Laura Dambier

About Laura A. Dambier

Laura A. Dambier, age 66, has served as an independent director of AMSC since June 2022. She is President of Insurance Capital Consulting LLC (since July 2022) and previously served as an independent consultant (since January 2017). Her earlier career includes senior leadership at Lincoln Financial Group (1997–2015), culminating as Senior Vice President, Partner Solutions; she also held roles with the U.S. Senate and the American Embassy in Germany. The Board cites her expertise in operations, strategic planning, M&A integration, financial management, risk management, and technology as core credentials for service on AMSC’s Board .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Ms. Dambier is independent under Nasdaq Rule 5605(a)(2) .
• Committees:
  • Audit Committee member; current members: Oliver (Chair), Dambier, Donnelly, Littlefield; met 4 times in fiscal 2024 . She is a signatory on the Audit Committee Report .
  • Not a member of Compensation Committee (House Chair; Littlefield, Klein; met 9 times in fiscal 2024) .
  • Not a member of Nominating & Corporate Governance Committee (House Chair; Oliver; met 4 times in fiscal 2024) .
• Attendance: The Board met 9 times in fiscal 2024; each director attended at least 75% of Board and committee meetings during their service period; all then-current directors attended the 2024 Annual Meeting .
• Board leadership context: CEO also serves as Chair; Lead Independent Director role instituted (House appointed August 1, 2024) .

Fixed Compensation

• Director cash compensation structure in fiscal 2024: annual retainer $50,000; Lead Director $18,000; Committee chairs—Audit ($20,000), Compensation ($15,000), Nominating ($12,000); Committee members—Audit ($12,000), Compensation ($9,000), Nominating ($6,000) .
• Ms. Dambier’s cash fees and total compensation:

Performance Compensation

• Equity awards to non-employee directors:
  • Annual fully-vested stock award: grant date value $50,000; granted 3 business days after fiscal year end; pro-rated for partial service .
  • Commencement option grant: grant date value $40,000; exercise price = fair market value on grant date; vests in equal annual installments over 2 years; 10-year term; full exercisability upon change in control; generally exercisable only while serving or within 60 days thereafter .
  • Program changes: annual director equity award increased to $100,000 beginning in fiscal 2026 (approved May 23, 2025) .

Note: Non-employee director equity awards are not tied to performance metrics; they are time-based or fully vested stock, with commencement options subject to time-vesting .

Other Directorships & Interlocks

Expertise & Qualifications

• Board-cited qualifications: operations, strategic planning, M&A integration, financial management, risk management, technology; extensive leadership in business, government, and not-for-profit organizations .
• Sector experience: Insurance operations and shared services leadership at Lincoln Financial; government experience (U.S. Senate; American Embassy in Germany) .

Equity Ownership

• Unvested stock awards: none held by any non-employee director as of March 31, 2025 .
• Option holdings (aggregate number of shares under option): 10,282 .
• Hedging/pledging: Company policy prohibits hedging and short sales; pledging is prohibited except in limited circumstances with demonstrated capacity to repay without resort to pledged securities .

Governance Assessment

• Strengths:

  • Independence and audit oversight: Independent under Nasdaq; active Audit Committee member; Audit Committee met 4x; Dambier signed the Audit Committee Report, evidencing engagement with financial reporting oversight .
  • Attendance: Met minimum engagement thresholds; attended Annual Meeting alongside peers .
  • Clean conflicts profile: No related person transactions in fiscal 2024 .
  • Policy safeguards: Anti-hedging/short sale policy; clawback policy for executives; director option repricing prohibited without shareholder approval .

• Watch items / potential red flags:

  • Board leadership: CEO also serves as Chair; mitigated by Lead Independent Director appointed in 2024 (House) .
  • Change-in-control treatment: Director options become fully exercisable on change in control, which can be viewed as entrenchment risk if not tightly controlled .
  • Pay trajectory: Annual director equity award doubled from $50,000 to $100,000 starting fiscal 2026, indicating pay inflation risk if not matched to increased responsibilities/market norms .

• Compensation mix and alignment:

  • Cash and equity mix is balanced; in fiscal 2024, Dambier received $62,000 cash fees and $50,074 equity (fully vested stock), aligning with standard market practices and providing ongoing equity exposure .
  • Equity awards for directors are not performance-based; alignment relies on share ownership and option exposure rather than metric-driven vesting .

• Committee effectiveness signals:

  • Audit Committee charter responsibilities include risk oversight (financial and non-financial, including information security), internal control monitoring, related party transaction approval, and independent auditor oversight—areas where Dambier participates, supporting investor confidence in financial governance .

Director Compensation Details

Related Party Transactions

• Policy: Audit Committee reviews/approves related person transactions >$120,000; conditions and exclusions specified .
• Disclosures: No related person transactions in fiscal 2024 .