Bill Korn

About Bill Korn

Bill Korn, 68, is an independent director of Jerash Holdings (US), Inc. (JRSH) since June 2020; he currently serves as Audit Committee Chair and has been designated the Board’s “audit committee financial expert” by the Board . He is a board member of CareCloud, Inc. (since Oct 2023), and previously served as CareCloud’s CFO (2013–2023) and Chief Strategy Officer (Jul–Oct 2023), bringing deep finance and public-company governance experience to JRSH . The Board has affirmatively determined Mr. Korn is independent under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Independence and roles: The Board has determined Korn is independent; he chairs the Audit Committee and serves on the Compensation and Nominating & Corporate Governance Committees .
• Committee composition (FY2025): Audit (Korn=Chair), Compensation (member), Nominating & Corporate Governance (member); all committees comprised solely of independent directors .
• Attendance/engagement: The Board held five meetings in fiscal 2025; no director attended fewer than 75% of Board and committee meetings, and all directors attended the prior annual meeting .
• Committee activity (FY2025): Audit Committee held four meetings plus several informal calls; Compensation and Nominating & Corporate Governance Committees held no meetings .
• Board leadership: CEO also serves as Chair; the Board has no lead independent director; independent director executive sessions are conducted .
• Policies: Insider Trading Policy prohibits hedging and certain speculative transactions; Clawback policy adopted Nov 27, 2023 to recoup incentive compensation after material restatements .

Committee assignments (FY2025):

Fixed Compensation

Director pay (independent directors) is set by the Board and reviewed at least annually; JRSH pays cash retainers and reimburses reasonable expenses, with no pay to employee directors .

Notes: The proxy shows a flat cash retainer with no equity grants to independent directors in FY2024–FY2025; the FY2024 “All other compensation” line was $13,500 and is not present in FY2025 .

Performance Compensation

No performance‑based compensation elements (non‑equity incentive, equity awards, or options) were disclosed for independent directors, including Mr. Korn, in FY2024–FY2025 .

Other Directorships & Interlocks

• Current public board: CareCloud, Inc. (since Oct 2023) .
• Prior board: siParadigm Diagnostic Informatics; Audit Committee Chair (Apr 2021–Feb 2023) .
• No interlocks or related‑party linkages with JRSH customers/suppliers were disclosed involving Mr. Korn in the company’s related‑party section (transactions disclosed involve CEO‑related entities Yukwise and Multi‑Glory) .

Expertise & Qualifications

• Audit committee financial expert under SEC rules; in-depth finance and accounting understanding; senior leadership experience; governance experience on public and private boards .
• Brings long-tenured public-company CFO background and capital markets/accounting oversight relevant to JRSH’s audit and risk frameworks .

Equity Ownership

• Beneficial ownership (record date July 14, 2025): Bill Korn owned 2,500 shares (<1%); in the prior year’s table he reported no shares .
• Section 16(a) compliance: All officers/directors and >10% holders timely complied with filing requirements for FY2025 and FY2024, respectively .

No director options/RSUs are shown for directors in the outstanding awards tables, which cover named executive officers only .

Governance Assessment

• Strengths:

  • Independence; chairs Audit and is the designated financial expert, aligning expertise with oversight role .
  • Board and committee attendance thresholds met; Audit Committee met four times with additional informal engagement, indicating active audit oversight .
  • Conservative director pay structure (cash-only, no equity grants), and anti‑hedging and clawback policies support investor‑aligned conduct .

• Watch items / potential red flags:

  • CEO/Chair duality with no lead independent director reduces independent counterbalance at the board level .
  • Compensation and Nominating & Governance Committees held no meetings in FY2025, which could signal lighter formal oversight cadence outside audit matters .
  • Minimal disclosed director share ownership (2,500 shares; no equity retainers), offering limited direct alignment via equity for Korn relative to peers that emphasize stock-based director pay .
  • Related‑party consulting arrangements with CEO‑affiliated entities (Yukwise; Multi‑Glory) continue; as Audit Chair, Korn’s rigorous oversight of related‑party transactions remains critical to investor confidence .
  • Auditor transition context: Marcum LLP provided audit services in FY2024; CBIZ CPAs P.C. billed audit fees in FY2025, with auditor for FY2026 under evaluation—Audit Committee process and continuity merit monitoring .

RED FLAG: No lead independent director while CEO is also Chair; Compensation and Nominating committees had zero meetings in FY2025 .
RED FLAG: Ongoing related‑party consulting with CEO‑controlled/affiliated entities underscores the importance of robust Audit Committee oversight .

Overall, Korn’s audit and finance credentials and independent status are positives for board effectiveness, but the board’s leadership structure, limited committee meeting cadence outside audit, and low director equity ownership are governance factors investors should monitor .