text:
Filed by the Registrant ⌧
Filed by a Party other than the Registrant ◻
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
⌧
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12
No fee required.
Fee paid previously with preliminary materials.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 11:00 a.m. Pacific Time on Friday, June 10, 2022
Dear Stockholders of Amphastar Pharmaceuticals, Inc.:
Please be advised that the 2022 annual meeting of stockholders (the "Annual Meeting") of Amphastar Pharmaceuticals, Inc., (or the "Company" or "Amphastar") a Delaware corporation, will be conducted virtually via a live webcast at www.virtualshareholdermeeting.com/AMPH2022 on Friday, June 10, 2022 at 11:00 a.m. Pacific Time. The Annual Meeting will be conducted for the following purposes, as more fully described in the accompanying proxy statement:
To elect three Class III directors to hold office for a three-year term and until their respective successors are duly elected and qualified or until such director's earlier death, resignation or removal;
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022;
To approve, on an advisory basis, the compensation of our named executive officers; and
To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
Our Board of Directors has fixed the close of business on April 13, 2022 as the record date for the Annual Meeting. Only stockholders of record on April 13, 2022 are entitled to notice and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. If you plan on attending this year's virtual Annual Meeting as a stockholder, please go to www.virtualshareholdermeeting.com/AMPH2022. Please have the information that is printed in the box marked by the arrow available and follow the instructions.
On or about April 23, 2022, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access both our proxy statement and our 2022 annual report online. This Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. Please note that the proxy statement and our annual report can be accessed directly at the following Internet address http://ir.amphastar.com/financial-information/annual-reports. You can also access our proxy materials by (1) visiting www.ProxyVote.com, (2) calling 1-800-579-1639, or (3) sending an e-mail to sendmaterial@proxyvote.com. All you have to do is enter the control number located on your proxy card.
YOUR VOTE IS IMPORTANT. Whether or not you plan to virtually attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone or mail.
We appreciate your continued support of Amphastar Pharmaceuticals, Inc. and look forward to your attendance at the Annual Meeting and/or receiving your proxy.
By order of the Board of Directors,
Jack Yongfeng Zhang
Chief Executive Officer, President, Chief Scientific Officer and Director
Mary Ziping Luo
Chief Operating Officer, Chief Scientist and Chairman
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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Nominees for Director
Continuing Directors
Director Independence
Board Leadership Structure
Board Diversity Matrix
ESG Board Oversight Framework
Board Meetings and Committees
Compensation Committee Interlocks and Insider Participation
Considerations in Evaluating Director Nominees
Stockholder Recommendations for Nominations to the Board of Directors
Communications with the Board of Directors
Annual Board and Committee Self-Assessment
Risk Oversight
Non-Employee Director Compensation
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Vote Required
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Fees Paid to the Independent Registered Public Accounting Firm
Auditor Independence
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
PROPOSAL NO. 3 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
REPORT OF THE AUDIT COMMITTEE
Compensation Discussion and Analysis
Fiscal 2021 Summary Compensation Table
Outstanding Equity Awards at 2021 Year-End
2021 Grants of Plan-Based Awards
2021 Options Exercises and Stock Vested
Equity Compensation Plan Information
2021 Nonqualified Deferred Compensation Plan
Potential Payments upon Termination or Change in Control
CEO Pay Ratio
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
RELATED PERSON TRANSACTIONS
Policies and Procedures for Related Party Transactions
Fiscal Year 2021 Annual Report and SEC Filings
ANNEX A – Reconciliation of GAAP to Non-GAAP Financial Measures
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PROXY STATEMENT
FOR 2022 ANNUAL MEETING OF STOCKHOLDERS
This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors for use at the 2022 annual meeting of stockholders of Amphastar Pharmaceuticals, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof (the "Annual Meeting"). The Annual Meeting will be conducted virtually via a live webcast at www.virtualshareholdermeeting.com/AMPH2022 on Friday, June 10, 2022 at 11:00 a.m. Pacific Time. You will be able to vote and submit questions during the meeting at that website. In order to access information and ask questions, please have the information that is printed in the box marked by the arrow available and follow the instructions. The Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 23, 2022 to all stockholders entitled to vote at the virtual Annual Meeting.
