Arthur House
AMERICAN SUPERCONDUCTOR CORP /DE/About Arthur H. House
Arthur H. House, age 82, has served on AMSC’s Board since September 2016 and was appointed Lead Director effective August 1, 2024 until the 2025 Annual Meeting. His background spans cybersecurity leadership for the State of Connecticut, utility regulation (Chair of the Connecticut Public Utilities Regulatory Authority), senior federal communications roles (ODNI/NGA), and financial institution public affairs (Webster Bank); he is currently a partner at Cybersecurity Risk Associates and an adjunct professor at the University of Connecticut. The Board has determined Mr. House is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cybersecurity Risk Associates, LLC | Partner | Since May 2020 | Advises clients on cybersecurity, compliance, privacy programs |
| University of Connecticut | Adjunct Professor | Since March 2020 | Academic engagement in ethics/cyber policy |
| State of Connecticut – Secretary of State | Cybersecurity Policy Advisor | Apr–Dec 2020 | Election/cyber policy advisory |
| State of Connecticut | Chief Cybersecurity Risk Officer | Oct 2016–Oct 2019 | Enterprise cyber risk oversight |
| Connecticut Public Utilities Regulatory Authority | Chairman | Jun 2012–Oct 2016 | Utility regulation, reliability oversight |
| Office of the Director of National Intelligence | Director of Communications | Jan 2009–May 2012 | Led internal/external communications, including NGA |
| National Geospatial-Intelligence Agency | Head of internal/external communications | 2009–2012 | Defense intelligence support communications |
| Webster Bank | SVP, Public Affairs | Jan 2002–Jan 2009 | Corporate communications; banking sector experience |
| World Bank; National Security Council; U.S. Senate | Various positions | Prior to 2002 | International/government relations experience |
External Roles
| Category | Organization/Board | Role | Tenure/Notes |
|---|---|---|---|
| Academic | University of Connecticut | Adjunct Professor | Since Mar 2020 |
| Public company directorships (last 5 years) | — | — | None disclosed in AMSC proxy (bios include other public boards where applicable; House’s bio lists none) |
Board Governance
| Governance Item | Status/Detail |
|---|---|
| Independence | Independent director under Nasdaq Rule 5605(a)(2) |
| Lead Independent Director | Appointed Aug 1, 2024; serves until 2025 Annual Meeting |
| Committees | Compensation Committee (Chair); Nominating & Corporate Governance Committee (Chair); not listed on Audit |
| Committee Activity FY2024 | Compensation Committee met 9 times; Nominating & Corporate Governance met 4 times; Audit Committee met 4 times |
| Attendance FY2024 | Board met 9 times; each director attended ≥75% of Board/committee meetings; all directors attended 2024 Annual Meeting |
| Lead Director duties | Chairs meetings in CEO’s absence; can call executive sessions; facilitates Board–CEO communications; inputs to agendas; governance consultation, etc. |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | Increased from $35,000 as of May 23, 2024 |
| Lead Director additional retainer | $18,000 | FY2024 increase to $18,000 |
| Committee Chair fees | $15,000 (Compensation); $12,000 (Nominating) | FY2024 chair fees schedule |
| Committee member fees | $9,000 (Compensation); $6,000 (Nominating); $12,000 (Audit) | No per-meeting fees |
| Director | Fees Earned/Paid in Cash (FY2024) | Breakdown |
|---|---|---|
| Arthur H. House | $95,000 | $50,000 base + $18,000 Lead Director + $15,000 Compensation Chair + $12,000 Nominating Chair |
Performance Compensation
| Equity Element | FY2024 Detail | Terms |
|---|---|---|
| Annual stock award (fully-vested common) | $50,074 grant-date fair value; 3,840 shares granted on Apr 3, 2024 (price $13.04) | Granted 3 business days after fiscal year end under 2007 Director Plan; proration if partial year |
| Initial stock option (upon Board service start) | $40,000 grant-date value; exercise price = fair market value at grant; 10-year term | Vests in equal annual installments over 2 years; accelerates on change in control; exercisable while service continues or within 60 days after |
| FY2026 equity change | Annual director equity award increased to $100,000 beginning fiscal 2026 (structure unchanged) | Approved May 23, 2025 based on Compensia recommendations |
| Company Executive Incentive Metrics (for reference) | Use |
|---|---|
| Revenue; Operating cash flow; Operating expenses | Most important measures used to link company performance to compensation actually paid to NEOs (cash bonus plan; performance-based restricted stock) |
Note: AMSC’s director equity awards are time-based; no director-specific performance metrics are disclosed. Executive performance metrics above inform overall pay-for-performance context .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public boards (last five years) | None disclosed for House in AMSC proxy |
| Compensation Committee interlocks | None; no member was an officer/employee; no Item 404 relationships; no cross-director/executive interlocks with other entities |
Expertise & Qualifications
- Utility regulation and infrastructure oversight (Chair, Connecticut PURA), cybersecurity leadership (State of Connecticut), and federal intelligence communications (ODNI/NGA) provide relevant expertise for AMSC’s grid/industrial focus .
- Corporate communications and financial sector experience (Webster Bank) support stakeholder engagement and governance effectiveness .
- Current governance leadership roles (Lead Director; Chair of Compensation and Nominating Committees) signal strong board engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock Outstanding | Notes |
|---|---|---|---|
| Arthur H. House | 58,366 | * (less than 1%) | Includes 9,703 shares subject to outstanding stock options |
| Unvested stock awards (as of Mar 31, 2025) | — | — | None held by non-employee directors |
| Director options outstanding (as of Mar 31, 2025) | 9,703 (House) | — | See option terms above |
Governance Assessment
- Board leadership: CEO is also Chairman; appointment of House as Lead Director (with robust duties) mitigates concentration of power and supports independent oversight. Consideration: some investors prefer an independent chair structure .
- Committee effectiveness: As Chair of Compensation and Nominating & Corporate Governance, House oversees pay structures, succession, board composition, ESG oversight; both committees met regularly (9 and 4 meetings) indicating active engagement .
- Pay mix and alignment: Director cash increased to market; equity awards are fully-vested shares with future increase to $100k in FY2026; absence of director performance conditions reduces at-risk linkage but aligns through ownership; options accelerate on change-in-control (watch for entrenchment optics, though typical) .
- Independence/Conflicts: Board determined independent; Compensation Committee reports no Item 404 related-party relationships or interlocks; Audit Committee reviews related party transactions per charter, providing oversight .
- Attendance/engagement: ≥75% meeting attendance for all directors; full attendance at 2024 Annual Meeting supports diligence .
- Ownership alignment: House beneficially owns 58,366 shares including 9,703 options; stake is <1%—aligns interests but remains modest relative to outstanding shares; no pledging disclosed .
RED FLAGS / Watch items
- Combined CEO/Chair structure remains in place; effectiveness depends on Lead Director rigor and executive session usage .
- Director equity award doubling to $100k beginning FY2026 may raise pay inflation concerns; mitigated by independent consultant review and peer benchmarking .
- Change-in-control option acceleration for directors can be viewed unfavorably by some governance frameworks, though common in small-cap director plans .
Overall Implication: House’s governance roles (Lead Director; dual committee chair) and independence underpin board oversight quality, particularly in compensation and board composition/ESG. Pay structure changes are market-informed but merit ongoing monitoring for alignment and inflation risk .