AMERICAN SUPERCONDUCTOR CORP /DE/ — Proxy Solicitation & Information Statement 2010

Jun 22, 2010

DEF 14A 1 b80567adef14a.htm AMERICAN SUPERCONDUCTOR CORPORATION def14a PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:

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þ	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

American Superconductor Corporation

(Name of Registrant as Specified in Its Charter)

N/A (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ	No fee required
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.

1.	Title of each class of securities to which transaction applies:
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Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
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o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule
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the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.

1.	Amount previously paid:
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AMERICAN SUPERCONDUCTOR CORPORATION 64 Jackson Road Devens, Massachusetts 01434

Notice of Annual Meeting of Stockholders to be Held on Friday, August 6, 2010

The Annual Meeting of Stockholders of American Superconductor Corporation will be held at American Superconductor’s corporate headquarters, located at 64 Jackson Road, Devens, Massachusetts 01434, on Friday, August 6, 2010 at 8:30 a.m., local time, to consider and act upon the following matters:

1.	To elect seven directors for the ensuing year.
2.	To ratify the selection by the Audit Committee of the Board of
Directors of PricewaterhouseCoopers LLP as American
Superconductor’s independent registered public accounting
firm for the current fiscal year.
3.	To transact such other business as may properly come before the
meeting or any adjournment thereof.

Stockholders of record at the close of business on June 7, 2010 will be entitled to notice of and to vote at the annual meeting or any adjournment thereof. The stock transfer books of American Superconductor will remain open.

By Order of the Board of Directors,

David A. Henry, Secretary

Devens, Massachusetts

June 22, 2010

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING. THEREFORE, WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE SUBMIT YOUR PROXY (1) OVER THE INTERNET, (2) BY TELEPHONE, OR (3) BY MAIL. FOR SPECIFIC INSTRUCTIONS, PLEASE REFER TO THE QUESTIONS AND ANSWERS BEGINNING ON THE FIRST PAGE OF THE PROXY STATEMENT AND THE INSTRUCTIONS ON THE PROXY CARD RELATING TO THE ANNUAL MEETING.

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TOC

| INFORMATION ABOUT THE ANNUAL MEETING AND
VOTING | 1 |
| --- | --- |
| STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT | 4 |
| CORPORATE GOVERNANCE | 6 |
| Members of the Board | 6 |
| Corporate Governance Guidelines | 7 |
| Board Determination of Independence | 8 |
| Director Nomination Process | 8 |
| Board Meetings and Attendance | 8 |
| Director Attendance at Annual Meeting of
Stockholders | 9 |
| Board Leadership Structure | 9 |
| Board Committees | 9 |
| Oversight of Risk | 11 |
| Executive Compensation Process | 11 |
| Communicating with the Independent Directors | 12 |
| Code of Business Conduct and Ethics | 12 |
| Audit Committee Report | 12 |
| INFORMATION ABOUT EXECUTIVE AND DIRECTOR
COMPENSATION | 14 |
| Compensation Discussion and Analysis | 14 |
| Summary Compensation Table | 22 |
| Grants of Plan-Based Awards Table | 24 |
| Outstanding Equity Awards at Fiscal Year-End
Table | 25 |
| Option Exercises and Stock Vested Table | 26 |
| Employment Agreements and Severance Agreements
with Executive Officers | 26 |
| Director Compensation | 27 |
| Securities Authorized for Issuance Under Our
Equity Compensation Plans | 29 |
| Compensation Committee Interlocks and Insider
Participation | 29 |
| Compensation Committee Report | 30 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 31 |
| ELECTION OF DIRECTORS (PROPOSAL 1) | 32 |
| RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 2) | 33 |
| Independent Registered Public Accounting
Firm’s Fees | 33 |
| Pre-Approval Policies and Procedures | 33 |
| OTHER MATTERS | 34 |
| Solicitation of Proxies | 34 |
| Stockholder Proposals for 2011 Annual Meeting | 34 |
| Section 16(a) Beneficial Ownership Reporting
Compliance | 35 |
| Important Notice Regarding Delivery of Security
Holder Documents | 35 |
| Electronic Delivery of Stockholder
Communications | 35 |

/TOC

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AMERICAN SUPERCONDUCTOR CORPORATION 64 Jackson Road Devens, Massachusetts 01434

PROXY STATEMENT For the Annual Meeting of Stockholders to be Held on Friday, August 6, 2010

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors, or Board, of American Superconductor Corporation for use at the Annual Meeting of Stockholders, or Annual Meeting, to be held on Friday, August 6, 2010, beginning at 8:30 a.m., local time, at American Superconductor Corporation’s corporate headquarters, located at 64 Jackson Road, Devens, Massachusetts 01434 and at any adjournment of the Annual Meeting. On or about June 25, 2010, we are either mailing or providing notice and electronic delivery of these proxy materials together with an annual report, consisting of our Annual Report on Form 10-K for the fiscal year ended March 31, 2010, and other information required by the rules of the Securities and Exchange Commission. Our Annual Report on Form 10-K is included without exhibits with this proxy statement. Exhibits will be provided, at no charge, upon written request addressed to American Superconductor Corporation, 64 Jackson Road, Devens, MA 01434, Attention: Investor Relations.

Our fiscal year begins on April 1 and ends on March 31. When we refer to a particular fiscal year, we are referring to the fiscal year ended on March 31 of the following year. For example, fiscal 2009 refers to the fiscal year ended March 31, 2010.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on August 6, 2010:

This proxy statement and our fiscal 2009 annual report are available for viewing, printing and downloading at www.proxyvote.com.

You may request a copy of the materials relating to our Annual Meeting, including the proxy statement and form of proxy for our Annual Meeting and the fiscal 2009 annual report, at www.proxyvote.com or by sending an email to sendmaterial@proxyvote.com or by calling (800) 579-1639.

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

What is the purpose of the Annual Meeting?

At our Annual Meeting, stockholders will act upon the matters outlined in the accompanying notice of meeting: the election of directors; ratification of our independent registered public accounting firm; and consideration of such other business as may properly come before the meeting.

Who is entitled to vote?

Only stockholders of record at the close of business on the record date, June 7, 2010, are entitled to receive notice of the Annual Meeting and to vote their shares of our common stock at the Annual Meeting or any adjournment of the Annual Meeting. The number of stockholders of record as of the June 7, 2010 record date was 632. Holders of shares of our common stock are entitled to one vote per share.

Who can attend the meeting?

All stockholders as of the record date, or their duly appointed proxies, may attend the Annual Meeting. Please note that if you hold your shares in “street name” (through a bank, broker or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership in American Superconductor as of the record date to be admitted to the Annual Meeting. You may obtain directions to the location of our Annual Meeting by writing our Investor Relations department at 64 Jackson Road, Devens, Massachusetts 01434 or by calling (978) 842-3177.

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What constitutes a quorum?

The holders of a majority of the shares of common stock outstanding and entitled to vote at the Annual Meeting shall constitute a quorum for the transaction of business at the Annual Meeting. Shares of common stock represented in person or by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum is present at the Annual Meeting. As of the June 7, 2010 record date, 45,396,626 shares of our common stock were outstanding and entitled to vote.

How do I vote?

If you are a record holder, meaning your shares are registered in your name, you may vote:

(1) Over the Internet : Go to the website of our tabulator, Broadridge, at www.proxyvote.com . Use the vote control number printed on your enclosed proxy card to access your account and vote your shares. You must specify how you want your shares voted or your Internet vote cannot be completed and you will receive an error message. Your shares will be voted according to your instructions.

(2) By Telephone : Call 1-800-690-6903, toll free from the U.S. and Canada, and follow the instructions on your enclosed proxy card. You must specify how you want your shares voted and confirm your vote at the end of the call or your telephone vote cannot be completed. Your shares will be voted according to your instructions.

(3) By Mail : Complete and sign your enclosed proxy card and mail it in the enclosed postage prepaid envelope to Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your shares will be voted according to your instructions. If you do not specify how you want your shares voted, they will be voted as recommended by our Board of Directors.

(4) In Person at the Annual Meeting : If you attend the Annual Meeting, you may deliver your completed proxy card in person or you may vote by completing a ballot, which we will provide to you at the Annual Meeting.

If your shares are held in “street name,” meaning they are held for your account by a bank, broker or other nominee, you may vote:

(1) Over the Internet or by Telephone : You will receive instructions from your bank, broker or other nominee if they permit Internet or telephone voting. You should follow those instructions.

(2) By Mail : You will receive instructions from your bank, broker or other nominee explaining how you can vote your shares by mail. You should follow those instructions.

(3) In Person at the Annual Meeting : To be able to vote your shares held in street name in person at the Annual Meeting, you will need to obtain a proxy card (separate from the proxy card supplied by us) that is prepared and supplied by your bank, broker or other nominee. You will not be able to vote in person at the Annual Meeting unless you have a proxy from your bank, broker or other nominee issued in your name giving you the right to vote your shares. If you received a paper copy of these proxy materials, included with such copy is a proxy card or a voting instruction card for the Annual Meeting. If you received a notice of Internet availability of proxy materials, the notice will contain instructions on how to obtain a paper copy of a proxy card, as well as how to vote over the Internet or by telephone.

Can I change my proxy after I return my proxy card?

Yes. You may revoke your proxy and change your vote at any time before the Annual Meeting. To do so, you must do one of the following:

(1) Vote over the Internet or by telephone as instructed above. Only your latest Internet or telephone vote is counted.

(2) Sign a new proxy and submit it as instructed above. Only your latest dated proxy will be counted.

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(3) Attend the Annual Meeting, request that your proxy be revoked and vote in person as instructed above. Attending the Annual Meeting will not revoke your proxy unless you specifically request it.

Will my shares be voted if I don’t return my proxy?

If your shares are registered directly in your name, your shares will not be voted if you do not vote over the Internet, by telephone, by returning your proxy or voting by ballot at the Annual Meeting. If your shares are held in “street name” by a bank, broker or other nominee, that person, as the record holder of your shares, is required to vote your shares according to your instructions. Your bank, broker or other nominee will send you directions on how to vote those shares. Under applicable stock exchange rules, if you do not give instructions to your bank, broker or other nominee, it will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to certain “non-discretionary” items. In the case of “non-discretionary” items, shares for which your bank, broker or other nominee does not receive voting instructions will be treated as “broker non-votes.”

| Discretionary Items — • | Proposal 2 — Ratification of PricewaterhouseCoopers
LLP as our Independent Registered Public Accounting Firm | Non-Discretionary Items — • | Proposal 1 — Election of Directors |
| --- | --- | --- | --- |

What is the vote required to approve each matter?

(1) Election of Directors. The seven nominees receiving the most affirmative votes will be elected as directors at the Annual Meeting.

(2) Independent Registered Public Accounting Firm . The affirmative vote of the holders of a majority of the shares of common stock voting on the matter is required for the ratification of the selection by the Audit Committee of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year.

Shares that abstain from voting as to a particular matter, and shares held in “street name” by a bank, broker or other nominee which indicates on the proxy that it does not have discretionary authority to vote such shares on a particular matter, will not be counted as votes in favor of such matter, and will not be counted as shares voting on such matter, although they will be counted for purposes of determining whether there is a quorum. Accordingly, abstentions and broker non-votes will have no effect on the outcome of voting with respect to any of the proposals covered by this proxy statement.

Are there other matters to be voted on at the meeting?

As of the date of this proxy statement, our Board of Directors does not know of any other matters which may come before the meeting, other than the matters described in this proxy statement. Should any other matter requiring a vote of our stockholders arise and be properly presented at the Annual Meeting, the proxy for the Annual Meeting confers upon the persons named in the proxy and designated to vote the shares discretionary authority to vote, or otherwise act, with respect to any such matter in accordance with their best judgment.

