Tong Wu
About Tong Wu
Tong Wu (57) serves as Secretary, Treasurer, and Director of Armlogi Holding Corp. (BTOC); he has been a director since September 2022 and an officer since 2023. He holds a B.A. in Economics from Inner Mongolia Open University (1992) and an MBA from the University of South Wales (2022) . Company performance during his tenure included FY2025 revenue of $190.4M (+14% YoY) but a shift to a net loss of $15.3M (vs. $7.4M net income in FY2024) driven by higher third‑party carrier costs and expansion‑related expenses; FY2025 gross margin fell to -1.6% (gross loss $3.0M vs. $18.1M gross profit in FY2024) . Basic EPS moved from $0.19 in FY2024 to $(0.37) in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Armstrong Logistic Inc. (wholly-owned subsidiary) | Chief Administrative Officer (co‑founder) | Apr 2020–present | Oversees day‑to‑day operations across sales, marketing, and HR . |
| Armlogi Holding Corp. | Secretary; Treasurer; Director | Director since Sep 2022; Treasurer since Feb 2023 | Senior corporate officer and board member contributing to corporate governance and finance administration . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Self‑employed | Portfolio Manager | Mar 2018–Apr 2020 | Managed a diversified investment portfolio exceeding $10 million across multiple geographies and asset types . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($) | $144,000 | $192,000 |
| Notable changes | Annual base increased to $192,000 effective Jan 1, 2024 | — |
Notes:
- No bonus, stock awards, option awards, or non‑equity incentive payouts are reported for Tong Wu in FY2024–FY2025 .
Performance Compensation
- No short‑term or long‑term incentive plan metrics (e.g., revenue/EBITDA/TSR goals), weightings, targets, or payouts are disclosed for Tong Wu. The proxy notes the company intends to develop executive compensation policies; however, no formal performance metric framework is presented for the period reviewed .
- Outstanding equity awards at FY2025 year‑end: None (no RSUs/PSUs/options outstanding) .
Equity Ownership & Alignment
| Ownership Detail | As of Record Date | Value |
|---|---|---|
| Common shares beneficially owned | Oct 27, 2025 | 3,460,000 |
| Ownership (% of outstanding) | Oct 27, 2025 | 7.50% (based on 45,443,079 shares outstanding) |
Additional alignment and trading policies:
- Anti‑hedging: Directors and officers are prohibited from hedging and certain speculative transactions under the Insider Trading Policy .
- Pledging: No pledging policy or pledged‑share disclosures specific to Tong Wu are provided in the proxy .
- Section 16 compliance: All officers, directors, and >10% holders complied timely with Section 16(a) filings in FY2025 .
- Stock ownership guidelines: Not disclosed in the proxy; the company highlights its intention to further develop executive compensation policies .
Implications for selling pressure:
- With no unvested equity awards or scheduled vesting, there is minimal mechanical vesting‑driven selling pressure; any liquidity events would be discretionary given the 7.5% stake .
Employment Terms
| Term | Detail |
|---|---|
| Agreement party/role | Armstrong Logistic Inc. (wholly‑owned subsidiary); Tong Wu as Chief Administrative Officer |
| Effective date | Jan 1, 2022 |
| Base salary | $96,000 initially; increased to $192,000 effective Jan 1, 2024 |
| Benefits | Eligible for standard benefits (health, retirement, vacation, sick days) per employee handbook |
| Term | At‑will; no fixed term |
| Severance | Not disclosed (none described in the agreement summary) |
| Change‑of‑control | Not disclosed |
| Non‑compete / non‑solicit | Not disclosed |
| Clawback | Company‑wide compensation recovery policy effective Jan 10, 2024, compliant with SEC Rule 10D‑1 (three‑year lookback tied to restatements) |
Board Governance and Service
- Role and independence: Tong Wu is a non‑independent director since 2022 and also serves as an executive officer (Secretary and Treasurer) .
- Committee roles: All standing committees (Audit; Compensation; Nominating & Corporate Governance) are composed entirely of independent directors; Tong Wu does not serve on committees .
- Board leadership: CEO (Aidy Chou) also serves as Chairman; no Lead Independent Director .
- Independence metrics: Board independence 60%; committee independence 100% .
- Board activity: The Board held no formal meetings but acted by unanimous written consent seven times in FY2025 .
- Director compensation policy: Employee directors receive no additional pay for board service; independent directors received $36,000 in FY2025 .
Dual‑role implications:
- As a management director (Secretary/Treasurer + Director), Tong Wu is not independent; oversight counterbalances include fully independent committees and an audit committee financial expert serving as chair (Russell Morgan) .
Related Party Transactions (governance risk indicators)
- Related parties include Tong Wu (founder, officer, director, and substantial stockholder) and Junchu Inc., a company wholly owned by Tong Wu .
- Due‑to related parties (as of year‑end): Tong Wu balance declined from $181,971 (June 30, 2024) to $0 (June 30, 2025) following repayments; aggregate repaid to related parties (Tong Wu and Jacky Chen) in FY2025 was $350,209 .
- Multiple lease and service transactions with DNA Motor Inc. (related party) are disclosed, though this entity is not owned by Tong Wu; included here for completeness of related party environment .
Performance & Track Record (Company operating context)
| Metric ($USD Millions) | FY 2024 | FY 2025 |
|---|---|---|
| Gross Profit (Loss) | $18.1 | $(3.0) |
| Net Income (Loss) | $7.4 | $(15.3) |
| Basic EPS ($) | 0.19 | (0.37) |
Operational context:
- FY2025 gross margin deterioration was attributed to higher costs with major carriers (FedEx, UPS) and expenses from new warehouse leases and labor tied to footprint expansion .
- As of June 30, 2025, the company reported no material legal proceedings .
Compensation Structure Analysis
- Mix and risk: Compensation for Tong Wu appears 100% fixed cash (salary) in FY2024–FY2025 with no equity or incentive payouts reported; this reduces at‑risk, performance‑contingent pay and may weaken pay‑for‑performance alignment .
- Policy maturity: The Compensation Committee existed but held no meetings in FY2025; the company states it intends to further develop executive compensation policies, suggesting evolving governance of pay design .
- Clawback and trading controls: A compliant clawback policy is in place; anti‑hedging rules apply to insiders; no pledging policy disclosed .
Director Compensation (for directors)
- Employee directors (including Tong Wu) receive no additional compensation for board service, per policy. Independent directors received $36,000 cash in FY2025; no director equity awards are shown for FY2025 .
Investment Implications
- Alignment and retention: Tong Wu’s 7.5% ownership (3.46M shares) creates strong economic alignment; absence of unvested equity removes mechanical vesting overhang, reducing forced‑selling pressure. However, pay is largely fixed cash with no disclosed performance metrics, which weakens pay‑for‑performance linkage and could blunt incentive intensity .
- Contract protection and mobility: At‑will employment with no disclosed severance or change‑of‑control protections suggests limited contractual retention hooks; retention likely relies on ownership stake and role significance .
- Governance risk balance: Management holds board seats (CEO is Chair; Tong Wu is an officer‑director), but all committees are independent and chaired by an audit committee financial expert; the Compensation Committee did not meet in FY2025, signaling early‑stage processes and potential oversight gaps as policies mature .
- Execution risk backdrop: FY2025 profitability deterioration amid scaling costs and third‑party carrier expense inflation raises operating execution risk into FY2026; insider trading compliance was timely, and a Rule 10D‑1 clawback is in place if restatements occur .