Jeffrey A. Bentz
About Jeffrey A. Bentz
Independent director at Hyperscale Data, Inc. (NYSE American: GPUS), age 65, serving on the board since 2018 and currently chairing the Compensation Committee, with membership on the Audit and Nominating & Corporate Governance Committees . Experienced operator and board member; previously President of North Star Terminal & Stevedore Company (1994–2022). Holds a B.A. in Business and Finance from Western Washington University (1981) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Star Terminal & Stevedore Company | President | 1994–2022 | Led terminal operations, stevedoring, heavy equipment; operational and financial oversight across multiple profit centers |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Ault Disruptive Technologies Corp. (ADTC) | Independent Director | Dec 2021–present | NYSE-listed SPAC; ongoing board service |
| Giga-tronics, Inc. (GIGA) | Director/Chairman | Sep 2022–present | Board service; leadership role |
Board Governance
- Committee assignments: Compensation (Chair), Audit (Member), Nominating & Corporate Governance (Member) .
- Independence: Board determined Bentz is independent under SEC and NYSE American standards .
- Lead Independent Director context: Robert O. Smith serves as Lead Independent Director and Audit Committee Chair .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 45,000 | — | — | — | 45,000 |
Policy context: Independent directors receive an annual base retainer; higher retainers paid to Lead Independent Director and Audit Chair (e.g., $55,000), consistent with chair responsibilities .
Performance Compensation
| Component | Details |
|---|---|
| Equity grants | None disclosed for non-employee directors in 2024 (no RSUs, PSUs, or options) |
| Performance metrics | None disclosed for director compensation (no TSR/revenue/EBITDA-linked director pay) |
| Meeting/committee fees | Not disclosed; compensation reported as retainer only for 2024 |
Other Directorships & Interlocks
| Company | Relationship to GPUS | Potential Interlock/Conflict Notes |
|---|---|---|
| Ault Disruptive Technologies Corp. (ADTC) | Affiliate of Ault-related ecosystem | Bentz’s role at ADTC overlaps with entities associated with GPUS’s Executive Chairman (Ault) ecosystem; monitor information flow and related-party oversight |
| Giga-tronics, Inc. (GIGA) | Unrelated | External board seat; standard multi-board engagement |
Expertise & Qualifications
- Operational leadership across logistics/terminal management and heavy equipment operations (North Star Terminal & Stevedore Company), with financial oversight of multi-center businesses .
- Public company governance: Chair of Compensation Committee; member of Audit and Nominating & Governance (GPUS) .
- Education: B.A. in Business and Finance, Western Washington University (1981) .
Equity Ownership
| Holder | Shares Beneficially Owned | Approximate Percent of Class |
|---|---|---|
| Jeffrey A. Bentz | 0 | <1% |
Company control context (for governance risk): Ault & Company, Inc. (“A&C”) held an aggregate voting power of 42,972,183 votes versus 52,281,770 eligible votes as of April 30, 2025, via Class B and Preferred holdings . This concentrated control environment can impact board dynamics and independence perceptions.
Governance Assessment
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Strengths
- Independent director leading the Compensation Committee; committee membership across Audit and Nominating & Governance supports board oversight breadth .
- Compensation is cash-only with no equity awards, limiting potential misalignment from option-based risk-taking; transparent disclosure of 2024 fees [$45,000] .
- Professional background in operations and financial oversight provides practical discipline for compensation and audit deliberations .
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Watch items / RED FLAGS
- Ownership alignment: Bentz reported 0 shares beneficially owned, suggesting limited “skin-in-the-game” despite chairing Compensation; consider whether GPUS adopts director ownership guidelines and Bentz’s compliance if applicable .
- Control risk: A&C holds dominant voting power, potentially influencing board outcomes and pay decisions despite committee independence assertions . Robust independent committee process and disclosure around consultant use and related-party transactions should be monitored.
- Interlocks: Concurrent role at ADTC (Ault ecosystem) increases the need for strict recusal and related-party transaction oversight to mitigate perceived conflicts .
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Not disclosed (skip/monitor)
- Board meeting attendance rates and any missed meetings (not found in available proxy materials).
- Use of independent compensation consultants, say-on-pay outcomes, director stock ownership guidelines (not found in available materials).