Barbara Littlefield
AMERICAN SUPERCONDUCTOR CORP /DE/About Barbara G. Littlefield
Barbara G. Littlefield (age 67) is an independent director of AMSC, serving on the Board since May 2019. She brings deep finance and infrastructure project expertise as former CFO of Poseidon Water and EVP/CFO of Verenium, and currently serves as Chairwoman and Lead Operating Director at Resilient Infrastructure Group. The Board has determined she is independent under Nasdaq rules and designated her an “audit committee financial expert” based on her financial background .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Resilient Infrastructure Group | Chairwoman and Lead Operating Director | Feb 2021–present | Developer of distributed water/wastewater solutions; operating leadership |
| Poseidon Water LLC | Chief Financial Officer | Aug 2014–May 2020 | Led finance for North American water infrastructure developer |
| Poseidon Water LLC | SVP, Strategy & Corporate Development | Sep 2013–Aug 2014 | Corporate strategy and development |
| Drax Biomass International Inc. | SVP Corporate Development; Board member | Feb 2011–May 2013 | Upstream biomass supply for UK power generation |
| Verenium Corporation | EVP and Chief Financial Officer | 2006–2010 | CFO of biofuels JV; large project/finance oversight |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None disclosed during the past five years in AMSC’s director biography section (which requires disclosure of such roles) . |
| Private/other boards | Board member, Drax Biomass International Inc. (private) . |
Board Governance
- Independence: The Board determined Ms. Littlefield is independent under Nasdaq Rule 5605(a)(2) .
- Committees and roles (FY2024):
- Audit Committee member; designated “audit committee financial expert” (with David R. Oliver, Jr.) .
- Compensation Committee member (committee chaired by Arthur H. House) .
- Not on Nominating & Corporate Governance Committee .
- Board leadership: CEO Daniel P. McGahn serves as Chair; Arthur H. House appointed Lead Director effective Aug 1, 2024, through the 2025 Annual Meeting .
- Meetings and attendance: Board met 9 times in FY2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
Fixed Compensation (Director)
| Component | FY2024 Amount/Terms | Source |
|---|---|---|
| Cash fees – Barbara G. Littlefield (actual) | $71,000 | |
| Annual cash retainer (all non-employee directors) | $50,000 | |
| Additional retainers (member) | Audit $12,000; Compensation $9,000; Nominating & Corporate Governance $6,000 | |
| Additional retainers (chair) | Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $12,000 | |
| Lead Director retainer | $18,000 |
Notes: Ms. Littlefield’s committee assignments (Audit and Compensation) align with the FY2024 member retainer schedule and her reported $71,000 in cash fees .
Performance Compensation (Committee Oversight and Metrics)
AMSC does not provide performance-based pay to directors; however, as a member of the Compensation Committee, Ms. Littlefield oversees executive pay structures that emphasize performance.
- FY2024 Executive Annual Bonus Plan metrics and weights:
- Operating cash flow (50%), Revenues (25%), Operating expenses (25%) .
- FY2024 payout results:
- Operating cash flow exceeded maximum target resulting in 200% of target for that metric; revenue achieved 116% of target (164% of target bonus for metric); operating expenses achieved 98% of target (94% of target bonus for metric). Overall payout: 165% of target for CEO and CFO .
| Metric (Weight) | Threshold | Target | Maximum | FY2024 Achievement (% of Target) |
|---|---|---|---|---|
| Operating cash flow (50%) | ($4.0M) | $0 | $10M | >125% → 200% of target metric payout |
| Revenues (25%) | $120.0M | $150.0M | $187.5M | 116% → 164% metric payout |
| Operating expenses (25%) | $47.0M | $39.2M | $29.4M | 98% → 94% metric payout |
Additional governance features overseen by the Compensation Committee:
- Clawback: Policy adopted in line with SEC/Nasdaq rules; administered by the Compensation Committee .
- Independent advisor: Compensia engaged; committee determined no conflicts of interest .
Other Directorships & Interlocks
| Item | Status | Source |
|---|---|---|
| Compensation Committee interlocks | None; no committee member (including Ms. Littlefield) was an officer/employee during FY2024; no relationships requiring Item 404 disclosure; no reciprocal executive-director interlocks reported | |
| Related-party transactions | None in FY2024 |
Expertise & Qualifications
- Finance and Infrastructure: Former CFO roles (Poseidon Water; Verenium) and senior corporate development positions, with experience in large-scale infrastructure and energy-related projects .
- Audit expertise: Designated an “audit committee financial expert” by the Board .
- Strategic operations: Current leadership at Resilient Infrastructure Group provides ongoing operational and governance perspective in regulated infrastructure and project finance contexts .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Barbara G. Littlefield | 38,250 | <1% | Includes 5,939 shares subject to outstanding stock options |
| FY2024 director stock award (granted 4/3/2024) | 3,840 shares; grant-date value ≈ $50,074 (at $13.04/share) | — | Standard annual award under 2007 Director Plan |
| Director stock options outstanding (as of 3/31/2025) | 5,939 options | — | Listed for each director; Ms. Littlefield: 5,939 |
Policy guardrails:
- Hedging/pledging prohibitions: Company insider trading policy prohibits hedging and generally prohibits pledging except limited cases with demonstrated financial capacity; short sales are prohibited .
- No related-party exposure disclosed for Ms. Littlefield; no related-person transactions in FY2024 .
Governance Assessment
-
Strengths supporting investor confidence:
- Independence and qualifications: Independent director; audit committee financial expert; serves on both Audit and Compensation Committees .
- Engagement: Board met 9 times in FY2024; each director attended at least 75% of meetings; all directors attended the 2024 Annual Meeting .
- Pay oversight outcomes: Strong say‑on‑pay support (≈91% approval on Aug 2, 2024) indicates investor alignment with compensation practices overseen by the committee .
- Controls and recourse: Adoption of a Dodd‑Frank compliant clawback policy administered by the Compensation Committee; insider policy restricts hedging/pledging/shorting, reducing misalignment risk .
- Conflicts: No compensation committee interlocks or related-party transactions reported for FY2024 .
-
Watch items / potential red flags:
- Director equity escalation: Annual director equity award to double from $50,000 to $100,000 starting in fiscal 2026 (approved May 23, 2025). While still within market benchmarking, investors should monitor alignment and dilution over time .
- Role concentration: Serving on both Audit and Compensation Committees enhances influence but can increase workload; continued strong attendance and engagement mitigates this risk .
-
Board structure context:
- Combined Chair/CEO model offset by a Lead Director (Mr. House) and regular executive sessions of independent directors per governance guidelines .
Overall, Ms. Littlefield’s finance/infrastructure background and audit expertise, independent status, and lack of conflict disclosures support board effectiveness and compensation oversight credibility, with no specific related-party or attendance red flags disclosed .