Our Board encourages stockholders to attend the Annual Meeting. Whether or not you plan to attend, you are urged to submit your proxy. Prompt response will greatly facilitate arrangements for the meeting and your cooperation will be appreciated. Stockholders who attend the Annual Meeting may vote their stock personally even though they have sent in their proxies.

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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our common stock as of April 30, 2010, or such earlier date as indicated below, by:

| • | each person, or group of affiliated persons, who is known by us
to beneficially own more than 5% of the outstanding shares of
our common stock; |
| --- | --- |
| • | each of our directors; |
| • | our “named executive officers” (as defined under
“Information About Executive and Director
Compensation — Summary Compensation Table”
below); and |
| • | all current directors and executive officers as a group. |

	Number of — Shares	Percentage of
	Beneficially	Common Stock
Name of Beneficial Owner	Owned (1)	Outstanding (2)
Five Percent Stockholders BlackRock, Inc. and its affiliates (3)	7,566,431	16.9 %
40 East 52nd Street New York, NY 10022
Kevin Douglas and related group (4)	5,402,500	12.1 %
c/o 125 East Sir Francis Drake Blvd. Suite 400 Larkspur, CA 94903
FMR LLC and its affiliates (5)	3,025,413	6.8 %
82 Devonshire Street Boston, MA 02109
Directors
Gregory J. Yurek (6)	961,872	2.1 %
Vikram S. Budhraja (7)	47,000	*
Peter O. Crisp (8)	152,603	*
Richard Drouin	25,000	*
David R. Oliver, Jr. (9)	32,400	*
John B. Vander Sande (10)	56,000	*
John W. Wood, Jr. (11)	31,000	*
Other Named Executive Officers David A. Henry (12)	74,326	*
Daniel P. McGahn (13)	126,192	*
Charles W. Stankiewicz (14)	174,009	*
Angelo R. Santamaria (15)	149,367	*
All directors and executive officers as a group
(13 persons) (16)	1,954,023	4.2 %

*	Less than 1%.
(1)	The inclusion of any shares of common stock deemed beneficially
owned does not constitute an admission of beneficial ownership
of those shares. In accordance with the rules of the SEC, each
stockholder is deemed to beneficially own any shares subject to
stock options that are currently exercisable or exercisable
within 60 days after April 30, 2010, and any reference
below to shares subject to outstanding stock options held by the
person in question refers only to such stock options.
(2)	To calculate the percentage of outstanding shares of common
stock held by each stockholder, the number of shares deemed
outstanding includes 44,836,108 shares outstanding as of
April 30, 2010, plus any shares subject to outstanding
stock options currently exercisable or exercisable within
60 days after April 30, 2010 held by the stockholder
in question.
(3)	Information is derived from the Schedule 13G filed on
January 8, 2010 by BlackRock, Inc. and its affiliates and
is as of December 31, 2009.

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| (4) | Information is derived from the Schedule 13G filed on
March 8, 2010 by Kevin Douglas, Michelle Douglas, James E.
Douglas, III, Douglas Family Trust, James Douglas and Jean
Douglas Irrevocable Descendants’ Trust and is as of
February 25, 2010. |
| --- | --- |
| (5) | Information is derived from the Schedule 13G filed on
February 16, 2010 by FMR LLC and its affiliates and is as
of December 31, 2009. |
| (6) | Includes 794,359 shares subject to outstanding stock
options, 62,000 shares subject to certain restrictions on
transfer and a repurchase right in favor of American
Superconductor and 873 shares held indirectly through
American Superconductor’s 401(k) plan. |
| (7) | Includes 20,000 shares subject to outstanding stock options. |
| (8) | Includes 3,000 shares held by Mr. Crisp’s wife
and 40,000 shares subject to outstanding stock options.
Mr. Crisp disclaims beneficial ownership of the shares held
by his wife. |
| (9) | Includes 20,000 shares subject to outstanding stock options. |

(10)	Includes 40,000 shares subject to outstanding stock options.
(11)	Includes 20,000 shares subject to outstanding stock options.
(12)	Includes 7,000 shares subject to outstanding stock options,
40,100 shares subject to certain restrictions on transfer
and risk of forfeiture in favor of American Superconductor and
526 shares held indirectly through American
Superconductor’s 401(k) plan.
(13)	Includes 52,500 shares subject to outstanding stock
options, 56,000 shares subject to certain restrictions on
transfer and risk of forfeiture in favor of American
Superconductor and 902 shares held indirectly through
American Superconductor’s 401(k) plan.
(14)	Includes 87,000 shares subject to outstanding stock
options, 27,500 shares subject to certain restrictions on
transfer and risk of forfeiture in favor of American
Superconductor and 4,129 shares held indirectly through
American Superconductor’s 401(k) plan.
(15)	Includes 70,000 shares subject to outstanding stock
options, 46,000 shares subject to certain restrictions on
transfer and risk of forfeiture in favor of American
Superconductor and 1,867 shares held indirectly through
American Superconductor’s 401(k) plan.
(16)	Includes 1,630,282 shares subject to outstanding stock
options, 274,400 shares subject to certain restrictions on
transfer and risk of forfeiture in favor of American
Superconductor and 9,558 shares held indirectly through
American Superconductor’s 401(k) plan.

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CORPORATE GOVERNANCE

Our Board has long believed that good corporate governance is important to ensure that American Superconductor is managed for the long-term benefit of our stockholders. This section describes key corporate governance guidelines and practices that we have adopted. Complete copies of our committee charters, corporate governance guidelines and code of conduct described below have been posted in the “Governance” section of the “Investors” page of our website at www.amsc.com . Alternatively, you can request a copy of any of these documents by writing our Investor Relations department at 64 Jackson Road, Devens, Massachusetts 01434 or by calling (978) 842-3177.

Members of the Board

Set forth below, for each director, are his name and age, his positions (if any) with us, his principal occupation and business experience during the past five years, the names of other public companies of which he has served as a director during the past five years and the year of the commencement of his term as a director of American Superconductor. Each of Messrs. Yurek, Budhraja, Crisp, Drouin, Oliver, Vander Sande and Wood is a nominee for election to the Board at the Annual Meeting.

Gregory J. Yurek , age 63, co-founded American Superconductor in 1987 and has been chief executive officer since December 1989 and chairman of the Board since October 1991. Dr. Yurek also served as president from March 1989 to February 2004 and June 2005 until December 2009. Prior to joining American Superconductor, Dr. Yurek was a professor of Materials Science and Engineering at MIT for 12 years. He is a director of Nanosys, Inc. We believe Dr. Yurek’s qualifications to sit on our Board include his extensive experience in the power technologies industry, including over 21 years as our chief executive officer, as well as the Professional Director Certification that he holds from the Corporate Directors Group, a national public company director education organization. Dr. Yurek has been a director of American Superconductor since 1987.

Vikram S. Budhraja , age 62, has been president of Electric Power Group, LLC, a Pasadena, California-based consulting firm, that provides management and strategic consulting services, synchrophasor technology applications, and power grid reliability monitoring solutions to the electric power industry, since January 2000. From 1977 to January 2000, Mr. Budhraja served in several key senior management positions at Edison International, the parent company of Southern California Edison, including: president of Edison Technology Solutions; senior vice president and head of the Power Grid Business Unit of Southern California Edison; and vice president of System Planning, Fuels and Operations of Southern California Edison. He is a founding member of the Consortium for Electric Reliability Technology Solutions (CERTS) and worked with the U.S.-Canadian Power Systems Outage Task Force that was formed to investigate the root causes of the August 14, 2003 power blackout in the Northeast. Mr. Budhraja has previously served as a director of several organizations, including the California Independent System Operator Corporation and SoftSwitching Technologies. We believe Mr. Budhraja’s qualifications to sit on our Board include his extensive operational knowledge of, and executive level management experience in, the electric power industry. Mr. Budhraja has been a director of American Superconductor since 2004.

Peter O. Crisp , age 77, served as vice chairman of Rockefeller Financial Services, Inc., a financial services firm, from December 1997 until September 2004. From 1969 to 1997, he was a general partner of Venrock Associates, a venture capital firm based in New York. Mr. Crisp served as a director of United States Trust Corporation until August 2004. He is currently a director of several private companies. We believe Mr. Crisp’s qualifications to sit on our Board include his valuable corporate governance experience gained while serving as a director for 21 public and private companies, as well as his strategic planning expertise gained while counseling numerous Fortune 500 companies. Mr. Crisp has been a director of American Superconductor since 1987.

Richard Drouin , age 78, is counsel at McCarthy Tétrault LLP, a Canadian law firm. Mr. Drouin was the chairman and chief executive officer of Hydro-Quebec, a public electric utility based in Canada, from April 1988 to September 1995. He is chairman of the board of Stonebridge Financial. He is a director of the British Airport Authority in London, Gesca Limitée in Montreal, and President’s Choice Bank in Toronto. He is also chairman of the board of the World Energy Congress to be held in Montreal in September 2010. He is Honorary Consul for Great Britain in Quebec. We believe Mr. Drouin’s qualifications to sit on our Board include his experience serving as a director for other public and private companies and his extensive legal skill

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and expertise developed as counsel to public and private companies over the past 35 years. Mr. Drouin has been a director of American Superconductor since 1996.

David R. Oliver, Jr. , age 68, has been executive vice president and chief operating officer, European Aeronautic Defense and Space Company North America (EADS NA), a large European aerospace corporation, since January 2008. Mr. Oliver served as chief executive officer of the defense division of EADS NA for most of the four years preceding January 2008 except when he was running the EADS portion of the capture effort for the Air Force Tanker program (one of the largest Defense programs ever competed). Before joining EADS NA, Mr. Oliver was stationed in Baghdad as Director of Management and Budget for the Coalition Forces. Prior to that, he served as the United States’ Principal Deputy Under Secretary of Defense for Acquisition and Technology. Mr. Oliver also previously held management positions at both Westinghouse Electric and Northrop Grumman. In the Navy, he commanded both diesel and nuclear submarines as well as two submarine groups in the Cold War. His last Navy appointment was as Principal Deputy to the Assistant Secretary of the Navy for Research, Development and Acquisition. Rear Admiral (retired) Oliver’s military decorations include the Defense and Navy Distinguished Service Medals as well as six awards of the Legion of Merit. Mr. Oliver is a director of EADS NA, which is a publicly traded entity, and Pittsburgh Electric Engineering Company, which is a privately held entity. We believe Mr. Oliver’s qualifications to sit on our Board include his extensive leadership, management and budgeting experience gained while serving as a senior officer in the United States Navy. Mr. Oliver has been a director of American Superconductor since September 2006.

John B. Vander Sande , age 66, co-founded American Superconductor, but has never had day-to-day operational responsibilities at our company. He is presently acting Provost at Reykjavik University, Iceland. Dr. Vander Sande is the Cecil and Ida Green Distinguished Professor, Department of Materials Science and Engineering, emeritus, at the Massachusetts Institute of Technology (MIT), specializing in the microstructure of materials. He was Associate Dean and Acting Dean of Engineering at MIT from 1992 to 1999 and was founding Executive Director of the Cambridge (England)-MIT Institute from 1999 to January 2003. We believe Dr. Vander Sande’s qualifications to sit on our Board include his extensive knowledge of materials, the power technologies industry and his long-time tenure as a professor and administrator at a leading research university. Dr. Vander Sande has been a director of American Superconductor since 1990.

