Mordechai Rosenberg
About Mordechai Rosenberg
Independent director at Hyperscale Data, Inc. (ticker: GPUS); age 77; on the board since 2015. Background includes 26 years in the Israeli Defense Force (retired colonel) with roles in special forces and training leadership; post-military career in homeland security systems consulting across Europe/Africa; BA in History (Tel Aviv University) and MA in Political Science (University of Haifa); completed Directors & Officers course at College of Management, Tel Aviv .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Israeli Defense Force (IDF) | Active reserve officer; retired colonel; commander and training leadership roles incl. Air Force Special Forces | 26 years | Leadership of training center for IDF infantry and special forces operations |
| ZIV U.P.V.C Products Ltd. | General Manager, doors and window factory | 2000–2003 | Operational management |
| Bullet Plate Ltd. | Special consultant (armor protection systems) | 2004–2009 | Technical/security consulting |
| NovIdea Ltd. | Special consultant (perimeter/border security systems) | 2004–2009 | Technical/security consulting |
| Multiple companies (Europe/Africa) | Independent consultant (homeland security system design/implementation) | Since 2010 | Security systems architecture |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Various (Europe/Africa) | Independent consultant, homeland security systems | Since 2010 | Private mandates; no current public company directorships disclosed |
Board Governance
- Independence: Board determined Rosenberg is independent under SEC and NYSE American standards .
- Lead Independent Director: Robert O. Smith (not Rosenberg) .
- Committees and chair roles:
- Audit Committee member .
- Compensation Committee member .
- Nominating & Corporate Governance Committee chair .
- Board/committee activity (FY 2024): Board met 9 times; Audit Committee met 4 times; Nominating & Governance held 0 meetings (1 action by unanimous written consent); Compensation held 0 meetings (no actions by unanimous written consent) .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (independent director) | $45,000 | Standard base for independent directors; no stock/option awards disclosed for Rosenberg in 2024 |
Performance Compensation
Proposed equity awards (subject to stockholder and NYSE approval under Rule 711):
| Metric/Term | Details |
|---|---|
| Award type | Stock options to independent directors |
| Quantity (Rosenberg) | 250,000 options |
| Exercise price | $0.72 per share |
| Term | 10 years from grant date (July 31, 2025 board approval) |
| Vesting | 50% on stockholder approval; remaining 50% vests monthly beginning Jan 1, 2026 |
| Exercisability conditions | Requires NYSE American and stockholder approval and approval of 2025 Plan |
| Performance metrics | None disclosed; time-based vesting only |
Aggregate proposed dilution for director/executive option grants if approved: up to 7,250,000 shares issuable under the “Equity Issuance Proposal” .
Other Directorships & Interlocks
| Company | Role | Committee positions | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or disclosed interlocks for Rosenberg in GPUS proxy materials |
Expertise & Qualifications
- Security/Defense: Special forces leadership; development of weapon systems; consulting in armor and border security .
- Management: General manager experience in manufacturing operations .
- Governance: Formal training via Directors & Officers course (College of Management, Tel Aviv) .
Equity Ownership
| Date/Source | Shares Beneficially Owned | Approx. % of Class | Notes |
|---|---|---|---|
| Record Date Jan 28, 2025 (DEF 14A) | 0 | <1% (“*”) | No options/warrants reported outstanding for Rosenberg in table |
| Record Date Apr 30, 2025 (DEF 14A) | 0 | <1% (“*”) | No holdings disclosed |
| PRE 14A Nov 13, 2025 | 0 | 0% | Confirms no beneficial ownership |
| Stock ownership guidelines | Company has no formal stock ownership guidelines for directors |
Governance Assessment
-
Strengths
- Independent director with chair role on Nominating & Governance, providing oversight of board composition and governance principles .
- Relevant security and operational expertise that can inform risk oversight in data center and infrastructure contexts .
-
Concerns / RED FLAGS
- Board and key committees (Compensation; Nominating & Governance) did not meet in FY 2024, relying on minimal written consents—signals weak committee engagement and oversight cadence .
- No director stock ownership guidelines; Rosenberg holds zero shares—limited ownership alignment (“skin‑in‑the‑game”) .
- Proposed option grants to directors (including Rosenberg’s 250,000) require shareholder approval and could contribute to dilution (aggregate up to 7.25M shares across director/executive awards) without explicit performance conditions, reducing pay‑for‑performance discipline .
- Related‑party exposure at GPUS heavily involves insiders (Ault, Horne, Nisser) across affiliated entities; Rosenberg is not named, but overall environment increases conflict‑risk that Nominating & Governance must police .
Overall: Rosenberg’s independence and governance chair role are positives, but zero ownership, lack of formal ownership guidelines, and low committee activity undermine investor confidence in board effectiveness and alignment .
Appendix: Board and Committee Snapshot (FY 2024)
| Body | Meetings | Actions by Written Consent |
|---|---|---|
| Board of Directors | 9 | 17 |
| Audit Committee | 4 | 1 |
| Nominating & Governance Committee | 0 | 1 |
| Compensation Committee | 0 | 0 |