American Superconductor (NASDAQ: AMSC) details Fiscal 2026 executive incentives

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

American Superconductor Corporation approved a Fiscal 2026 Executive Incentive Plan for the fiscal year ending March 31, 2027. The plan covers the chief executive officer and all current executive officers, providing annual cash bonuses based on performance against defined factors and weightings.

Each executive has a target cash incentive set as a percentage of base salary, with actual payouts ranging from zero up to 200% of the target. The chief executive officer’s target incentive is 100% of base salary, or $754,000, while the chief financial officer’s target is 75% of base salary, or $351,000. The Compensation Committee determines payouts for executives other than the CEO, and the Board sets the CEO’s payout based on the Committee’s recommendation.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Fiscal year end: March 31, 2027 CEO target incentive percentage: 100% of base salary CEO target incentive amount: $754,000 +3 more

6 metrics

Fiscal year end March 31, 2027 Fiscal 2026 Executive Incentive Plan period

CEO target incentive percentage 100% of base salary Daniel P. McGahn, Fiscal 2026 incentive target

CEO target incentive amount $754,000 Daniel P. McGahn Fiscal 2026 target cash incentive

CFO target incentive percentage 75% of base salary John W. Kosiba, Jr. Fiscal 2026 incentive target

CFO target incentive amount $351,000 John W. Kosiba, Jr. Fiscal 2026 target cash incentive

Maximum payout cap 200% of target incentive Plan-level cap on Fiscal 2026 incentive awards

Key Terms

Executive Incentive Plan, target cash incentive, Compensation Committee, fiscal 2026

4 terms

Executive Incentive Plan financial

"approved an executive incentive plan for the Company’s fiscal year ending March 31, 2027"

target cash incentive financial

"each participant is designated a target cash incentive amount, expressed as a percentage"

Compensation Committee financial

"the Compensation Committee (the “Committee”) of the Board of Directors"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

fiscal 2026 financial

"for the Company’s fiscal year ending March 31, 2027 (“fiscal 2026”)"

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/02/2026 - 04:05 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 1, 2026

American Superconductor Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-19672	04-2959321
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

114 East Main Street Ayer, Massachusetts		01432
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (978)842-3000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		AMSC		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Fiscal 2026 Executive Incentive Plan. On June 1, 2026, the Compensation Committee (the “Committee”) of the Board of Directors (the "Board") of American Superconductor Corporation (the “Company”) and the Board approved an executive incentive plan for the Company’s fiscal year ending March 31, 2027 (“fiscal 2026”). Participants in the plan include the Company’s chief executive officer and all other current executive officers. Pursuant to the plan, each participant is designated a target cash incentive amount, expressed as a percentage of the participant’s annual base salary. The Committee is responsible for determining the payout under the plan to each participant except the chief executive officer. The Board determines the payout under the plan for the chief executive officer, taking into account the recommendation of the Committee.

The amount of the incentive award actually paid to each participant may be less than or greater than the participant’s target cash incentive, with the amount capped at 200% of the target incentive. For each participant, individual incentive awards will be determined following the end of fiscal 2026 based on the following factors and their corresponding weightings:

•

the Company’s non-GAAP net income for fiscal 2026 as compared to the established target – 50%

•

the Company’s revenues for fiscal 2026 as compared to the established target – 25%

•

the Company’s operating expenses for fiscal 2026 as compared to the established target – 25%

The following table sets forth the target cash incentive for fiscal 2026 for each current executive officer:

Executive Officer	Title	Target Incentive as % of Base Salary			Target Incentive
Daniel P. McGahn	Chairman, President and Chief Executive Officer		100	%	$	754,000
John W. Kosiba, Jr.	Senior Vice President, Chief Financial Officer and Treasurer		75	%	$	351,000

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
10.1	Fiscal 2026 Executive Incentive Plan.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		AMERICAN SUPERCONDUCTOR CORPORATION

Date:	June 2, 2026	By:	/S/ JOHN W. KOSIBA, JR.
			John W. Kosiba, Jr.
			Senior Vice President and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did American Superconductor (AMSC) approve in its Fiscal 2026 plan?

American Superconductor approved a Fiscal 2026 Executive Incentive Plan covering its chief executive officer and all current executive officers. The plan sets performance-based cash bonuses for the fiscal year ending March 31, 2027, with payouts tied to specific performance factors and weightings.

How are bonus targets set for AMSC executives under the Fiscal 2026 plan?

Each AMSC executive receives a target cash incentive as a percentage of base salary. This percentage is applied to their annual base pay to determine a target bonus, which can then be adjusted up or down based on performance factors after fiscal 2026 ends.

What is the chief executive officer’s target bonus under AMSC’s Fiscal 2026 plan?

The CEO’s target incentive is 100% of base salary, or $754,000. This amount represents the planned cash bonus before performance adjustments, which can reduce the payout below target or increase it up to the specified maximum percentage cap.

What is the chief financial officer’s target incentive in AMSC’s plan?

The chief financial officer’s target cash incentive is 75% of base salary, or $351,000. This target amount may be adjusted after the fiscal year based on how well the company and individual meet the defined performance criteria and weightings.

How high can incentive payouts go under AMSC’s Fiscal 2026 plan?

Incentive payouts are capped at 200% of each executive’s target incentive. Actual cash bonuses can therefore range from no payout up to twice the target amount, depending on the achievement of the performance measures specified in the executive incentive plan.

Who decides executive bonus payouts under American Superconductor’s plan?

The Compensation Committee sets payouts for executives other than the CEO. The Board of Directors determines the CEO’s payout, considering the Committee’s recommendation, after reviewing performance against the plan’s factors for the fiscal year ending March 31, 2027.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 9.5 KB