Terence Donnelly
AMERICAN SUPERCONDUCTOR CORP /DE/About Terence R. Donnelly
Terence R. Donnelly (age 64) joined AMSC’s Board in May 2025 as an independent director. He is an independent consultant since January 2024 and previously served as ComEd’s President & Chief Operating Officer (2018–2023), with prior senior roles at ComEd and PECO, both Exelon subsidiaries, overseeing operations, reliability, engineering, technology, construction, safety, customer satisfaction, financial management, and smart grid development . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commonwealth Edison (ComEd, Exelon) | President & COO | May 2018–Dec 2023 | Led overall performance across reliability, operations, engineering, technology, construction, safety, customer satisfaction, financial management, smart grid development |
| ComEd and PECO (Exelon subsidiaries) | Various executive roles of increasing responsibility | Jun 1983–2018 | Extensive operational and financial leadership across electric utility operations |
| Independent Consultant | Consultant | Jan 2024–present | Advisory work leveraging power grid operational expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy |
Board Governance
- Board independence: Donnelly, along with Dambier, House, Klein, Littlefield, Oliver, was determined independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Member, Audit Committee (current members: Oliver—Chair, Dambier, Donnelly, Littlefield). The Audit Committee met 4 times in fiscal 2024. Donnelly was not on the committee when the Audit Committee Report was approved (footnote) .
- Lead Independent Director: Arthur H. House appointed Lead Director on August 1, 2024, serving until the Annual Meeting .
- Attendance: The Board met 9 times in fiscal 2024; each director (serving during fiscal 2024) attended at least 75% of Board and committee meetings. Directors are expected to attend the Annual Meeting; all then-current directors attended the 2024 Annual Meeting .
- Nomination: Donnelly was recommended to the Nominating & Corporate Governance Committee by the CEO .
Fixed Compensation
AMSC’s disclosed non-employee director compensation structure:
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (directors) | $50,000 | Increased from $35,000 effective fiscal 2024 |
| Lead Director cash retainer | $18,000 | Increased from $12,000 effective fiscal 2024 |
| Committee chair cash retainers | Audit: $20,000; Compensation: $15,000; Nominating & Corporate Governance: $12,000 | Effective fiscal 2024 |
| Committee member cash retainers (non-chair) | Audit: $12,000; Compensation: $9,000; Nominating & Corporate Governance: $6,000 | Effective fiscal 2024 |
| Meeting fees | None | No per meeting fees |
| Annual equity award (stock) | $50,000 grant value | Granted three business days after fiscal year-end; subject to proration for partial year service |
| New director option grant | $40,000 grant value | Upon commencement of Board service; vests over two years; 10-year term; becomes exercisable in full upon change in control |
| Fiscal 2026 change | Annual director equity award increased to $100,000 from fiscal 2026 onward | Approved May 23, 2025; structure otherwise unchanged |
Performance Compensation
- No director-specific performance-based compensation disclosed; annual equity awards for directors are fully-vested stock (annual) and commencement options with time-based vesting, not performance metrics .
Other Directorships & Interlocks
| Individual | Current Public Boards | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| Terence R. Donnelly | None disclosed | — | CEO recommended his nomination; Board determined independence; no related party transactions reported |
Expertise & Qualifications
- Electric utility operations leader: Oversight of large-scale power grid operations serving >4M customers in northern Illinois (ComEd) and >1.7M electric customers in SE Pennsylvania (PECO), with broad responsibility for reliability, engineering, technology, construction, safety, customer satisfaction, financial management, and smart grid development .
- Board rationale: The Board cites his extensive operational and financial knowledge and executive-level experience in the electric power industry as qualifications .
Equity Ownership
Beneficial ownership (as of May 29, 2025):
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Terence R. Donnelly | — | <1% |
Policy alignment:
- Hedging prohibited; pledging prohibited except in limited circumstances requiring demonstrated capacity to repay without resort to pledged shares; short sales prohibited .
Governance Assessment
- Independence and committee work: Donnelly is an independent director and member of the Audit Committee, aligning with strong oversight of financial reporting and risk; however, his nomination by the CEO is a modest governance caution, mitigated by the Board’s formal independence determination .
- Engagement signals: Strong shareholder support in first election—Donnelly received 22,695,123 “For” votes with 126,125 withheld; broker non-votes 8,604,238 across director elections, indicating broad investor endorsement .
- Director compensation structure: Balanced cash retainers plus equity aligned with peer practice; no meeting fees reduce incentives for excessive meeting cadence; future increase to equity grant to $100,000 from fiscal 2026 may raise dilution concerns but remains within disclosed governance constraints (no repricing, no single trigger, no tax gross-ups) .
- Related-party transactions: None reported for fiscal 2024, lowering conflict risk .
- Shareholder feedback: Say-on-pay approval at 2025 Annual Meeting (For: 20,894,503; Against: 1,789,738; Abstain: 137,007; broker non-votes: 8,604,238) reflects investor confidence in compensation governance .
RED FLAGS
- CEO recommended the nominee (Donnelly), which can raise independence optics; mitigated by formal independence determination and committee composition .
- No personal stock ownership disclosed as of the record date (dash), which may indicate lower immediate alignment; commencement option grant policy and annual equity awards should build alignment over time .
SUPPORTING APPENDIX: Shareholder Vote Outcomes (Confidence Indicators)
| Proposal | 2025 Result |
|---|---|
| Director Elections (incl. Donnelly) | Donnelly For: 22,695,123; Withheld: 126,125; Broker non-votes: 8,604,238 |
| Auditor Ratification (RSM US LLP) | For: 31,161,683; Against: 68,299; Abstain: 195,504 |
| Say-on-Pay | For: 20,894,503; Against: 1,789,738; Abstain: 137,007; Broker non-votes: 8,604,238 |