Daniel McGahn
AMERICAN SUPERCONDUCTOR CORP /DE/About Daniel McGahn
Daniel P. McGahn, age 53, is AMSC’s Chairman since July 2018, Chief Executive Officer since June 2011, and President since December 2009; earlier roles include COO and leadership in the AMSC Superconductors unit, with prior experience as EVP and Chief Marketing Officer at Konarka Technologies . Under McGahn’s leadership, fiscal 2024 revenue reached $222.8 million and net income was $6.0 million, with operating cash flow of $28.3 million, reflecting execution on Grid-focused growth and improved operations . The company’s measured Total Shareholder Return metric showed a value of $331.02 for FY2024 in the SEC “Pay Versus Performance” disclosure, contextualizing investor returns over the 5-year measurement window . Board governance balances McGahn’s dual CEO/Chair role with a Lead Independent Director (Arthur House, appointed August 1, 2024) and fully independent Audit, Compensation, and Nominating committees .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AMSC | Chairman of the Board | Jul 2018–present | Combined chair/CEO structure; sets agenda focus; supported by Lead Director . |
| AMSC | Chief Executive Officer | Jun 2011–present | Led Grid-centric growth strategy, profitability and cash generation improvements . |
| AMSC | President | Dec 2009–present | Oversees overall operations and strategic execution . |
| AMSC | Chief Operating Officer | Dec 2009–May 2011 | Operational leadership during transition to growth strategy . |
| AMSC | SVP & GM, AMSC Superconductors | May 2008–Dec 2009 | Business unit leadership in superconductors . |
| AMSC | VP, AMSC Superconductors | Jan 2008–May 2008 | Business unit leadership . |
| AMSC | VP, Strategic Planning & Development | Dec 2006–Jan 2008 | Corporate strategy and development . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Konarka Technologies | EVP & Chief Marketing Officer | 2003–2006 | Power electronics/technology commercialization experience relevant to AMSC’s markets . |
Fixed Compensation
| Metric | FY 2022 (ended Mar 31, 2023) | FY 2023 (ended Mar 31, 2024) | FY 2024 (ended Mar 31, 2025) |
|---|---|---|---|
| Base Salary ($) | $525,000 | $579,808 | $652,500 (rate raised to $665,000 effective May 27, 2024) |
| Target Bonus (% of Base) | Not disclosed | Not disclosed | 100% |
| Target Bonus ($) | Not disclosed | Not disclosed | $665,000 |
| Actual Annual Cash Bonus Paid ($) | $275,625 | $1,008,000 | $1,093,925 |
| Stock Awards – Grant Date Fair Value ($) | $1,130,000 | $1,697,500 | $4,248,000 |
| All Other Compensation ($) | $11,151 | $11,901 | $20,628 |
| Total Compensation ($) | $1,941,776 | $3,297,209 | $6,015,053 |
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout vs Target | CEO Payout ($) |
|---|---|---|---|---|---|---|---|
| Operating Cash Flow | 50% | $(4.0M) | $0 | $10M | $28.3M | 200% | $665,000 |
| Revenues | 25% | $120.0M | $150.0M | $187.5M | 116% of target | 164% | $272,650 |
| Operating Expenses (adjusted) | 25% | $47.0M | $39.2M | $29.4M | 98% of target | 94% | $156,275 |
| Total Cash Bonus | — | — | — | — | — | 165% of target | $1,093,925 |
Long-Term Equity Incentives (FY2024 awards and vesting conditions):
- Time-based restricted stock: 60,000 shares granted 9/30/2024; vests in equal installments on June 5, 2025, June 5, 2026, and June 5, 2027; grant date fair value $1,416,000 .
- Performance-based restricted stock: 120,000 shares granted 9/30/2024; vests based on number of fiscal quarters with non-GAAP net income during 7/1/2024–6/30/2027; threshold 30,000 shares; target 60,000; max 120,000; grant date fair value $2,832,000 .
- Prior cycle certification: 150,000 performance shares (granted 10/31/2022) vested in full upon Board certification of maximum cumulative organic revenues ($423,976,467) for FY2022–FY2024 on 5/23/2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of May 29, 2025) | 1,317,245 shares (3.3% of outstanding) . |
| Components/Notes | Includes 636,667 shares subject to transfer restrictions and risk of forfeiture; includes 12,759 shares via AMSC’s 401(k) plan . |
| Options | Company has not granted executive officer stock options since April 2014; none outstanding for CEO . |
| Unvested Time-Based RS (selected) | 33,334 (granted 10/31/2022; fully vested by 5/19/2025), 66,667 (granted 6/15/2023; remaining vests on 6/10/2025 and 6/10/2026), 60,000 (granted 9/30/2024; vests 2025–2027) . |
| Unearned Performance RS (selected) | 150,000 (FY2023 cycle; vested at max 5/23/2025), 150,000 (FY2023–FY2026 cycle outstanding), 120,000 (FY2024–FY2027 cycle outstanding) . |
| Market Values (3/31/2025 close $18.14) | Examples: unvested time-based 60,000 = $1,088,400; unearned 120,000 = $2,176,800; full acceleration value upon CoC estimated at $10,521,218 . |
| Hedging/Pledging | Hedging prohibited; pledging prohibited except limited cases with demonstrated capacity; short sales prohibited . |
Option Exercises and Stock Vested (FY2024):
- Shares vested: 121,666; value realized on vesting: $2,339,205 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (no CoC) | Salary and benefits continuation upon termination without cause (other than death/disability); CEO: 24 months salary continuation . |
| Severance (within 12 months after CoC) | If terminated without cause or for good reason within 12 months of CoC: salary/benefits continuation plus lump-sum prorated target bonus; CEO prorated bonus example: $665,000 . |
| Change-in-Control equity | Restricted stock fully accelerates upon a change in control (single-trigger equity acceleration) . |
| Estimated Severance Values (as of 3/31/2025) | Salary continuation $1,330,000; benefits $55,833; prorated bonus $665,000 (if terminated within 12 months of CoC) . |
| Equity Acceleration Value (as of 3/31/2025) | $10,521,218 (accelerated restricted stock at $18.14/share) . |
| Clawback | Nasdaq/SEC Rule 10D-1 compliant policy; recoupment of erroneously awarded incentive comp upon restatement . |
| Insider Trading Policy | Prohibits hedging, short sales, and generally pledging; details in policy and Form 10-K exhibit references . |
Board Governance
- Dual role: CEO also serves as Chairman; Board cites familiarity and efficiency; Lead Independent Director (Arthur House) appointed Aug 1, 2024 to mitigate dual-role governance concerns .
