Mak Chi Yan
About Mak Chi Yan
Independent director of Jerash Holdings (US), Inc. since May 2018; age 62. Career spans senior roles across Asian securities firms and institutional sales, including Executive Director at Genting Securities Limited (2011–Jan 2020) and Consultant at Hamon Asian Advisors Limited (Jan 2020–Dec 2024). The Board has determined Mr. Mak is independent under Nasdaq rules; his disclosed skills emphasize finance, business development, operations, and leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hamon Asian Advisors Limited | Consultant | Jan 2020 – Dec 2024 | Advisory role in Asian capital markets |
| Genting Securities Limited | Executive Director | 2011 – Jan 2020 | Senior leadership in securities business |
| UOB Kay Hian Hong Kong Limited | Associate Director | 2003 – 2011 | Institutional brokerage and sales |
| Worldsec International (Bank of Tokyo-Mitsubishi affiliate) | VP, Institutional Sales | 2000 – 2002 | International institutional distribution |
| HLG Securities SDN BHD | Head, International Sales (Corporate & Institutional Business Group) | 1999 – 2000 | Led international institutional sales |
External Roles
- No other current public company directorships disclosed for Mr. Mak.
Board Governance
- Independence: Board determined Mr. Mak satisfies Nasdaq independence standards.
- Committee assignments (FY2025): Chair, Nominating & Corporate Governance; Member, Audit; Member, Compensation.
- Attendance/engagement: The Board held five meetings; no director attended fewer than 75% of board and committee meetings. Audit Committee held four meetings; the Compensation and Nominating committees did not meet in FY2025.
- Leadership structure: CEO also serves as Chair; there is no Lead Independent Director.
- Risk oversight: Audit Committee oversees risk including cybersecurity, reporting to the Board.
- Anti-hedging policy and Code of Ethics in place for directors and officers; clawback policy adopted effective Nov 27, 2023.
Committee composition (FY2025):
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Ibrahim H. Saif | Member | Chair | Member |
| Bill Korn | Chair | Member | Member |
| Mak Chi Yan | Member | Member | Chair |
Meeting activity (FY2025):
- Board: 5 meetings; ≥75% attendance by all directors.
- Audit Committee: 4 meetings (plus informal calls).
- Compensation Committee: 0 meetings.
- Nominating & Corporate Governance Committee: 0 meetings.
Fixed Compensation
Director compensation (FY2025):
| Name | Fees earned/paid in cash ($) | Stock awards ($) | Option awards ($) | Total ($) |
|---|---|---|---|---|
| Mak Chi Yan | 60,000 | — | — | 60,000 |
- The company paid a flat cash retainer to independent directors; no equity grants or meeting/committee chair differentials were disclosed for FY2025.
Performance Compensation
- No performance-based director compensation (e.g., RSUs/PSUs/options) disclosed for independent directors in FY2025.
Other Directorships & Interlocks
- No current public company boards disclosed for Mr. Mak; no disclosed interlocks with JRSH customers/suppliers in his biography.
Expertise & Qualifications
- Disclosed competencies: finance, business development, operations, leadership.
- Audit oversight exposure as Audit Committee member; not designated as the audit committee financial expert (that designation is held by Bill Korn).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Mak Chi Yan | 2,500 | <1% |
- Section 16(a) compliance: All officers, directors, and >10% holders were timely with filings in FY2025.
- Insider trading/hedging: Company policy prohibits directors from hedging and certain speculative transactions.
Shareholder Support Signal
Director election results (Annual Meeting Sept 10, 2025):
| Nominee | Votes For | Votes Withheld |
|---|---|---|
| Mak Chi Yan | 6,545,536 | 206,401 |
Say-on-Pay (advisory) result:
| Votes For | Votes Against | Abstentions |
|---|---|---|
| 6,703,668 | 27,405 | 20,864 |
- No broker non-votes on these items.
Related-Party Transactions (Context for Audit Committee Oversight)
| Counterparty | Relationship | Nature | FY2025 Fees | FY2024 Fees |
|---|---|---|---|---|
| Yukwise Limited | Wholly owned by JRSH CEO/Chair (significant stockholder) | Consulting services; CEO services via Treasure Success | $300,000 | $300,000 |
| Multi-Glory Corporation Ltd. | Wholly owned by significant stockholder | Consulting (advisory, marketing, sales) | $300,000 | $300,000 |
- The Audit Committee reviews and approves related-party transactions under bylaws/policy safeguards.
- As an Audit Committee member, Mr. Mak participates in oversight of such transactions.
Governance Assessment
Strengths
- Independent director since 2018; chairs Nominating & Corporate Governance and serves on Audit and Compensation committees, indicating broad governance involvement.
- Strong shareholder support in 2025 election (≈6.55M for vs. 0.21M withheld); robust Say-on-Pay support.
- Satisfactory attendance disclosure; active Audit Committee schedule; established Code of Ethics, anti-hedging, and clawback policies.
Risks/Watch items
- Board leadership: CEO also serves as Chair; no Lead Independent Director—places more weight on committee oversight by independents like Mr. Mak.
- Committee activity: Compensation and Nominating committees held no meetings in FY2025—potential engagement gap given Mr. Mak chairs Nominating.
- Alignment: Director pay was 100% cash with no equity grants in FY2025; Mr. Mak’s disclosed stake (2,500 shares) is small relative to outstanding shares, indicating limited equity alignment.
- Related-party exposure: Ongoing consulting fees to entities affiliated with the CEO and a significant stockholder ($300k each in FY2025) require vigilant Audit Committee oversight to mitigate conflict risk.
Overall implication for investors
- Mr. Mak brings capital markets and institutional sales experience and holds key governance roles; shareholder support is solid. However, the concentration of board leadership, low equity alignment for directors, and related-party arrangements elevate the importance of active committee oversight—particularly given the lack of Compensation and Nominating committee meetings in FY2025. Continued monitoring of committee activity and related-party transaction review processes is advised.