Henry Nisser
About Henry Nisser
Independent director at Universal Safety Products, Inc. (ticker UUU) as of October 2025; options awarded in August 2025 vested October 20, 2025. Citizenship disclosed as Sweden; beneficial ownership reported via Schedule 13D/A reflects 25,000 options exercisable within 60 days, equating to ~1.1% of shares outstanding at that time .
Past Roles
No prior roles or biography disclosed in available UUU filings for Henry Nisser.
External Roles
No other public company directorships disclosed in available UUU filings for Henry Nisser.
Board Governance
- Role and independence: Identified as an independent director; board action on Aug 27, 2025 included option awards to independent directors (including Nisser) .
- Committee memberships: Not disclosed for Nisser in available filings.
- Governance actions affecting investor rights: Board recommended and sought shareholder approval for large governance changes on Oct 20, 2025:
- Authorized common share increase from 20,000,000 to 220,000,000 (anti-takeover effects noted as possible) .
- Authorization of 25,000,000 “blank check” preferred shares (anti-takeover effects possible) .
- Creation of Class B common stock with 10 votes per share (explicit voting control dynamics and anti-takeover effects described) .
- Elimination of super-majority voting requirements to majority-of-votes standard .
Fixed Compensation
| Component | Amount/Terms | Period/Notes |
|---|---|---|
| Outside director annual fee policy (cash or shares) | $10,000 | FY ended Mar 31, 2024; applies to outside directors generally |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Exercise/Grant Price | Vesting | Expiration | Notes |
|---|---|---|---|---|---|---|
| Stock Options | Aug 27, 2025 | 25,000 | $3.40 per share | Vested upon shareholder approval (Oct 20, 2025) | Aug 26, 2035 | Requires NYSE American and shareholder approval; issued to independent directors incl. Nisser |
Performance metrics under the 2025 Stock Incentive Plan (potentially applicable to RSUs/Performance Awards; options may not be tied to these metrics):
| Metric Category | Examples (Plan-defined) |
|---|---|
| Growth/Profitability | Revenues; net income; operating income; EBITDA; EPS; sales/revenue growth |
| Returns | Return on capital employed; return on invested capital; return on equity; return on assets/sales |
| Market-based | TSR; stock price/fair market value growth |
| Liquidity/Efficiency | Operational cash flow; working capital; operating margin; gross/net margin; productivity; operating efficiency; cost reductions |
| Strategic/Customer | Market share; customer satisfaction |
Additional plan provisions:
- Repricing prohibited without shareholder approval .
- Minimum one-year vesting on full-value awards (limited exceptions up to 5%) .
- Clawback policy for erroneously awarded compensation (effective Dec 1, 2023) .
Other Directorships & Interlocks
- Shared board service: Milton C. Ault III (Vice Chairman per S-8) is also a director and part of a shareholder group with multiple affiliated entities; Nisser filed on the same Schedule 13D/A with 25,000 options, indicating coordinated reporting alongside Ault-related entities .
- No external boards for Nisser disclosed in UUU filings.
Expertise & Qualifications
Not disclosed in available filings (education, professional background, or technical expertise not provided for Nisser).
Equity Ownership
| Holder | Instrument | Amount | Percent of Class | Source/Date |
|---|---|---|---|---|
| Henry Nisser | Options (vested, exercisable within 60 days) | 25,000 | 1.1% (based on 2,312,887 shares outstanding) | Schedule 13D/A (Oct 23, 2025) |
| Henry Nisser | Beneficial ownership prior to resale offering | 25,000 | 1.07% | S-8 Selling Stockholders table (Oct 29, 2025) |
| Henry Nisser | Common shares owned at Sept 17, 2025 record date | 0 | <1% | DEF 14A beneficial ownership table |
No disclosure of pledged shares or hedging by Nisser in available filings.
Governance Assessment
- Positive signals:
- Formal clawback policy adopted and referenced in executive agreements and plan documentation .
- Clear prohibition against option/SAR repricing without shareholder approval; minimum vesting standards for full-value awards .
- Risks and RED FLAGS:
- Significant governance restructuring proposals (large authorized share increase, blank check preferred, dual-class Class B with 10:1 voting, and elimination of super-majority) carry board-entrenchment and anti-takeover implications explicitly acknowledged in filings; may affect minority investor influence and dilution risk .
- PIPE convertible notes could dilute existing holders materially; potential for SJC influence; noted beneficial ownership caps but overall dilution scenario outlined (up to 54.32% of a pro forma share count if fully converted at floor price in the hypothetical) .
- NYSE American noncompliance notice due to delayed Form 10-K filing (July 2025) undermines reporting and listing confidence until remedied .
- CEO compensation structure includes up to $10 million in bonuses tied solely to capital raise gross proceeds (with the agreement stating the CEO has no role in capital raising), raising pay-for-performance alignment concerns; substantial severance/change-of-control provisions also present .
- Director equity issuance proposal (Aug 27, 2025 options to directors and executives) totals up to 200,000 shares (~7.96% of outstanding), representing notable dilution if exercised; Nisser specifically received 25,000 options .
Overall, Nisser’s independence is affirmed, but his board tenure coincides with aggressive capital structure and governance changes alongside material dilution pathways and unusual CEO incentive design—all relevant to investor confidence and voting decisions .