Maxwell E. Lin
About Maxwell E. Lin
Maxwell E. Lin, age 72, is an independent director of Armlogi Holding Corp. (ticker: BTOC) since August 2025 and serves as a member of the Audit, Compensation, and Nominating & Corporate Governance Committees . He is an attorney with over three decades of legal experience, having founded and led the Law Offices of Maxwell E. Lin & Associates since 1989; he holds a Bachelor of Laws (Shoochow University, 1977), an MBA (La Verne University, 1983), and a J.D. (Western University College of Law, 1988) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Law Offices of Maxwell E. Lin & Associates | Founder & Chief Executive Officer | 1989–Present | Represents clients across various legal matters; 30+ years legal practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Lin |
Board Governance
- Independence: The Board determined Mr. Lin satisfies Nasdaq independence standards; three of five directors (including Lin) are independent .
- Committee assignments: Member of Audit, Compensation, and Nominating & Corporate Governance; all committees are 100% independent and chaired by independent director Russell Morgan; Morgan is the Audit Committee financial expert .
- Board leadership: CEO (Aidy Chou) also serves as Chair; no Lead Independent Director, which concentrates power at the executive level .
- Meetings and engagement: In FY2025, the Board held no meetings and acted by unanimous written consent seven times; Audit Committee held three meetings; the Compensation Committee held no meetings; Nominating & Governance acted by unanimous written consent three times .
- Key policies: Anti-hedging policy prohibits hedging and certain speculative transactions in company securities; Compensation Recovery (clawback) policy adopted January 10, 2024 per SEC Rule 10D‑1 .
- Governance highlights: Board independence 60%; committee independence 100%; committee chair independence 100% .
Committee Composition (Current)
| Committee | Chair | Members |
|---|---|---|
| Audit | Russell Morgan (Independent) | Maxwell E. Lin; David Chiu |
| Compensation | Russell Morgan (Independent) | Maxwell E. Lin; David Chiu |
| Nominating & Corporate Governance | Russell Morgan (Independent) | Maxwell E. Lin; David Chiu |
Fixed Compensation
| Fiscal Year | Director | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|---|
| FY2025 | Maxwell E. Lin | — | — | — | — |
| FY2025 (context) | Russell Morgan | 36,000 | — | — | 36,000 |
Notes: Mr. Lin joined the Board in August 2025 and “did not receive any compensation from the Company in the fiscal year ended June 30, 2025” .
Performance Compensation
| Fiscal Year | Director | Non-Equity Incentive ($) | Performance Stock/PSUs | Performance Options | Performance Metrics Disclosed |
|---|---|---|---|---|---|
| FY2025 | Maxwell E. Lin | — | — | — | None disclosed for directors |
No performance-linked director compensation, targets, or metrics (e.g., TSR, EBITDA, ESG) were disclosed in FY2025 .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts Noted |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Mr. Lin; no interlocks identified in Company disclosure |
Expertise & Qualifications
- Legal expertise: 30+ years as practicing attorney; founder/CEO of his law firm; brings legal, compliance, and governance acumen to Audit and Governance committees .
- Education: LL.B. (Shoochow University, 1977); MBA (La Verne University, 1983); J.D. (Western University College of Law, 1988) .
- Board financial oversight: Serves on Audit Committee alongside an “audit committee financial expert” (Russell Morgan) per SEC definition .
Equity Ownership
| As of Record Date | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| October 27, 2025 (45,443,079 shares outstanding) | — | — (no beneficial ownership reported for Mr. Lin) |
No pledging or hedging by directors is allowed under the Company’s Insider Trading Policy; pledging-specific provisions were not separately disclosed .
Governance Assessment
- Strengths
- Independent director with deep legal background seated on all three key committees; committees are fully independent with an audit committee financial expert, supporting oversight over financial reporting, pay, and nominations .
- Anti-hedging and SEC-compliant clawback policies in place, aligning governance with evolving regulatory expectations .
- Concerns/Red Flags
- CEO/Chair duality with no Lead Independent Director reduces independent counterbalance at the Board level, a potential governance risk for a small-cap with operational challenges .
- Board process/engagement risks: no Board meetings in FY2025 (actions via unanimous written consent), no Compensation Committee meetings, and Nominating & Governance acting only by unanimous written consent—these patterns can weaken deliberation and oversight, especially amid performance volatility .
- Significant related-party exposure: extensive leases, services, and transactions with DNA Motor Inc. (owned by a former executive), with material lease liabilities ($24.1M as of June 30, 2025) and operating expenses paid to the affiliate—heightening the need for rigorous, independent Audit Committee oversight .
- Alignment
- No reported share ownership for Mr. Lin as of the latest record date; absence of director equity may signal limited alignment until ownership is built through grants or open-market purchases (none disclosed for FY2025) .
Overall implication: Mr. Lin’s legal expertise and independence are positives for board effectiveness, particularly on Audit/Nominating committees, but board structure (no LID), committee inactivity (Compensation), and large related-party dealings elevate governance risk and require strong committee scrutiny from independent directors like Mr. Lin to sustain investor confidence .