Ibrahim H. Saif

About Ibrahim H. Saif

Ibrahim H. Saif, age 59, has served as an independent director of Jerash Holdings (US), Inc. since January 2020 and is currently Managing Partner of EFT Solutions . He previously served as Jordan’s Minister of Planning and International Cooperation (2013–2015) and Minister of Energy and Mineral Resources (2015–2017), and has held senior policy and economic roles including at Carnegie Middle East Center and as a consultant to the World Bank and IMF; he brings deep economics, operations, and leadership expertise to the board . He is Chair of the Compensation Committee and a member of the Audit and Nominating & Corporate Governance Committees; the Board affirms his independence under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Independence: Board determined Saif is independent under Nasdaq standards .
• Committee assignments:
  • Compensation Committee: Chair
  • Audit Committee: Member
  • Nominating & Corporate Governance Committee: Member
• Attendance/meetings:
  • Board met 5 times in fiscal 2025; no director attended fewer than 75% of aggregate Board and committee meetings .
  • Audit Committee held 4 meetings in fiscal 2025; Compensation Committee held 0; Nominating & Corporate Governance Committee held 0 .
• Board structure:
  • CEO also serves as Chair; Board has no Lead Independent Director .
  • Independent directors hold executive sessions (“Yes”) per governance highlights .
• Governance policies:
  • Code of Ethics and Anti-Corruption Policy in place; Anti-Hedging policy prohibits hedging/monetization and certain speculative transactions by directors and officers .
  • Clawback policy compliant with Nasdaq Rule 10D-1 adopted Nov 27, 2023 .

Fixed Compensation

Director compensation (cash/equity) for Saif:

Notes:

• No separate committee chair fees or meeting fees are disclosed; compensation is primarily a flat cash retainer for independent directors .

Performance Compensation

There is no performance-based director compensation disclosed for Saif (no cash incentive, RSU, or option awards).

No performance metrics, targets, or equity award criteria are disclosed for directors; only executives are covered in the equity award and pay-versus-performance sections .

Other Directorships & Interlocks

• No other public company directorships or disclosed interlocks for Saif in JRSH proxy materials .
• Compensation Committee Interlocks: Committee comprised solely of independent directors (Saif, Korn, Mak); Company notes independence and no insider participation .

Expertise & Qualifications

• In-depth understanding of economics, business development, and operations; senior leadership experience in government and private sector .
• Government policy experience (planning, energy) and international organization advisory (World Bank, IMF) .
• Governance: Serves as Compensation Chair and member of Audit and Nominating Committees .

Equity Ownership

Beneficial ownership as reported in JRSH proxies:

Alignment considerations:

• Anti-hedging policy prohibits hedging/monetization and certain speculative transactions in company securities by directors .
• No disclosure of any pledging of JRSH shares by Saif .

Governance Assessment

Strengths

• Independent director with substantial economics and policy expertise; chairs Compensation and serves on Audit and Nominating, supporting committee independence .
• Board disclosures indicate independent director executive sessions, Code of Ethics, Anti-Corruption, Anti-Hedging, and a compliant clawback policy, which are shareholder-friendly safeguards .
• Board-level attendance met the ≥75% threshold; Audit Committee met 4 times in FY25, indicating baseline oversight cadence .

Watch items / RED FLAGS

• Board leadership concentration: CEO also serves as Chair; no Lead Independent Director—reduces independent counterbalance in board leadership .
• Committee inactivity: Compensation and Nominating & Governance Committees held 0 meetings in FY25 (also 0 in FY24), which can signal limited formal oversight of pay and director nominations despite Saif’s chair role on Compensation .
• Related-party transactions with entities controlled by the CEO (Yukwise; Multi-Glory) continue; oversight sits with the Audit Committee (of which Saif is a member). No transactions involve Saif, but the recurring nature warrants continued scrutiny .
• Ownership alignment: Saif held 2,500 shares as of July 2025 (less than 1%); no director equity grants disclosed—alignment relies on modest open-market or direct holdings rather than ongoing equity-based retainers .

Other observations

• Director compensation is a flat cash retainer ($60,000; previously $60,000 plus $13,500 other in FY24), with no equity or performance-linked elements, which may blunt long-term alignment for independent directors .
• Say-on-pay (NEO) placed on 2025 ballot; outcomes not disclosed in proxy; not directly tied to director compensation .

Net takeaway: Saif brings strong economic and policy credentials and serves as an independent check across key committees. However, persistent committee inactivity (Compensation, Nominating) and combined CEO/Chair structure without a Lead Independent Director, plus recurring related-party agreements (CEO-affiliated), are governance quality concerns to monitor despite the presence of anti-hedging and clawback controls .