Business Context and Reporting Period
Company: Coffee Holding Co., Inc. (Nasdaq: JVA)
Filing Type: Form 8-K (Current Report)
Report Date: February 26, 2026
Event: Amendment to the Amended and Restated Employment Agreement with Andrew Gordon, the Company's President, CEO, CFO, and Treasurer.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation adjustments.
Material Changes
The filing details a material change to the compensation structure of the CEO, Andrew Gordon, effective February 26, 2026:
- Base Salary Reduction: Annual base salary reduced from $325,000 to $80,000.
- Incentive Bonus Grant: Mr. Gordon is granted a right to receive a $1.6 million incentive bonus contingent on remaining employed with the Company until January 1, 2030.
- Payment Terms: The bonus is payable by March 16, 2030.
- Severance Condition: Mr. Gordon must enter into a general release to be eligible for severance benefits.
Guidance, Outlook, and Risks
Management Commentary: The amendment was approved by the Board of Directors. The text notes that the description of the agreement is qualified in its entirety by the full Amendment attached as Exhibit 10.1.
Risks and Contingencies: The $1.6 million bonus is contingent upon long-term employment retention through 2030. No other risks, contingencies, or unusual items are disclosed in this specific filing.
Investor Verification Checklist
- Verify the total potential compensation impact of the $1.6 million bonus against the $245,000 annual salary reduction over the 4-year period (2026-2030).
- Review the full text of Exhibit 10.1 to understand specific performance metrics or conditions attached to the bonus beyond the employment duration.
- Confirm the accounting treatment of the bonus liability and any associated stock-based compensation implications.
- Assess the implications of the "general release" requirement for severance on future executive turnover scenarios.