Matthew Winger
About Matthew Winger
Matthew C. Winger (age 41) is Chief Executive Officer and Chairman of the Board of Nocopi Technologies (NNUP). He joined the board in March 2022, served as EVP of Corporate Development from Oct 2022–Mar 2025, and was appointed CEO/Chair on Mar 4, 2025 . He holds a BS (Indiana University Kelley School of Business) and an MBA (NYU Stern), is a CFA charterholder, and previously worked in investment roles at Douglas Elliman Inc. (Managing Director), M2A Family Office (Director of Investments), Fairholme Capital (Senior Research Analyst), TIAA‑CREF, Loeb Partners, and Countrywide Commercial Real Estate Finance . Company performance context: FY2024 revenue grew ~2% to $2.118M from $2.084M in FY2023 ; 9M’25 revenue declined ~20% YoY to $1.225M as ink shipments to a key printer slowed .
Company revenue trends
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($) | $2,083,900 | $2,117,800 |
| Metric | 9M 2024 | 9M 2025 |
|---|---|---|
| Revenue ($) | $1,525,700 | $1,224,800 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Nocopi Technologies | EVP, Corporate Development | Oct 2022–Mar 2025 | Led corporate development prior to CEO appointment |
| Nocopi Technologies | Director | Mar 2022–present | Board service through transition to CEO/Chair |
| Douglas Elliman Inc. | Managing Director | Oct 2024–present | Ongoing external role in real estate services |
| M2A Family Office | Director of Investments | Nov 2020–Oct 2024 | Evaluated public/private investments; supported portfolio companies |
| Private venture (prior) | Director of Investments | Prior to 2020 | Investment analysis/capital allocation |
| Fairholme Capital | Senior Research Analyst | Earlier career | Deep-dive fundamental strategy in distressed/special situations |
| TIAA‑CREF; Loeb Partners; Countrywide CRE Finance | Various roles | Earlier career | Buy-side and credit/real estate finance experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Douglas Elliman Inc. | Managing Director | Oct 2024–present | Concurrent with NNUP CEO role |
| CFA Society Miami | Member | n/a | CFA charterholder |
| Big Brothers Big Sisters of Miami | Volunteer | n/a | Community involvement |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary (as EVP through 2024) | $125,000 | $120,000 (adjusted Dec 22, 2024) | Salary set by Board under EVP agreement |
| Director fees | Waived in 2024 | Waived in 2024 | Executives waived board fees in 2024 |
Performance Compensation
| Incentive type | Metric(s) | Weighting | Target | Actual | Payout/Vesting |
|---|---|---|---|---|---|
| Annual bonus (cash) | Not disclosed | — | — | — | No bonus disclosed for 2023–2024 |
| Equity – service shares | n/a | n/a | n/a | 60,000 shares issued for 2024 services ($100,200 FV) | Shares issued; no vesting schedule disclosed |
| Options/PSUs | n/a | n/a | n/a | n/a | No outstanding equity awards at FY2024 year‑end |
Notes:
- No formal short‑term incentive plan metrics (e.g., revenue/EBITDA/TSR) are disclosed for Mr. Winger in 2023–2024 .
- The company states it has not engaged in option grant timing around material disclosures; equity grant timing policies summarized (no new option‑like awards near earnings) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 134,500 shares (1.2% of 10,792,913 outstanding as of Apr 24, 2025) |
| Vested vs unvested | No outstanding equity awards at FY2024 year‑end; 60,000 service shares issued for 2024 |
| Options (exercisable/unexercisable) | None reported |
| Pledging/hedging | Proxy states no anti‑hedging policy currently; 10‑K Insider Trading Policy prohibits hedging/pledging by Covered Persons absent approval (policy adopted/filed with 10‑K) . |
| Ownership guidelines | Not disclosed |
| Plan overhang/capacity | 2024 Plan: 1,708,265 shares available for future issuance; 5,000 outstanding rights (Wtd Avg Exercise Price $0) as of 12/31/2024 . |
Governance note: Proxy indicates “no anti-hedging policy,” while the 10‑K includes an Insider Trading Policy (Exhibit 19.1) that bans hedging/pledging and requires pre‑clearance/blackouts—an inconsistency investors should monitor .
Employment Terms
| Term | Detail |
|---|---|
| Current role | CEO and Chairman (effective Mar 4, 2025) |
| Board service | Director since Mar 2022; Class II term through 2026 |
| Prior NNUP employment | EVP, Corporate Development (effective Oct 1, 2022) |
| EVP agreement | Initial 2‑year term with successive 2‑year renewals; base salary set by Board ($125k, adjusted to $120k Dec 22, 2024); 60,000 shares issued for 2024 services ($100,200 FV) |
| Severance/COC | Not disclosed for Mr. Winger; (terms disclosed for other executives, e.g., COO, and prior CEO) |
| Non‑compete / non‑solicit | Not disclosed for Mr. Winger (COO agreement includes 1‑year non‑compete) |
Board Governance, Service History, and Committee Roles
- Board structure: Classified board opted under Maryland law, target size 3; currently 2 directors (Winger, Goldman) pending addition; staggered terms .
- Roles: Winger serves as CEO and Chair; Goldman is independent .
- Committees: Only an Audit Committee exists; members are Goldman (Chair; audit committee financial expert) and Winger (not independent). The full Board functions as nominating and compensation committees .
- Attendance: 4 Board meetings in 2024; 100% attendance; all then‑directors attended 2024 annual meeting .
