David Chiu
About David Chiu
David Chiu, age 47, has served as an independent director of Armlogi Holding Corp. (BTOC) since August 2025. He is currently General Manager at Aonegroup Inc. (since 2022), overseeing import/export, wholesale distribution, and operational/business development initiatives; previously he was General Manager at Crown Kicks Inc. (2013–2020), a flooring wholesaler, with responsibility for daily operations and strategic decisions. He holds a bachelor’s degree in Economics from the University of Victoria (2001) and a master’s degree in Business Management from California America University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crown Kicks Inc. | General Manager | 2013–2020 | Oversaw daily operations and strategic decisions |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| Aonegroup Inc. | General Manager | 2022–present | Oversees import/export, wholesale distribution, operations and business development |
Board Governance
- Independence: The Board determined David Chiu satisfies Nasdaq independence standards; he is one of three independent directors on BTOC’s five-member board .
- Board leadership: CEO Aidy Chou serves as Chairman; the Board does not have a lead independent director .
- Committee assignments: David Chiu is a member of the Audit, Compensation, and Nominating & Corporate Governance Committees; all three committees are fully independent, and their chairs are independent (chaired by Russell Morgan) .
- Meeting cadence FY2025: The full Board held zero formal meetings and acted by unanimous written consent seven times; Audit Committee held three meetings plus one unanimous written consent; Compensation Committee held no meetings; Nominating & Governance acted by unanimous written consent three times and held no meetings .
| Committee | Role | Chair? | Independence (Nasdaq) | FY2025 Formal Meetings | FY2025 Unanimous Written Consents |
|---|---|---|---|---|---|
| Audit | Member | No | Yes | 3 | 1 |
| Compensation | Member | No | Yes | 0 | 0 |
| Nominating & Corporate Governance | Member | No | Yes | 0 | 3 |
| Board-Level Governance | Formal Meetings FY2025 | Unanimous Written Consents FY2025 | Board Chair/CEO Combined | Lead Independent Director |
|---|---|---|---|---|
| Board of Directors | 0 | 7 | Yes (CEO is Chair) | None |
Governance policies: Code of Ethics and Insider Trading Policy (anti-hedging and prohibition on short-term/speculative transactions, including publicly traded options) are in place; committee charters are posted on the company’s website . Clawback policy (effective Jan 10, 2024) compliant with SEC Rule 10D-1 applies to executive incentive compensation .
Fixed Compensation
Director compensation for FY2025 consisted of cash fees only for independent directors who served during that year; David Chiu joined in August 2025 and received no compensation for FY2025.
| Director | Cash Fees FY2025 ($) | Stock Awards FY2025 ($) | Option Awards FY2025 ($) | Total FY2025 ($) |
|---|---|---|---|---|
| David Chiu | 0 (joined Aug 2025; no FY2025 pay) | — | — | 0 |
| Russell Morgan (for reference) | 36,000 | — | — | 36,000 |
Notes: “—” indicates no award reported; non-employee director compensation decisions are set by the Board and reviewed at least annually by the Compensation Committee .
Performance Compensation
No performance-based director compensation was disclosed for FY2025 (no stock awards, options, or non-equity incentive plan compensation for directors) .
Other Directorships & Interlocks
- No other public company directorships for David Chiu were disclosed in his nominee biography .
- Compensation Committee interlocks disclosure was not required (smaller reporting company) .
Expertise & Qualifications
- Business operations and international trade leadership (Aonegroup Inc.) .
- Wholesale/distribution operational management (Crown Kicks Inc.) .
- Academic credentials in economics and business management .
Equity Ownership
| Holder | Shares Owned | % of Shares Outstanding | Record Date |
|---|---|---|---|
| David Chiu | 20,000 | 0.04% (based on 45,443,079 outstanding) | October 27, 2025 |
Anti-hedging: Directors are prohibited from hedging or engaging in short-term/speculative transactions (including publicly traded options) in company securities under the Insider Trading Policy .
Governance Assessment
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Strengths:
- Independent director serving on all three key committees; full committee independence and independent chairs enhance oversight .
- Formal ethics, anti-hedging, and clawback policies signal baseline governance controls .
-
Concerns / RED FLAGS:
- Combined CEO/Chair with no lead independent director reduces counterbalance and could impair board independence in practice .
- Limited formal meeting cadence: the Board met zero times formally in FY2025, relying on seven unanimous written consents; Compensation Committee held no meetings—both can indicate lighter engagement and weaker performance oversight, particularly during a year of significant financial volatility (net loss, gross margin pressure) .
- Director pay mix: no equity-based director compensation disclosed for FY2025—cash-only structure may reduce long-term alignment with shareholders; David Chiu’s personal shareholding (20,000; 0.04%) provides some alignment but is modest relative to outstanding shares .
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Related-party exposure:
- No related-party transactions were disclosed involving David Chiu or Aonegroup Inc.; related-party dealings primarily involved DNA Motor Inc. (leases and services), Jacky Chen, and Tong Wu (loans/balances), which the Audit Committee reviews under stated procedures .