David Oliver
AMERICAN SUPERCONDUCTOR CORP /DE/About David R. Oliver, Jr.
David R. Oliver, Jr. (age 83) is an independent director of American Superconductor (AMSC), serving since September 2006. He is a former Executive Vice President and Chief Operating Officer of EADS North America, with prior leadership roles as CEO of its defense division, the United States’ Principal Deputy Undersecretary of Defense for Acquisition and Technology, and Director of Management and Budget for Coalition Forces in Baghdad; he is a retired U.S. Navy Rear Admiral who commanded diesel and nuclear submarines and two submarine groups, and is currently an independent consultant . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EADS North America | EVP & COO | Jan 2008–Dec 2011 | Senior operating leader; defense division CEO for much of four years preceding Jan 2008 |
| EADS North America | Strategic Advisor, M&A | Jan 2012–Jul 2013 | M&A strategy advisory |
| U.S. Department of Defense | Principal Deputy Undersecretary of Defense for Acquisition & Technology | Prior to Baghdad assignment (dates not specified) | Senior acquisition policy leadership |
| Coalition Forces (Baghdad) | Director of Management & Budget | Prior to EADS NA | Budget oversight during conflict operations |
| Westinghouse Electric; Northrop Grumman | Management positions | Not disclosed | Industrial and defense operations experience |
| U.S. Navy | Rear Admiral; commanded submarines and groups; Principal Deputy to Assistant Secretary of the Navy for RDA | Cold War era; final Navy appointment not dated | Multiple commands; decorated with Defense & Navy Distinguished Service Medals and six Legions of Merit |
External Roles
- Public company directorships in the past five years: none disclosed in AMSC proxy .
- Private/non-profit/academic board roles: not disclosed for Mr. Oliver .
Board Governance
- Independence: Board determined Mr. Oliver is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments:
- Audit Committee Chair; designated audit committee financial expert .
- Nominating & Corporate Governance Committee member .
- Current Audit Committee members: Oliver (Chair), Dambier, Donnelly, Littlefield (note: Donnelly joined post Report approval) .
- Nominating & Corporate Governance Committee members: House (Chair), Oliver .
- Board leadership: CEO Daniel P. McGahn serves as Chair; Lead Director role held by Arthur H. House since Aug 1, 2024 through the Annual Meeting .
- Attendance:
- Fiscal 2023: Board met 9 times; each director attended at least 92% of Board and committee meetings during service; all directors attended the 2023 Annual Meeting .
- Fiscal 2024: Board met 9 times; each director attended at least 75% of Board and committee meetings during service; all directors attended the 2024 Annual Meeting .
- Audit oversight signals: Oliver authored the Audit Committee Report recommending inclusion of audited financials in FY2025 10-K; the committee received independence communications from RSM .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer ($) | $35,000 | $50,000 |
| Audit Committee Chair fee ($) | $20,000 | $20,000 |
| Nominating & Corporate Governance Committee member fee ($) | $6,000 | $6,000 |
| Lead Director fee ($) | — | — |
| Total cash fees ($) | $61,000 | $76,000 |
Notes:
- No per‑meeting fees; committee member fees: Audit $12,000; Compensation $9,000; Nominating $6,000; committee chair fees: Audit $20,000; Compensation $15,000; Nominating $12,000 .
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual stock award (shares) | 11,627 (FY award granted 4/5/2023; pro rata rules described generally) | 3,840 (award granted 4/3/2024) |
| Grant date fair value ($) | $46,159 | $50,074 |
| Grant price reference | $3.97 on 4/5/2023 (for FY2023 awards) | $13.04 on 4/3/2024 |
| Options outstanding (year‑end) | 0 | 0 |
Notes:
- Non‑employee director annual equity awards are fully‑vested common stock under the Amended and Restated 2007 Director Plan; options are granted only upon commencement of Board service (Oliver holds none as of FY2024 and FY2025 year‑end) .
- Beginning fiscal 2026, the annual director equity award grant date value will increase from $50,000 to $100,000 .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards (past 5 years) | None disclosed |
| Compensation Committee interlocks | None; Committee members are House (Chair), Klein, Littlefield; no insider participation |
Expertise & Qualifications
- Audit committee financial expert designation .
- Senior defense acquisition and operations leadership; aerospace COO; extensive budgeting and command experience .
Equity Ownership
| Metric | 2024 (Record date: Jun 6, 2024) | 2025 (Record date: May 29, 2025) |
|---|---|---|
| Shares beneficially owned (#) | 58,068 | 60,707 |
| Ownership (% of outstanding) | <1% | <1% |
| Options exercisable/unexercisable (#) | 0 | 0 |
| Shares pledged as collateral | None disclosed; pledging generally prohibited by Insider Trading Policy except limited exceptions | |
| Hedging transactions | Prohibited by Insider Trading Policy |
Governance Assessment
- Strengths: Independent status; Audit Chair and financial expert designation; dual committee service (Audit; Nominating & Corporate Governance); consistent attendance; no related‑party transactions disclosed for fiscal 2024; robust anti‑hedging/pledging policy; strong shareholder support on say‑on‑pay (>91% approval in 2024; >90% in 2023) indicating overall governance alignment .
- Compensation alignment: Director cash retainer increased to market ($50,000) with role‑based fees; equity grants are fully‑vested stock (ownership exposure without performance linkage); planned increase in equity award value starting fiscal 2026 to $100,000 .
- RED FLAGS: None disclosed in filings—no related‑party transactions; acceptable attendance; no pledging; no option repricing; Compensation Committee uses independent consultant (Compensia) with no conflicts identified .