Choi Lin Hung
About Choi Lin Hung
Choi Lin Hung is 63 and has served as Chairman, Chief Executive Officer, President, and Treasurer of Jerash Holdings (US), Inc. since May 2017, with over 25 years of garment industry experience and prior roles at Deutsche Bank and First Pacific Bank (1987–1995) . Under his leadership, FY2025 revenue rose 24% to $145.8 million from $117.2 million in FY2024, with gross margin improving from ~14% to ~15%; the company maintained a $0.05 quarterly dividend despite a FY2025 net loss of $0.8 million . Pay-versus-performance shows CAP (compensation actually paid) to the PEO moving with TSR and net income: TSR value per initial $100 improved to $117.65 in 2025 while net income remained negative . The Board combines Chair and CEO roles without a lead independent director, relying on fully independent committees for governance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jerash Garments and Fashions Manufacturing Co., Ltd. | Director | Since 2012 | Critical institutional knowledge of Jerash and subsidiaries |
| Chinese Garments and Fashions Manufacturing Co., Ltd.; Jerash for Industrial Embroidery Co., Ltd. | General Manager | Since 2015 | Operational leadership across manufacturing and embroidery units |
| Treasure Success International Limited | Director | Since 2016 | Financial/treasury expertise supporting Hong Kong operations |
| Jerash Holdings (US), Inc. | Chairman, CEO, President, Treasurer | Since May 2017 | Dual leadership role guiding strategy and operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deutsche Bank | Various positions | 1987–1995 | Finance and treasury experience |
| First Pacific Bank | Various positions | 1987–1995 | Banking expertise supporting corporate finance acumen |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $490,367 | $495,000 | $495,000 |
| All Other Compensation ($) | $596,875 | $960,000 | — |
| Consulting Fees via Yukwise ($) | $300,000 | $300,000 | $300,000 |
Notes:
- Mr. Choi’s CEO services are provided through a consulting agreement between Treasure Success (subsidiary) and Yukwise (wholly owned by Mr. Choi), at $300,000 per annum, auto-renewing monthly .
- FY2025 summary compensation shows salary only; FY2024 included substantial “All Other Compensation” alongside salary .
Performance Compensation
Jerash’s recent executive equity program is primarily time-based RSUs, with multi-year vesting; no explicit annual cash bonus or formal performance metric weighting is disclosed for the CEO.
| Equity Award | Grant Date | Recipient | Shares/Units | Vesting | Status/Value |
|---|---|---|---|---|---|
| RSUs (company-wide) | Jun 24, 2021 | Choi Lin Hung | 62,900 | 1-year | Vested; shares issued Jun 30, 2022 |
| RSUs (company-wide) | Feb 9, 2023 | Company-wide | 405,800 total | 2-year | 405,100 vested, shares issued by FY2025 |
| RSUs (company-wide) | Mar 25, 2024 | Company-wide | 915,040 total | 3-year | 911,440 remained as of Mar 31, 2025; $1,805,400 unrecognized comp to FY2027 |
| Outstanding Equity Awards (CEO) | FY-end 2024 | Choi Lin Hung | 445,000 unearned RSUs | Various | Market value $1,361,700 |
| Outstanding Equity Awards (CEO) | FY-end 2025 | Choi Lin Hung | 320,000 unearned RSUs | Various | Market value $1,088,000 |
Pay versus Performance (CEO “PEO”)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| CAP to PEO ($) | $440,940 | $596,549 | $1,140,142 |
| TSR Value per $100 | $76.32 | $69.36 | $117.65 |
| Net Income (Loss) ($) | $2,419,623 | $(2,041,926) | $(839,929) |
Observations:
- Equity is predominantly time-based RSUs; no disclosed weighting to revenue/EBITDA/TSR targets for the CEO’s annual incentives .
