Ng Tsze Lun
About Ng Tsze Lun
Ng Tsze Lun (age 70) is Head of Marketing at Jerash Holdings (US), Inc. (JRSH) and the head of marketing at Jerash Garments and Treasure Success since January 1, 2018; he also became Head of Business Development of Treasure Success on April 1, 2022. He previously led sales and marketing at Ford Glory International Limited from December 2000 to January 2022 and has served as a director of Treasure Success since August 2016; Mr. Ng graduated from Mansfield College in 1974 . Company performance during FY2023–FY2025 shows revenues rising to $145.8M in FY2025 from $117.2M in FY2024 (24% YoY), with net loss improving to $(0.84)M in FY2025 from $(2.04)M in FY2024; total shareholder return (TSR) for a fixed $100 investment was $117.65 in 2025 vs. $69.36 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ford Glory International Limited | Head of Sales and Marketing | 2000–2022 | Led sales/marketing for apparel trading operations; long-duration commercial leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Treasure Success (JRSH subsidiary) | Director | Aug 2016–present | Governance and oversight at Hong Kong trading subsidiary |
Fixed Compensation
| Component | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Base Salary (JRSH) | $495,000 | $450,000 | Head of Marketing (named executive officer) |
| Bonus (JRSH) | — | — | No annual bonus disclosed |
| All Other Compensation (JRSH) | $960,000 | — | Category disclosed; details not itemized for Mr. Ng |
| Treasure Success Employment (Head of Business Development) | HK$117,000/month (~$14,926) | HK$117,000/month (~$14,926) | End-of-year bonus = one-month basic salary; either party can terminate with one month notice; confidentiality & non-solicit |
| Treasure Success Salary Waiver | — | Waived Jan–Mar 2025 (3 months) | Voluntary waiver indicates alignment with company financial position |
Performance Compensation
Equity Awards (RSUs)
| Grant Date | Grantee | Shares | Vesting Schedule | Fair Value | Status |
|---|---|---|---|---|---|
| Jun 24, 2021 | Mr. Ng | 62,900 | One-year; vested Jun 30, 2022 | $1,266,000 total grant across 200,000 RSUs | Vested and issued |
| Feb 9, 2023 | Company-wide | Not specified for Mr. Ng | Two-year | $1,937,695 total for 405,800 RSUs | 405,100 RSUs vested by Mar 31, 2025 |
| Mar 25, 2024 | Company-wide | Not specified for Mr. Ng | Three-year through Mar 2027 | $2,745,120 total for 915,040 RSUs | 911,440 RSUs remained as of Mar 31, 2025 |
Outstanding Equity Awards at FY2025 Year-End (JRSH)
| Name | Unexercised Options (Exercisable) | Exercise Price | Expiration | Unvested RSUs/Unearned Units (#) | Market/Payout Value ($) |
|---|---|---|---|---|---|
| Ng Tsze Lun | — | — | — | 320,000 | $1,088,000 |
| Gilbert K. Lee | 50,000 | $6.50 | 11/27/2029 | 10,800 | $36,720 |
No stock options were disclosed for Mr. Ng; his performance compensation is predominantly RSU-based with a multi-year vesting schedule .
Pay Versus Performance (Context)
| Year | PEO SCT Total ($) | Avg Non-PEO NEO SCT Total ($) | TSR ($ per $100) | Net Income (Loss) ($) |
|---|---|---|---|---|
| 2023 | 1,087,242 | 480,909 | 76.32 | 2,419,623 |
| 2024 | 1,455,000 | 612,404 | 69.36 | (2,041,926) |
| 2025 | 495,000 | 230,013 | 117.65 | (839,929) |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding | Vested vs Unvested (Executive) | Pledging/Hedging | Ownership Guidelines |
|---|---|---|---|---|---|
| Ng Tsze Lun | 1,176,494 | 9.2% | Unvested/Unearned units: 320,000; market value $1,088,000 | No pledging or hedging disclosures found in proxy/10-K | No stock ownership guideline disclosure identified |
Historical alignment: Mr. Ng previously provided a personal guarantee supporting the company’s HSBC credit facility (2017–2019), underscoring balance-sheet alignment at that time .
