Wayne Huang
About Wayne Huang
Zhenwu (Wayne) Huang, age 49, is Founder, Chief Executive Officer, and Director of Richtech Robotics Inc. (RR), serving since July 2016; he holds a Bachelor in Computer Information Management from Huadong Finance and Economics College (July 2000) . He oversees strategy and R&D, with prior experience building technology ventures at scale . Company performance under his tenure shows FY2024 revenue of $4.24 million vs. $8.76 million in FY2023, a 51% decline attributed to a strategic pivot to Robot‑as‑a‑Service (RaaS) timing effects . He beneficially controls 59.1% of RR’s total voting power through Class A shares (dual‑class structure), making RR a “controlled company” under Nasdaq rules .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nanjing Rich Digital Technology Co. Ltd. | Co‑Founder & CEO | 2003–2007 | Pioneered live interactive TV games using computer vision; peak audience >100M subscribers . |
| Richtech System Ltd. | Co‑Founder & CEO | 2007–2016 | Built global smart hardware and interactive multimedia supplier to 120+ countries . |
External Roles
No public company directorships or external committee roles are disclosed for Wayne Huang in the latest proxy or 10‑K; skip if not disclosed .
Fixed Compensation
Multi‑year CEO compensation (FY ended September 30):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 120,016 | 120,000 |
| Bonus ($) | 800 | — |
| Option Awards ($) | — | — |
| Non‑Equity Incentive Comp ($) | — | — |
| All Other Comp ($) | — | — |
| Total ($) | 120,816 | 120,000 |
Notes:
- No separate director fees are shown for employee directors; non‑employee directors received $14,640 in Class B stock awards on July 1, 2024, not applicable to Wayne .
Performance Compensation
- No disclosed PSUs/RSUs/options or non‑equity incentives for Wayne in FY2023–FY2024; the Outstanding Equity Awards table shows no unexercised options or unvested stock for Wayne .
- No formal performance metric framework (e.g., revenue growth, EBITDA, TSR, ESG) tied to CEO pay is disclosed in the proxy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Class A shares owned | 30,308,000 |
| Class B shares owned | — |
| % of total voting power | 59.1% |
| Vested vs. unvested | Not disclosed; no outstanding equity awards listed for Wayne . |
| Options (exercisable/unexercisable) | None disclosed . |
| Pledging / Hedging | No pledging/hedging disclosure for Wayne in proxy/10‑K; not indicated . |
| Ownership guidelines | Not disclosed; no stated executive ownership policy compliance noted . |
Governance alignment considerations:
- Dual‑class structure: Class A carries 10 votes/share; Class B carries 1 vote/share; RR identifies as a controlled company due to Wayne’s majority voting power .
- Related party loans previously outstanding to Wayne were fully repaid by FY2024, reducing related‑party financing reliance .
Employment Terms
| Term | CEO Agreement |
|---|---|
| Agreement date | July 1, 2016 |
| Base salary | $120,000 (FY2024) |
| Severance | Upon termination without cause, Company pays as required under Employment Standards Act 2000 or then‑applicable legislation (Company disclosure) . |
| Non‑solicit | 6 months post‑termination (no hiring/soliciting Company clients) . |
| Non‑compete | Not disclosed for CEO; non‑compete appears in President’s agreement, not Wayne’s . |
| Auto‑renewal/term | Not disclosed . |
| Clawback | Executive Compensation Clawback Policy effective Oct 2, 2023 per Nasdaq Rule 5608; applies to erroneous incentive‑based comp for current/former executive officers upon restatement, irrespective of misconduct, with 3‑year lookback . |
Change‑of‑control and equity plan context:
- Amended & Restated 2023 Stock Option Plan provides administrator discretion to continue/assume/substitute awards or accelerate vesting on change‑in‑control; max term 10 years; options ≥100% FMV; RSUs permitted (dividend equivalents at discretion) .
