Russell Morgan
About Russell Morgan
Russell Morgan (age 65) has served as an independent director of Armlogi Holding Corp. (BTOC) since May 2024; he is designated independent under Nasdaq rules and is the Board’s audit committee financial expert . He is Controller and Treasurer at UB Equipment LLC, overseeing accounting, reporting, budgeting, forecasting, and financial analysis; he holds a B.S. in Accounting from California State University, Long Beach (1986) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UB Equipment LLC | Financial Controller & Treasurer | Jun 2023–present | Oversight of accounting, reporting, budgeting, forecasting; heavy construction attachments domain |
| Pilot Inc. | Financial Controller | Mar 2020–May 2023 | Accounting, reporting, budgeting, forecasting, analysis (auto accessories) |
| Lynx Grills, Inc. | Financial Controller | Oct 2002–Feb 2020 | Day-to-day financial supervision, strategic planning, cost savings, risk mitigation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UB Equipment LLC | Controller & Treasurer | Jun 2023–present | Private company; rents/sells heavy construction attachments |
No other public company directorships are disclosed for Morgan .
Board Governance
- Independence: Board determined Russell Morgan is independent; overall Board independence is 60% and committees/chairs are 100% independent .
- Leadership: CEO is also Board Chair; there is no Lead Independent Director .
- Board activity: Board held no meetings in FY2025; acted by unanimous written consent seven times .
Committee Assignments
| Committee | Role | Members |
|---|---|---|
| Audit | Chair | Russell Morgan (Chair), Maxwell E. Lin, David Chiu |
| Compensation | Chair | Russell Morgan (Chair), Maxwell E. Lin, David Chiu |
| Nominating & Corporate Governance | Chair | Russell Morgan (Chair), Maxwell E. Lin, David Chiu |
Committee Activity (FY2025)
| Committee | Formal Meetings | Written Consents | Notes |
|---|---|---|---|
| Audit | 3 | 1 | Several informal phone meetings |
| Compensation | 0 | 0 | Committee exists; no activity reported |
| Nominating & Corporate Governance | 0 | 3 | No formal meetings |
Fixed Compensation
| Fiscal Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Deferred Comp Earnings ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| FY2025 | 36,000 | — | — | — | — | — | 36,000 |
Director compensation is set by the Board and reviewed annually by the Compensation Committee; employee-directors receive no director pay .
Performance Compensation
| Element | Applies to Morgan (FY2025) | Detail |
|---|---|---|
| RSUs/PSUs | No — none reported | No director stock awards disclosed for FY2025 |
| Options | No — none reported | No director option awards disclosed for FY2025 |
| Non-equity incentive | No — none reported | No director incentive plan compensation disclosed |
| Clawback | Company policy applies to executive incentive comp | Nasdaq-compliant clawback for executive officers after restatement; director incentive not applicable |
| Anti-hedging | Prohibits director hedging/shorts/options trading | Insider Trading Policy bans hedging, short-term/speculative transactions |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Morgan |
| Prior public company boards | None disclosed for Morgan |
| Committee interlocks | Item 407(e)(4) disclosure not required; smaller reporting company |
| Shared directorships with related parties | None disclosed for Morgan |
Expertise & Qualifications
- Audit Committee Financial Expert: Board designated Russell Morgan as the audit committee financial expert under SEC rules .
- Credentials: B.S. Accounting (CSU Long Beach, 1986); decades of controller experience across manufacturing/consumer products; expertise in financial reporting, budgeting, forecasting, risk mitigation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Russell Morgan | — (no shares reported) | — |
Largest holders: Aidy Chou 26,900,000 (58.34%); Tong Wu 3,460,000 (7.50%) .
Related-Party Environment (Oversight Context)
- Significant related-party transactions with affiliates of executives (DNA Motor Inc. owned by former Armstrong Logistic CEO; multiple leases, services, and warehouse expenses) and balances/loans involving Tong/Jacky; Audit Committee (chaired by Morgan) reviews and approves related-party transactions under policy .
- Example: Lease liability with DNA Motor Inc. of $24,092,384 at June 30, 2025; FY2025 lease-related expenses recorded across G&A, cost of service, and other expenses .
- Example: FY2025 operating expenses for services/supplies from DNA Motor Inc. of $3,541,534 .
- Example: Loan agreement with Tony/Tong Wu repaid Mar 6, 2024 (principal $700,000; 3.2% interest) .
Governance Assessment
-
Positives
- Full independence and multi-committee leadership: Morgan chairs Audit, Compensation, and Nominating & Governance; all committees are fully independent; he is designated as the audit committee financial expert, strengthening oversight of reporting and related-party reviews .
- Anti-hedging and clawback infrastructure: Company bans hedging/shorts/options trading by directors and has a Nasdaq-compliant executive clawback policy, improving governance hygiene around incentives and trading .
-
Concerns / RED FLAGS
- Alignment gap: Morgan reported no beneficial ownership and received 100% cash director compensation with no equity grants in FY2025, limiting pay-for-performance alignment and “skin in the game” signaling .
- Board process/engagement: The Board held no meetings in FY2025 (only written consents); Compensation Committee had no meetings and no written consents, which may indicate limited active oversight on pay design and performance frameworks in a year with material operating and related-party complexities .
- Leadership structure: Combined CEO/Chair with no Lead Independent Director, concentrating power and potentially weakening independent board leadership despite Morgan’s committee chair roles .
- Related-party intensity: High volume and dollar magnitude of related-party leases and services with affiliates increases conflict risk; while the Audit Committee reviews RPTs, this environment requires robust challenge and documentation; Morgan’s effectiveness will be judged by rigor in these approvals and disclosures .
Overall, Morgan’s financial expertise and committee leadership are governance positives, but lack of equity ownership and low formal meeting cadence—particularly of the Compensation Committee—are notable investor confidence risks in the current related-party environment .