- Lead independent director: None (Board cites small size) .
- Director compensation policy: As of Dec 22, 2024, annual retainer $50,000 plus 30,000 RSUs; executives waived Board fees in 2024; Goldman received $100,000 cash and $100,200 stock for 2024 .
Dual‑role implications: Combining CEO and Chair without a lead independent director and with the CEO on the Audit Committee raises independence and oversight concerns (particularly around compensation oversight, audit independence, and risk management) despite OTC status .
Compensation Structure Analysis
- Mix and trend: For 2024 (as EVP), cash salary ($120k) plus a one‑time 60,000 common share issuance ($100.2k FV); no cash bonus disclosed . Equity reliance increased for 2024 via service shares, but no ongoing PSU/option program tied to performance metrics was disclosed .
- Pay‑versus‑performance disclosure shows modest reported compensation and “compensation actually paid” close to SCT totals; no TSR linkage or metric framework disclosed .
- Governance red flags: No separate Compensation Committee; CEO/Chair influence in a two‑member board structure; and proxy-stated absence of anti‑hedging policy (versus the 10‑K Insider Trading Policy language) .
Related‑Party Transactions and Other Risks
- Related party: Advisory shares to Frost Gamma (65,790 shares over 3 years) due to consulting arrangement with a >5% holder; last late Form 4 noted for Phillip Frost in Oct 2024 .
- Legal proceedings: None disclosed for directors/executives; none noted for the company .
- Customer concentration: Two customers accounted for ~18% and 70% of 2024 revenue; ongoing concentration risk persists (majority of revenue from entertainment/toy segment and licensed printers) .
- Insider trading/10b5‑1: Company indicates no officer/director adopted or terminated 10b5‑1 plans in Q3’25 .
Director Compensation (for context)
| Director | 2024 Cash | 2024 Stock | Total |
|---|---|---|---|
| Jacqueline J. Goldman | $100,000 | $100,200 | $200,200 |
| Executives on board (Winger; Liebowitz) | Waived | — | — |
Policy change effective Dec 22, 2024: annual $50,000 cash retainer + 30,000 RSUs for each year of service; executives waived fees in 2024 .
Performance & Track Record
- Revenue momentum: FY2024 revenue +2% YoY to $2.118M ; 9M’25 −20% YoY to $1.225M due to lower ink shipments to a key licensed printer (offset by higher royalties from renewals/new license) .
- Profitability: FY2024 net loss ($2.68M) vs FY2023 net loss ($1.44M), reflecting higher G&A (notably prior stock‑based comp) . 9M’25 net loss narrowed to ($59.9k) from ($2.285M) on lower operating expenses .
- Liquidity: Cash rose to $10.84M at 12/31/2024 and $11.50M at 9/30/2025; working capital >$12.7M; no debt highlighted; lease extended to Dec 31, 2027 with ~$7.1k initial monthly rent, 3.5% annual escalator .
Equity Overhang & Vesting/Selling Pressure
- Executive overhang: No outstanding options/RSUs for Mr. Winger as of FY2024; the 60,000 service shares issued for 2024 were not disclosed with a vesting schedule (immediate issuance suggests limited forced selling from vesting) .
- Plan capacity: 1.708M shares available under the 2024 Plan as of 12/31/2024—potential future dilution if widely utilized .
- Trading controls: Insider Trading Policy requires pre‑clearance and imposes blackout periods; prohibits hedging/pledging absent approval (policy text in 10‑K) . Q3’25: no new 10b5‑1 plans by officers/directors .
Compensation Peer Group, Say‑on‑Pay, and Shareholder Feedback
- Peer group/percentile targeting: Not disclosed .
- Say‑on‑pay: Advisory vote scheduled for 2025 annual meeting; historical approval rates not disclosed in proxy .
- Consultant independence/committee composition: No separate Compensation Committee; full Board (including CEO/Chair) handles compensation—heightened governance risk .
Employment Contracts, Severance and Change‑of‑Control
- EVP agreement (historical): 2‑year initial term with auto‑renewal; Board‑set salary; no severance/CoC disclosed for Mr. Winger; other executives have disclosed provisions (e.g., COO limited severance, prior CEO had salary and RSU vesting terms) .
- Non‑compete: Not disclosed for Mr. Winger (COO had one year) .
Investment Implications
- Alignment: Mr. Winger owns ~1.2% of shares outstanding, with modest 2024 equity issuance and no outstanding awards—alignment exists but is not heavily performance‑conditioned (no disclosed PSUs/TSR metrics) .
- Governance risk: CEO is also Chair, sits on a two‑person board with only one independent director; CEO is on the Audit Committee; no lead independent director; comp decisions made by full Board—elevated independence and oversight risk .
- Policy inconsistency: Proxy states no anti‑hedging policy, while the 10‑K’s Insider Trading Policy bans hedging/pledging and requires pre‑clearance/blackouts; investors should seek clarification and monitor policy enforcement .
- Execution risk: Revenue concentration in two customers and the entertainment/toy segment creates volatility; 9M’25 revenue down ~20% YoY on lower ink shipments to a key printer; however, expenses were reduced materially, narrowing losses—execution hinges on stabilizing shipments and expanding license base .
- Dilution/watch items: Significant remaining plan capacity (1.7M+) could be used for future grants; lack of disclosed performance conditions suggests potential for non‑performance‑linked dilution if governance isn’t strengthened .
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