John W. Wood, Jr. , age 66, is currently a consultant. He served as chief executive officer of Analogic Corporation, a leading designer and manufacturer of medical imaging and security systems, from 2003 through 2006. Prior to joining Analogic, he held senior executive positions over a 22-year career at Thermo Electron Corporation. Most recently, Mr. Wood served as president of Peek Ltd., a division of Thermo Electron Corporation, and as a senior vice president of the parent company. He previously served as president and chief executive officer of Thermedics, a subsidiary of Thermo Electron. Mr. Wood is a director of FLIR Systems, Inc., which is a publicly traded entity, and ESCO Corporation, which is a privately held entity. We believe Mr. Wood’s qualifications to sit on our Board include his extensive executive level management experience and significant financial experience that qualifies him as an “audit committee financial expert.” Mr. Wood has been a director of American Superconductor since December 2006.

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines to assist in the exercise of its duties and responsibilities and to serve the best interests of American Superconductor and our stockholders. These guidelines, which provide a framework for the conduct of our Board’s business, provide that:

| • | the principal responsibility of our directors is to oversee the
management of our company; |
| --- | --- |
| • | a majority of the members of our Board shall be independent
directors; |
| • | the independent directors meet regularly in executive session; |
| • | our Board, in conjunction with the Compensation Committee, shall
be responsible for reviewing and approving a management
succession plan, including succession planning for our chief
executive officer; |
| • | directors have full and free access to management and, as
necessary and appropriate, independent advisors; |

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| • | new directors participate in an orientation program and all
directors are expected to participate in continuing director
education on an ongoing basis; and |
| --- | --- |
| • | at least annually, our Board and its committees will conduct a
self-evaluation to determine whether they are functioning
effectively. |

Board Determination of Independence

Under applicable NASDAQ rules, a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board has determined that Mr. Budhraja, Mr. Crisp, Mr. Drouin, Mr. Oliver, Dr. Vander Sande and Mr. Wood do not have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as defined under Rule 5605(a)(2) of the NASDAQ Stock Market, Inc. Marketplace Rules.

Director Nomination Process

The process followed by our Nominating and Corporate Governance Committee to identify and evaluate director candidates includes requests to Board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of the Nominating and Corporate Governance Committee and our Board.

In considering whether to recommend any particular candidate for inclusion in our Board’s slate of recommended director nominees, the Nominating and Corporate Governance Committee applies criteria set forth in our corporate governance guidelines, such as the candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, interest and ability to understand conflicts of interest and ability to act in the interests of all stockholders. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our Board to fulfill its responsibilities.

Our Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, but believes that our Board, taken as a whole, should embody a diverse set of skills, experiences and backgrounds.

Stockholders may recommend director candidates for consideration by the Nominating and Corporate Governance Committee of our Board by submitting the stockholder’s name, address and number of shares of our stock held, and the candidate’s name, age, address and resume to our Corporate Secretary at American Superconductor Corporation, 64 Jackson Road, Devens, Massachusetts 01434. Our Board will evaluate stockholder- recommended candidates using the criteria described above. If our Board decides to nominate a stockholder-recommended candidate, then we will include his or her name in the proxy statement and proxy card for the next annual meeting.

Stockholders also have the right under our bylaws to directly nominate director candidates, without any action or recommendation on the part of the Nominating and Corporate Governance Committee or our Board, by following the procedures set forth under “Stockholder Proposals for 2011 Annual Meeting.” Candidates nominated by stockholders in accordance with the procedures set forth in our bylaws will not be included in our proxy statement or proxy card for the next annual meeting.

Board Meetings and Attendance

Our Board met nine times during fiscal 2009, either in person or by teleconference. During fiscal 2009, each director attended at least 88% of the aggregate number of Board meetings and the number of meetings held by all committees on which he then served.

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Director Attendance at Annual Meeting of Stockholders

All of our directors attended the 2009 Annual Meeting of Stockholders. Our corporate governance guidelines provide that directors are expected to attend the Annual Meeting of Stockholders.

Board Leadership Structure

Dr. Gregory Yurek, our chief executive officer, is also the chairman of the Board. Our Board of Directors, upon the recommendation of our Nominating and Corporate Governance Committee, has determined that having the same individual hold both positions is in the best interests of American Superconductor and our stockholders and is consistent with good corporate governance for the following reasons:

| • | Our chief executive officer is more familiar with our business
and strategy than an independent, non-employee chairman would be
and is thus better positioned to focus our Board’s agenda
on the key issues facing our company; |
| --- | --- |
| • | A single chairman and chief executive officer provides strong
and consistent leadership for American Superconductor, without
risking overlap or conflict of roles; |
| • | Oversight of our company is the responsibility of our Board as a
whole, and this responsibility can be properly discharged
without an independent chairman; and |
| • | Our Lead Director can provide similar benefits to those
associated with an independent chairman. |

In the event that the chairman of the Board is not an independent director, our corporate governance guidelines provide that the Nominating and Corporate Governance Committee may designate an independent director to serve as Lead Director, who shall be approved by a majority of independent directors. The Lead Director has the following duties:

| • | Chair any meeting of the independent directors in executive
session; |
| --- | --- |
| • | Meet with any director who is not adequately performing his or
her duties as a member of our Board or any committee; |
| • | Facilitate communications between other members of our Board and
the chairman of the Board and/or the
chief executive officer; |
| • | Work with the chairman of the Board in the preparation of the
agenda for each Board meeting and in determining the need for
special meetings of our Board; and |
| • | Otherwise consult with the chairman of the Board and/or the
chief executive officer on matters relating to corporate
governance and Board performance. |

On August 6, 2009, the Nominating and Corporate Governance Committee re-appointed Dr. Vander Sande as our Lead Director and all of the independent directors approved such re-appointment. The Lead Director serves until the Annual Meeting.

Board Committees

Our Board has established three standing committees — Audit, Compensation, and Nominating and Corporate Governance — each of which operates under a charter that has been approved by our Board. Current copies of each committee’s charter are posted in the “Governance” section of the “Investors” page of our website, www.amsc.com . Our Board has determined that all of the members of each of our Board’s three standing committees are independent as defined under the rules of the NASDAQ Stock Market, including, in the case of all members of the Audit Committee, the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Audit Committee

The Audit Committee’s responsibilities include:

• sole and direct responsibility for appointing, compensating, evaluating, retaining and, when necessary, terminating the engagement of our independent registered public accounting firm;

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| • | taking, or recommending that the full Board take, appropriate
action to oversee the independence of our independent registered
public accounting firm; |
| --- | --- |
| • | sole and direct responsibility for overseeing the work of our
independent registered public accounting firm, including
resolution of disagreements between our management and
independent registered public accounting firm regarding
financial reporting; |
| • | reviewing and discussing with management and the independent
registered public accounting firm our annual and quarterly
financial statements and related disclosures; |
| • | monitoring our internal control over financial reporting,
disclosure controls and procedures, and code of business conduct
and ethics; |
| • | discussing policies with respect to our assessment and
management of risk (both financial and non-financial), including
guidelines and policies to govern the process by which our
exposure to risk is monitored, controlled and reported; |
| • | overseeing our internal audit function; |
| • | establishing procedures for the receipt, retention and treatment
of accounting-related complaints and concerns; |
| • | meeting independently with our internal auditing staff,
independent registered public accounting firm and management; |
| • | reviewing and approving or ratifying related person
transactions; and |
| • | preparing the Audit Committee Report required by SEC rules
(which is included on page 12 of this proxy statement). |

The current members of the Audit Committee are Mr. Wood (chairman), Dr. Vander Sande and Mr. Oliver. The Audit Committee met seven times during fiscal 2009. Our Board has determined that Mr. Wood is an “audit committee financial expert” as defined in applicable SEC rules.

Compensation Committee

The Compensation Committee’s responsibilities include:

| • | reviewing and making a recommendation to our Board with respect
to the chief executive officer’s compensation; |
| --- | --- |
| • | reviewing and approving the compensation of our other executive
officers; |
| • | overseeing an evaluation of our senior executives; |
| • | overseeing and administering our incentive compensation and
equity-based plans; |
| • | retaining, if desired, any compensation consultant to be used to
assist in the evaluation of executive officer compensation; |
| • | reviewing and making recommendations to our Board with respect
to director compensation; |
| • | reviewing and making recommendations, upon our Board’s
request, to our Board relating to management succession planning; |
| • | reviewing and discussing annually with management our
“Compensation Discussion and Analysis,” which is
included beginning on page 14 of this proxy
statement; and |
| • | preparing the Compensation Committee Report required by SEC
rules, which is included on page 30 of this proxy statement. |

The current members of the Compensation Committee are Mr. Crisp (chairman), Mr. Drouin, Dr. Vander Sande and Mr. Budhraja. The Compensation Committee met seven times during fiscal 2009.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee’s responsibilities include:

| • | identifying individuals qualified to become Board members,
consistent with criteria approved by our Board and recommending
to our Board the persons to be nominated for election as
directors at any meeting of stockholders and the persons to be
elected by our Board to fill any vacancies on our Board; |
| --- | --- |
| • | recommending to our Board the persons to be elected to each of
our Board’s committees; |
| • | developing and recommending to our Board a set of corporate
governance guidelines applicable to us; |
| • | periodically assessing our Board’s leadership structure,
including whether the offices of chairman of the Board and chief
executive officer should be separate; and |
| • | overseeing the evaluation of our Board. |

The current members of the Nominating and Corporate Governance Committee are Mr. Drouin (chairman), Mr. Crisp and Mr. Wood. The Nominating and Corporate Governance Committee met three times during fiscal 2009.

Oversight of Risk

Our Board oversees our risk management processes directly and through its committees. Our management is responsible for risk management on a day-day basis. The role of our Board and its committees is to oversee the risk management activities of management. They fulfill this duty by discussing with management the policies and practices utilized by management in assessing and managing risks and providing input on those policies and practices. In general, our Board oversees risk management activities relating to business strategy, acquisitions, capital allocation, organizational structure and certain operational risks; our Audit Committee oversees risk management activities related to financial controls and legal and compliance risks; our Compensation Committee oversees risk management activities relating to our compensation policies and practices and management succession planning; and our Nominating and Corporate Governance Committee oversees risk management activities relating to Board composition. Each committee reports to the full Board on a regular basis, including reports with respect to the committee’s risk oversight activities as appropriate.

Executive Compensation Process

The Compensation Committee has implemented an annual performance review program for our executives, under which annual performance objectives are determined and set forth in writing at the beginning of each fiscal year for American Superconductor as a whole and for each executive individually. Annual corporate objectives are proposed by management, reviewed by our Compensation Committee and approved by our Board. These corporate objectives target the achievement of specific operational milestones. Annual individual objectives focus on contributions that facilitate the achievement of the corporate objectives and are set during the first quarter of each fiscal year. Individual measurable objectives are proposed by each executive, reviewed by the chief executive officer, and formed on the basis of recommendations to our Compensation Committee and our Board with regard to executive compensation. Annual salary increases, annual bonuses, and annual stock option grants and restricted stock awards to our executives are tied to the achievement of these corporate and individual performance objectives.

Our Board has delegated to Dr. Yurek, our chief executive officer, the authority to make stock option grants and grants of restricted stock awards to our employees other than executive officers under our 2007 Stock Incentive Plan, subject to limitations set by our Board.

Our Compensation Committee has the authority to retain compensation consultants and other outside advisors to assist in the evaluation of executive officer compensation.

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Communicating with the Independent Directors

Our Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Our chief financial officer is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the directors as he considers appropriate.

Under procedures approved by a majority of the independent directors, communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that our chief financial officer considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications.

Stockholders who wish to send communications on any topic to our Board should address such communications to our Board c/o Chief Financial Officer, American Superconductor Corporation, 64 Jackson Road, Devens, Massachusetts 01434.

Code of Business Conduct and Ethics

We have adopted a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial and accounting officer, or persons performing similar functions. We have posted a current copy of the code in the “Governance” section of the “Investors” page of our on our website, www.amsc.com . In addition, we intend to post on our website all disclosures that are required by law or NASDAQ Stock Market listing standards concerning any amendments to, or waivers from, any provision of our code.