The information provided in the "question and answer" format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.
What matters am I voting on?
You will be voting on:
● the election of three Class III directors to hold office for a three-year term and until their respective successors are duly elected and qualified or until such director's earlier death, resignation or removal;
● a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022;
● to approve, on an advisory basis, the compensation of our named executive officers; and
● any other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
How does the Board of Directors recommend I vote on these proposals?
Our Board of Directors recommends a vote:
● "FOR" the election of Jack Yongfeng Zhang, Richard Prins and Diane Gerst as Class III directors;
● "FOR" the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2022; and
● "FOR" the approval, on an advisory basis, of the compensation of our named executive officers.
Who is entitled to vote?
Holders of our common stock as of the close of business on April 13, 2022, the record date, may vote at the Annual Meeting. As of the record date, there were 48,811,729 shares of our common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of our common stock held by them on the record date. We do not have cumulative voting rights for the election of directors.
Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote at the Annual Meeting.
Street Name Stockholders. If shares of our common stock are held on your behalf in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares held in "street name," and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock at the Annual Meeting unless you follow your broker's procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use. Throughout this proxy, we refer to stockholders who hold their shares through a broker, bank or other nominee as "street name stockholders."
A complete list of these stockholders will be available at our corporate offices at 11570 6th Street, Rancho Cucamonga, California 91730 during regular business hours or website for ten days prior to the Annual Meeting and available during the Annual Meeting. A stockholder may examine the list for any legally valid purpose related to the Annual Meeting.
How many votes are needed for approval of each proposal?
● Proposal No. 1: Each director to be elected by the stockholders of the corporation shall be elected by the affirmative vote of a majority of the votes cast with respect to such director by the shares present or represented by proxy at the Annual Meeting at which a quorum is present and entitled to vote thereon. "Majority of the votes cast" means that the number of votes cast "for" a candidate for director exceeds the number of votes cast "against" that director. Stockholders will be given the choice to cast votes "for" or "against" the election of each director or to "abstain" from such vote. Please note that abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote "against" the proposal. Broker non-votes will have no effect on the outcome of this proposal.
● Proposal No. 2: The ratification of the appointment of Ernst & Young LLP requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting at which a quorum is present and entitled to vote thereon. Please note that abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote "against" the proposal. Broker non-votes will have no effect on the outcome of this proposal.
● Proposal No. 3: The approval, on an advisory basis, of the compensation of our named executive officers, requires the affirmative vote of a majority of the voting power of the shares present or
represented by proxy at the Annual Meeting at which a quorum is present and entitled to vote thereon. Please note that abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote "against" the proposal. Broker non-votes will have no effect on the outcome of this proposal. Although the advisory vote is non-binding, our Board of Directors values stockholders' opinions. The compensation committee will review the results of the vote and, consistent with our record of stockholder responsiveness, consider stockholders' comments and concerns and take into account the outcome of the vote when considering future decisions concerning our executive compensation program.
What is a quorum?
A quorum is the minimum number of shares required to be present at the Annual Meeting for the Annual Meeting to be properly held under our amended and restated bylaws and Delaware law. The presence (including by proxy) of a majority of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions, withhold votes and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.
How do I vote?
If you are a stockholder of record, you can vote in one of the following ways:
● by Internet at http://www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 9, 2022 (have your proxy card in hand when you visit the website);
● by toll-free telephone at 1-800-690-6903 (have your proxy card in hand when you call);
● by completing and mailing your proxy card (if you received printed proxy materials) so that it is received no later than June 9, 2022; or
● by voting at the Annual Meeting by following the instructions at www.virtualshareholdermeeting.com/AMPH2022
If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee in order to instruct your broker, bank or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning an instruction card, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. If you are a street name stockholder, you may not vote your shares at the Annual Meeting unless you obtain a legal proxy from your broker, bank or other nominee.
Can I change my vote?
Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:
● entering a new vote by Internet or by telephone;
● returning a later-dated proxy card;
● notifying the Corporate Secretary of Amphastar Pharmaceuticals, Inc., in writing, at Amphastar Pharmaceuticals, Inc., 11570 6th Street, Rancho Cucamonga, California 91730; or
● following the instructions at www.virtualshareholdermeeting.com/AMPH2022
If you are a street name stockholder, your broker, bank or other nominee can provide you with instructions on how to change your vote.
