Henry Nisser

About Henry Nisser

Henry C.W. Nisser, age 56, serves as Executive Vice President, General Counsel (part‑time) since May 2019 and has been a director since September 2020; he holds a B.A. in International Relations and Economics from Connecticut College and an LL.B. from the University of Buckingham School of Law (UK) . During his tenure, ALZN’s pay‑versus‑performance TSR fell from 10.63 in FY2022 to 5.70 in FY2023 and 0.49 in FY2024, alongside net losses of $(12.36)M, $(14.88)M, and $(9.95)M, respectively; ALZN reported no revenue in these periods . Board independence determinations classify Nisser as non‑independent due to his executive role, and incumbent directors (including Nisser) attended at least 75% of FY2024 board/committee meetings .

Past Roles

External Roles

Fixed Compensation

• Not disclosed: Nisser was not a named executive officer in the FY2024 Summary Compensation Table (which only lists the CEO and CFO), and the proxy states “Employment Agreements: None” for the executive section; no separate salary/bonus figures for Nisser were provided .
• Director fees apply to independent directors only; Nisser is non‑independent and therefore not in the director fee table (independent directors received $25,000 base, with the Chair at $50,000) .

Performance Compensation

• Company equity plans govern award design, vesting, and change‑of‑control treatment; specific Nisser grants were not disclosed. Key plan terms include: no option/SAR repricing without shareholder approval, minimum one‑year vesting for full‑value awards (with limited exceptions), and double‑trigger acceleration (vesting upon a Change of Control only if the participant is involuntarily terminated) .
• Performance criteria permissible under the plan include revenue, earnings, net income, operating income, EBITDA, and relative performance versus peers; individual metric weighting/targets/payouts for Nisser were not disclosed .

Equity Ownership & Alignment

• Stock ownership guidelines: The company has no formal stock ownership guidelines for employees or directors; insider trading policy permits Rule 10b5‑1 trading plans; no hedging policy has been adopted .
• Pledging/hedging: No pledging by Nisser disclosed; company‑level prior pledge related to ALSF Note does not pertain to Nisser personally .

Employment Terms

• Role/tenure: EVP & General Counsel (part‑time) since May 2019; Director since September 2020 .
• Independence: The Board affirmatively determined Nisser is not independent given his executive role; all committees are composed solely of independent directors .
• Board service history: Nominated and serving continuously since 2020; attendance ≥75% in FY2024; committees: none (only independent directors serve) .
• Dual‑role implications and board arrangement: A May 2021 arrangement tied to founder Milton C. Ault III provides that William B. Horne remains Chair (paid $50k/year) and Nisser remains a director so long as Ault beneficially owns ≥5% of common stock; the founder also had consulting arrangements later terminated upon reappointment to the Board in Jan 2024. This increases governance dependence on insider ownership and raises independence optics for Nisser’s board seat .

Board Governance

• Committee memberships: Audit (Gustafson–Chair; Woo; Oram), Compensation (McGrath–Chair; Gustafson; Oram), Nominating & Corporate Governance (Oram–Chair; McGrath; Woo); Nisser is not on committees .
• Meeting cadence/attendance: Board met 13 times in FY2024; Audit 7; Compensation 3; Nomination 0; all incumbent directors attended ≥75% .
• Leadership structure: Board chaired by William B. Horne; risk oversight is handled by the full board and committees .

Related Party Transactions & Interlocks

• HDI/Ault Lending/ALSI influence: Significant influence by Milton C. Ault III via related entities (HDI, Ault Lending, ALSI); overlaps include the Chair (Horne), Nisser (EVP/GC/director at HDI), and Cragun (CFO at HDI) .
• Transactions: Marketing agreement with HDI for ~$1.4M paid in shares (6,222 shares at $225/share); Series B preferred financings and warrants with Ault Lending in Jan–Apr 2024; ALSF Note settlement returning shares/warrants; shared office space with HDI; policy requires future related‑party deals be approved by independent directors .
• Board arrangement: 2021 agreement tying Horne’s Chair role and Nisser’s board seat to Ault’s ≥5% beneficial ownership, creating ongoing governance interlocks .

Company Performance Context (during Nisser’s tenure)

Risk Indicators & Red Flags

• Non‑independence: Nisser is an executive officer serving on the board, not independent; committees exclude non‑independent directors .
• Governance arrangements: Board seat linked to founder’s ownership; multiple related‑party transactions and overlapping roles with HDI/Ault entities .
• Hedging policy: None adopted; insider trading policy allows 10b5‑1 plans .
• Legal proceedings disclosure: Proxy references a Hyperscale Data press release dated Aug 15, 2023 within legal proceedings sections; details not provided in excerpts .

Compensation Committee Analysis

• Composition: McGrath (Chair), Gustafson, Oram; all independent; no compensation consultant engaged in FY2024 .
• Practices: Oversees executive and director pay, equity plans, succession; no consultant retained in the year, potentially limiting external benchmarking rigor .

Equity Plan Mechanics Relevant to Retention/Alignment

• Repricing prohibition for options/SARs without shareholder approval .
• Minimum 1‑year vesting for full‑value awards (limited exceptions) .
• Change‑of‑control: No single‑trigger; acceleration typically requires involuntary termination in connection with a Change of Control .

Investment Implications

• Alignment: Nisser’s disclosed beneficial ownership is de minimis (<1%), limiting “skin‑in‑the‑game”; absence of ownership guidelines and hedging policy further weakens alignment optics .
• Governance risk: Dual role (EVP/GC + director) and the founder‑linked board arrangement pose independence concerns; extensive related‑party ties (HDI/Ault ecosystem) elevate conflict‑of‑interest risk and may constrain truly arm’s‑length oversight .
• Retention/COC: While plan terms support double‑trigger protection broadly, specific employment/severance economics for Nisser were not disclosed, leaving retention/cash severance exposure opaque .
• Performance: Multi‑year TSR underperformance and continuing net losses, while not attributable to Nisser individually, frame compensation alignment scrutiny; pay‑versus‑performance displays weak equity value creation vs peer TSR .