AMERICAN SUPERCONDUCTOR CORP /DE/

For the period ended Jul 31, 2026. Filed Jun 18, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jul 31, 2026 · Filed Jun 18, 2026

AMSC$23.39-2.5%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

American Superconductor Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

AMERICAN SUPERCONDUCTOR CORPORATION

114 East Main Street

Ayer, Massachusetts 01432

Notice of Annual Meeting of Stockholders to

be Held on Friday, July 31, 2026

The Annual Meeting of Stockholders (the “Annual Meeting”) of American Superconductor Corporation (“AMSC”) will be held via a completely virtual format through a live audio-only webcast hosted online atwww.virtualshareholdermeeting.com/AMSC2026 on Friday, July 31, 2026 at 10:30 a.m., Eastern Time. The Annual Meeting will be held exclusively online and you will not be able to attend the Annual Meeting physically. You will be able to vote your shares electronically and submit questions during the meeting by logging into the website listed above using the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied our proxy materials. Online check-in will begin at 10:15 a.m. Eastern Time, and you should allow ample time for thecheck-in procedures.

At the Annual Meeting, AMSC’s stockholders will consider and act upon the following matters:

1.	To elect Laura A. Dambier, Terence R. Donnelly, Arthur H. House, Margaret D. Klein, Barbara G. Littlefield, Daniel P. McGahn and David R. Oliver, Jr. as directors of AMSC for a term of office expiring at the 2027 annual meeting of stockholders.

2.	To ratify the appointment by the Audit Committee of the Board of Directors of RSM US LLP as AMSC’s independent registered public accounting firm for the fiscal year ending March 31, 2027.

3.	To approve, on an advisory basis, the compensation of AMSC’s named executive officers.

4.	To transact such other business as may properly come before the meeting or any continuation, postponement or adjournment thereof.

Stockholders of record at the close of business on June 4, 2026 will be entitled to notice of and to vote at the Annual Meeting or any continuation, postponement or adjournment thereof. A complete list of these stockholders will be open to the examination of any stockholder at our principal executive offices at 114 East Main Street, Ayer, MA 01432 for a period of ten days prior to the Annual Meeting. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE VIRTUAL ANNUAL MEETING. THEREFORE, WHETHER OR NOT YOU EXPECT TO ATTEND THE VIRTUAL 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 VIRTUAL ANNUAL MEETING.

By Order of the Board of Directors,

John R. Samia, Secretary

Ayer, Massachusetts

June 18, 2026

	Page
INFORMATION ABOUT THIS PROXY STATEMENT	1
CORPORATE GOVERNANCE	8
Members of the Board	8
Corporate Governance Guidelines	10
Board Determination of Independence	10
Director Nomination Process	10
Board Meetings and Attendance	11
Director Attendance at Annual Meeting of Stockholders	11
Board Leadership Structure	11
Board Committees	12
Oversight of Risk	14
Executive Compensation Process	14
Clawback Policy	15
Communicating with the Independent Directors	16
Code of Business Conduct and Ethics	16
Audit Committee Report	16
INFORMATION ABOUT EXECUTIVE AND DIRECTOR COMPENSATION	18
Compensation Discussion and Analysis	18
Executive Summary	18
The Compensation Committee’s Process	23
Risk Considerations in our Compensation Program	25
Compensation Mix	25
Fiscal 2025 Summary Compensation Table	31
Grants of Plan-Based Awards Table for Fiscal 2025	33
Outstanding Equity Awards at Fiscal Year-End Table for Fiscal 2025	34
Option Exercises and Stock Vested Table for Fiscal 2025	35
Employment Agreements and Severance Agreements with Executive Officers	35
Pay Ratio Disclosure	36
Pay Versus Performance	37
Director Compensation	42
Securities Authorized for Issuance Under Our Equity Compensation Plans	43
Compensation Committee Interlocks and Insider Participation	44
Compensation Committee Report	44
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	45
ELECTION OF DIRECTORS (PROPOSAL 1)	46
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL 2)	47
Independent Registered Public Accounting Firm’s Fees	47
Pre-Approval Policies and Procedures	47

	Page
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (PROPOSAL 3)	49
OTHER MATTERS	50
Solicitation of Proxies	50
Stockholder Proposals for 2027 Annual Meeting	50
Important Notice Regarding Delivery of Security Holder Documents	50
Electronic Delivery of Stockholder Communications	51

AMERICAN SUPERCONDUCTOR CORPORATION

114 East Main Street

Ayer, Massachusetts 01432

PROXY STATEMENT

For the Annual Meeting of Stockholders to be Held on Friday, July 31, 2026

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors, or Board, of American Superconductor Corporation, or AMSC, for use at the Annual Meeting of Stockholders, or Annual Meeting, to be held via a completely virtual format through a live audio-only webcast hosted online atwww.virtualshareholdermeeting.com/AMSC2026 on Friday, July 31, 2026, beginning at 10:30 a.m. Eastern Time, and at any continuation, postponement or adjournment of the Annual Meeting. On or about June 18, 2026, we are releasing this proxy statement together with our annual report, consisting of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, or 2025 Annual Report, and other information required by the rules of the Securities and Exchange Commission, or SEC, to our stockholders of record on the record date for the meeting. Our 2025 Annual Report is provided without exhibits. Exhibits will be provided, at no charge, upon written request addressed to American Superconductor Corporation, 114 East Main Street, Ayer, MA 01432, 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 or ending on March 31 of the following year. For example, fiscal 2025 refers to the fiscal year ended March 31, 2026.

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to be Held on July 31, 2026

AMSC’s proxy statement and annual report are available at

www.proxyvote.com

The following proxy materials are available for review atwww.proxyvote.com:

•	our 2026 proxy statement;

•	any amendments or supplements to our proxy materials that are filed with the SEC.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.