Do I have to do anything in advance if I plan to attend the Annual Meeting?
The Annual Meeting will be a completely virtual meeting conducted via a live webcast. You are entitled to participate in the annual meeting only if you were a holder of our common stock as of the close of business on April 13, 2022 or if you hold a valid proxy for the Annual Meeting.
You will be able to attend the Annual Meeting online and submit your questions during the meeting www.virtualshareholdermeeting.com/AMPH2022 and entering your control number included in your Notice of Internet Availability Materials, on your proxy card or on the instructions that accompanied your proxy materials.
We encourage you to access the meeting prior to the start time. Online check-in will begin at 10:30 a.m. Pacific Time, and you should allow ample time for the check-in procedures.
Why hold a virtual Annual Meeting?
We decided to hold a virtual meeting this year because of the public health risks associated with gathering our management, directors and stockholders for an in-person meeting during the coronavirus pandemic. We believe this format will also allow for greater participation of our stockholders, particularly since our stockholders' travel may be restricted due to coronavirus. Also, our stockholders will maintain the same rights as they would have at an in-person meeting since they will have the opportunity to ask questions online.
How do I ask questions during the Annual Meeting?
You will be able to attend the Annual Meeting online and submit your questions during the meeting at www.virtualshareholdermeeting.com/AMPH2022 and entering your control number included in your Notice of Internet Availability Materials, on your proxy card or on the instructions that accompanied your proxy materials.
Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Please be advised that questions regarding personal or other matters are not pertinent to meeting matters will not be answered.
How can I get help if I have trouble checking in or listening to the meeting online?
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on www.virtualshareholdermeeting.com/AMPH2022.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our Board of Directors. Jack Yongfeng Zhang, Mary Ziping Luo, and William J. Peters have been designated as proxies by our Board of Directors. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual
Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board of Directors as described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.
Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?
In accordance with the rules of the Securities and Exchange Commission (the "SEC"), we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April 23, 2022 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact of our annual meetings of stockholders.
How are proxies solicited for the Annual Meeting?
Our Board of Directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker or other nominee holds shares of our common stock on your behalf.
Is my vote confidential?
Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Amphastar Pharmaceuticals, Inc. or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation.
How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?
Brokerage firms and other intermediaries holding shares of our common stock in street name for customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole "routine" matter: the proposal to ratify the appointment of Ernst & Young LLP. Your broker will not have discretion to vote on the election of directors, which is a "non-routine" matter, absent direction from you.
Where can I find the voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will file a Current Report on Form 8-K to publish preliminary results and will provide the final results in an amendment to such Current Report on Form 8-K as soon as they become available.
I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?
We have adopted a procedure called "householding," which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at the following address:
Attention: Investor Relations
Stockholders who beneficially own shares of our common stock held in street name may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.
What is the deadline to propose actions for consideration at next year's annual meeting of stockholders or to nominate individuals to serve as directors?
Stockholder Proposals
Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders pursuant to Rule 14a-8 of the Exchange Act by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2023 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than December 15, 2022. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:
Attention: Corporate Secretary
Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our amended and restated bylaws provide that the only business that may be conducted at an annual meeting is business that is (i) brought before the meeting by the corporation and specified in the notice of meeting given by or at the direction of our Board of Directors, (ii) brought before the meeting by or at the direction of our Board of Directors, or (iii) otherwise properly brought before the meeting by a stockholder who (A) was a stockholder of record both at the time of giving the notice and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with all of the notice procedures set forth in our bylaws.
To be timely for our 2023 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:
● not earlier than 8:00 a.m., Pacific time on February 10, 2023; and
● not later than 5:00 p.m., Pacific time on March 12, 2023.
In the event that we hold our 2023 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before such annual meeting and no later than the close of business on the later of the following two dates:
● no earlier than 8:00 a.m., Pacific time on the 90th day prior to the day of our 2023 annual meeting; or
● the 10th day following the day on which public disclosure of the date of such annual meeting was made.
If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.
