individual measurable objectives were established in fiscal 2022. Annual salary levels, annual bonuses, and annual equity awards to our executives are tied to the achievement of these corporate
and, if applicable, individual performance objectives.
Our Board has delegated to a committee of the Board, designated as the Awards
Committee, which consists solely of our chairman of the Board, president and chief executive officer, Mr. McGahn, the authority to grant options and award restricted stock, subject to the terms and conditions of our 2022 Stock Incentive Plan
and any other limitations set by the Board, to employees other than executive officers.
Our Compensation Committee has the authority to
retain compensation consultants and other outside advisors to assist in the evaluation of executive officer compensation.
Anti-Hedging Policy
Our Board has adopted an Insider Trading Compliance Policy, which applies to all of our directors, officers and employees. The policy prohibits
our directors, officers and employees, their family members and any entities they control from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in
transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Companys equity securities, whether such securities were granted as compensation or are otherwise held, directly or indirectly.
Communicating with the Independent Directors
Our Board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate.
Our Corporate Secretary is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the directors as he considers appropriate.
Under procedures approved by a majority of the independent directors, communications or a summary thereof are forwarded to all directors if
they relate to important substantive matters and include suggestions or comments that our Corporate Secretary considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate
strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we tend to receive repetitive or duplicative communications.
Stockholders who wish to send communications on any topic to our Board should address such communications to our Board c/o Corporate Secretary,
American Superconductor Corporation, 114 East Main Street, Ayer, Massachusetts 01432.
Code of Business Conduct and Ethics
We have adopted a written Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our
principal executive officer, principal financial and principal accounting officer, or persons performing similar functions. We have posted a current copy of the code in the Corporate Governance section of the Investors page
of our website, www.amsc.com. In addition, we intend to post on our website all disclosures that are required by law or Nasdaq Rules concerning any amendments to, or waivers from, any provision of our code.
Audit Committee Report
The Audit Committee has reviewed AMSCs audited financial statements for the fiscal year ended March 31, 2023 and has discussed these
financial statements with management and RSM, AMSCs independent registered public accounting firm.
Management is responsible for
AMSCs internal control over financial reporting and the financial reporting process, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or
GAAP. AMSCs independent registered public accounting firm is responsible for performing an audit of AMSCs financial statements in accordance with the standards of
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