Aidy Chou
About Aidy Chou
Aidy Chou, age 68, is Chief Executive Officer, Chairman of the Board, and Director of Armlogi Holding Corp. (BTOC). He has served as President and Director since February 2023, and as CEO and Chairman since April 2023; he also briefly served as CFO from April to August 2023. Chou holds a bachelor’s degree in Economics from National Taiwan University (1984) and is a co‑founder of Armstrong Logistic Inc., with extensive finance and operational leadership experience across logistics and e‑commerce supply chains . Under his tenure, fiscal 2025 revenue grew 14.0% to $190.4 million, while gross margin compressed to -1.6% and net income swung to a loss of $15.3 million due to freight cost inflation and warehouse expansion; management commentary highlights diversification of carriers and focus on operational optimization .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Armlogi Holding Corp. | President; Director; CEO; Chairman; interim CFO | President/Director since Feb 2023; CEO/Chairman since Apr 2023; CFO Apr–Aug 2023 | Provides leadership and institutional knowledge; oversees strategy and financial management during public company scaling . |
| Armstrong Logistic Inc. | CEO (since Jul 2022); CFO (since Apr 2020) | 2020–present | High‑level strategizing, business planning, overall financial management, internal control for logistics subsidiary . |
| Advance Tuner | CEO and CFO | Sep 2003–May 2023 | Managed multimillion‑dollar operations, day‑to‑day oversight; established reputation as a skilled finance professional . |
External Roles
No public company directorships beyond Armlogi are disclosed for Chou in the nominee information section, which explicitly lists other public directorships when applicable .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| CEO Cash Salary ($) | — (no amounts disclosed in Summary Compensation Table) | — (no amounts disclosed in Summary Compensation Table) |
| Bonus ($) | — | — |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| Non‑Equity Incentives ($) | — | — |
| Other Compensation ($) | — | — |
Notes:
- Armstrong Logistic (subsidiary) Employment Agreement sets Chou’s annual base salary at $0, provides standard benefits, and is at‑will with no fixed term .
Performance Compensation
| Plan/Instrument | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Annual Incentive Plan (metrics/payout) | Not disclosed | Not disclosed | Company intends to develop executive compensation policies; none specified in proxy . |
| RSUs/PSUs outstanding | None | None | Outstanding Equity Awards at 2025 fiscal year end: None . |
| Stock Options outstanding | None | None | Outstanding Equity Awards at 2025 fiscal year end: None . |
| Clawback | Effective Jan 10, 2024 | Effective Jan 10, 2024 | Nasdaq‑compliant policy to recoup incentive comp after restatements over prior 3 years . |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | Ownership % | Basis Date |
|---|---|---|---|
| Aidy Chou | 26,900,000 | 58.34% | Record date Oct 20, 2025; 45,443,079 shares outstanding . |
Additional alignment and trading policies:
- Insider Trading Policy prohibits hedging/monetization, short sales, and publicly traded options for directors, officers, and employees .
- The company is a “controlled company” under Nasdaq rules due to Chou’s majority voting power, though it states it does not intend to rely on controlled company exemptions (it could in the future) .
Employment Terms
| Term | Detail |
|---|---|
| Employer/Role | Armstrong Logistic Inc. (wholly owned subsidiary); Chief Executive Officer . |
| Effective Date | January 1, 2022 . |
| Base Salary | $0 annually . |
| Benefits | Health insurance, retirement plan, vacation, sick days; standard employee handbook benefits . |
| Term | At‑will; no fixed term . |
| Severance/Change‑of‑Control | Not specified in the agreement; no severance multiples or CoC terms disclosed for Chou . |
| Clawback | Company‑wide compensation recovery policy effective Jan 10, 2024 (applies to executive officers) . |
Board Governance
- Dual Role: Chou is Chairman and CEO; the Board does not have a policy to separate roles and currently has no Lead Independent Director; rationale cited is continuity and access to institutional knowledge .
- Board Independence: 60% of the Board deemed independent; three independent directors (Morgan, Lin, Chiu) .
- Committees: All three committees (Audit; Compensation; Nominating & Corporate Governance) are fully independent; Russell Morgan chairs all three .
- Meetings: Board held no meetings but acted by unanimous written consent seven times in FY 2025; Audit Committee held three meetings; Compensation Committee held none; Nominating & Governance acted by unanimous written consent three times .
- Director Pay: Company does not pay directors who are employees; independent directors received $36,000 each in FY 2025; Chou received no director compensation .
Performance & Track Record
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Revenue ($) | 166,977,034 | 190,408,258 |
| Gross Margin (%) | 10.8% | -1.6% |
| Net Income ($) | 7,441,218 | (15,348,767) |
- Management commentary (Chou): Growth driven by transportation/warehousing demand and warehouse network expansion, with margin pressure from carrier rate increases; response includes diversifying carriers and cost optimization focus .
Related Party Transactions and Red Flags
- Significant related‑party leases with DNA Motor Inc. (owned by Jacky Chen), including substantial operating lease liabilities and expenses tied to warehouses; related party lease liabilities were $24.1 million as of June 30, 2025 .
- Due to related parties balance of $350,209 as of June 30, 2024 was repaid by FY 2025 .
- Nasdaq Minimum Bid Price Deficiency Notice (Nov 7, 2025): Company received notice for closing bid below $1 for 30 consecutive business days; has 180 days to regain compliance (may consider transfer to Nasdaq Capital Market or reverse split) .
Compensation Structure Analysis (CEO)
- No cash salary or equity awards were disclosed for Chou in FY 2024–FY 2025; company indicates executive compensation policies are to be developed, suggesting limited formal pay‑for‑performance linkages at present .
- Clawback in place covering incentive‑based compensation (when and if granted) .
- Anti‑hedging policy reduces misalignment risks from speculative trading by insiders .
Investment Implications
- Alignment: Chou’s majority ownership (58.34%) strongly aligns incentives with long‑term equity value; however, “controlled company” status can reduce governance checks if exemptions are later utilized .
- Governance: Dual Chairman‑CEO structure without a Lead Independent Director increases key‑person concentration risk; committee independence and an audit committee financial expert partially mitigate .
- Compensation Signal: Absence of disclosed CEO cash/equity pay and no outstanding awards suggests low near‑term insider selling pressure; clawback and anti‑hedging policies are positive, but lack of formal performance‑linked plans limits pay‑for‑performance visibility .
- Operational/Trading Risks: Margin compression from freight costs and warehouse expansion, related‑party lease exposure, and Nasdaq bid‑price deficiency flag financial and liquidity risks; monitor cost actions, carrier mix, and potential reverse split or market transfer as trading catalysts .