Nomination of Director Candidates
You may propose director candidates for consideration by our nominating and corporate governance committee. Any such recommendations should include the nominee's name and qualifications for membership on our Board of Directors and should be directed to our Corporate Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see "Board of Directors and Corporate Governance—Stockholder Recommendations for Nominations to the Board of Directors."
In addition, our amended and restated bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our amended and restated bylaws. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our amended and restated bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time period described above under "Stockholder Proposals" for stockholder proposals that are not intended to be included in a proxy statement.
Availability of Bylaws
A copy of our amended and restated bylaws may be obtained by accessing our filings on the SEC's website at http://www.sec.gov. You may also contact our Corporate Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.
Our business affairs are managed under the direction of our Board of Directors, which is currently composed of eight members. Five of our current directors are independent within the meaning of the listing standards of the Nasdaq Stock Market LLC ("Nasdaq"). Our Board of Directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring.
The following table sets forth the names, ages as of April 13, 2022, and certain other information for each of the director nominees and the continuing members of our Board of Directors.
For Which
Richard Prins (1)(2)
Diane G. Gerst
Chief Operating Officer, Chief Scientist and Chairman of the Board of Directors
Howard Lee (1)(3)
Michael A. Zasloff (2)(3)
Gayle Deflin (1)
Floyd F. Petersen (2)(3)
(1) Member of the audit committee
(2) Member of the compensation committee
(3) Member of the nominating and corporate governance committee
Jack Yongfeng Zhang, Ph.D. co-founded our Company in 1996 has served as our Chief Executive Officer and a member of our Board of Directors since our inception and was re-appointed as our President in April 2020, after serving as President from 1996 until June 2013. Dr. Zhang has also served as our Chief Scientific Officer since 2005. Dr. Zhang co-founded APCL, a full service chemical analytical laboratory, in May 1989, where he held the position of President until October 2002. Dr. Zhang is named as the inventor on several U.S. and foreign patents. He received a Ph.D. in chemistry from the State University of New York at Stony Brook and was a Post-Doctoral Research Associate at the California Institute of Technology.
We believe Dr. Zhang's expertise and experience in the pharmaceutical industry and as one of our founders qualifies him to serve on our Board of Directors.
Richard Prins has served as our lead independent director since April 2019 and as a member of our Board of Directors since February 2002. Since 2008, Mr. Prins has been a private investor and involved in various charitable organizations. Mr. Prins also served in various volunteer roles at Advancing Native Missions since 2004 including as a board member, Head of Operations and Stewardship, and as interim CEO. He has also served as a director of India Globalization Capital, Inc., a biopharmaceutical company, since 2007, and as chairman of its board since 2012. Mr. Prins was the Director of Investment Banking for FBW,
from 1996 until June 2008 when FBW was acquired by Royal Bank of Canada. Prior to FBW, Mr. Prins was a Managing Director from July 1988 to April 1996 at Crestar Bank (now Truist Bank) in charge of mergers and acquisitions. Mr. Prins began his career in 1983 as the Assistant to the Chairman of the leverage buyout company, Tuscarora Corp., where he held various positions until July 1988. Mr. Prins received a B.A. in liberal arts from Colgate University and an M.B.A. from Oral Roberts University.
We believe that Mr. Prins' experience in corporate finance and investment banking qualifies him to serve on our Board of Directors.
Diane G. Gerst has served as a member of our Board of Directors since June 2019. She previously served as our Executive Vice President of Quality Assurance and Regulatory Affairs from June 2015 until February 2018 and also served as the President of Amphastar Nanjing Pharmaceuticals Inc., one of our subsidiaries, from March 2014 until February 2018. From August 2013 to June 2015, Ms. Gerst served as our Corporate Senior Vice President of Quality Assurance. She served as Corporate Vice President of Quality Assurance from August 2003 until her promotion to Senior Vice President in August 2013 and as Vice President of Regulatory Affairs from June 2001 to July 2002. Prior to joining us, Ms. Gerst held various management level positions in regulatory and quality including eight years at Braun-McGaw and seven years at IMS. Ms. Gerst received a B.A. from the University of California, Berkeley.
We believe that Ms. Gerst is qualified to serve on our Board of Directors because of her perspective, experience and leadership as a former executive of our Company.
