AMERICAN SUPERCONDUCTOR CORP /DE/ 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2024, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level. Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act as a process designed by, or under the supervision of, a company’s chief executive officer and chief financial officer, and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: (1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, an evaluation was conducted of the effectiveness of our internal control over financial reporting as of March 31, 2024, based on the Committee of Sponsoring Organizations of the Treadway Commission’s Internal Control – Integrated Framework (2013 Edition). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of March 31, 2024. The effectiveness of our internal control over financial reporting as of March 31, 2024 has been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report which is included herein. Changes in Internal Control over Financial Reporting There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 64 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of American Superconductor Corporation Opinion on the Internal Control Over Financial Reporting We have audited American Superconductor Corporation's (the Company) internal control over financial reporting as of March 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the years then ended, and the related notes to the consolidated financial statements of the Company and our report dated May 29, 2024 expressed an unqualified opinion. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ RSM US LLP Boston, Massachusetts May 29, 2024 65 Item 9B. OTHER INFORMATION (a) None. (b) During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The response to this item is contained in part under the caption “Executive Officers” in Part I of this Annual Report on Form 10-K, and in part in our Proxy Statement for the Annual Meeting of Stockholders to be held in 2024 (the “2024 Proxy Statement”) in the sections “Corporate Governance — Members of the Board,” “Corporate Governance — Code of Business Conduct and Ethics,” “Corporate Governance —Board Committees” and “Corporate Governance — Board Committees — Audit Committee,” “Corporate Governance — Director Nomination Process”, “Corporate Governance — Board Determination of Independence”, which sections are incorporated herein by reference. Item 11. EXECUTIVE COMPENSATION The sections of the 2024 Proxy Statement titled “Information About Executive and Director Compensation,” “Information About Executive and Director Compensation — Compensation Committee Interlocks and Insider Participation” and “Information About Executive and Director Compensation — Compensation Committee Report” are incorporated herein by reference. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The sections of the 2024 Proxy Statement titled “Stock Ownership of Certain Beneficial Owners and Management” and “Information about Executive Officer and Director Compensation — Securities Authorized for Issuance Under our Equity Compensation Plans” are incorporated herein by reference. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The sections of the 2024 Proxy Statement titled “Certain Relationships and Related Transactions” and “Corporate Governance — Board Determination of Independence” and “Corporate Governance — Board Committees” are incorporated herein by reference. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Our independent registered public accounting firm is RSM US LLP , Boston, MA , Auditor ID: 49 . The section of the 2024 Proxy Statement titled “Ratification of Selection of Independent Registered Public Accounting Firm (Proposal 5)” is incorporated herein by reference. 66 PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Document filed as part of this Annual Report on Form 10-K: 1. Financial Statements The following financial statements of American Superconductor Corporation, supplemental information and report of independent registered public accounting firm required by this item are included in Item 8, “Financial Statements and Supplementary Data,” in this Form 10-K: Report of Independent Registered Public Accounting Firm 34 Consolidated Balance Sheets at March 31, 2024 and 202 3 35 Consolidated Statements of Operations for the fiscal years ended March 31, 2024 and 202 3 36 Consolidated Statements of Comprehensive Loss for the fiscal years ended March 31, 2024 and 202 3 37 Consolidated Statements of Stockholders’ Equity for the fiscal years ended March 31, 2024 and 202 3 38 Consolidated Statements of Cash Flows for the fiscal years ended March 31, 2024 and 202 3 39 Notes to the Consolidated Financial Statements 40 2. Financial Statement Schedules All schedules are omitted because they are not applicable, not required or the required information is shown in the consolidated financial statements or notes thereto. 3. Exhibits Required by Item 601 of Regulation S-K under the Exchange Act. See (b) Exhibits. (b) Exhibits The list of Exhibits filed as a part of this Annual Report on Form 10-K is set forth on the Exhibit Index immediately following Item 16, “Form 10-K Summary ” , and is incorporated herein by reference. 67 Item 16. FORM 10-K SUMMARY None. 68 EXHIBIT INDEX Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed/Furnished Herewith 3.1 Restated Certificate of Incorporation of the Registrant, as amended. S-3 333-191153 3.1 9/13/2013 3.2 Certificate of Amendment of Restated Certificate of Incorporation of the Registrant, dated March 24, 2015. 