Audit Committee Report

The Audit Committee has reviewed American Superconductor’s audited financial statements for the fiscal year ended March 31, 2010 and has discussed these financial statements with management and American Superconductor’s independent registered public accounting firm.

Management is responsible for American Superconductor’s internal control over financial reporting and the financial reporting process, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP. American Superconductor’s independent registered public accounting firm is responsible for performing an audit of American Superconductor’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing a report on those financial statements. As appropriate, the Audit Committee reviews and evaluates, and discusses with American Superconductor’s management, internal accounting, financial and auditing personnel, and the independent registered public accounting firm, the following:

| • | the plan for, and the independent registered public accounting
firm’s report on, the audit of American
Superconductor’s financial statements; |
| --- | --- |
| • | American Superconductor’s financial disclosure documents,
including all financial statements and reports filed with the
SEC or sent to shareholders; |
| • | changes in American Superconductor’s accounting practices,
principles, controls or methodologies; |
| • | significant developments or changes in accounting rules
applicable to us; and |
| • | the adequacy of American Superconductor’s internal control
over financial reporting and accounting, financial and auditing
personnel. |

Management represented to the Audit Committee that American Superconductor’s financial statements had been prepared in accordance with GAAP.

The Audit Committee also discussed with PricewaterhouseCoopers LLP, American Superconductor’s independent registered public accounting firm, American Superconductor’s audited financial statements and the matters required to be discussed by applicable accounting standards and Audit Committee rules, including

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the matters required by Statement on Auditing Standards 61, as amended (AICPA, Professional Standards , Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

The Audit Committee has received the written disclosures and the letter from American Superconductor’s independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding American Superconductor’s independent registered public accounting firm’s communication with the Audit Committee concerning independence, and has discussed with American Superconductor’s independent registered public accounting firm their independence.

Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors of American Superconductor that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2010.

By the Audit Committee of the Board.

John W. Wood, Jr., Chairman John B. Vander Sande David R. Oliver, Jr.

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INFORMATION ABOUT EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

Executive Summary

The Compensation Committee of our Board oversees our executive compensation program, pursuant to authority established in the Compensation Committee Charter. The Compensation Committee reviews and approves all compensation decisions relating to our executive officers, except for the chief executive officer. The Compensation Committee reviews the compensation for our chief executive officer and makes a recommendation to our Board; our Board decides the compensation of our chief executive officer.

Our executive compensation program is designed to meet three principal objectives:

| • | Attract and retain executive officers who contribute to our
long-term success; |
| --- | --- |
| • | Align compensation with our short- and long-term business
objectives; and |
| • | Motivate the executive officers to provide superior performance
that will build long-term stockholder value. |

These objectives collectively seek to link executive compensation to our overall company performance, which help to ensure that the interests of our executives are aligned with the interests of our stockholders.

The Compensation Committee’s decisions regarding executive compensation during fiscal 2009 were based on achieving the above objectives, with an emphasis on:

| • | increasing long-term stockholder value by increasing net income
before amortization of acquisition-related intangibles,
restructuring and impairments, stock-based compensation expense,
other unusual charges and any tax effects related to these items
(Non-GAAP Net Income); |
| --- | --- |
| • | improving operational performance by increasing revenue, cash
flow and orders; |
| • | taking into account the nature and scope of the named executive
officer’s position and responsibilities, including
considerations of pay equity among the named executive
officers; and |
| • | providing compensation opportunities that are competitive in the
marketplace. |

In setting executive compensation for fiscal 2009, the Compensation Committee established salary levels, approved annual equity awards and established an executive incentive cash bonus plan with performance metrics that reflected our annual operating plan and strategic priorities for fiscal 2009. For fiscal 2009, the Compensation Committee established Non-GAAP Net Income and individualized objectives relating to revenue, cash flow, orders and manufacturing performance to promote our short-term and long-term business success. In setting objectives for each of the foregoing metrics, the Compensation Committee considered multiple factors to ensure that its decisions were informed and equitable and that our executive compensation program achieved its objectives.

The Compensation Committee’s Process

The Compensation Committee has a process to help ensure that our executive compensation program meets its principal objectives. In making compensation decisions, the Compensation Committee considers a wide variety of information including how each compensation decision ties to its total compensation philosophy, advice of our vice president, corporate administration and the thoughts of our chief executive officer and other Board members.

Our vice president, corporate administration regularly attends Compensation Committee meetings to provide information and recommendations regarding our executive compensation program. Among other things, she performs extensive analysis of marketplace practices for executive pay, makes recommendations to our chief executive officer on compensation matters for all officers other than herself and compiles other relevant data at the request of the Compensation Committee.

Our chief executive officer is actively involved in the executive compensation process. Our chief executive officer reviews the performance of each of the executive officers (other than his own) and makes

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recommendations to the Compensation Committee regarding the salary and long-term incentive awards for executive officers other than himself, as well as the executive compensation program’s impact on attracting, retaining and motivating the level of executive talent necessary to achieve and exceed our company goals. The Compensation Committee is not bound by such recommendations, but generally takes them into consideration before making final determinations about the compensation of executive officers other than our chief executive officer.

The Compensation Committee reviews the compensation for our chief executive officer and makes a recommendation to the full Board. The full Board decides the compensation of our chief executive officer.

The Compensation Committee also considers information relevant to each executive’s specific situation including the executive’s marketability and the availability or scarcity of other qualified candidates, inside and outside our company, who could replace the executive should he or she leave American Superconductor.

In determining equity compensation, the Compensation Committee considers levels of past performance, performance potential, retention risk and the value of the equity compensation needed to keep the total compensation opportunity level competitive and consistent with our compensation philosophy.

Role of Independent Compensation Consultant. The Compensation Committee engaged Pearl Meyer & Partners in 2008 as its independent outside compensation consultant, to advise it and develop an executive compensation strategy, to assess the competitiveness of our executive compensation and to provide recommendations with respect to both the levels and structure of compensation for our executives. Pearl Meyer & Partners assessed the competitiveness of executive compensation through comparisons with peer groups and survey sources while additionally assessing our performance to ensure compensation levels were appropriately tied to performance. With the assistance of Pearl Meyer & Partners, in October 2008 the Compensation Committee reviewed the compensation levels of our executive officers against compensation levels at peer group companies that were selected based on the following criteria:

| • | companies whose product and service offerings are similar,
though not necessarily identical, to ours; |
| --- | --- |
| • | companies with revenues of approximately one-third to three
times our revenues, of which approximately 50% have higher
revenues and 50% have lower revenues than we had (at the time of
selection in 2008); and |
| • | companies with market capitalization of approximately one-fourth
to four times our market capitalization, of which approximately
20% have a higher market capitalization and 80% have a lower
market capitalization than we had (at the time of selection in
2008). |

Based on these criteria, the Compensation Committee selected the following companies as our peer group for executive compensation purposes:

Peer Group Companies

Active Power, Inc.	Evergreen Solar, Inc.
AZZ, Inc.	FuelCell Energy, Inc.
Composite Technology Corporation	SatCon Technology Corporation
Comverge, Inc.	SunPower Corporation.
Echelon Corporation	Vicor Corporation
Energy Conversion Devices, Inc.	Zoltek Companies, Inc.
EnerNOC, Inc.

The above review provided the Compensation Committee with general affirmation that its compensation decisions are aligned with the marketplace and our compensation program was achieving the Compensation Committee’s objectives, as described above.

In early fiscal 2009, the Compensation Committee again evaluated our compensation program and determined that, other than increasing base salaries for our executives, no material changes should be made to the overall structure of our compensation program for our executives implemented in October 2008.

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During early fiscal 2009, Pearl Meyer & Partners advised the Compensation Committee on compensation matters for all officers and directors and met with the Compensation Committee in executive session without the presence of management, as requested by the Compensation Committee. Pearl Meyer & Partners did not perform services for American Superconductor that were unrelated to Compensation Committee-related matters in fiscal 2009.

Risk Considerations in our Compensation Program

Our Compensation Committee does not believe that any risks arising from our employee compensation policies and practices are reasonably likely to have a material adverse affect on our company. Our Compensation Committee believes that any such risks are mitigated by:

| • | the multiple elements of our compensation packages, including
base salary, annual bonus programs and, for most of our
employees, equity awards that vest over multiple years and are
intended to motivate employees to take a long-term view of our
business; |
| --- | --- |
| • | the structure of our annual cash bonus program, which is based
on (i) a number of different performance measures
(including Non-GAAP Net Income, revenue, cash flow and
orders, among others), to avoid employees placing undue emphasis
on any particular performance metric at the expense of other
aspects of our business, and (ii) performance targets that
we believe are somewhat aggressive yet reasonable and should not
require undue risk-taking to achieve; and |
| • | management process, controls and decision authorities
established for different types and levels of decisions. |

Compensation Mix

The Compensation Committee relies upon its judgment and not upon rigid guidelines or formulas in determining the amount and mix of compensation elements for each executive officer. We seek to achieve our executive compensation objectives through the use of four compensation components, which are summarized in the table below.

Compensation Component	Principal Contributions to — Compensation Objectives	Comments and Results
Base salary	• Attracts and retains
talented executives with annual salary that reflects the
executive’s performance, skill set and opportunities in the
marketplace.	• Only component of compensation that is guaranteed. • Can be most influenced by individual performance. • Comprised 7% to 30% of total compensation for our named executive officers in fiscal 2009.
Performance-based annual cash bonuses	• Focuses executives on annual financial and operating results. • Links compensation to stockholder interests. • Enables total cash compensation to remain competitive within the marketplace for executive talent.	• Payout target for named executive officers ranges from 50% to 60% of base salary and depends upon Non- GAAP Net Income, individual objectives, and contribution to our financial and non-financial objectives. • 0% to 156% of target payout can be achieved. • Total cash compensation (base salary plus performance-based annual cash bonus) comprised 11% to 52% of total compensation for our named executive officers in fiscal 2009.

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Compensation Component	Principal Contributions to — Compensation Objectives	Comments and Results
Long-term equity incentives	• Retains a successful and
tenured management team.	• Time-based stock options and restricted stock. • Long-term equity incentives comprised 47% to 89% of total compensation for our named executive officers in fiscal 2009. • Long-term equity incentives combined with performance-based annual cash bonus brings “at risk” fiscal 2009 compensation to a range of 69% to 93% of total compensation for the named executive officers.
Severance and change-in-control benefits	• Helps to attract and retain talented executives with benefits that are comparable to those offered by companies with whom we compete for talent. • Incentivizes management to maximize stockholder value.	• Each severance agreement provides for certain severance benefits, primarily salary and health benefits, in the event that the executive’s employment is terminated under certain circumstances. The severance periods range from 12 months to 36 months. • The stock options and restricted stock awards we grant to our executive officers provide for full acceleration of vesting upon a change-in-control of our company.

While the Compensation Committee independently evaluates each of the compensation components discussed in the above table, it places greater emphasis on the sum of base salary, performance-based annual cash bonuses and long-term equity incentives rather than any one component because of their combined greater potential to influence our named executive officers’ performance. The Compensation Committee believes, and our pay mix reflects, that a substantial portion of the compensation for our named executive officers should be “at risk” and aligned with our stockholders’ interests.

Base salary.

Base salaries are set once per year as part of the compensation review process. The Compensation Committee assessed a number of factors in determining base salary adjustments for our executive officers for fiscal 2009 including:

•	level of job responsibility;
•	individual, business unit and overall company
performance; and
•	competitiveness with salaries paid to executive officers in
similar positions, industries and geographic locations.

Based on its assessment of the foregoing factors, together with its own business experience and judgment, the Compensation Committee approved the changes below to the annual base salaries of our executive officers.

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The change to the annual base salary of Dr. Yurek was recommended by the Compensation Committee and approved by our Board. These changes were effective as of April 1, 2009.

