John Kosiba
Senior Vice President, Chief Financial Officer and Treasurer at 
AMERICAN SUPERCONDUCTOR CORP /DE/
AMERICAN SUPERCONDUCTOR CORP /DE/Executive
About John Kosiba
American Superconductor’s CFO and Treasurer since April 4, 2017, John W. Kosiba has led finance, accounting, budgeting, FP&A, and previously managed day‑to‑day operations of AMSC’s Grid business before his CFO appointment . AMSC’s fiscal 2024 (year ended March 31, 2025) delivered $222.8M revenue and $6.0M net income, alongside $28.3M operating cash flow, with Grid revenue up 53% YoY—key drivers that informed above‑target bonus outcomes for executives . Pay design emphasizes operating cash flow, revenue, and opex control for annual bonuses, plus multi‑year performance shares tied to non‑GAAP profitability quarters—aligning incentives to cash discipline and profitable growth .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American Superconductor (AMSC) | Senior Vice President, CFO & Treasurer | Apr 2017 – Present | Leads finance, accounting, budgeting, strategic/financial planning; previously managed day‑to‑day Grid segment operations . |
| American Superconductor (AMSC) | SVP, Gridtec Solutions & Finance Operations | Pre‑Apr 2017 | Oversaw finance/FP&A; managed Grid business operations . |
| American Superconductor (AMSC) | VP, Finance Operations | Sep 2011 – May 2013 | Led finance operations . |
| American Superconductor (AMSC) | Managing Director, Finance Operations | Jun 2010 – Sep 2011 | Finance operations leadership . |
| Amphenol Aerospace (Amphenol Corp.) | Division Director & Controller | Jan 2008 – Jun 2010 | Ran division finance, accounting, budgeting, audit, FP&A . |
Fixed Compensation
AMSC’s fiscal year ends March 31; “Fiscal 2024” refers to the year ended March 31, 2025 .
- Base salary reset effective May 27, 2024: raised to $420,000 from $380,000 based on performance and market data . Target bonus opportunity for fiscal 2024 set at 70% of base salary .
Multi‑year cash compensation (reported):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 365,000 | 375,961 | 412,308 |
| Non‑Equity Incentive Plan Compensation ($) | 105,394 | 446,880 | 483,630 |
Fiscal 2024 target design (one‑year detail):
| Component | Fiscal 2024 |
|---|---|
| Target annual bonus (% of base) | 70% |
| Base salary change | Increased to $420,000 effective May 27, 2024 |
Performance Compensation
Annual bonus metrics and outcomes (Fiscal 2024):
| Metric | Weight | Threshold | Target | Maximum | Actual/Result | Payout (% of target) |
|---|---|---|---|---|---|---|
| Operating Cash Flow | 50% | $(4.0)M | $0 | $10M | $28.3M | 200% |
| Revenues | 25% | — | $150.0M | $187.5M | 116% of target | 164% |
| Operating Expenses (ex‑SBC, D&A, etc.) | 25% | $47.0M | $39.2M | $29.4M | 98% of target | 94% |
| Overall payout | — | — | — | — | — | 165% of target; payout $483,630 |
Long‑term equity awards (Fiscal 2024 grants):
| Award | Grant date | Size | Vesting/Performance | Notes |
|---|---|---|---|---|
| Time‑based RS | Sep 26, 2024 | 30,000 sh | 1/3 on each of Jun 5, 2025/2026/2027, cont. service | Part of annual LTI mix . |
| Performance‑based RS | Sep 26, 2024 | 60,000 sh (max) | Vests based on number of fiscal quarters with non‑GAAP net income during 7/1/2024–6/30/2027; threshold 15,000, target 30,000, max 60,000; require cont. service through certification | At target and max, 50% and 66 2/3% of LTI were performance‑based, respectively . |
Recently‑completed performance cycle:
- For the 2022–2024 cycle, Board certified cumulative organic revenues of $423,976,467 (above max), causing 50,000 Kosiba performance shares to vest (certified May 23, 2025) .
Equity Ownership & Alignment
Beneficial ownership (as of May 29, 2025):
| Holder | Shares beneficially owned | % Outstanding | Footnotes |
|---|---|---|---|
| John W. Kosiba, Jr. | 423,995 | 1.0% | Includes 301,000 shares subject to transfer restrictions/forfeiture and 9,719 shares via AMSC 401(k) plan . |
Outstanding equity (as of March 31, 2025):
| Category | Shares | Valuation reference |
|---|---|---|
| Time‑based RS unvested | 25,000 (Oct 2022 grant; fully vested May 19, 2025) | Valued at $453,500 using $18.14/share on 3/31/25 |
| Time‑based RS unvested | 28,000 (Jun 15, 2023 grant; vests 2025/2026) | $507,920 at $18.14 |
| Time‑based RS unvested | 30,000 (Sep 26, 2024 grant; vests 2025–2027) | $544,200 at $18.14 |
| Performance RS unearned | 50,000 (FY22–FY24 cycle; vested after 5/23/25) | $907,000 at $18.14 |
| Performance RS unearned | 63,000 (FY23–FY26 cycle, max scenario) | $1,142,820 at $18.14 |
| Performance RS unearned | 60,000 (FY24–FY27 cycle, max scenario) | $1,088,400 at $18.14 |
Forthcoming vesting calendar (supply overhang):
- 10,000 time‑based RS on each of Jun 5, 2025/Jun 5, 2026/Jun 5, 2027 from FY24 grant .
