Robert Smith
About Robert O. Smith
Robert O. Smith (age 80) is GPUS’s Lead Independent Director and Chair of the Audit Committee; the board has designated him an “audit committee financial expert.” He has served on the current board since 2016, with prior service from November 2010 to May 2015, and holds a BBA in Accounting from Ohio University . The board has determined he is independent under SEC and NYSE American standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyperscale Data, Inc. (f/k/a Ault Alliance) | President, CEO, Chairman | 1990–2002 | Former chief executive; deep historical knowledge of the issuer |
| Computer Products, Inc. (Compower/Boschert division) | President (division) | 1980–1990 | Senior operating leadership |
| Ametek/Lamb Electric; JM Smucker Company | Managerial accounting roles | 1970–1980 | Finance and accounting foundation |
| Castelle Corporation | Director | 2004–2007 | Public company board experience |
| Hyperscale Data, Inc. | Director (prior term) | Nov 2010–May 2015 | Board governance continuity |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GWW (as referenced in company proxy) | Director | Since Sep 2022 | Public company directorship disclosed in GPUS filing |
| ROI (RiskOn International, Inc.) | Lead Independent Director; Audit Committee Chair | Since Oct 2023 | Governance leadership and audit oversight |
| Ault Disruptive (affiliate, now ceased) | Director | Feb 2021–Oct 2024 | Prior affiliate board; interlock history with other GPUS directors |
Board Governance
- Independence and leadership: The board classifies Smith as independent; he is Lead Independent Director and Chair of the Audit Committee, and is designated an “audit committee financial expert.” He also serves on the Nominating & Corporate Governance and Compensation Committees (member) .
- Committee assignments (FY2024):
- Audit Committee: Chair; independent; financial literacy affirmed .
- Nominating & Governance: Member; chaired by M. Rosenberg .
- Compensation: Member; chaired by J.A. Bentz .
- Meeting activity (FY2024): Board met 9 times; Audit met 4 times; Nominating & Governance met 0 times (1 action by unanimous written consent); Compensation met 0 times (no actions by unanimous written consent) .
- Director election slate (latest preliminary proxy): Smith stands as Lead Independent Director nominee; age 80; on board since 2016 .
Fixed Compensation
Director cash retainers for FY2024:
| Director | Annual Retainer (Cash) | Committee Chair Fee | Meeting Fees | Notes |
|---|---|---|---|---|
| Robert O. Smith | $55,000 | — | — | Higher base due to additional Lead Independent Director services |
| Jeffrey A. Bentz | $45,000 | — | — | Standard independent director base |
| Mordechai Rosenberg | $45,000 | — | — | Standard independent director base |
- Policy note: Independent directors may receive discretionary bonuses; Board may adjust compensation if services exceed expectations (no bonuses disclosed for 2024) .
Performance Compensation
- FY2024 non-employee director equity/option compensation: No stock awards or option awards were granted to Smith (or other independent directors) in 2024 per the disclosed table .
| Director | Stock Awards ($) | Option Awards ($) | Performance Metrics Used |
|---|---|---|---|
| Robert O. Smith | — | — | Not applicable (no equity granted in 2024) |
- Forward-looking: A subsequent preliminary proxy seeks stockholder approval for equity issuances to directors and executive officers to comply with NYSE American Rule 711, signaling potential future equity-based alignment (details not finalized in the excerpt reviewed) .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| GWW (as named in GPUS filing) | Director | Separate directorship disclosed; details not elaborated in GPUS filing |
| ROI (RiskOn International, Inc.) | Lead Independent Director; Audit Chair | Cross-ecosystem role; audit leadership |
| Ault Disruptive | Former Director (through Oct 2024) | Shared service history with GPUS director Jeffrey A. Bentz |
Expertise & Qualifications
- Audit and financial oversight: Designated “audit committee financial expert”; long-tenured chair of the Audit Committee .
- Executive leadership: Former CEO/Chairman of GPUS (legacy era), division president at Computer Products; deep operating and financial background .
- Education: BBA, Accounting, Ohio University .
Equity Ownership
- Beneficial ownership (as of record date in 2025 DEF 14A): Smith beneficially owned 0 shares; indicated as less than 1% of outstanding .
- Shares outstanding context: 1,706,356 Class A shares outstanding as of the record date noted in the proxy .
| Holder | Beneficially Owned Shares | Approx. % of Class | Notes |
|---|---|---|---|
| Robert O. Smith | 0 | <1% | Director; no reported ownership at record date |
| Class A Shares Outstanding (context) | 1,706,356 | — | As of record date referenced |
Alignment signal: The absence of equity ownership and no FY2024 equity grants suggest limited direct “skin-in-the-game” for Smith relative to typical director equity practices .
Governance Assessment
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Strengths
- Independent leadership: Lead Independent Director with audit chair responsibilities and “financial expert” designation enhances oversight credibility .
- Relevant experience: Prior CEO tenure at the issuer and extensive accounting/operational background support effective audit oversight and risk assessment .
- Committee independence: Audit, Compensation, and Nominating/Governance committees comprised solely of independent directors per board determination .
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Concerns / RED FLAGS
- Committee inactivity: Nominating/Governance and Compensation Committees held zero meetings in FY2024, indicating weak committee engagement and potential oversight gaps .
- Ownership alignment: Smith reported 0 beneficial ownership and received cash-only director compensation in 2024, with no equity awards—below typical alignment standards for public company directors .
- Control and related-party context (company-level): Ault & Company and affiliates hold outsized voting power and the company relies on affiliated/convertible financings; while not tied to Smith personally, this environment elevates conflict risk that independent directors, including Smith as audit chair, must actively oversee .
- Dilution exposure: Multiple proposals to approve conversions of notes (Orchid, SJC, Secure Net Capital, Target Capital) with potentially high dilution—again a company-level governance risk requiring rigorous independent oversight .
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Outlook
- Potential shift toward equity alignment: A preliminary proxy seeks approval for equity issuances to directors/executives (Rule 711), which, if adopted with robust performance conditions, could improve alignment; details pending final proxy/stockholder approval .
Overall: Smith brings credible independence and audit expertise, but low equity alignment and committee inactivity in FY2024 are notable governance weaknesses. Given the issuer’s complex capital structure and related-party financing context, sustained and transparent committee engagement—particularly by the audit and nominating/governance committees—will be critical to investor confidence .