Name	Fiscal 2008 — Base Salary	Fiscal 2009 — Base Salary	% Increase
Gregory J. Yurek	$ 575,000	$ 600,000	4.3 %
David A. Henry	$ 270,000	$ 280,000	3.7 %
Daniel P. McGahn	$ 245,000	$ 260,000	6.1 %
Charles W. Stankiewicz	$ 300,000	$ 312,000	4.0 %
Angelo R. Santamaria	$ 210,000	$ 228,000	8.6 %

On December 11, 2009, Mr. McGahn’s base salary was increased from $260,000 to $330,000 in connection with his promotion to president and chief operating officer of our company.

Performance-Based Annual Cash Bonuses.

The Compensation Committee believes cash bonuses are an important factor in rewarding and motivating our executive officers. The Compensation Committee establishes a cash incentive plan for our executive officers on an annual basis, typically early in the fiscal year.

On May 12, 2009, the Compensation Committee, as well as our Board, approved an executive incentive plan for fiscal 2009 covering all of our executive officers. Under the plan, the Compensation Committee established Non-GAAP Net Income; individualized objectives relating to revenue, cash flow, orders and manufacturing performance, among others; and individual contributions to our financial and non-financial objectives as the performance metrics for the payment of cash bonus awards for fiscal 2009. The Compensation Committee assigned the following weighting to each such metric:

| • | our company’s Non-GAAP Net Income for fiscal 2009 as
compared to the established target — 40% |
| --- | --- |
| • | the executive’s achievement of individual measurable
objectives during fiscal 2009 as determined by our Board (in the
case of our chief executive officer) or the Compensation
Committee, which varied among the executive officers —
40% |
| • | the executive’s overall contribution during fiscal 2009
toward the achievement of our company’s financial and
non-financial objectives — 20% |

Under the terms of the fiscal 2009 executive incentive plan, the Compensation Committee designated for each named executive officer a target cash bonus amount between 50% and 60% of such named executive officer’s base salary for fiscal 2009. The amount of the target cash bonus award actually paid to each named executive officer could have been less than or greater than the executive’s target cash bonus incentive, with the amount capped at 156% of the target cash bonus amount. If less than 80% of a particular quantitative objective was achieved, no payment was received with respect to that component of the bonus plan.

The following table sets forth each named executive officer’s target cash bonus for fiscal 2009:

	Target Cash
	Bonus as% of
Name	Base Salary	Target Cash Bonus
Gregory J. Yurek	60 %	$ 360,000
David A. Henry	50 %	$ 140,000
Daniel P. McGahn	50 %	$ 140,209	(1)
Charles W. Stankiewicz	50 %	$ 156,000
Angelo R. Santamaria	50 %	$ 114,000

(1) Mr. McGahn’s target cash bonus represents 50% of the blended average of his base salary during fiscal 2009.

The Compensation Committee is responsible for determining the cash payout under the plan to each executive officer other than the chief executive officer. Our Board determines the payout under the plan for the chief executive officer, taking into account the recommendation received from the Compensation Committee.

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The following summarizes the cash bonus opportunity for the named executive officers under each performance metric under the fiscal 2009 executive incentive plan.

Milestones and achievement for the Non-GAAP Net Income (40%) bonus measure : All of the named executive officers had the same Non-GAAP Net Income threshold that had to be met before payout could be earned. The fiscal 2009 milestones and achievement levels for our company’s Non-GAAP Net Income measure are shown below. An executive’s payout on this measure was determined through a numerical calculation based on our company’s Non-GAAP Net Income so the Compensation Committee (or, in the case of our chief executive officer, our Board) did not need to apply discretion.

| | Fiscal 2009 Milestones and Achievement for Company Non-GAAP
Net Income | Threshold | Target | Maximum |
| --- | --- | --- | --- | --- |
| | | (80%) | (100%) | (156%) |
| Non-GAAP Net Income | Non-GAAP Net Income Milestones: | $ 11.9M | $ 14.8M | $16.9M |
| | Non-GAAP Net Income Achievement: | | | $31.7M |
| Bonus Opportunity | % Achievement: | | | 156 % |

Our company’s Non-GAAP Net Income achievement for fiscal 2009 exceeded maximum-level expectations, resulting in a bonus payout that was 156% of the target bonus opportunity for this measure. The Compensation Committee (or, in the case of our chief executive officer, our Board) awarded bonuses under the Non-GAAP Net Income measure to each named executive officer as follows:

	Target Bonus	Total Payout	% of Target — Bonus
Name	for Metric	for Metric	Opportunity
Gregory J. Yurek	$ 144,000	$ 224,640	156 %
David A. Henry	$ 56,000	$ 87,360	156 %
Daniel P. McGahn	$ 56,083	$ 87,490	156 %
Charles W. Stankiewicz	$ 62,400	$ 97,344	156 %
Angelo R. Santamaria	$ 45,600	$ 71,136	156 %

Individual measurable objectives (40%): The cash bonus payment to each named executive officer under this measure depended upon achievement of performance objectives specific to each named executive officer. These performance objectives were established at the beginning of fiscal 2009, and in Mr. Henry’s case, also adjusted mid-year to reflect changes made to his responsibilities, and relate specifically to each officer’s

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function and department. The Compensation Committee (or, in the case of our chief executive officer, our Board) awarded bonuses under this measure to each named executive officer as follows:

	Fiscal 2009 Individual Measurable Objectives
			Achievement
Name	Measure	Target	(% of Target)	Payout
Gregory J. Yurek	Operating Cash Flow (70%)	$10.2M	156%	$157,248
	New Orders (30%)	$142.7M	156%	$67,392
	Total Payout		156%	$224,640
David A. Henry	Operating Cash Flow (50%)	$10.2M	156%	$43,680
	Net cash flow — as defined internally (30%)	$(3.7M)	156%	$26,208
	Enterprise Resource Planning Software System Implementation
Milestones (20%)	By 3/31/10	112%	$12,544
	Total Payout		147%	$82,432
Daniel P. McGahn	Superconductors Business Unit Operating Loss (50%)	$(25.1M)	116%	$32,528
	Superconductors Business Unit New Orders (25%)	$13.3M	0%	$0
	Funding for Certain Superconductors Project (25%)	By 12/31/09	0%	$0
	Total Payout		58%	$32,528
Charles W. Stankiewicz	Power Systems Business Unit New Orders (35%)	$129.4M	156%	$34,070
	Power Systems Business Unit Operating Income (35%)	$46.1M	156%	$34,070
	Power Systems Business Unit Revenue (30%)	$227.7M	156%	$29,204
	Total Payout		156%	$97,344
Angelo R. Santamaria	Localization of PM3000 Materials in China and Targeted Cost
Reduction Per Unit (60%)	Internal target (confidential)	(confidential)	(confidential)
	Production Target for 344 Superconductors (40%)	Internal target (confidential)	(confidential)	(confidential)
	Total Payout		94%	$42,682

Executive contribution to company’s achievement of financial and non-financial objectives — subjective performance measure (20%) : Each named executive officer was also evaluated upon his overall contribution during fiscal 2009 toward the achievement of our company’s financial and non-financial objectives. Assessment of achievement for these objectives was evaluated on the basis of a number of pre-determined factors relating to outcomes, timing, process, communication and leadership. The Compensation Committee (or, in the case of our chief executive officer, our Board) had discretionary authority to determine whether, and to what extent, these objectives had been achieved.

The Compensation Committee (or, in the case of our chief executive officer, our Board) awarded bonuses under this measure to each named executive officer as follows:

	Target Bonus	Total Payout	% of Target — Bonus
Name	for Metric	for Metric	Opportunity
Gregory J. Yurek	$ 72,000	$ 112,320	156 %
David A. Henry	$ 28,000	$ 39,200	140 %
Daniel P. McGahn	$ 28,042	$ 41,502	148 %
Charles W. Stankiewicz	$ 31,200	$ 48,672	156 %
Angelo R. Santamaria	$ 22,800	$ 30,096	132 %

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Overall payout results: In May 2010, the Compensation Committee (or, in the case of our chief executive officer, our Board) approved the following payouts under the fiscal 2009 executive incentive plan:

	Fiscal 2009	Fiscal 2009	% of Target
	Target Cash	Total Cash	Bonus
Name	Bonus	Payout	Opportunity
Gregory J. Yurek	$ 360,000	$ 561,600	156 %
David A. Henry	$ 140,000	$ 208,992	149 %
Daniel P. McGahn	$ 140,209	$ 161,520	115 %
Charles W. Stankiewicz	$ 156,000	$ 243,360	156 %
Angelo R. Santamaria	$ 114,000	$ 143,914	120 %

Long Term Equity Incentives.

The Compensation Committee uses stock-based awards to retain executive officers and align their interests with those of our stockholders. Historically, the Compensation Committee granted stock-based awards to our executive officers purely in the form of stock options that vested in installments over multiple years, with an exercise price equal to the closing market price of our common stock on the date of grant. Recent changes in the accounting treatment for stock options have made stock option grants a less attractive form of compensation for companies. While we continue to use stock options as a form of incentive for employees and executive officers, the Compensation Committee has increasingly relied on the award of shares of restricted stock to our executive officers. The Compensation Committee awards both time-based and performance-based restricted stock awards. A time-based restricted stock award typically will vest in equal annual installments over a three-year period. A performance-based restricted stock award typically will vest upon the achievement of specific objectives relating to the our performance within a specified period. The Compensation Committee believes shares of restricted stock provide an equally motivating form of incentive compensation, minimize stock compensation expenses and reduce the potential dilution of our shares.

We generally grant options and shares of restricted stock to executive officers and other employees upon their initial hire, in connection with a promotion, and annually based on merit. To determine the amount of stock-based awards granted to executive officers, our Compensation Committee considers the performance of the individual and our company, historic stock-based awards and the awards made to those in similar positions at comparable companies.

Our Board and Compensation Committee typically meet in early May to review company performance for the prior fiscal year. At such time, the Compensation Committee (or, in the case of our chief executive officer, our Board) also review the performance of the executive officers over the prior fiscal year and grant restricted stock or stock options to the executive officers.

In May 2009, when considering equity grants, the Compensation Committee (or, in the case of our chief executive officer, our Board) considered:

| • | each executive officer’s performance and contribution
during the prior fiscal year; |
| --- | --- |
| • | recommendations made by our management; |
| • | competitive practices; and |
| • | the overall compensation package for each executive officer. |

Based on such considerations, the Compensation Committee (or, in the case of our chief executive officer, our Board) granted time-based restricted stock awards and stock options. Messrs. Yurek, Henry, McGahn, Stankiewicz and Santamaria received time-based restricted stock awards for 12,000 shares, 5,100 shares, 6,000 shares, 11,000 shares and 7,500 shares, respectively, with each award vesting in equal annual installments over a three-year period. Messrs. Yurek, Henry, McGahn, Stankiewicz and Santamaria also received option grants for 50,000, 21,000, 21,000, 21,000 and 30,000 shares, respectively, with each grant becoming exercisable in equal annual installments over a three-year period.

On December 11, 2009, the Compensation Committee granted Mr. McGahn an option for 100,000 shares and a performance-based restricted stock award for 25,000 shares in connection with his promotion to

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president and chief operating officer of our company. Mr. McGahn’s option has a five-year cliff vesting period and will become exercisable in full on December 11, 2014. Mr. McGahn’s restricted stock award will vest upon our achievement of targets consistent with our long-term business plan.

American Superconductor has no specific program, plan or practice regarding the timing of option grants vis-à-vis the release of material non-public information. Our practice has been to grant awards when our Board or the Compensation Committee has completed its analyses and decisions with respect to such grants, and no attempt has been made to take advantage of material non-public information by timing grants to occur before the release of positive information or after the release of negative information.

