Eric Newlan
About Eric Newlan
Eric Newlan, 63, is an independent director of Marwynn Holdings (MWYN) appointed on July 24, 2024. He is a career securities lawyer and managing member of Newlan Law Firm, PLLC (North Texas) since 1987, with a B.A. in Business from Baylor University and a J.D. from Washburn University; he is a member of the Texas Bar. He serves as Chair of MWYN’s Audit Committee. He has also served as Vice President and Director at Black Bird Biotech, Inc. (BBBT) since January 2020 and previously as Vice President, Secretary and Director at Accredited Solutions, Inc. (ASII) from May 2022 to June 2023; he has been Vice President and Director at Touchstone Enviro Solutions, Inc. since June 2016.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Newlan Law Firm, PLLC | Managing Member | 1987–Present | Securities regulation practice; governance/legal expertise |
| Accredited Solutions, Inc. (ASII) | Vice President, Secretary, Director | May 2022–June 2023 | Public company governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Black Bird Biotech, Inc. (BBBT) | Vice President, Director | Jan 2020–Present | Publicly-traded biopesticide company |
| Touchstone Enviro Solutions, Inc. | Vice President, Director | Jun 2016–Present | Purveyor of environmentally-friendly products |
Board Governance
- Board structure and control status: MWYN is a “controlled company” under Nasdaq rules; CEO Yin Yan controls ~93.89% of voting power. As a result, MWYN relies on exemptions and does not maintain fully independent Compensation or Nominating & Governance committees. The board has five directors; all are independent except Yin Yan (CEO) and Shengnan Xu (CFO).
- Committees and roles: Newlan chairs the Audit Committee (members: Dandan Wang, Dvisha Patel, and Eric Newlan). Wang is the audit committee financial expert. Compensation Committee (Wang, Patel, Yin Yan; CEO chairs) and Nominating & Governance (Wang, Yin Yan, Xu; CEO chairs) are not fully independent due to controlled-company exemptions.
- Meetings and attendance: For FY ended April 30, 2025, the Board and committees took actions exclusively by written consent; no formal meetings were held. The Audit Committee reviewed auditor independence and recommended inclusion of audited financial statements in the FY2025/2024 Form 10-K.
Fixed Compensation
| Component | Amount | Timing/Terms | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $10,000 | Paid quarterly commencing Q1 starting March 11, 2025 | Policy in place; no cash paid to non-employee directors in FY ended Apr 30, 2025 |
| Committee chair/member fees | Not disclosed | — | No specific chair/member fees disclosed |
| Meeting fees | Not disclosed | — | All actions by written consent in FY2025 |
Performance Compensation
| Award Type | Grant Size | Price/Term | Vesting | Status/Notes |
|---|---|---|---|---|
| Stock options (initial award for independent directors) | 31,000 options | Exercise price = 100% FMV on grant date; 10-year term | 1/3 on first anniversary of grant; remaining 2/3 vest annually over next two years; footnote notes equal annual installments beginning 7/24/2024 | 10,333 shares underlying options counted as beneficially owned for Newlan as of Oct 27, 2025; time-based, no performance metrics disclosed |
- Performance metrics: None disclosed for director equity; options are time-based (no revenue/EBITDA/TSR conditions).
Other Directorships & Interlocks
| Company | Ticker | Role | Overlap/Conflict Relevance |
|---|---|---|---|
| Black Bird Biotech, Inc. | BBBT | VP & Director | Public micro-cap; no related-party transactions with MWYN disclosed |
| Accredited Solutions, Inc. | ASII | Former VP, Secretary & Director | Prior role ended June 2023; no related-party transactions with MWYN disclosed |
| Touchstone Enviro Solutions, Inc. | — | VP & Director | Private; no related-party transactions with MWYN disclosed |
Expertise & Qualifications
- Securities regulation attorney since 1987; managing member of a law firm—strong governance/compliance skillset.
- Audit Committee Chair; committee includes a designated “financial expert” (Wang), ensuring at least one member meets Item 407 criteria.
- Public company boardroom exposure at multiple micro-caps (BBBT, ASII).
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Common | Preferred Shares | % Voting Power | Notes |
|---|---|---|---|---|---|
| Eric Newlan (Director) | 10,333 | 0.06% | — | 0.01% | Represents options counted as beneficially owned under SEC rules (vested/exercisable portion) |
- Pledging/Hedging: No pledging disclosed; insider trading policy in place; Rule 10b5-1 plans may be used.
- Ownership guidelines: Not disclosed for directors.
Governance Assessment
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Strengths:
- Independent director serving as Audit Committee Chair; audit committee engaged with external auditor and recommended inclusion of audited financials in 10-K—a positive sign for financial reporting oversight.
- Legal and securities regulatory background supports compliance and disclosure oversight.
- Equity compensation via options aligns director pay with shareholder value creation (at-risk, time-based vesting).
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Risks / Red Flags:
- Controlled company status with CEO holding ~93.89% voting power; Compensation and Nominating/Governance committees not fully independent; CEO chairs both committees. This concentration of control may impair minority shareholder protections and independent oversight of pay and nominations.
- Board and committees held no formal meetings in FY2025; actions by written consent may indicate low engagement cadence; the Board intends to hold meetings following the Annual Meeting.
- Section 16(a) compliance: Form 3 filings were late for some reporting persons—process/control immaturity signal for a newly listed/emerging growth profile.
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Related-party exposure:
- Significant related-party transactions involved the CEO, her spouse, and former affiliates in connection with the April 2024 reorganization and various advances/notes; no Newlan-related transactions disclosed.
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Director Compensation Mix/Alignment:
- Low cash retainer ($10,000) combined with option grant (31,000) favors equity-aligned incentives; however, no disclosed performance metrics—pure time-based vesting.
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Attendance/Engagement:
- No formal meetings in FY2025; thus, no attendance rates are available—a monitoring point for future periods.
RED FLAGS: Controlled company reliance (non-independent comp and nominating committees; CEO chairs both), no formal board/committee meetings during FY2025, late initial Section 16 filings.