Phil Zheng
About Phil Zheng
Chief Operating Officer of Richtech Robotics Inc. (RR) since February 2020; age 33; BA from UCLA and JD from UC Irvine School of Law . Background spans Director of Operations (2017–2019) and Chief Revenue Officer (2019–2020), now overseeing operations, sales, product design, R&D process, compliance, and partnerships . Company performance during his tenure shows revenue decline from FY 2023 to FY 2024 and EBITDA deterioration, indicating operating execution challenges despite ongoing scale initiatives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Richtech Robotics Inc. | Director of Operations | Jul 2017–Jan 2019 | Built and scaled departments into effective business units |
| Richtech Robotics Inc. | Chief Revenue Officer | Feb 2019–Jan 2020 | Directed sales revenue strategies to drive top-line growth |
| Richtech Robotics Inc. | Chief Operating Officer | Feb 2020–Present | Oversees operations, BD, marketing, product, R&D, SOPs, customer relations, partnerships |
External Roles
None disclosed for Phil Zheng in company filings .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 60,000 | 133,717 |
| Bonus ($) | — | — |
| Option Awards ($) | — | — |
| Non-Equity Incentive ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | 60,000 | 133,717 |
Performance Compensation
| Type | Grant Date | Units/Value | Performance Metrics | Weighting | Target | Actual | Payout | Vesting Terms |
|---|---|---|---|---|---|---|---|---|
| Class B common stock grant | Nov 20, 2024 | 200,000 shares | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Shares granted | Not disclosed (no vesting terms provided) |
| Options/RSUs outstanding at FY-end | — | None as of Sept 30, 2024 | — | — | — | — | — | — |
Notes:
- The Incentive Plan allows stock options, restricted stock, and RSUs, with administrator-set vesting and potential accelerated vesting on change in control .
- No FY 2024 bonus or PSU metrics disclosed for Zheng .
Equity Ownership & Alignment
| As of | Class A Shares | Class B Shares | % of Total Voting Power | Options (Exercisable/Unexercisable) | Unvested Shares | Pledged/Hedged |
|---|---|---|---|---|---|---|
| Aug 25, 2025 | — | 1,100,000 | Less than 1% | None disclosed; none outstanding at FY-end | Not disclosed | No pledging disclosed; company has insider trading/hedging restrictions for Section 16 individuals |
Additional context:
- Earlier PRE 14C showed 1,000,000 Class B shares; latest DEF 14A reports 1,100,000 as of Aug 25, 2025 .
- Company insider trading policy requires pre-clearance, discourages short sales/derivatives, and supports 10b5-1 trading plans .
Employment Terms
- Employment agreement entered July 2, 2020; initial pay was hourly ($50/hour); FY 2024 annual base salary was $133,717 .
- Severance: on termination without cause, payment per Employment Standards Act 2000 (statutory severance); non-solicitation for 6 months post-termination; no broader severance or change-of-control multiple disclosed .
- Stock grant: 200,000 Class B shares on Nov 20, 2024 (terms/vesting not specified) .
- Clawback: executive compensation clawback policy adopted Nov 13, 2023 (effective Oct 2, 2023) for erroneously awarded incentive-based compensation following accounting restatements, regardless of misconduct .
- Related party transaction: Zheng provided an interest-free, non-maturity loan in May 2023; fully repaid by Sept 30, 2024 .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 8,759,000 | 4,240,000 |
| EBITDA ($) | 302,000* | -6,992,000* |
Values retrieved from S&P Global.
Notes:
- Reported FY 2024 revenue decline and negative EBITDA reflect operational losses and investment phase; precise executive attribution is not disclosed .
Board Governance (context)
- Zheng is not a director; current directors include Wayne Huang (CEO), Michael Huang (CFO), and independents John Shigley, Stephen Markscheid, Saul Factor .
- Compensation Committee: chair Stephen Markscheid; member Saul Factor; one meeting held in FY 2024 .
- Say-on-pay: no advisory vote disclosed; 2025 annual meeting covered director election and auditor ratification only .
Compensation Structure Analysis
- Shift to equity: direct Class B share grant suggests emphasis on equity over cash, but absence of disclosed performance conditions/vesting reduces pay-for-performance linkage .
- Cash vs equity mix: FY 2024 compensation for Zheng was entirely salary in the SCT; grant disclosed narratively; no bonus despite revenue decline .
- Incentive Plan flexibility: permits accelerated vesting on change-of-control at plan administrator discretion; potential retention lever if awards outstanding, though none were outstanding at FY 2024 year-end .
- Clawback strengthens governance; may mitigate risk of windfall payouts on restatement .
Risk Indicators & Red Flags
- Related party loan by Zheng in 2023 (repaid by 2024) indicates alignment but also prior liquidity needs; now settled .
- No disclosed pledging; insider trading policy discourages hedging/short sales and requires pre-clearance, reducing misalignment risk .
- No reported legal proceedings involving Zheng; general statement of no material legal proceedings for execs .
- FY 2024 operating losses and revenue decline raise execution risk for operations overseen by COO .
Say-on-Pay & Shareholder Feedback
- No say-on-pay results disclosed; 2025 stockholder actions were director re-election and auditor ratification (Markscheid received 387,765,611 votes for) .
Expertise & Qualifications
- Education: BA (UCLA), JD (UC Irvine School of Law) .
- Functional scope: operations, BD, marketing, product design, R&D process, compliance, customer relations, partnerships .
- Age 33; tenure as COO since Feb 2020 .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Richtech Robotics Inc. | Director of Operations | Jul 2017–Jan 2019 | Operational scale-up across functions |
| Richtech Robotics Inc. | Chief Revenue Officer | Feb 2019–Jan 2020 | Revenue strategy leadership |
| Richtech Robotics Inc. | Chief Operating Officer | Feb 2020–Present | Broad operating remit |
Compensation Committee Analysis
- Committee members: Stephen Markscheid (Chair), Saul Factor .
- Independence affirmed; committee met once in FY 2024 .
- Responsibilities include setting executive compensation, performance goals, and approving employment/severance arrangements and equity plans .
Investment Implications
- Alignment: Zheng’s Class B ownership (1.1M shares; <1% voting power) provides some skin-in-the-game, but lack of disclosed vesting/performance criteria on his share grant weakens incentive alignment to measurable outcomes .
- Retention: Minimal severance (statutory only) and a 6-month non-solicit imply limited economic lock-in; retention relies on equity value and role scope rather than contractual economics .
- Selling pressure: No options outstanding as of FY-end 2024 and no disclosed pledging reduce mechanical selling pressure; insider trading policy and potential 10b5-1 plans govern any discretionary selling .
- Execution risk: Revenue contraction and negative EBITDA in FY 2024 highlight operational challenges directly within COO remit; watch for improved unit economics, cost discipline, and clearer performance-linked incentives to signal management confidence .