Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 9, 2020, the Board of Directors (the "Board") of Jerash Holdings
(US), Inc. (the "Company") appointed Dr. Ibrahim H. Saif, age 54, to serve as an
independent director of the Company, as the Chairman of the Compensation
Committee of the Board, and as a member of the Nominating and Corporate
Governance Committee and of the Audit Committee of the Board.
Dr. Saif is currently the CEO of Jordan Strategy Forum, an economic development
think tank enabling the Jordanian private sector to engage in constructive
dialogue on local economic issues and achieve comprehensive economic
development. Previously, he served in the Jordanian government as the Minister
of Energy and Mineral Resources from March 2015 to June 2017, and the Minister
of Planning and International Cooperation from March 2013 to March 2015. Prior
to his appointment as a Jordanian Minister, Dr. Saif was a Senior Scholar at the
Carnegie Middle East Center, and served as a consultant to the World Bank, the
International Monetary Fund, and other international organizations. Dr. Saif was
also a former Director of the Center for Strategic Studies at the University of
Jordan, and served as the Secretary General of the Economic and Social Counsel
in Jordan. He has taught at both the University of London and Yale University,
where he led courses on the economies of the Middle East. Dr. Saif holds a
Doctorate in Economics, specializing in Trade, Investment, and
Industrialization, and a Master's Degree in Economics with emphasis on
Development Issues, both from the University of London, as well as a Bachelor's
Degree in Economics from Yarmouk University in Jordan.
On January 9, 2020, the Company and Dr. Saif entered into a Director Offer
Letter (the "Offer Letter"), pursuant to which Dr. Saif will be compensated at a
rate of $75,000 per year, payable in cash quarterly at the end of each quarter.
The Offer Letter contains customary confidentiality, non-solicitation, and
indemnification provisions. The foregoing summary of the Offer Letter does not
purport to be complete and is qualified in its entirety by reference to the
Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K.
There is no family relationships between Dr. Saif and any director or executive
officer of the Company. To the best knowledge of the Company, there is no
understanding or arrangement between Dr. Saif and any other person pursuant to
which he was appointed as a director. To the best knowledge of the Company,
neither Dr. Saif nor any of his immediate family members is a party to any
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On January 10, 2020, the Company issued a press release announcing the
appointment of Dr. Saif as an independent director of the Company, which is
filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibit
10.1 Director Offer Letter dated January 9, 2020 by and between Jerash
Holdings (US), Inc. and Ibrahim H. Saif
99.1 Press Release dated January 10, 2020
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