Henry Nisser
About Henry Nisser
Henry C.W. Nisser is President, General Counsel, and a director of Hyperscale Data, Inc. (NYSE American: GPUS). He joined the company May 1, 2019 as EVP & General Counsel, was named President January 19, 2021, and currently serves as an inside director (non‑independent) . He previously practiced corporate and securities law (MA, M&A, financings, governance) at Sichenzia Ross Ference LLP; education includes a B.A. (Connecticut College, 1992) and LLB (University of Buckingham School of Law, 1999) . Company performance during his tenure has been volatile: revenues grew from 2022 to 2024 while EBITDA and net income remained negative.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | 80,993,000* | 99,882,000* | 96,964,000* |
| EBITDA (USD) | -30,181,000* | -52,024,000* | -11,621,000* |
| Net Income (USD) | -181,816,000* | -231,027,000* | -56,204,000* |
| EBITDA Margin (%) | -25.656%* | -38.580%* | -10.895%* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hyperscale Data (formerly DPW/Ault/BitNile) | EVP & General Counsel; later President & GC; Director | 2019–present | Built in‑house legal function, supported financing and corporate restructuring initiatives |
| Sichenzia Ross Ference LLP | Associate → Partner (Corporate/Securities) | 2011–2019 | Led transactions and governance advisory (M&A, equity/debt financings, special committees) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alzamend Neuro, Inc. | Director; EVP & General Counsel | Director since 9/1/2020; EVP/GC since 5/1/2019 | Biotechnology; additional officer/board compensation disclosed at affiliates in 2023 |
| Avalanche International/“Avalanche” (affiliate) | EVP & General Counsel | Ongoing | Related‑party affiliations within Ault ecosystem |
Fixed Compensation
| Component (USD) | 2021 | 2022 | 2023 | 2025 YTD |
|---|---|---|---|---|
| Base Salary | 300,000 | 300,000 | 300,000 | 400,000 (effective 5/1/2025) |
| Cash Bonus Paid | 217,500 | 912,000 | 12,500 | — |
| Stock Awards (Grant‑date FV) | 1,632,000 | — | — | — |
| Option Awards (Grant‑date FV) | 1,301,440 | — | — | — |
Notes:
- Nisser’s original employment agreement (2019) set base salary at $200k with bonus eligibility up to 300% of base, plus initial RSU and option grants; later salary was raised to $300k (Oct 1, 2020) and then to $400k effective May 1, 2025 .
Performance Compensation
- Bonus plan structure: Annual bonus eligibility with percentage based on Compensation Committee‑set goals; the 2019 agreement caps at 300% of base salary. The company discloses committee discretion but does not enumerate annual KPI weightings (e.g., revenue/EBITDA/TSR targets) for Nisser individually .
- Pay‑versus‑performance: Company’s 2024 proxy shows “compensation actually paid” vs. TSR, peer TSR, revenue, and net income for 2021–2023; the framework indicates pay moved with results and TSR, but metrics and weightings for NEOs are not specified by individual .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2 Class A shares; 1 Class B share (10 votes per B share); “less than 1%” of Class A outstanding as of 4/30/2025 |
| Options outstanding (12/31/2023) | 27 options @ $13,425 exp. 9/17/2030; 53 options @ $19,125 exp. 4/26/2031 (reverse‑split adjusted counts and strikes) |
| Vested vs unvested | 2023 table shows exercisable counts; no unexercisable amounts listed |
| Pledging/hedging | Company states no formal hedging policy; ownership guidelines not adopted |
| Ownership guidelines | None adopted for directors/officers; Board asserts holdings already align interests |
Employment Terms
- Agreement and term: Executive Employment Agreement dated April 12, 2019 (effective May 1, 2019); four‑year initial term with automatic one‑year renewals unless noticed .
- Severance (non‑CIC): If terminated without cause/non‑renewal (and release provided), separation payment equals (a) four weeks’ base salary per full year of service, plus (b) a lump‑sum base‑salary amount equal to the lesser of remaining term or 18 months; continued benefits during separation period; pro‑rated maximum bonus; all outstanding options/awards vest and remain exercisable for 24 months .
- Change‑of‑control: Cash payment equals 4× the Separation Payment .
- Clawback: Bonuses and stock‑based compensation subject to recoupment upon financial restatements during employment and two years thereafter (“Company Clawback Rights”) .
- 2025 salary action: Compensation Committee increased Nisser’s annual base salary to $400,000 effective May 1, 2025 .
Board Governance & Service
- Board status: Inside director (not independent) alongside Executive Chairman and CEO; independent directors populate Audit, Compensation, and Nominating/Governance committees .
- Committee roles: Nisser is not listed as a member of the three standing committees; 2024 proxy shows Audit (Smith chair), Compensation (Bentz chair), Nominating/Governance (Smith chair) comprised of independents .
- Independence implications: Dual operating role + board seat concentrates influence; independence standards explicitly state Nisser is not independent under NYSE American and SEC rules .
Related Party, Policies, and Voting
- Related‑party ecosystem: Ault & Company, Inc. is the largest owner and has multiple financing arrangements with GPUS; Nisser holds executive/board roles within affiliates (e.g., Avalanche/Alzamend), underscoring potential information interlocks .
- Say‑on‑Pay: Stockholders approved executive compensation at the November 23, 2022 meeting; advisory vote held every three years .
- Policies: No formal stock ownership guidelines and no adopted hedging policy for employees/directors .
Risk Indicators & Red Flags
- Low insider ownership: Nisser’s direct stake is de minimis (<1%), limiting direct alignment via equity .
- CIC economics: 4× separation payment multiple plus full vesting for 24 months can elevate change‑of‑control costs for shareholders .
- Governance concentration: Ault & Company’s control position and preferred stock structures confer significant influence; Nisser is part of executive group signing numerous financing/SEC items .
- Policies: Absence of formal hedging prohibitions and ownership guidelines may weaken alignment safeguards .
- Insider trading/pledging: No pledging disclosed; recent Form 4 activity not presented in company proxies—no assessment of near‑term selling pressure available in these filings (not disclosed).
Investment Implications
- Pay‑for‑performance: 2023 cash bonus to Nisser fell sharply ($12.5k vs. $912k in 2022), consistent with poor TSR/reported losses in 2023; however, explicit KPI weightings remain undisclosed, limiting transparency on incentive calibration .
- Retention vs. cost: The 2025 raise to $400k suggests emphasis on retention for legal/regulatory execution across complex financings and capital structure changes; CIC/severance terms are shareholder‑unfriendly in size (4× multiple) and could be costly in a transaction .
- Alignment: Extremely low personal ownership and legacy options that appear far out‑of‑the‑money diminish direct equity alignment; absence of ownership/hedging policies adds risk .
- Governance lens: As an inside director with no committee roles and within a control‑holder structure, investors should rely on the strength/independence of Audit/Comp/Nominating committees (currently independent) for checks and balances .