Mary Z. Luo, Ph.D. co-founded our Company in 1996 and has served as our Chief Operating Officer and chairman of our Board of Directors since our inception and as Corporate Secretary from 1997 to April 2004. Dr. Luo has also served as our Chief Scientist since 2005. Dr. Luo co-founded Applied Physics & Chemistry Laboratories, Inc., or APCL, a full service chemical analytical laboratory, in May 1989, where she held the position of Chief Operating Officer. Dr. Luo is a professor emeritus of chemistry at California State Polytechnic University, Pomona and is named as the inventor on several U.S. and foreign patents. Dr. Luo received a Ph.D. in chemistry from Princeton University and was a Post-Doctoral Research Associate at the California Institute of Technology.
We believe Dr. Luo's experience in the pharmaceutical industry and as one of our founders qualifies her to serve on our Board of Directors.
Howard Lee, Ph.D. has served as a member of our Board of Directors since August 2007. He previously served as a member of the board of our subsidiary, IMS, from 1998 to 2002 and on our Board of Directors from 2002 to 2004. Dr. Lee has served as the Chairman and Chief Executive Officer of TAHO Pharmaceuticals, Ltd., a drug development company with a transdermal technology platform based in Taiwan since January 2020. Previously, Dr. Lee was the partner at the CID Group, a prominent investment group in the greater China area from March 2012 to January 2020. From 2009 to 2010 he was the Chief Investment Officer at UniMed Venture Management Inc., a biotech venture capital firm. Prior to joining UniMed in July 2009, he was a Managing Director at Silver Biotech Management, Inc. from July 2006 to June 2009. Dr. Lee served as President and CEO of CDIB Biotech USA Investment Co. Ltd. from 2000 to 2006 and as Vice President of China Development Industrial Bank, an investment bank in Taiwan, from October 1995 to June 2006. Dr. Lee earned his B.Sc. at Fu-Jen University (Taiwan), his M.Sc. and Ph.D. degrees in chemistry from the University of Southern California in Los Angeles and completed his postdoctoral research at the Loker Hydrocarbon Research Institute of the University of Southern California.
We believe Dr. Lee's experience in biotech venture capital consulting qualifies him to serve on our Board of Directors.
Michael A. Zasloff, M.D., Ph.D. has served as a member of our Board of Directors since October 2005 and previously served as our lead independent director from January 2016 to April 2019. Dr. Zasloff has been the Professor of Surgery and Pediatrics at the Georgetown University School of Medicine since 2002, and was also the Dean of Research and Translational Science from 2002 until 2004. Between 2004 and 2007, Dr. Zasloff served as Vice President and Senior Analyst (Life Sciences) at Ferris, Baker Watts, Inc., or FBW. From 1992 to 2001 Dr. Zasloff served as Executive Vice President and Vice Chairman of Magainin Pharmaceuticals Inc., a biopharmaceutical company which he founded. From 1988 until 1992, Dr. Zasloff served as the Charles E.H. Upham Professor in the Department of Pediatrics and Genetics at the University of Pennsylvania School of Medicine, and Chief, Division of Human Genetics and Molecular Biology at The Children's Hospital of Philadelphia. From 1982 until 1988, Dr. Zasloff was Chief of the Human Genetics Branch at the National Institutes of Child Health and Human Development, National Institutes of Health. Dr. Zasloff received a B.A. from Columbia College in biochemistry and holds an M.D., Ph.D. from the New York University School of Medicine.
We believe Dr. Zasloff's expertise and experience in the biopharmaceutical industry qualifies him to serve on our Board of Directors.
Gayle Deflin has been the Chief Financial Officer of LBMB, Inc., since 2014, and its subsidiaries Plasticolor Molded Products, Inc. and Chroma Graphics, Inc., both of which are automotive accessory manufacturers and distributors since 2006. Prior to 2006, Ms. Deflin was at Apria Healthcare, a provider of home respiratory services from 2004 to 2006 as Vice President of Strategic Planning and Budgeting and Vice President of Billing Center Operations. From 2003 to 2004 she served as President and Chief Executive Officer of Ionian Technologies, a diagnostic start-up with biotechnology developed at the Keck Graduate Institute of Applied Life Sciences. Ms. Deflin worked in various positions at International Medication Systems Limited, including as its President, from 1989 until it was sold to Amphastar in 1998, and continued with Celltech Pharmaceuticals, the former owner of International Medication Systems, Limited, as President of MD Pharmaceuticals from 1996 to 2002 and Senior Vice President, Business Support Services of Celltech Pharmaceuticals from 2000 to 2002. Ms. Deflin holds a B.S. in Business Administration (Accounting and MIS) from Bowling Green State University and an M.B.A from the Drucker School of Management at Claremont Graduate University.