Benefits.

We offer a comprehensive benefits package to all full-time employees, including health and dental insurance, life and disability insurance and a 401(k) plan. Executive officers are eligible to participate in all of our employee benefit plans. The 401(k) plan includes a matching component where we will match $0.50 on the dollar of an employee’s contribution up to a maximum of 6 percent of their wages in the form of our stock. The employee contributions are subject to the maximum limitations as set forth in the Internal Revenue Code of 1986, as amended.

Severance and Change-in-Control Benefits

We have entered into agreements with each of our executive officers that provide them with severance benefits in the event of the termination of their employment under specified circumstances, including termination following a change in control of our company. In addition, the stock options and restricted stock awards we grant to our executive officers provide for full acceleration of vesting upon a change in control of our company. These agreements, along with estimates of the value of the benefits payable under them, are described below under the caption “Employment Agreements and Severance Agreements with Named Executive Officers.”

We believe providing these benefits helps us compete for and retain executive talent. After reviewing the practices of comparable companies, we believe that our severance and change-in-control benefits are generally in line with those provided to executives by comparable companies.

Tax Considerations

The Internal Revenue Service, pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, generally disallows a tax deduction for compensation in excess of $1,000,000 paid to our chief executive officer and to each other officer (other than our chief executive officer and chief financial officer) whose compensation is required to be reported to our stockholders pursuant to the Exchange Act by reason of being among the three most highly paid executive officers. Certain compensation, including qualified performance-based compensation, will not be subject to the deduction limit if certain requirements are met. We generally structure our stock option awards to comply with exemptions in Section 162(m) so that the compensation remains tax deductible to us. We periodically review the potential consequences of Section 162(m) on the other components of our executive compensation program. We will structure arrangements to comply with the Section 162(m) exceptions where we believe it to be feasible. However, the Compensation Committee may, in its judgment, authorize compensation payments that do not comply with the exemptions in Section 162(m) when it believes that such payments are appropriate to attract and retain executive talent.

Summary Compensation Table

The following table contains information with respect to the compensation for fiscal 2009 of our principal executive officer, our principal financial officer, our three other most highly compensated executive officers

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who were serving as executive officers on March 31, 2010. We refer to the executive officers identified in this table as the “named executive officers.”

Name and Principal	Fiscal				Stock	Option	Non-Equity — Incentive Plan	All Other
Position	Year (1)	Salary	Bonus		Awards (2)	Awards (2)	Compensation (3)	Compensation (4)	Total
Gregory J. Yurek	2009	$ 600,000	$ —		$ 303,480	$ 740,300	$ 561,600	$ 9,704	$ 2,215,084
Chairman and Chief	2008	$ 575,000	$ 33,091	(5)	$ 1,767,600	$ —	$ 495,003	$ 7,272	$ 2,877,966
Executive Officer	2007	$ 520,000	$ —		$ 145,500	$ 1,212,915	$ 405,600	$ 7,323	$ 2,291,338
David A. Henry	2009	$ 280,000	$ —		$ 128,979	$ 310,926	$ 208,992	$ 6,741	$ 935,638
Senior Vice President,	2008	$ 270,000	$ —		$ 883,800	$ —	$ 210,600	$ 7,693	$ 1,372,093
Chief Financial Officer	2007	$ 182,692	$ —		$ 1,268,460	$ 1,182,807	$ 117,000	$ 3,961	$ 2,754,920
and Treasurer (6)
Daniel P. McGahn	2009	$ 281,288	$ —		$ 1,118,990	$ 2,456,136	$ 161,520	$ 8,955	$ 4,026,889
President and Chief	2008	$ 245,000	$ 10,000	(7)	$ 1,031,100	$ —	$ 154,786	$ 9,154	$ 1,450,040
Operating Officer	2007	$ 220,000	$ 40,000	(8)	$ —	$ 242,583	$ 97,360	$ 7,277	$ 607,220
Charles W. Stankiewicz	2009	$ 312,000	$ —		$ 278,190	$ 310,926	$ 243,360	$ 11,308	$ 1,155,784
Executive Vice President	2008	$ 300,000	$ 10,149	(9)	$ 1,325,700	$ —	$ 209,220	$ 9,136	$ 1,854,205
and General Manager,	2007	$ 265,000	$ —		$ —	$ 970,332	$ 202,800	$ 7,544	$ 1,445,676
AMSC Power System
Angelo R. Santamaria	2009	$ 228,000	$ —		$ 189,675	$ 444,180	$ 143,914	$ 8,021	$ 1,013,790
Senior Vice President,	2008	$ 210,000	$ 25,000	(10)	$ 883,800	$ —	$ 124,488	$ 7,738	$ 1,251,206
Global Manufacturing	2007	$ 195,000	$ 15,000	(11)	$ —	$ 727,749	$ 75,000	$ 7,357	$ 1,020,106
Operations

| (1) | Refers to the fiscal years ended
March 31, 2010 (fiscal 2009), March 31, 2009 (fiscal
2008) and March 31, 2008 (fiscal 2007). |
| --- | --- |
| (2) | The amounts shown reflect the grant
date fair value of awards granted during the applicable fiscal
year. A discussion of the assumptions used in calculating the
amounts in this column may be found in Note 11 to our
audited consolidated financial statements for fiscal 2009
included in our Annual Report on Form 10-K filed with the SEC on May 27, 2010. |
| (3) | The amounts in this column reflect
cash bonuses paid under our executive incentive plans for fiscal
2009, fiscal 2008 and fiscal 2007. See “Compensation
Discussion and Analysis — Compensation Mix —
Performance-Based Annual Cash Bonuses” above for a
description of the plan for fiscal 2009. |
| (4) | All Other Compensation is comprised
of the following amounts: |

Name	Fiscal Year (1)	Life Insurance — Premiums	Defined Contributions — for 401(k) Stock Match
Gregory J. Yurek	2009	$ 6,935	$ 2,769
	2008	7,272	—
	2007	7,323	—
David A. Henry (6)	2009	1,905	4,836
	2008	1,950	5,743
	2007	1,942	2,019
Daniel P. McGahn	2009	1,958	6,997
	2008	1,941	7,213
	2007	1,931	5,346
Charles W. Stankiewicz	2009	1,958	9,350
	2008	1,913	7,223
	2007	1,963	5,581
Angelo R. Santamaria	2009	1,722	6,299
	2008	1,899	5,839
	2007	1,820	5,537

The life insurance premium amounts in the table above reflect premiums paid by us for life insurance for which the named executive is the named beneficiary. The amount disclosed with respect to Dr. Yurek includes $4,977 of premiums paid by us for a term life insurance policy on which his wife is the beneficiary.

| (5) | Represents a special performance
bonus received by Dr. Yurek in fiscal 2008. |
| --- | --- |
| (6) | Mr. Henry joined us as our
chief financial officer in July 2007. |
| (7) | Represents a special performance
bonus received by Mr. McGahn in fiscal 2008. |
| (8) | Represents a special promotion
bonus received by Mr. McGahn in fiscal 2007. |
| (9) | Represents a special performance
bonus received by Mr. Stankiewicz in fiscal 2008. |
| (10) | Represents a special performance
bonus received by Mr. Santamaria in fiscal 2008. |
| (11) | Represents a special promotion
bonus received by Mr. Santamaria in fiscal 2007. |

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Grants of Plan-Based Awards Table

The following table contains information concerning potential future payouts under our fiscal 2009 executive incentive plan and each grant of an option or restricted stock award made during fiscal 2009 to the named executive officers.

					All Other	Option
					Stock	Awards:
					Awards:	Number of	Exercise	Grant
		Estimated Future Payouts Under			Number of	Securities	or Base	Date Fair
		Non-Equity Incentive Plan			Shares of	Under-	Price of	Value of
		Awards (1)			Stock or	lying	Option	Stock and
	Grant	Threshold	Target	Maximum	Units	Options	Awards	Option
Name	Date	$ (2)	$ (3)	$ (4)	(#)	(7)	($/Sh)	Awards (8)
Gregory J. Yurek		108,000	360,000	561,600
	5/12/09				12,000(5	)		303,480
	5/12/09					50,000	25.29	740,300
David A. Henry		42,000	140,000	218,400
	5/12/09				5,100(5	)		128,979
	5/12/09					21,000	25.29	310,926
Daniel P. McGahn		42,063	140,209	218,725
	5/12/09				6,000(5	)		151,740
	5/12/09					21,000	25.29	310,926
	12/11/09				25,000(6	)		967,250
	12/11/09					100,000	38.69	2,145,210
Charles W. Stankiewicz		46,800	156,000	243,360
	5/12/09				11,000(5	)		278,190
	5/12/09					21,000	25.29	310,926
Angelo R. Santamaria		34,200	114,000	177,840
	5/12/09				7,500(5	)		189,675
	5/12/09					30,000	25.29	444,180

| (1) | Reflects the threshold, target and maximum cash bonus amounts
under our executive incentive plan for fiscal 2009. See
“Compensation Discussion and Analysis —
Compensation Mix — Performance- Based Annual Cash
Bonuses” above for a description of this plan. The amounts
actually paid to the named executive officers under this plan
are shown above in the Non-Equity Incentive Plan Compensation
column of the Summary Compensation Table. |
| --- | --- |
| (2) | Reflects the total minimum amount that would have been earned if
the minimum targets for all of the annual metrics had been
achieved. |
| (3) | Reflects the total amount that would have been earned if the
targeted annual metrics had been achieved. |
| (4) | Reflects the total maximum amount that would have been earned if
the maximum targets for all of the annual metrics had been
achieved. |
| (5) | Restricted stock award vests in equal annual installments over a 3-year period. |
| (6) | Restricted stock award will vest upon our achievement of targets
consistent with our long-term business plan. Unvested restricted
stock awards will expire upon the termination of the
officer’s employment. Upon a change in control, any
unvested restricted stock awards will vest. |
| (7) | Unvested options will expire immediately upon the termination of
the officer’s employment. Upon a change in control, any
unvested options will immediately vest. |
| (8) | Grant date fair value represents the FASB ASC Topic 718 value of
the restricted stock award or option as of the grant date. |

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Outstanding Equity Awards at Fiscal Year-End Table

The following table contains information regarding unexercised stock options and unvested restricted stock awards held by our named executive officers as of March 31, 2010.