- Committee independence: Audit, Compensation, and Nominating & Corporate Governance committees fully independent; current compositions listed; McGahn is not a member of the standing committees .
- Awards Committee: Board delegated equity grant authority for non-executive employees to the Awards Committee, consisting solely of McGahn, under the company’s stock plan, with Board-set limits .
- Attendance: Board met nine times in FY2024; each director attended at least 75% of meetings; all directors attended the 2024 Annual Meeting .
- Independence determinations: Independent directors are Dambier, Donnelly, House, Klein, Littlefield, and Oliver per Nasdaq rules .
- Director pay: McGahn receives no separate director compensation; non-employee director retainer increased to $50,000 in FY2024; committee retainers detailed; equity awards increased for FY2026 grants .
Compensation Structure Analysis
- Mix and “at risk” pay: Long-term equity incentives comprised ~69–71% of total compensation for NEOs; total “at risk” compensation 85–89% for FY2024, emphasizing performance alignment .
- Shift to RS over options: Company stopped granting executive options since April 2014; uses time- and performance-based restricted stock to reduce dilution and strengthen motivation .
- FY2024 changes: CEO base salary increased from $600,000 to $665,000 effective May 27, 2024; target bonus set at 100% of base; long-term equity awards included significant performance-based components tied to non-GAAP net income quarters .
- Say-on-Pay support: 91% approval in 2024; no material changes made in response .
Performance & Track Record
| Metric/Accomplishment | FY2024 Outcome |
|---|---|
| Revenue | $222.8M (vs $145.6M FY2023) . |
| Net Income | $6.0M (vs $(11.1)M FY2023) . |
| Operating Cash Flow | $28.3M (vs $2.1M FY2023) . |
| Orders/backlog | ~$320M bookings; 12-month backlog up 44% to $200.9M . |
| Grid revenue | $187.2M (+53% YoY); 84% of total revenue . |
| Strategic actions | $75M Canadian navy ship protection award; ~$12M wind ECS orders; NWL acquisition to expand power conversion offerings . |
Equity Ownership & Alignment Details (Vesting and Unvested)
| Category | Shares | Market Value ($) at $18.14 |
|---|---|---|
| Unvested time-based RS (select line items) | 33,334; 66,667; 60,000 | $604,679; $1,209,339; $1,088,400 . |
| Unearned performance RS (outstanding cycles) | 150,000; 120,000 | $2,721,000; $2,176,800 . |
| Vested FY2024 | 121,666 | $2,339,205 value realized . |
| Beneficial ownership total | 1,317,245 | N/A; includes restricted and 401(k) holdings . |
Employment & Contracts
- Severance durations: CEO 24 months salary and benefits continuation; prorated target bonus only if termination within 12 months of change-in-control .
- Equity acceleration: Full acceleration of RS upon change-in-control, independent of termination (single-trigger equity) .
- Estimated values (3/31/2025): Salary continuation $1,330,000; benefits $55,833; prorated bonus $665,000; RS acceleration $10,521,218 .
- Clawback and trading restrictions: Robust clawback per SEC/Nasdaq, prohibitions on hedging/shorting and generally pledging shares .
Compensation Peer Group (Benchmarking)
Peer set used in FY2024 analysis included 18 companies such as Allied Motion Technologies, Ballard Power Systems, Blink Charging, Bloom Energy, Energy Recovery, Powell Industries, Preformed Line Products, Shoals Technologies, Thermon Group, Twin Disc, Ultralife, and others; the committee used peer and survey data to assess competitiveness without hard benchmarking percentiles .
Related Party Transactions and Red Flags
- Related party transactions: None in FY2024 per Audit Committee policy .
- Options repricing: No; options have not been granted to executive officers since April 2014 .
- Hedging/pledging: Prohibited (pledging allowed only in limited, high-capacity cases); short sales prohibited .
- Say-on-Pay: Strong support (91%) .
Investment Implications
- Strong pay-for-performance alignment: FY2024 bonus metrics centered on cash generation, revenue growth, and cost control; actual payout at 165% of target reflects materially above-max cash flow performance and meaningful revenue scaling .
- Equity leverage and supply overhang: Significant performance RS vesting in May 2025 (150,000 shares) and sizable outstanding performance/time-based awards could create episodic selling pressure as tranches vest; monitor trading windows and vesting dates for supply signals .
- Change-in-control economics: Single-trigger equity acceleration paired with double-trigger cash severance could produce notable dilution/value transfer in a sale; equity acceleration value estimated at ~$10.5M as of 3/31/2025 at $18.14/share .
- Governance mitigants: Lead Independent Director and fully independent committees offset dual-role risks; CEO receives no director pay; insider trading policy and clawback tighten alignment and reduce risk .
- Execution track record: FY2024 revenue, profitability, and backlog metrics demonstrate operational delivery; continuation of performance-based equity linked to non-GAAP profitability quarters aligns incentives with sustained earnings generation .