Jerash (US) (JRSH) Proxy Filing summary

Executive summary

• Fiscal 2024 saw a 15% revenue decline to $117 million, with margins dropping from 16% to 14% and a net loss of $2.0 million, mainly due to reduced shipments, lower-margin new customers, and Red Sea transit disruptions.

• Despite losses, regular quarterly dividends of $0.05 per share were maintained, supported by sufficient operational cash flow.

• The company is expanding its customer base, optimizing supply chains in Turkey and Egypt, and leveraging new factory capacity to improve future performance.

• ESG initiatives include expanded solar panel installations, living wage commitments, and employment programs for refugees and disadvantaged workers.

Voting matters and shareholder proposals

• Stockholders will vote to elect five directors to serve until the 2025 annual meeting; no other proposals are scheduled.

• Each share of common stock is entitled to one vote; cumulative voting is not permitted.

• Board recommends voting “FOR” all director nominees.

Board of directors and corporate governance

• Board consists of five directors, with 60% independence and 20% female representation.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all fully independent.

• Annual self-evaluations, code of ethics, anti-corruption, insider trading, and clawback policies are in place.

• Board diversity includes geographic and gender representation.