	Option Awards
								Market
								Value
								of
						Number		Shares
						of		or
						Shares		Units
	Number of	Number of				or Units		of
	Securities	Securities				of Stock		Stock
	Underlying	Underlying				that		That
	Unexercised	Unexercised		Option		Have		Have
	Options	Options		Exercise	Option	Not		Not
	(#)	(#)		Price	Expiration	Vested		Vested
Name	Exercisable	Unexercisable		($)	Date	(#)		($) (15)
Gregory J. Yurek	375,000	(1)	—		32.56	7/28/2010	—		—
	57,074	(2)	—		3.53	5/9/2013	—		—
	28,290	(3)	—		12.80	5/6/2014	—		—
	174,200	(4)	—		9.26	5/5/2015	—		—
	93,128	(5)	50,000	(5)	14.55	5/15/2017	—		—
	—		—		—	—	50,000	(11)	1,445,000
	—		—		—	—	12,000	(12)	346,800
	—		50,000	(6)	25.29	5/12/2019	—		—
David A. Henry	—		90,000	(7)	21.87	7/9/2017	—		—
	—		—		—	—	15,000	(13)	433,500
	—		—		—	—	20,000	(11)	578,000
	—		—		—	—	5,100	(12)	147,390
	—		21,000	(6)	25.29	5/12/2019	—		—
Daniel P. McGahn	20,000	(8)	20,000	(8)	11.00	12/11/2016	—		—
	15,500	(5)	10,000	(5)	14.55	5/15/2017	—		—
	—		—		—	—	25,000	(11)	722,500
	—		—		—	—	6,000	(12)	173,400
	—		21,000	(6)	25.29	5/12/2019	—		—
	—		100,000	(9)	38.69	12/11/2019	—		—
	—		—		—	—	25,000	(14)	722,500
Charles W. Stankiewicz	40,000	(5)	40,000	(5)	14.55	5/15/2017	—		—
	—		—		—	—	35,000	(11)	1,011,500
	—		—		—	—	11,000	(12)	317,900
	—		21,000	(6)	25.29	5/12/2019	—		—
Angelo R. Santamaria	10,000	(10)	—		13.25	4/1/2014	—		—
	50,000	(5)	30,000	(5)	14.55	5/15/2017	—		—
	—		—		—	—	20,000	(11)	578,000
	—		—		—	—	7,500	(12)	216,750
	—		30,000	(6)	25.29	5/12/2019	—		—

| (1) | These options were granted on
July 28, 2000, vested in equal annual installments over a 5-year period, and were fully vested as of July 28, 2005. |
| --- | --- |
| (2) | These options were granted on
May 9, 2003, vested in equal annual installments over a 3-year period, and were fully vested as of May 9, 2006. |
| (3) | These options were granted on
May 6, 2004, vested in equal annual installments over a 3-year period, and were fully vested as of May 6, 2007. |
| (4) | These options were granted on
May 5, 2005 and were fully vested on May 5, 2008. 50%
of the shares vested on May 5, 2006, 25% on May 5,
2007, and 25% vested on May 5, 2008. |
| (5) | These options were granted on
May 15, 2007, vest in equal annual installments over a 3-year period, and will be fully vested on May 5, 2010. |
| (6) | These options were granted on
May 12, 2009, vest in equal annual installments over a 3-year period, and will be fully vested on May 12, 2012. |
| (7) | These options were granted on
July 9, 2007 and will be fully vested on July 9, 2010. |

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| (8) | These options were granted on
December 11, 2007, vest in equal annual installments over a 4-year period and will be fully vested on December 11, 2011. |
| --- | --- |
| (9) | These options were granted on
December 11, 2009 and will be fully vested on
December 11, 2014. |
| (10) | These options were granted on
April 1, 2004, vest in equal annual installments over a 5-year period and were fully vested on April 1, 2009. |
| (11) | These awards were granted on
May 15, 2008 and will be fully vested on May 15, 2011. |
| (12) | These awards were granted on
May 12, 2009, vest in equal annual installments over a 3-year period, and will be fully vested on May 12, 2012. |
| (13) | These awards were granted on
July 9, 2007, and will vest as follows: 5,000 shares
on 1st anniversary of grant date, 10,000 shares on 2nd
anniversary of grant date, and 15,000 shares on 3rd
anniversary of grant date. |
| (14) | These awards were granted on
December 11, 2009, and will vest in total upon the
achievement of targets consistent with our long-term business
plan. |
| (15) | Based on $28.90 per share, the last
sale price of our common stock on March 31, 2010. |

Option Exercises and Stock Vested Table

The following table contains information concerning the exercise of stock options and vesting of restricted stock awards for each named executive officer during fiscal 2009.

	Option Awards — Number of		Stock Awards — Number of	Value
	Shares	Value	Shares	Realized
	Acquired on	Realized on	Acquired on	on
Name	Exercise	Exercise (1)	Vesting	Vesting (2)
Gregory J. Yurek	445,282	$ 5,387,737	70,000	$ 2,063,200
David A. Henry	—	—	45,000	$ 1,336,550
Daniel P. McGahn	4,500	$ 94,365	22,000	$ 732,380
Charles W. Stankiewicz	59,508	$ 774,864	10,000	$ 320,900
Angelo R. Santamaria	10,000	$ 154,500	16,000	$ 482,000

| (1) | Value realized on exercise is based on the closing sales price
of our common stock on the NASDAQ Global Market on the date of
exercise less the option exercise price. |
| --- | --- |
| (2) | Value realized upon vesting is based on the closing sales price
of our common stock on the NASDAQ Global Market on the vesting
date. |

Employment Agreements and Severance Agreements with Executive Officers

We are party to severance agreements with each of our executive officers. Each severance agreement provides for certain severance benefits to the executive in the event that such executive’s employment is terminated:

| • | by us without “cause” in the absence of a “change
in control” of American Superconductor (as such terms are
defined in the severance agreement); or |
| --- | --- |
| • | by us without cause or by the executive for “good
reason” (as defined in the severance agreement) following a
change in control of American Superconductor. |

These benefits consist primarily of the continuation of the executive’s salary and employee benefits for a specified period of time following employment termination. These periods are as follows: Dr. Yurek — 36 months; Mr. Henry — 18 months; Mr. McGahn — 18 months; Mr. Stankiewicz — 18 months; and Mr. Santamaria — 12 months.

Dr. Yurek is a party to an employment agreement with us, dated as of December 4, 1991. The terms of severance for Dr. Yurek set forth in his employment agreement are superseded by the severance provisions in his severance agreement during the term of the severance agreement. Under the terms of his employment agreement (as amended by his executive severance agreement), Dr. Yurek agrees that, among other things, he

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will not engage in a business competitive with ours for the post-employment period during which he is entitled to receive severance benefits from us.

The stock options and restricted stock awards we grant to our executive officers provide for full acceleration of vesting upon a change in control of our company.

The following table describes the potential payments and benefits that would be received by the named executive officers pursuant to these severance agreements, assuming that a qualifying termination of employment occurred on March 31, 2010. Actual amounts payable to each executive listed below upon his employment termination can only be determined definitively at the time of an executive’s actual termination.

	Salary — continuation	Employee
Name	payments	benefits (1)
Gregory J. Yurek	$ 1,800,000	$ 52,588
David A. Henry	$ 420,000	$ 38,115
Daniel P. McGahn	$ 495,000	$ 38,195
Charles W. Stankiewicz	$ 468,000	$ 27,290
Angelo R. Santamaria	$ 228,000	$ 21,815

(1) Calculated based on the estimated cost to us of providing these benefits at March 31, 2010.

The following table describes the value to the named executive officers pursuant to the acceleration-of-vesting provisions in his restricted stock and option awards and/or severance agreements, assuming that a change in control of American Superconductor occurred on March 31, 2010. The actual value of such acceleration to each executive listed below can only be determined definitively at the time of an executive’s actual termination.

	Value of option	Value of — restricted stock
Name	acceleration (1)	acceleration (2)
Gregory J. Yurek	$ 7,559,111	$ 1,791,800
David A. Henry	$ 708,510	$ 1,158,890
Daniel P. McGahn	$ 1,157,735	$ 1,618,400
Charles W. Stankiewicz	$ 1,223,810	$ 1,329,400
Angelo R. Santamaria	$ 1,412,800	$ 794,750

| (1) | Represents the number of option shares that would accelerate,
multiplied by the excess of $28.90 per share (the last sale
price of American Superconductor common stock on March 31,
2010) over the exercise price of the option. |
| --- | --- |
| (2) | Represents the number of shares of restricted stock that would
accelerate, multiplied by the excess of $28.90 per share over
the grant price of the restricted stock. |

Director Compensation

Our Compensation Committee is responsible for reviewing and making recommendations to our Board with respect to the compensation paid to our non-employee directors (referred to as Outside Directors).

In fiscal 2008, the Compensation Committee engaged Pearl Meyer & Partners, independent outside compensation consultants, to assess the competitiveness of our director compensation and to provide recommendations with respect to both the levels and structure of compensation for our directors. Pearl Meyer & Partners assessed the competitiveness of director compensation through comparisons with peer groups and surveys. In May 2009, based on the recommendations of Pearl Meyer & Partners, the Compensation Committee recommended to our Board, and our Board approved, reductions to the equity awards granted to directors upon his or her initial election to our Board and annually following each Annual Meeting of Stockholders, effective immediately.

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Each fiscal year, Outside Directors receive cash compensation as follows:

•	each Outside Director receives $20,000 as an annual retainer;
•	the chairman of the Audit Committee, Compensation Committee, and
Nominating and Corporate Governance Committee receive an annual
retainer of $6,000, $4,000 and $3,000, respectively;
•	the Lead Director receives an annual retainer of $4,000; and
•	each Outside Director who attends an “in person”
meeting of our Board or a committee of the Board receives $1,500
per meeting; and each Outside Director who participates in a
teleconference meeting of the Board or a committee of the Board
receives $1,000 per meeting.

Pursuant to the 2007 Director Stock Plan, Outside Directors are granted equity awards on the following terms:

| • | each Outside Director is granted an option to purchase
10,000 shares of common stock upon his or her initial
election to our Board; and |
| --- | --- |
| • | each Outside Director is granted (for no cash consideration)
3,000 fully-vested shares of common stock three business days
following each Annual Meeting of the Stockholders, provided that
such Outside Director had served as a director for at least one
year. |

Each option granted under the 2007 Director Stock Plan has an exercise price equal to the fair market value of our common stock on the date of grant and becomes exercisable in equal annual installments over a two-year period. Those options become exercisable in full in the event of an acquisition of American Superconductor. The term of each option granted under the 2007 Director Stock Plan is 10 years, provided that, in general, an option may be exercised only while the director continues to serve as a director or within 60 days thereafter.

As with executive officers, the compensation packages for directors are intended to attract and retain high-quality individuals to provide oversight to our management team. Directors who are employees of American Superconductor receive no additional compensation for their service as directors.

The following table summarizes the compensation of our Outside Directors during fiscal 2009:

	Fees
	Earned
	or Paid			All Other
Name *	in Cash	Stock Awards (1)(2)	Option Awards (1)	Compensation	Total
Vikram S. Budhraja	$ 44,500	$ 98,310	—	—	$ 142,810
Peter O. Crisp	$ 51,000	$ 98,310	—	—	$ 149,310
Richard Drouin	$ 48,500	$ 98,310	—	—	$ 146,810
David R. Oliver, Jr.	$ 40,500	$ 98,310	—	—	$ 138,810
John B. Vander Sande	$ 54,000	$ 98,310	—	—	$ 152,310
John W. Wood, Jr.	$ 50,000	$ 98,310	—	—	$ 148,310

| * | Excludes Dr. Yurek, who serves as our chief executive
officer and who received no compensation for service as a
director in fiscal 2009. Dr. Yurek’s compensation as
an executive is reported in the Summary Compensation Table
included in this proxy statement. |
| --- | --- |
| (1) | The amounts shown reflect the grant date fair value of awards
granted during fiscal 2009. A discussion of the assumptions used
in calculating the amounts in this column may be found in
Note 11 to our audited consolidated financial statements
for the fiscal 2009 included in our Annual Report on Form 10-K filed with the SEC on May 27, 2010. |
| (2) | Based on stock price of $32.77 on the grant date of
August 11, 2009. |

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As of March 31, 2010, each Outside Director held options for the following aggregate number of shares of common stock:

	Number of
Name	shares
Vikram S. Budhraja	20,000
Peter O. Crisp	40,000
Richard Drouin	—
David R. Oliver, Jr.	20,000
John B. Vander Sande	40,000
John W. Wood, Jr.	20,000

Securities Authorized for Issuance Under Our Equity Compensation Plans

The following table provides information about the securities authorized for issuance under our equity compensation plans as of March 31, 2010.