- CAP rose in FY2025 alongside improving TSR, even with negative net income .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 3,883,775 shares (30.6%); includes 187,900 direct and 3,695,875 via Merlotte Enterprise Limited (sole member: Mr. Choi) |
| Prior Year Beneficial Ownership | 3,758,775 shares (30.6%); 62,900 direct and 3,695,875 via Merlotte |
| Vested vs Unvested | Unvested RSUs: 320,000 units (FY2025); 445,000 units (FY2024) |
| Options | None for Mr. Choi |
| Anti-Hedging Policy | Prohibits hedging, short sales, and certain speculative transactions by directors/officers/employees |
| Pledging | No pledging disclosures; none indicated in proxy anti-hedging policy |
| Ownership Guidelines | Not disclosed |
Employment Terms
| Agreement | Counterparty | Key Terms |
|---|---|---|
| CEO Services (Consulting) | Treasure Success ↔ Yukwise | $300,000 per annum; auto-renews monthly; in effect since Jan 1, 2018 |
| Treasurer Role (Employment Letter) | Treasure Success ↔ Mr. Choi | HK$117,000/month (~$14,926); one-month notice or pay in lieu; end-of-year bonus equal to one-month salary; confidentiality and non-solicitation provisions |
| Clawback Policy | Company | Compensation Recovery Policy effective Nov 27, 2023, compliant with Nasdaq/SEC Rule 10D-1; recovers excess incentive-based comp for material restatements (3-year lookback) |
Not disclosed: Severance multiples, change-of-control (single/double trigger), non-compete terms, tax gross-ups, deferred compensation, pension/SERP, and perquisite detail for Mr. Choi .
Board Governance
| Attribute | Detail |
|---|---|
| Board Tenure | Director since May 2017; Chair, CEO, President, Treasurer (non-independent) |
| Independence | 3 of 5 directors independent (Saif, Korn, Mak) |
| Leadership Structure | Combined Chair/CEO; no lead independent director |
| Attendance | Board held 5 meetings in FY2025; all directors ≥75% attendance; all attended annual meeting |
| Committees | Audit: Korn (Chair), Saif, Mak; Compensation: Saif (Chair), Korn, Mak; Nominating: Mak (Chair), Saif, Korn—100% independent |
| Committee Activity | Compensation Committee held no meetings in FY2025 |
| Director Compensation (Independents) | $60,000 cash retainer; no stock/options in FY2025 |
Dual-role implications:
- Concentration of roles (Chair/CEO/President/Treasurer) may reduce board independence and checks; mitigated by fully independent committees but absence of a Lead Independent Director is a governance gap .
Say‑on‑Pay & Shareholder Feedback
| Meeting | Votes For | Votes Against | Abstentions | Outcome |
|---|---|---|---|---|
| Sep 10, 2025 | 6,703,668 | 27,405 | 20,864 | Approved |
| Sep 27, 2024 | 7,107,674 | 98,567 | 104,256 | Approved |
| Frequency (2024) | 1 Year: 7,252,556; 2 Years: 900; 3 Years: 42,309; Abstain: 14,732 | Annual votes going forward |
Related Party Transactions
| Party | Relationship | Nature | Amount |
|---|---|---|---|
| Yukwise Limited | Wholly owned by Mr. Choi | Consulting for CEO services | $300,000 in FY2025 and FY2024 |
| Multi-Glory Corporation Ltd. | Wholly owned by significant stockholder | Advisory/marketing/sales consulting | $300,000 in FY2025 and FY2024 |
Audit Committee oversees related party transactions; approval requires disinterested majority or fairness determination per bylaws .
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenue ($mm) | $138.1 | $117.2 | $145.8 |
| Gross Profit ($mm) | — | $16.9 | $22.3 |
| Gross Margin (%) | ~16% | ~14% | ~15% |
| Net Income (Loss) ($mm) | $2.4 | $(2.0) | $(0.8) |
Qualitative operational initiatives: supply chain diversification to Middle East/Africa, capacity expansion (~15% near-term), new customer wins (Hansoll Textile Group), and continuation of $0.05 quarterly dividend .
Investment Implications
- Alignment: Significant insider ownership (30.6%) with anti‑hedging restrictions and sizeable unearned RSUs suggests medium-term equity alignment; lack of ownership guidelines and no pledging disclosure reduce formal guardrails .
- Governance risk: Combined Chair/CEO/President/Treasurer without a lead independent director, and no disclosed severance/CoC terms, heightens key-person and oversight risk despite independent committees .
- Incentive design: Predominantly time-based RSUs with limited disclosed performance metrics may weaken pay‑for‑performance rigor; however, CAP and TSR moved positively in FY2025 even with negative net income .
- Trading signals: Large RSU vesting cohorts (2023–2025) and remaining unearned units (320k at FY2025) can create episodic supply; monitor Form 4s around vest dates for potential selling pressure. Company reports timely Section 16 filings but provides no trade-level patterns in proxy/8‑K .
- Related parties: Ongoing consulting arrangements with entities controlled by insiders (Yukwise, Multi‑Glory) are governance sensitivities; continued Audit Committee oversight is critical for fairness .