Margaret Klein
AMERICAN SUPERCONDUCTOR CORP /DE/About Margaret D. Klein
Independent director at AMSC since June 2022. Age 68. Professor of ethical leadership at the Naval War College; former Dean of the College of Leadership and Ethics (2017–2022). Retired U.S. Navy Rear Admiral with senior roles including Secretary of Defense’s Advisor for Military Professionalism, Chief of Staff for U.S. Cyber Command, and Director of Operations for the Navy’s Network Warfare Command, with extensive combat and command experience. Core credentials: leadership development, ethics, cyber and national security operations.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | Secretary of Defense’s Advisor for Military Professionalism | Prior to 2017 (during Navy career) | Senior advisor on professional conduct/ethics |
| U.S. Cyber Command | Chief of Staff | Prior to 2017 | Senior leadership in cyber operations |
| U.S. Navy – Network Warfare Command | Director of Operations | 2008 | Operations leadership in network warfare |
| U.S. Naval Forces | Commander, task force (5 ships, 30 aircraft, 3,300 personnel) | 2011 | Combat operations leadership in Mediterranean |
| U.S. Naval Academy | 82nd Commandant of Midshipmen | Prior to 2017 | Oversaw 4,400 officer candidates; leadership development |
| U.S. Navy | Various command roles incl. aviation squadron and wing | 1981–2017 | Senior command and management roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Naval War College | Professor of Ethical Leadership | 2017–present | Dean of the College of Leadership and Ethics (2017–Dec 2022) |
Board Governance
- Independence: The Board determined Ms. Klein is independent under Nasdaq Rule 5605(a)(2).
- Committee assignments: Compensation Committee member (committee met 9 times in fiscal 2024; chair: Arthur House; other member: Barbara Littlefield). Not on Audit or Nominating & Corporate Governance.
- Board structure and oversight: CEO serves as Chair; independent Lead Director (Arthur House) appointed Aug 1, 2024 with defined authorities; independent directors meet in executive session; risk oversight allocated across committees.
- Attendance: Board met 9 times in fiscal 2024; each director attended at least 75% of Board and committee meetings during their service. All then-current directors attended the 2024 Annual Meeting.
- Related-party/Conflicts: No related person transactions in fiscal 2024. Audit Committee oversees related-party transaction reviews under written policy.
- Policies: Company-wide Insider Trading Policy prohibits hedging and restricts pledging; Clawback Policy adopted per Nasdaq/SEC (executives).
Fixed Compensation
- Non-employee director cash retainer (fiscal 2024 program): $50,000 annual retainer; committee chairs—Audit $20,000, Compensation $15,000, Nominating & Corporate Governance $12,000; committee members—Audit $12,000, Compensation $9,000, Nominating & Corporate Governance $6,000; Lead Director: additional $18,000.
- Klein’s director pay (reported):
- Fiscal 2023 (year ended 3/31/2024): Cash fees $44,000; stock awards $37,306; total $81,306.
- Fiscal 2024 (year ended 3/31/2025): Cash fees $59,000; stock awards $50,074; total $109,074.
| Metric | Fiscal 2023 | Fiscal 2024 |
|---|---|---|
| Cash fees (USD) | $44,000 | $59,000 |
| Stock awards (USD) | $37,306 | $50,074 |
| Total (USD) | $81,306 | $109,074 |
Notes:
- Annual equity grant structure for non-employee directors: fully-vested common stock equal to $50,000 grant-date value; Klein received 3,840 shares on April 3, 2024 (grant value $50,074 at $13.04).
- Effective fiscal 2026, annual director equity grant will increase to $100,000 (structure otherwise unchanged).
Performance Compensation
- Non-employee director equity is not subject to performance metrics; annual grants are fully vested stock (not options) with fixed grant-date value.
- Upon initial board service, directors receive an option grant valued at $40,000 that vests over two years; options become fully exercisable upon a change in control.
Other Directorships & Interlocks
- Other public company directorships (past 5 years): None disclosed in AMSC proxy biography.
- Compensation Committee interlocks: The Compensation Committee (House—Chair, Klein, Littlefield) reported no interlocks; no member was an AMSC officer or employee and no relationships required disclosure under Item 404.
Expertise & Qualifications
- Leadership and ethics (professor and former Dean, Naval War College).
- Cybersecurity and network warfare operations (U.S. Cyber Command Chief of Staff; Director of Operations, Navy Network Warfare Command).
- Large-scale command, crisis operations, and talent development (task force command; Commandant of Midshipmen).
Equity Ownership
- Ownership alignment:
- As of May 29, 2025: 26,158 shares beneficially owned, including 10,282 options; <1% of outstanding.
- As of June 6, 2024: 23,519 shares beneficially owned, including 10,282 options; <1% of outstanding.
| Metric | Jun 6, 2024 | May 29, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 23,519 (incl. 10,282 options) | 26,158 (incl. 10,282 options) |
| % of common stock | <1% | <1% |
| Director options outstanding (count) | 10,282 | 10,282 |
Policy safeguards:
- Hedging prohibited; pledging restricted (limited exception with financial capacity). Applies to directors.
Governance Assessment
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Strengths
- Independent director with deep leadership/ethics and cyber operations expertise—well-suited for Compensation Committee oversight and broader risk discussions.
- Formal independence determination; no related-party transactions; robust related-person transaction policy overseen by Audit Committee.
- Strong board engagement indicators: Board met 9 times in FY2024; each director met ≥75% attendance; directors attended 2024 Annual Meeting.
- Shareholder alignment signals: anti-hedging/limited pledging policy in place; high Say-on-Pay support (91%+ in 2024; 90%+ in 2023).
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Watch items
- Board leadership remains combined CEO/Chair; Lead Independent Director mitigates but some investors prefer an independent chair.
- Director pay reset: cash retainer increased in FY2024 and equity grant doubling to $100,000 from FY2026—market-driven but monitor for pay inflation relative to company scale.
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No red flags identified
- No compensation committee interlocks or insider relationships; no related-party transactions disclosed for FY2024.