				Number of securities
				remaining available
	Number of securities		Weighted-average	for future issuance under
	to be issued upon		exercise price of	equity compensation
	exercise of		outstanding	plans (excluding
	outstanding options,		options, warrants	securities reflected in
Plan category	warrants and rights		and rights	column (a))
	(a)		(b)	(c)
Equity compensation plans approved by security holders	2,714,916	(1)	$ 21.15	4,692,888	(2)
Equity compensation plans not approved by security holders	1,000	(3)	$ 28.75	—
Total	2,715,916		$ 21.15	4,692,888

| (1) | Excludes shares issuable under our 2000 Employee Stock Purchase
Plan in connection with the current offering period which ends
on September 30, 2010. Such shares are included in column
(c). |
| --- | --- |
| (2) | In addition to being available for future issuance upon exercise
of options that may be granted after March 31, 2010,
4,144,908 shares available for issuance under our 2007
Stock Incentive Plan may instead be issued in the form of
restricted stock, unrestricted stock, stock appreciation rights,
performance shares or other equity-based awards. The above
amounts include 244,000 shares available under the
2007 Director Plan and 303,980 shares available under
the 2000 Employee Stock Purchase Plan on March 31, 2010. |
| (3) | Represents 1,000 shares subject to outstanding
non-qualified stock options granted to the former employees of
Integrated Electronics, LLC (“IE”) in connection with
our purchase of substantially all the assets of IE in June 2000. |

Compensation Committee Interlocks and Insider Participation

The current members of the Compensation Committee are Mr. Crisp (Chairman), Mr. Drouin, Dr. Vander Sande and Mr. Budhraja. No member of the Compensation Committee was at any time during fiscal 2009, or formerly, an officer or employee of ours or any subsidiary of ours, nor has any member of the Compensation Committee had any relationship with us requiring disclosure under Item 404 of Regulation S-K under the Exchange Act.

No executive officer of American Superconductor has served as a director or member of the Compensation Committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director of or member of our Compensation Committee.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” section of this proxy statement with management. Based on that review and discussion, the Compensation Committee has recommended to our Board that the “Compensation Discussion and Analysis” section be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended March 31, 2010.

By the Compensation Committee of the Board.

Peter O. Crisp, Chairman Richard Drouin John B. Vander Sande Vikram S. Budhraja

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our Board has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our chief financial officer. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the Audit Committee. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the Audit Committee will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chairman of the Audit Committee to review and, if deemed appropriate, approve proposed related person transactions that arise between committee meetings, subject to ratification by the Audit Committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Audit Committee after full disclosure of the related person’s interest in the transaction. The Audit Committee will review and consider such information regarding the transaction as it deems appropriate under the circumstances.

The Audit Committee may approve or ratify the transaction only if the Audit Committee determines that, under all of the circumstances, the transaction is in our best interests. The Audit Committee may impose any conditions on the related person transaction that it deems appropriate.

In addition to the transactions that are excluded by the instructions to the SEC’s related person transaction disclosure rule, our Board has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:

| • | interests arising solely from the related person’s position
as an executive officer of another entity (whether or not the
person is also a director of such entity), that is a participant
in the transaction, where (a) the related person and all
other related persons own in the aggregate less than a 10%
equity interest in such entity, (b) the related person and
his or her immediate family members are not involved in the
negotiation of the terms of the transaction and do not receive
any special benefits as a result of the transaction, and
(c) the amount involved in the transaction equals less than
the greater of $200,000 or 5% of the annual gross revenues of
the company receiving payment under the transaction; and |
| --- | --- |
| • | a transaction that is specifically contemplated by provisions of
our charter or bylaws. |

The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the Compensation Committee in the manner specified in its charter.

There were no related person transactions during fiscal 2009.

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ELECTION OF DIRECTORS

(PROPOSAL 1)

The persons named in the enclosed proxy will vote to elect as directors the seven nominees named below, all of whom are presently directors, unless authority to vote for the election of any or all of the nominees is withheld by marking the proxy to that effect. All of the nominees have indicated their willingness to serve, if elected, but if any of them should be unable or unwilling to serve, proxies may be voted for a substitute nominee designated by our Board. Each director will be elected to hold office until the next Annual Meeting of Stockholders (subject to the election and qualification of his successor and to his earlier death, resignation or removal). Information about each nominee is set forth under “Corporate Governance — Members of the Board” beginning on page 6 of this proxy statement.

The Board recommends a vote FOR the election of Dr. Yurek, Mr. Budhraja, Mr. Crisp, Mr. Drouin, Mr. Oliver, Dr. Vander Sande and Mr. Wood as directors.

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RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(PROPOSAL 2)

The Audit Committee has selected the firm of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal 2010, and will offer a resolution at the Annual Meeting to ratify the designation. PricewaterhouseCoopers LLP or its predecessor company, Coopers & Lybrand LLP, has served as our independent registered public accounting firm since our inception. Although stockholder ratification is not required, the designation of PricewaterhouseCoopers LLP is being submitted for ratification at the Annual Meeting because American Superconductor believes it is a matter of good corporate governance practice. If this proposal is not approved at the Annual Meeting, the Audit Committee may reconsider its selection of PricewaterhouseCoopers LLP.

Representatives of PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so and will also be available to respond to appropriate questions from stockholders.

The Board recommends a vote FOR ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current fiscal year.

Independent Registered Public Accounting Firm’s Fees

The following table summarizes the fees of PricewaterhouseCoopers LLP, our independent registered public accounting firm, billed to us for each of the last two fiscal years:

Fee Category	Fiscal Year Ended March 31, — 2010	2009
Audit Fees (1)	$ 1,262,918	$ 1,109,700
Tax Fees (2)	132,739	20,593
Total Fees	$ 1,395,657	$ 1,130,293

| (1) | Audit fees consist of fees for the audit of our financial
statements, the audit of our internal control over financial
reporting, the review of the interim financial statements
included in our quarterly reports on Form 10-Q, and other professional services provided in connection with
statutory and regulatory filings or engagements. |
| --- | --- |
| (2) | Tax fees consist of fees for tax compliance, tax advice and tax
planning services. Tax advice and tax planning services amounted
to $73,416 and $20,593 in fiscal 2009 and 2008, respectively. |

Pre-Approval Policies and Procedures

The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy generally provides that we will not engage our registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee or the engagement is entered into pursuant to one of the pre-approval procedures described below. All services provided to us by PricewaterhouseCoopers LLP in each of fiscal 2009 and fiscal 2008 were approved in accordance with policy.

From time to time, the Audit Committee may pre-approve specified types of services that are expected to be provided to us by our registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

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The Audit Committee has also delegated to the chairman of the Audit Committee the authority to approve any audit or non-audit services to be provided to us by our registered public accounting firm. Any approval of services by a member of the Audit Committee pursuant to this delegated authority is reported on at the next meeting of the Audit Committee.

OTHER MATTERS

Solicitation of Proxies

We will bear the costs of soliciting proxies. In addition to solicitations by mail, our directors, officers and employees may, without additional pay, solicit proxies by telephone, facsimile, e-mail and personal interviews. We will also request brokerage houses, custodians, nominees and fiduciaries to forward copies of the proxy materials to the persons for whom they hold shares and request instructions for voting the proxies. We will reimburse the brokerage houses and other persons for their reasonable expenses in connection with this distribution.

Stockholder Proposals for 2011 Annual Meeting

Stockholder Proposals Included in Proxy Statement

To be considered for inclusion in the proxy statement relating to our 2011 Annual Meeting, stockholder proposals must be received by our Corporate Secretary at our principal executive offices no later than February 25, 2011, which is 120 calendar days before the date our proxy statement was released to stockholders in connection with this year’s Annual Meeting. If the date of next year’s annual meeting is changed by more than 30 days from the anniversary date of this year’s Annual Meeting on August 6, then the deadline is a reasonable time before we begin to print and mail proxy materials. Upon receipt of any such proposal, we will determine whether or not to include such proposal in the proxy statement and proxy in accordance with SEC regulations governing the solicitation of proxies.

Stockholder Proposals Not Included in Proxy Statement

We must receive other proposals of stockholders (including director nominations) intended to be presented at the 2011 Annual Meeting but not included in our proxy statement by May 8, 2011, but not before April 8, 2011, which is not less than 90 days nor more than 120 days prior to the anniversary date of this year’s Annual Meeting. However, in the event the 2011 Annual Meeting is scheduled to be held on a date before July 17, 2011, or after October 5, 2011, which are dates 20 days before or 60 days after the anniversary date of this year’s Annual Meeting, then your notice may be received by us at our principal executive office not earlier than the 120th day prior to the 2011 Annual Meeting and not later than the close of business on the later of (1) the 90th day before the scheduled date of such annual meeting or (2) the 10th day after the day on which we first make a public announcement of the date of such annual meeting. Any proposals we do not receive in accordance with the above standards will not be voted on at the 2011 Annual Meeting.

Each stockholder’s notice for a proposal must be timely given to our Corporate Secretary at our corporate headquarters located at 64 Jackson Road, Devens, MA 01434. Each notice is required to set forth as to each matter proposed to be brought before an annual meeting certain information and must meet other requirements specified in our bylaws, as determined by us, including (1) a brief description of the business the stockholder desires to bring before the meeting and the reasons for conducting such business at the meeting, (2) the name and address, as they appear on our stock transfer books, of the stockholder proposing such business, (3) the number of shares of our common stock beneficially owned by the stockholder making the proposal, (4) a description of all arrangements or understandings between such stockholder and any other persons in connection with the proposal and any material interest of the stockholder in such business, (5) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting and (6) a representation whether the stockholder intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of our outstanding capital

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stock required to approve or adopt the proposal or otherwise to solicit proxies from stockholders in support of such proposal.

For director nominations, a stockholder’s notice to our Corporate Secretary must set forth information specified in our bylaws, as to each person proposed to be nominated, including (1) the name, age, business address and residence address of such person, (2) the principal occupation or employment of such person, (3) the number of shares of our common stock which are beneficially owned by such person on the date of such stockholder notice, (4) the consent of each nominee to serve as a director if elected and (5) any other information concerning such person that must be disclosed as to nominees in proxy solicitations pursuant to the rules of the SEC. The notice must also set forth as to the stockholder giving the notice (1) the name and address, as they appear on our transfer books, of such stockholder and of any beneficial owners of our capital stock registered in such stockholder’s name and the name and address of other stockholders known by such stockholder to be supporting such nominee(s), (2) the number of shares of our common stock held of record, beneficially owned or represented by proxy by such stockholder, (3) a description of all arrangements or understandings between such stockholder and any other persons in connection with the nomination, (4) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to nominate the person(s) named it its notice and (5) a representation whether the stockholder intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of our outstanding capital stock required to elect the nominee or otherwise to solicit proxies from stockholders in support of such nomination.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on review of the copies of such reports furnished to us and written representations regarding the filing of required reports, we are not aware that any of our officers, directors or holders of 10% or more of our common stock failed to comply in a timely manner during fiscal 2009 with Section 16(a) filing requirements.

Important Notice Regarding Delivery of Security Holder Documents

We have adopted the cost saving practice of “householding” proxy statements and annual reports. Some banks, brokers and other nominee record holders are also “householding” proxy statements and annual reports for their customers. This means that only one copy of our proxy statement, annual report or notice of Internet availability of proxy materials may have been sent to multiple shareholders in your household unless we have received instructions otherwise. We will promptly deliver a separate copy of either document to you if you write our Investor Relations department at 64 Jackson Road, Devens, Massachusetts 01434 or call (978) 842-3177. If you want to receive separate copies of the annual report and proxy statement in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address and phone number.

Electronic Delivery of Stockholder Communications

If you received your Annual Meeting materials by mail, we encourage you to conserve natural resources, as well as significantly reduce our printing and mailing costs, by signing up to receive your stockholder communications via e-mail. To sign up for electronic delivery, visit www.proxyvote.com. Your electronic delivery enrollment will be effective until you cancel it, which you may do at any time by following the procedures described at the website listed above. If you have questions about electronic delivery, please write our Investor Relations department at 64 Jackson Road, Devens, Massachusetts 01434 or call (978) 842-3177.

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Folio /Folio