- Plan capacity: 14,311,215 Class B shares reserved; 614,754 remained available as of Sept 16, 2025 . On Nov 10, 2025, RR adopted a second amendment adding annual automatic increases up to the lesser of 18% of outstanding Class B or a smaller amount set by the Board, through Nov 1, 2034 .
Board Governance
- Role: Chief Executive Officer and Director; Board is classified into three staggered classes; Wayne is in the third class alongside the CFO .
- Independence: Independent directors are John Shigley, Stephen Markscheid, and Saul Factor; Wayne is not independent .
- Committees: Audit (Shigley–Chair, Markscheid, Factor) ; Compensation (Markscheid–Chair, Factor) ; Nominating & Corporate Governance (Factor–Chair, Markscheid) . Wayne is not listed as a member of these committees .
- Attendance: Eight Board meetings in FY2024; each director attended all Board meetings; Audit met four times (full attendance); Compensation met once (full attendance); Nominating had no meetings .
- Proxy authority: Wayne and CFO served as proxy representatives for shareholder voting .
Dual‑role implications:
- CEO + Director with majority voting control yields concentrated governance influence; RR explicitly states controlled company status and notes potential exemptions from certain Nasdaq corporate governance requirements . Family relationship: CEO and CFO are brothers, adding to potential independence concerns .
Performance & Track Record
- Strategic pivot: Transition to RaaS model in FY2025 with secured RaaS contracts (e.g., 25 ADAM units; $5.25 million over 60 months), driving recurring revenue but depressing near‑term recognized revenue .
- Revenue trend: FY2024 revenue $4.24 million vs. $8.76 million FY2023; 51% decline due to RaaS recognition timing .
- Capital actions: RR increased authorized Class B shares to 1,000,000,000 on Nov 10, 2025, and adopted an automatic annual uptick to the stock plan (up to 18% of prior Sept 30 outstanding Class B), signaling potential ongoing equity issuance capacity .
Insider Trading & Reporting
- Section 16(a): Proxy notes certain directors filed one late Form 4; Wayne is not listed among late filers for FY2024 .
Director Compensation (for context; not Wayne)
- Non‑employee directors received 12,000 Class B shares valued at $14,640 on July 1, 2024; cash retainer changes effective FY2025/FY2026 via 8‑K (cash $60,000; committee chair/member adders; plus RSAs vesting quarterly starting Nov 17, 2025) .
Equity Plan, Dilution & Overhang
- A&R 2023 Plan share reserve and change‑in‑control features as above; remaining pool 614,754 as of Sept 16, 2025 .
- Second amendment introduces automatic annual increase mechanism up to 18% of outstanding Class B, potentially elevating overhang and future dilution (Board discretion) .
Risk Indicators & Red Flags
- Controlled company governance; dual‑class voting imbalance; potential investor protection concerns and index eligibility impacts per 10‑K risk factors .
- Increased authorized shares and evergreen plan could fuel dilution if used aggressively for compensation or capital needs .
- Related‑party loans fully repaid in FY2024 (including to Wayne), mitigating financing conflicts .
- Clawback policy adopted and insider trading policy in place; positive alignment controls .
Investment Implications
- Pay‑for‑performance alignment: Wayne’s cash comp is modest ($120k) with no disclosed equity awards or performance‑based incentives, limiting direct short‑term misalignment but also reducing incentive linkage to measurable KPIs; combined with majority voting control, governance alignment depends more on board oversight than compensation levers .
- Retention risk: Low, given founder status, family co‑founder CFO, and controlled company structure; employment terms are basic (non‑solicit; statutory severance) with no rich severance or CoC cash multiples disclosed .
- Selling pressure: No Form 4 late filings for Wayne; no pledging disclosed; however, substantial authorized share increase and plan evergreen may introduce broader dilution risk rather than insider‑sale pressure per se .
- Governance watch‑items: CEO’s dual role and family relationship with CFO, combined with classified board and majority voting power, warrant investor focus on independent committees (audit/comp/nom‑gov) and their activity levels; independent director composition meets Nasdaq requirements, but committee meeting cadence (e.g., one compensation meeting in FY2024) suggests monitoring efficacy .