Jerash (US) (JRSH) Proxy Filing summary

Executive summary

• Achieved record annual sales of $146 million in fiscal 2025, a 24% increase from fiscal 2024, with improved gross margin from 14% to 15%.

• Resumed profitability before taxation in fiscal 2025 after a first-quarter loss due to Red Sea logistics disruptions.

• Maintained regular quarterly dividend payments of $0.05 per share and generated positive cash flow.

• Expanded production capacity by 15% and completed main production building expansion; satellite factory expansion underway with the Jordanian government.

• Strengthened relationships with major and new customers, including Hansoll Textile Group, and expanded supply chain in the Middle East.

Voting matters and shareholder proposals

• Stockholders will vote to elect five directors to serve until the 2026 annual meeting.

• Advisory vote on the compensation of named executive officers is included.

• Board recommends voting “FOR” all director nominees and “FOR” the executive compensation proposal.

• Stockholder proposals for the 2026 meeting must be submitted by specified deadlines.

Board of directors and corporate governance

• Board consists of five directors, three of whom are independent; 60% board independence and 100% committee independence.

• Board committees: Audit, Compensation, and Nominating and Corporate Governance, each with formal charters and annual self-evaluations.

• Chairman and CEO roles are combined; no lead independent director.

• Board diversity: 20% female, 40% Asia-Pacific-based, 40% Jordan-based, 20% U.S.-based.