- 14,000 time‑based RS on each of Jun 10, 2025 and Jun 10, 2026 from FY23 grant .
- FY24–FY27 performance RS eligible at cycle end (post‑Jun 30, 2027) subject to non‑GAAP net income quarters and continued service .
Alignment safeguards:
- Hedging/short sales prohibited; pledging prohibited except in limited cases with demonstrated capacity to repay without resort to pledged stock .
- No executive stock options granted since April 2014; emphasis on RS and PBRSU; as of 3/31/25, no options outstanding for NEOs .
Employment Terms
Severance and change‑in‑control (CIC):
- Cash severance period: 18 months of salary continuation for CFO .
- CIC cash: If terminated without cause or resigns for good reason within 12 months post‑CIC, also receives prorated target bonus (double‑trigger for cash) .
- Equity acceleration: All restricted stock awards provide for full vesting acceleration upon a change in control (single‑trigger on equity) .
Illustrative values (assuming qualifying termination/CIC as of Mar 31, 2025):
| Item | Amount |
|---|---|
| Salary continuation | $630,000 |
| Employee benefits | $41,875 |
| Prorated bonus (if within 12 months post‑CIC) | $294,000 |
| Value of RS acceleration (upon CIC) | $4,643,840 (at $18.14/share) |
Clawback and insider policy:
- Clawback compliant with SEC/Nasdaq Rule 10D‑1; recovery of erroneously awarded incentive compensation on restatement (pre‑tax) within lookback period .
- Insider Trading Policy prohibits hedging/short sales and restricts pledging; full policy referenced in filings .
Tenure and start date:
- CFO & Treasurer effective April 4, 2017 .
Compensation Structure Analysis
- Greater pay at risk and performance linkage: 85–89% of NEO total comp “at risk” in fiscal 2024 via bonus + equity; at target and max, 50% and 66 2/3% of LTI is performance‑based, respectively .
- Fiscal 2024 base salary increase to $420K recognizes prior‑year performance and market competitive positioning; target bonus set at 70% of base .
- Bonus outcomes reflect execution: operating cash flow far exceeded max ($28.3M), revenue above target, and disciplined opex management, yielding 165% of target payout .
- Strong shareholder support: 91% “say‑on‑pay” approval at August 2, 2024 annual meeting; no material changes made in response .
- Market context: Compensation decisions informed by independent consultant (Compensia) and a peer group spanning industrial/tech components and energy tech (e.g., Bloom Energy, Shoals Technologies Group, Powell Industries, Preformed Line Products) .
Performance & Track Record
- Fiscal 2024 results: Revenue $222.8M (vs. $145.6M FY23), net income $6.0M (vs. $11.1M loss FY23), operating cash flow $28.3M (vs. $2.1M FY23). Grid unit revenue +53% to $187.2M; orders ~$320M; 12‑month backlog +44% to $200.9M .
- Strategic execution: Added Canadian naval contract ($75M), ECS orders from Inox Wind (~$12M), and NWL acquisition to broaden product reach .
Related Party and Governance Checks
- No related party transactions in fiscal 2024 per policy-governed review by Audit Committee .
- Compensation Committee fully independent; uses external advisor; company maintains anti‑hedging/pledging policy and clawback policy .
Investment Implications
- Compensation alignment: Bonus weighting to operating cash flow, revenue, and opex plus PBRSUs tied to sustained non‑GAAP profitability create strong incentives for cash discipline and profitable growth—consistent with the FY24 execution that produced positive NI and robust cash flow .
- Supply overhang manageable: Time‑based vesting of 10k/14k lots in mid‑2025 and 2026, with performance shares deferred to post‑FY27 cycle end; no option overhang and anti‑hedging/pledging policies reduce forced‑sale risks .
- Retention/CIC: 18‑month severance and double‑trigger cash with single‑trigger equity acceleration provide moderate retention and CIC economics; awareness of potential substantial equity vesting value on CIC is warranted ($4.64M illustrative) .
- Shareholder sentiment supportive: 91% say‑on‑pay in 2024 and no related‑party issues indicate low governance friction around pay .