PROPOSAL 1 — ELECTION OF TIM ERIKSEN
Proposal 1 provides for the election of Tim Eriksen as a Class I director of Nocopi for the term ending at Nocpi’s annual meeting of shareholders in 2025 and until his successor has been elected and qualified.
Mr. Eriksen has provided the following information regarding his principal occupations and certain other matters. Mr. Eriksen’s age is given as of March 22, 2022. Mr. Eriksen is a citizen of the United States of America.
Tim Eriksen, 53, founded ECM, an investment advisory firm based in Custer, Washington, in 2005. Mr. Eriksen is the chairman of ECM. ECM is the managing member of CCP, a hedge fund founded in 2006 that primarily focuses on micro-cap and small-cap stocks. Prior to founding ECM, Mr. Eriksen worked for Walker’s Manual, Inc., a publisher of books and newsletters on microcap stocks, private stocks and community banks. Earlier in his career, Mr. Eriksen worked for Kiewit Pacific Co, a subsidiary of Peter Kiewit Sons, as an administrative engineer on the Benicia Martinez Bridge project. Mr. Eriksen holds a BA from Master’s University and an MBA from Texas A&M University.
Since August 2015, Mr. Eriksen has served as a director and, since July 2016, acting Chief Executive Officer and Chief Financial Officer of Solitron Devices, Inc., a publicly traded company that designs, develops, manufactures and markets semiconductor semiconductor devices. conductors and related devices primarily for the military and aerospace markets. From April 2018 to August 2021, Mr. Eriksen served on the board of directors of Novation Companies, Inc., a provider of outsourced healthcare personnel and related services, and was a member of the audit committee. Since October 2019, Mr. Eriksen has served on the board of directors of TSR, Inc., a provider of contracted computer programming services, and is Chairman of the Audit Committee and Lead Independent Director. Since August 2021, Mr. Eriksen serves on the board of directors of PharmChem, Inc., a supplier of a sweat-wicking device to test for addiction.
Eriksen Capital believes that Mr. Eriksen’s board experience and extensive financial expertise, including knowledge of unlisted microcap companies and capital allocation, would be of substantial value to the Board. Mr. Eriksen is also an expert in corporate governance. Eriksen Capital believes that Mr. Eriksen’s election will provide additional accountability and a major outside shareholder voice to the board.
Individually, Mr. Eriksen is the beneficial owner of 639,886 common shares, representing approximately one percent of Nocopi. Mr. Eriksen may also be deemed to have the power to direct the voting and disposition of Common Shares held (beneficial or registered) by CCP, and may be deemed to be the indirect beneficial owner of such shares. Mr. Eriksen disclaims beneficial ownership of CCP common stock for all other purposes.
ERIKSEN CAPITAL INVITES YOU TO VOTE FOR THE ELECTION OF TIM ERIKSEN ON THE ENCLOSED WHITE PROXY CARD.
If Mr. Eriksen is elected, he will not constitute the majority of the Council. As such, Mr. Eriksen will not be able to bring Nocopi to act alone. However, Eriksen Capital expects Mr. Eriksen to actively engage his fellow directors in a thorough discussion of the issues facing Nocopi and to resolve them together. By using his experience and working constructively with the other board members, Eriksen Capital believes that Mr. Eriksen can bring about positive change at Nocopi. Eriksen Capital expects Mr. Eriksen, if elected, to advocate for improvements in Nocopi’s corporate governance. Eriksen Capital is not aware of any plans by Mr. Eriksen to take any specific action if elected to the board.
If elected, Mr. Eriksen, together with the other directors of Nocopi, will be responsible for managing the business and affairs of Nocopi. Each director of Nocopi has an obligation to comply with his fiduciary obligations under Maryland law. It is possible that circumstances may arise in which the interests of Eriksen Capital, on the one hand, and the interests of the other shareholders of Nocopi, on the other hand, may differ. In this event, we expect Mr. Eriksen to fully discharge his fiduciary duties to Nocopi and its shareholders under Maryland law.
Except as otherwise stated in this proxy statement, we believe that Mr. Eriksen is independent and not currently affiliated with Nocopi or any of its subsidiaries. We are not aware of any fact that could