Employment Terms
| Item | Details |
|---|---|
| JRSH Role | Head of Marketing since Jan 1, 2018 |
| Treasure Success Role | Head of Business Development since Apr 1, 2022 |
| Employment Agreement (Treasure Success) | HK$117,000/month (~$14,926) and end-of-year bonus equal to one-month salary; one-month notice for termination or pay in lieu; confidentiality and non-solicitation provisions |
| 2025 Salary Waiver | Waived three months salary (Jan–Mar 2025) for Treasure Success role |
| Change-of-Control/Severance | No severance multiples or change-of-control terms disclosed for Mr. Ng in proxy/10-K |
| Clawback | Company Compensation Recovery Policy adopted Nov 27, 2023, recoups excess incentive comp over 3 years upon material restatement; SOX forfeiture applies to CEO/CFO; policy framework in place though specific incentives for Mr. Ng are RSU-based |
Company Performance (Alignment Context)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Revenues ($) | 138,063,309 | 117,187,340 | 145,812,006 |
| EBITDA ($) | 6,845,554* | 1,874,781* | 4,128,552* |
| Net Income (Loss) ($) | 2,419,623 | (2,041,926) | (839,929) |
Values retrieved from S&P Global for EBITDA.*
Recent Quarterly Trend (last 8 quarters)
| Metric | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($) | 27,520,121 | 21,574,454 | 40,935,716 | 40,240,127 | 35,384,737 | 29,251,426 | 39,629,308 | 41,968,534 |
| Net Income (Loss) ($) | 220,713 | (3,088,758)* | (1,345,216)* | 655,288 | (5,806)* | (152,635)* | 318,676 | 461,605 |
Values retrieved from S&P Global for cells marked with *.
Related Party Transactions and Risk Indicators
- Historical personal guarantees: Mr. Ng, as a significant stockholder, personally guaranteed the company’s HSBC facilities alongside Mr. Choi; later filings contemplated releases of personal guarantees in exchange for corporate guarantees, indicating prior direct exposure to financing risk and potential conflicts .
- Insider Trading and Section 16 compliance: The company disclosed timely compliance with Section 16(a) during FY2025; RSU awards and outstanding units are disclosed, but no pledging/hedging disclosures were found .
Compensation Structure Analysis
- Cash vs equity mix: For FY2025, Mr. Ng’s JRSH cash pay was $450,000 with no bonus; equity incentives are primarily RSUs with multi-year vesting (not options), lowering risk compared to leveraged option structures .
- Shift to RSUs: Company granted large RSU pools in 2023 (two-year) and 2024 (three-year), with Mr. Ng carrying 320,000 unearned RSUs; this structure favors retention through time-based vesting and potential selling pressure at vest dates .
- Guaranteed comp vs at-risk pay: No disclosed performance-weighted annual bonus metrics for Mr. Ng; at-risk pay is largely equity with time-based vesting, not explicit financial/TSR hurdles .
- Clawback policy: Implemented and aligned with Nasdaq/SEC rules, mitigates windfall risk on restatements but does not add forward-looking performance metrics to RSU grants .
Investment Implications
- Alignment: Mr. Ng’s 9.2% ownership and prior personal guarantee support indicate strong historical alignment; current unvested 320,000 RSUs create continued equity exposure but could introduce selling pressure as tranches vest through March 2027 .
- Pay-for-performance: Absence of disclosed annual performance metrics or bonus plan for Mr. Ng suggests limited direct linkage between cash pay and operating KPIs; alignment is primarily via stock price through RSUs, while company fundamentals improved in FY2025 (revenues +24%, net loss narrowed) .
- Retention risk: Age 70 and simple termination terms (one-month notice, no severance multiples) imply moderate retention risk and succession planning considerations for commercial leadership roles .
- Trading signals: Watch RSU vesting calendars from 2023–2024 grants (two- and three-year schedules) and any Form 4 activity around vest dates for potential supply overhang; monitor continued TSR improvement alongside profitability inflection to validate incentive alignment .