Wei (Kitty) Yang
About Wei (Kitty) Yang
Wei (Kitty) Yang, 42, is Vice President and Secretary of Jerash Holdings (US), Inc. and has served on the Board since 2017; she is also Deputy General Manager of Jerash Garments (a key operating subsidiary) since 2014, and is fluent in English, Arabic, and Chinese . Company performance context during her tenure: FY2025 revenue was $145.8M (+24% YoY) with ~15% gross margin and a net loss of $0.8M; FY2024 revenue was $117.2M with ~14% gross margin and a net loss of $2.0M . Total Shareholder Return (SEC “value of $100” measure) progressed to 117.65 in 2025 from 69.36 in 2024 and 76.32 in 2023, framing investor outcomes alongside pay disclosures .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Jerash Garments & Fashions Manufacturing Co., Ltd. | Deputy General Manager | 2014–present | Oversees operations; liaison with overseas customers/suppliers; HR management |
| Martino Holding Limited | Deputy Operations Officer | 2010–2014 | Ran business operations with global clientele/suppliers |
| Eternity Travel Agency | Partner | 2008–2010 | Small business leadership experience |
| Jordan Dragon Garment Co. Ltd. (Taiwan-listed) | Human Resources Chief | N/A | Built HR policies/processes for 4,000+ employees |
External Roles
- No current public company directorships are disclosed for Ms. Yang in the nominee information .
Board Governance and Service
- Service: Director since May 2017; non-independent insider (officer-director) .
- Committees: Audit, Compensation, and Nominating committees are fully independent; Ms. Yang is not listed as a member .
- Board structure: CEO also serves as Chairman; the Board has no lead independent director (potential independence concern) .
- Attendance: Board held 5 meetings in FY2025; no director attended fewer than 75% of Board/committee meetings .
- Director pay policy: Employee directors (including Ms. Yang) receive no additional director fees .
Fixed Compensation
| Metric (USD) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | $89,701 | $98,305 | $98,305 |
| Bonus ($) | $0 | $0 | $0 |
| All Other Compensation ($) | $109,825 | $124,200 | $0 |
| Total ($) | $199,526 | $222,505 | $98,305 |
Notes:
- Ms. Yang is employed by Jerash Garments (subsidiary) with monthly pay in Jordanian Dinar (see Employment Terms), and has no separate employment agreement for her Vice President/Secretary roles at the parent company .
Performance Compensation
Equity award design and vesting cadence
| Grant date | Instrument | Shares to Yang | Vesting | Status/Notes |
|---|---|---|---|---|
| Jun 24, 2021 | RSUs | 11,750 | 1-year; all RSUs vested and shares issued Jun 30, 2022 | Completed vest; time-based, not performance-based |
| Feb 9, 2023 | RSUs (company-wide) | N/A (part of 405,800 to 37 execs/employees) | 2-year vest | 405,100 RSUs vested as of Mar 31, 2025 |
| Mar 25, 2024 | RSUs (company-wide) | N/A (part of 915,040 to 35 execs/employees) | 3-year vest | 911,440 RSUs remained outstanding as of Mar 31, 2025 |
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Unvested RSUs at fiscal year-end (Yang): | Metric | FY2023 | FY2024 | FY2025 | |---|---:|---:|---:| | Unvested RSUs (#) | 23,000 | 64,400 | 41,400 |
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Stock options (historical): | Holder | Options (#) | Strike | Expiration | Status | |---|---:|---:|---|---| | Wei (Kitty) Yang | 100,000 | $7.00 | Apr 9, 2023 | Listed in FY2023 outstanding table; expired 4/9/2023 |
Observations:
- Incentives are primarily time-based RSUs; no disclosed performance metrics or formulaic ties (e.g., revenue/EBITDA/TSR targets) to Ms. Yang’s equity awards .
- The Compensation Committee did not meet in FY2025, limiting evidence of active performance calibration (governance risk) .
Equity Ownership & Alignment
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Total beneficial shares | 259,850 | 259,850 | 296,850 |
| Percent of shares outstanding | 2.1% | 2.1% | 2.3% |
| Directly held by Ms. Yang | 53,100 | 53,100 | 76,100 |
| Held by spouse (Eric Tang) | 206,750 | 206,750 | 220,750 |
Policy and practices:
- Anti-hedging policy prohibits hedging/monetization and certain short-term/speculative transactions (e.g., short sales, publicly traded options) in Company securities .
- No director ownership guidelines were disclosed; no pledging disclosures specific to Ms. Yang were presented in the proxy .
Insider selling pressure:
- We attempted to fetch Forms 4 for Ms. Yang to evaluate recent sales/withholding but could not access the insider-trades API (authorization error). Analysis below therefore relies on proxy-reported holdings and vesting schedules [insider-trades attempt; tool error].
