in control (as defined in the 2013 Equity Compensation Plan), the Compensation\nCommittee may, at the time of the grant of an award provide for, among other things, the (i) accelerating or extending the time periods\nfor exercising, vesting in, or realizing gain from any award, (ii) eliminating or modifying the performance or other conditions of an\naward, or (iii) providing for the cash settlement of an award for an equivalent cash value, as determined by the Compensation Committee.\nThe Compensation Committee may, in its discretion and without the need for the consent of any recipient of an award, also take one or\nmore of the following actions contingent upon the occurrence of a change in control: (a) cause any or all outstanding options and stock\nappreciation rights to become immediately exercisable, in whole or in part; (b) cause any other awards to become non-forfeitable, in\nwhole or in part; (c) cancel any option or stock appreciation right in exchange for a substitute option; (d) cancel any award of restricted\nstock, restricted stock units, performance shares or performance units in exchange for a similar award of the capital stock of any successor\ncorporation; (e) redeem any restricted stock, restricted stock unit, performance share or performance unit for cash and/or other substitute\nconsideration with a value equal to the fair market value of an unrestricted share of our common stock on the date of the change in control;\n(f) cancel any option or stock appreciation right in exchange for cash and/or other substitute consideration based on the value of our\ncommon stock on the date of the change in control, and cancel any option or stock appreciation right without any payment if its exercise\nprice exceeds the value of our common stock on the date of the change in control; or (g) make such other modifications, adjustments or\namendments to outstanding awards as the Compensation Committee deems necessary or appropriate. To date, there have been 689,000 options\ngranted under the 2013 Equity Compensation Plan to the Named Executive Officers.\n\n \n\nOther\nthan the severance benefits described under “Employment Agreements” and the potential payments described under “Potential\nPayments Upon a Change of Control” above, we do not maintain contracts, agreements, plans or arrangements that provide for payments\nto the Named Executive Officers at, following, or in connection with any termination of employment.\n\n \n\n**Deferred\nCompensation Plan for Executive Officers**\n\n \n\nIn\nJanuary 2005, we established the Coffee Holding Co., Inc. Non-Qualified Deferred Compensation Plan for Named Executive Officers. Currently,\nAndrew Gordon is the only participant in the plan. Each Named Executive Officer who participates in the plan may defer receipt of all\nor a portion of his annual cash compensation received from Coffee Holding. The deferred amounts are allocated to a deferral account and\ncredited with interest according to the investment classifications made available by the Board. The plan is an unfunded, non-qualified\nplan that provides for distribution of the amounts deferred to participants or their designated beneficiaries upon the occurrence of\ncertain events. The amounts deferred, and related investment earnings, are held in a corporate account for the benefit of participating\nNamed Executive Officers until such amounts are distributed pursuant to the terms of the plan.\n\n \n\nThe\ndeferred compensation payable represents the liability due to the Chief Executive Officer of the Company. The amounts were $129,646 and\n$121,386 as of October 31, 2025, and October 31, 2024, respectively, and are included in Deposits and other assets in the accompanying\nbalance sheets.\n\n \n\n33\n\n \n\n \n\n**Other\nCompensation and Benefits**\n\n \n\n*Retirement\nSavings, Health, and Welfare Benefits*\n\n \n\nThe\nCompany has a 401(k) Retirement Plan, which covers all the full-time employees who have completed one year of service and have reached\ntheir 21st birthday. The Company matches 100% of the aggregate salary reduction contribution up to the first 3% of compensation and 50%\nof aggregate contribution of the next 2% of compensation.\n\n \n\n**Outstanding\nEquity Awards at Fiscal Year-End**\n\n \n\nThe\nfollowing table sets forth information regarding outstanding stock options awarded to each of our Named Executive Officers as of October\n31, 2025.\n\n \n\n  \nNumber of Securities Underlying Unexercised Options  \nOption exercise  \nOption expiration\n\nName \nExercisable  \nUnexercisable  \nprice  \ndate\n\nAndrew Gordon \n 349,000(1) \n      -  \n$5.43  \n4/18/2029\n\nDavid Gordon \n 281,000(1) \n -  \n$5.43  \n4/18/2029\n\n \n\n(1)\nRepresents outstanding stock options granted to current or former employees and directors of the Company pursuant to its 2013 Equity\nCompensation Plan.\n\n \n\n**Equity\nCompensation Plan Information**\n\n \n\nThe\nfollowing table sets forth information regarding outstanding stock options and rights and shares reserved for future issuance under our\nexisting equity compensation plans as of October 31, 2025.\n\n \n\nPlan Category \nNumber of securities to be issued upon exercise of outstanding options, warrants and rights  \nWeighted-average exercise price of outstanding options, warrants and rights  \n\nNumber of\n\nsecurities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))\n \n\n  \n(a)  \n(b)  \n(c) \n\nEquity compensation plans approved by stockholders \n 921,000  \n$5.43  \n - \n\nEquity compensation plans not approved by stockholders \n -  \n$-  \n - \n\nTotal \n 921,000  \n$5.43  \n - \n\n \n\n**During\nthe years ended October 31, 2025 and 2024, employees forfeited 0 and 79,000 stock options, respectively.*\n\n \n\n34\n\n \n\n \n\n**DIRECTOR\nCOMPENSATION**\n\n \n\nNon-employee\ndirectors receive $800 per Board meeting and committee meeting attended in person and $400 per each Board meeting and committee meeting\nattended telephonically. Non-employee directors are also reimbursed for travel expenses and other out-of-pocket costs incurred in connection\nwith attendance at Board and committee meetings.\n\n \n\nTotal\ndirectors’ meeting and committee fees for the fiscal years ended October 31, 2025 and 2024, were $9,600 and $13,600, respectively.\nWe do not compensate our employee directors for service as directors. Directors are also entitled to the protection of certain indemnification\nprovisions in our Amended and Restated Articles of Incorporation and Bylaws.\n\n \n\nThe\nfollowing table sets forth information regarding compensation earned by our non-employee directors during the 2025 fiscal year.\n\n \n\n**DIRECTOR\nCOMPENSATION TABLE**\n\n \n\nName \n**Fees Earned or Paid in Cash (1) ($)**  \n**Stock Options(2)**  \nAll Other Compensation ($)  \nTotal ($) \n\nGerard DeCapua \n$3,200  \n$    -  \n$     -  \n$3,200 \n\nDaniel Dwyer \n$-  \n$-  \n$-  \n$- \n\nBarry Knepper \n$3,200  \n$-  \n$-  \n$3,200 \n\nJohn Rotelli \n$800  \n$-  \n$-  \n$800 \n\nGeorge F. Thomas \n$2,400  \n$-  \n$-  \n$2,400 \n\n \n\n(1)\nMeeting fees earned during the fiscal year, whether such fees were paid currently or deferred.\n\n \n\n(2)\nThe total number of shares of common stock covered by stock options held by each non-employee director at October 31, 2025 were as follows:\n\n \n\n  \n**No. of Shares** \n\nGerard DeCapua \n 100 \n\nDaniel Dwyer \n 5,900 \n\nBarry Knepper \n 22,172 \n\nJohn Rotelli \n 6,548 \n\nGeorge F. Thomas \n 5,000 \n\n \n\n35"}