8-K 000-19672 3.1 3/24/2015 3.3 Amended and Restated By-Laws of the Registrant. 8-K 333-191153 3.1 2/1/2021 4.1 Form of Indenture . S-3 333-276766 4.1 1/30/2024 4.2 Description of Capital Stock . 10-K 000-19672 4.3 6/5/2019 10.1+ 2007 Stock Incentive Plan, as amended. 8-K 000-19672 10.1 8/6/2019 10.2+ Form of Incentive Stock Option Agreement under 2007 Stock Incentive Plan, as amended. 8-K 000-19672 10.2 8/7/2007 10.3+ Form of Non-statutory Stock Option Agreement under 2007 Stock Incentive Plan, as amended. 8-K 000-19672 10.3 8/7/2007 10.4+ Form of Restricted Stock Agreement Regarding Awards to Executive Officers under 2007 Stock Incentive Plan, as amended. 8-K 000-19672 10.4 8/7/2007 10.5+ Form of Restricted Stock Agreement Regarding Awards to Employees, under 2007 Stock Incentive Plan, as amended. 8-K 000-19672 10.5 8/7/2007 10.6+ Form of Restricted Stock Agreement (regarding performance-based awards to executive officers and employees) under 2007 Stock Incentive Plan, as amended. 8-K 000-19672 10.1 5/20/2008 10.7+ Form of Option Surrender Agreement under 2007 Stock Incentive Plan, as amended. 10-Q 000-19672 10.4 11/6/2018 10.8+ Form of Performance-Based Restricted Stock Agreement for Executive Officers under 2007 Stock Incentive Plan, as amended. 10-Q 000-19672 10.1 2/5/2020 10.9+ Form of Time-Based Restricted Stock Agreement for Executive Officers under 2007 Stock Incentive Plan, as amended. 10-Q 000-19672 10.2 2/5/2020 10.10+ Amended and Restated 2007 Director Stock Plan. 8-K 000-19672 10.5 8/5/2022 10.11+ Form of Non-statutory Stock Option Agreement Under Amended and Restated 2007 Director Stock Plan . 8-K 000-19672 10.7 8/7/2007 69 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed/Furnished Herewith 10.12+ 2022 Stock Incentive Plan. 8-K 000-19672 10.1 8/5/2022 10.13+ Form of Time-Based Restricted Stock Agreement Under 2022 Stock Incentive Plan. 8-K 000-19672 10.2 8/5/2022 10.14+ Form of Performance-Based Restricted Stock Agreement Under 2022 Stock Incentive Plan. 8-K 000-19672 10.3 8/5/2022 10.15+ Form of Option Agreement Under 2022 Stock Incentive Plan. 8-K 000-19672 10.4 8/5/2022 10.16+ Form of Employee Nondisclosure and Developments Agreement. 10-K/A 333-43647 10.11 6/7/2018 10.17+ Amended and Restated Executive Severance Agreement, dated as of May 24, 2011, between the Registrant and Daniel P. McGahn. 8-K 000-19672 10.2 5/24/2011 10.18+ Executive Severance Agreement, dated as of January 13, 2012, between the Registrant and John W. Kosiba. 8-K 000-19672 10.1 4/4/2017 10.19+ First Amendment to Executive Severance Agreement, effective as of July 31, 2017, between the Registrant and John W. Kosiba. 10-Q 000-19672 10.1 11/7/2017 70 Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed/Furnished Herewith 10.20 Subcontract Agreement, dated October 31, 2018, by and between the Registrant and Commonwealth Edison Company. 10-Q 000-19672 10.1 2/5/2019 10.21 Amendment to Subcontract Agreement, effective February 6, 2020, by and between the Registrant and Commonwealth Edison Company. 10-K 000-19672 10.30 6/2/2020 10.22 Stock Purchase Agreement, dated October 1, 2020, by and among the Registrant, Frank J. Steciuk, Paul B. Steciuk and Peter A. Steciuk. 8-K 000-19672 10.1 10/5/2020 10.23+ Fiscal 2023 Executive Incentive Plan. 8-K 000-19672 10.1 6/21/2023 21.1 Subsidiaries. * 23.1 Consent of RSM US LLP * 31.1 Chief Executive Officer — Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 31.2 Chief Financial Officer — Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 32.1 Chief Executive Officer — Certification pursuant to Rule13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** 32.2 Chief Financial Officer — Certification pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** 97.1+ Policy for Recovery of Erroneously Awarded Compensation * 101.INS Inline XBRL Instance Document. * 101.SCH Inline XBRL Taxonomy Extension Schema Document. * 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document. * 101.DEF Inline XBRL Taxonomy Definition Linkbase Document. * 101.LAB Inline XBRL Taxonomy Label Linkbase Document. * 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document. * 104 Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) + Management contract or compensatory plan or arrangement required to be filed as an Exhibit to this Form 10-K. * Filed herewith. ** Furnished herewith. 71 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN SUPERCONDUCTOR CORPORATION BY: /S/ Daniel P. McGahn Daniel P. McGahn Chairman of the Board, President, and Chief Executive Officer Date: May 29, 2024 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /S/ Daniel P. McGahn Chairman of the Board, President, Chief Executive Officer, and Director (Principal Executive Officer) May 29, 2024 Daniel P. McGahn /S/ John W. Kosiba, Jr. Senior Vice President, Chief Financial Officer and Treasurer May 29, 2024 John W. Kosiba, Jr. (Principal Financial and Accounting Officer) /S/ Arthur H. House Lead Independent Director of the Board May 29, 2024 Arthur H. House /S/ Laura A. Dambier Director May 29, 2024 Laura A. Dambier /S/ Margaret D. Klein Director May 29, 2024 Margaret D. Klein /S/ Barbara g. Littlefield Director May 29, 2024 Barbara G. Littlefield /S/ David R. Oliver, Jr. Director May 29, 2024 David R. Oliver, Jr. 72