Employment Terms
| Date | Employer/Role | Term | Cash comp | Perquisites | Bonus | Notes |
|---|---|---|---|---|---|---|
| May 1, 2023 | Jerash Garments – Deputy General Manager | Initial agreement (renewable) | JOD 3,500/mo | Housing, transport, three meals/day | Eligible at discretion (individual + subsidiary performance) | Parent has no employment agreement for VP/Secretary roles |
| May 1, 2024 (renewal) | Jerash Garments – Deputy General Manager | 1 year | JOD 3,500/mo; paid JOD 5,800/mo total in FY2025 (approx. $8,192) | Housing, transport, meals | Discretionary | Renewed May 1, 2024 and May 1, 2025 for one year each |
| May 1, 2025 (renewal) | Jerash Garments – Deputy General Manager | 1 year | JOD 3,500/mo; see FY2025 paid level | Housing, transport, meals | Discretionary | No parent-company employment agreement for VP/Secretary |
Clawback: A Compensation Recovery Policy (effective Nov 27, 2023) mandates recoupment of excess incentive pay upon material restatements, compliant with SEC Rule 10D‑1/Nasdaq .
Insider trading: Anti-hedging/short-term trading restrictions apply to directors and officers .
Compensation Structure Analysis (Pay-for-Performance signals)
- Mix shift: 2025 compensation shows only salary ($98,305) and no “All Other” or bonus, down from elevated “All Other” in 2023–2024, implying reduced non-salary compensation year-over-year .
- Equity incentives: Recent awards are time-based RSUs (2021–2024 programs), not performance-based PSUs; no disclosed revenue/EBITDA/TSR metrics tied to Ms. Yang’s annual pay outcomes .
- Governance process: Compensation Committee held no meetings in FY2025, which may limit formal performance linkage/oversight (red flag) .
- Company outcomes: Revenue rebounded in FY2025 (+$28.6M YoY) with margin improvement and smaller net loss, potentially supporting retention/incentive value but without metric-based payouts for Ms. Yang disclosed .
Performance & Track Record (Context)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Revenue ($M) | $138.1 | $117.2 | $145.8 |
| Gross margin (%) | 16% | ~14% | ~15% |
| Net income (loss) ($M) | $2.4 | $(2.0) | $(0.8) |
| TSR – Value of $100 | 76.32 | 69.36 | 117.65 |
Highlights: FY2025 delivered record sales, improved gross margin, and narrowed losses amid supply chain/logistics headwinds and mix shifts; TSR recovery in 2025 provides a constructive backdrop for equity-based incentives .
Related Party Transactions (Governance context)
- The Company maintains consulting agreements with Yukwise (wholly owned by CEO/Chair) and Multi‑Glory (owned by a significant stockholder) at $300,000 per annum each; fees were $300,000 in FY2025 and FY2024, renewed monthly .
- While not directly tied to Ms. Yang, these arrangements shape overall governance risk assessment and compensation comparability .
Director Compensation (as a Director)
- Independent directors receive $60,000 cash retainers; employee directors (including Ms. Yang) receive no separate director compensation .
Say‑on‑Pay & Shareholder Feedback
- 2025 proxy includes a non‑binding advisory vote on NEO compensation (no results disclosed in the proxy) .
Equity Plan, Policies, and Limits
- Amended and Restated 2018 Stock Incentive Plan authorizes equity awards through July 19, 2029; as of FY2025 year‑end, 117,710 shares remained available for future issuance .
- Clawback and anti‑hedging policies are in force (see above) .
Investment Implications
- Alignment and retention: Ms. Yang’s meaningful beneficial stake (2.3%) and continuing unvested RSUs align interests with shareholders and support retention; time-based RSUs without performance hurdles reduce risk of zero payouts but dilute pay‑for‑performance rigor .
- Near‑term sell pressure: With options expired in 2023 and time‑based RSUs continuing to vest (2023/2024 programs), periodic settlement could create modest, programmatic supply; lack of accessible Form 4 data limits read‑through on recent dispositions (monitor post‑vesting windows) .
- Governance risk: Dual CEO/Chair structure with no lead independent director and no Compensation Committee meetings in FY2025 are notable governance red flags that may weaken oversight of pay/performance calibration .
- Pay trajectory vs results: After a weak FY2024, FY2025 showed strong revenue recovery and margin improvement; Ms. Yang’s 2025 pay dropped to salary-only (no bonus/other comp), indicating conservative cash pay despite better operating momentum; equity remains the primary at‑risk lever .
- Policy backstops: Clawback and anti‑hedging policies mitigate misconduct/hedging risks, supporting investor protections around incentive outcomes .