Terry Stovold
About Terry Stovold
Terry W. Stovold, 62, is Chief Operating Officer (COO) of Nocopi Technologies and has been employed by the company for more than thirty years; he previously served as Director of Operations and Sales before his appointment to COO in July 2014. He holds a Forestry Technician College degree from Algonquin College and studied business at McGill University; he also holds numerous U.S. and foreign patents in printing technology and inks . His compensation structure is a low fixed salary with a defined variable commission tied directly to sales he generates (7% commission), governed by an employment agreement effective April 1, 2011 with successive one‑year renewals and limited severance protection .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nocopi Technologies, Inc. | Director of Operations and Sales | 2011–2014 | Sales-led operations with 7% personal sales commission under employment agreement |
| Nocopi Technologies, Inc. | Chief Operating Officer | July 2014–present | Operational leadership; long-tenured insider with patents in printing technologies |
External Roles
No external directorships or outside public-company roles are disclosed in the DEF 14A biography for Mr. Stovold .
Fixed Compensation
| Metric ($USD) | 2016 | 2017 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|---|
| Salary | 75,000 | 75,000 | 75,000 | 75,000 | 75,000 | 75,000 | 75,000 |
| Bonus | 1,000 | 4,000 | 3,000 | 3,000 | 3,000 | 3,000 | 5,000 |
| All other compensation (commissions) | 96,700 | 105,100 | 183,200 | 140,800 | 148,900 | 176,200 | 184,600 |
| Total Compensation | 172,700 | 184,100 | 261,200 | 218,800 | 226,900 | 254,200 | 264,600 |
Performance Compensation
| Metric | Weighting | Target | Actual (2024) | Payout Form | Vesting / Payment Timing |
|---|---|---|---|---|---|
| Commission on sales generated by Mr. Stovold | 7% of sales he generates | Not disclosed | $184,600 commissions recognized in 2024 | Cash commissions (included in “All other compensation”) | Commissions accumulate and are paid over multiple years; at 12/31/2023, ~$187,500 payable through 2028, ~$59,000 currently payable |
Outstanding Commissions Payable (Year-end snapshots)
| Year-end | Total Commissions Owed | Currently Payable | Notes |
|---|---|---|---|
| 2014 | ~$48,400 | — | Related to 2014 sales |
| 2015 | ~$33,500 | — | Related to 2015 sales |
| 2016 | ~$43,900 | — | Related to 2016 sales |
| 2017 | ~$44,000 | ~$44,000 | Currently payable figure noted |
| 2020 | ~$147,500 (payable through 2023) | ~$108,300 | Payable schedule specified |
| 2021 | ~$91,700 (payable through 2023) | ~$78,700 | Payable schedule specified |
| 2022 | ~$269,800 (payable through 2028) | ~$97,600 | Extended payment horizon |
| 2023 | ~$187,500 (payable through 2028) | ~$59,000 | Extended payment horizon |
Equity awards: Nocopi repeatedly disclosed “None” for outstanding stock or option awards for named executives at fiscal year-end; no RSU/PSU/option awards are reported for Mr. Stovold .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common shares beneficially owned | 1,200 shares; less than 1% of outstanding |
| Options/RSUs/PSUs | None disclosed; no outstanding equity awards |
| Ownership guidelines / pledging | Not disclosed in proxy/10-K filings |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement effective date | April 1, 2011 |
| Current role | Chief Operating Officer since July 2014 |
| Base salary | $75,000 (Board-set) |
| Variable compensation | 7% commission on sales generated by his efforts |
| Term and renewals | Initial 3-year term with successive 1-year renewal terms |
| Expiration references | Agreement noted expiring March 2024 ; updated disclosure expiring March 2025 |
| Severance / change-of-control | Eligible to receive base salary for up to six months following termination in certain situations, including change in control |
| Non-compete | During term and for one year after termination |
Investment Implications
- Pay-for-performance alignment exists via direct 7% sales commissions; Mr. Stovold’s variable pay is tied to personal sales production rather than corporate TSR/EBITDA, which can incentivize revenue generation but may not align with broader profitability or shareholder return objectives .
- Limited equity alignment: 1,200 shares beneficially owned (<1% of class) and no outstanding equity awards indicate minimal “skin in the game,” reducing insider selling pressure from vesting but also diminishing long-term equity alignment .
- Deferred commission obligations spanning multiple years (e.g., payable through 2028) create predictable cash outflows and may act as a retention mechanism given ongoing payments tied to past sales, while severance protection is modest (up to 6 months of base salary) and non‑compete is one year, suggesting manageable retention risk for the company but limited downside protection for the executive .
- Long tenure (30+ years) and domain expertise (printing patents) imply deep institutional knowledge and execution capability in Nocopi’s niche; however, the absence of equity incentive structures for Mr. Stovold means confidence signals are primarily operational rather than ownership-based .