We believe that Ms. Deflin's past experience and expertise in the field of pharmaceuticals and retail consumer products, as well as her operational management experience qualifies her to serve on our Board of Directors.
Floyd F. Petersen has served as a member of our Board of Directors since August 2004. From 1986 to until his retirement in August 2014, Mr. Petersen served as an Assistant Professor of Biostatistics at Loma Linda University Schools of Public Health, Medicine, and Nursing. From 1990 to 2010, Mr. Petersen served as Director of the Loma Linda University Health Research Consulting Group, which consults on health research study design and data analysis. Mr. Petersen was a member of the Loma Linda, California City Council from 1990 to 2010 and served as the Mayor of Loma Linda from 1996 to 2006. Mr. Petersen earned an M.P.H. from Loma Linda University with concentrations in Biostatistics and Health Administration.
We believe that Mr. Petersen's years of experience in scientific academia and consulting qualifies him to serve on our Board of Directors.
Our common stock is listed on the Nasdaq Global Select Market. Under the listing standards of Nasdaq, independent directors must comprise a majority of a listed company's Board of Directors. In addition, the listing standards of Nasdaq require that, subject to specified exceptions, each member of a listed company's audit and compensation committees be independent. While the listing standards of Nasdaq do not require a nomination committee, the functions normally undertaken by a nomination committee must, in most cases, be performed by independent directors. Under the listing standards of Nasdaq, a director will only qualify as an "independent director" if, in the opinion of that listed company's Board of Directors, that director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the listing standards of Nasdaq. In addition, compensation committee members must also satisfy the independence criteria set forth under the listing standards of Nasdaq.
Our Board of Directors has undertaken a review of the independence of each director nominee and director. Based on information provided by each director nominee and director concerning his or her background, employment and affiliations, our Board of Directors has determined that Messrs. Petersen and Prins, Drs. Lee and Zasloff, and Ms. Deflin do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under the listing standards of Nasdaq. In making these determinations, our Board of Directors considered the current and prior relationships that each non-employee director nominee and director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director nominee and director, and the transactions involving them described in the section titled "Related Person Transactions."
We believe that the current structure of our Board of Directors and its committees is appropriate and provides for strong overall management of our Company. While the Chairman of our Board of Directors and our Chief Executive Officer roles are separate, our current Chairman, Mary Ziping Luo, is not independent under the listing standards of Nasdaq as she is an employee of our Company. Our Board of Directors believes that, given the perspective and experience Dr. Luo brings as one of our founders, Dr. Luo's service as our Chairman is nonetheless appropriate and is in the best interests of our Board of Directors, our Company and our stockholders.
Our Chief Executive Officer and President, Jack Yongfeng Zhang, is responsible for setting the strategic direction of our Company, the general management and operation of the business and the guidance and oversight of senior management. In her capacity as Chief Operating Officer and Chief Scientist, Dr. Luo is responsible for operation of the business and the guidance and oversight of senior management. In her capacity as Chairman of our Board of Directors, Dr. Luo monitors the content, quality and timeliness of information sent to our Board of Directors and is available for consultation with our Board of Directors regarding the oversight of our business affairs.
Dr. Zhang, our Chief Executive Officer, President, Chief Scientific Officer and a director, and Dr. Luo, our Chief Operating Officer, Chief Scientist and Chairman, are husband and wife. Certain family
members of Dr. Zhang and Dr. Luo are employees of the Company as described in the section titled "Related Party Transactions."
The following matrix summarizes voluntary disclosure of diversity characteristics of our Board of Directors:
Board Diversity Matrix (As of April 13, 2022)
Total Number of Directors
Non-
Did Not
Disclose
Part I: Gender Identity
Part II: Demographic Background
African American or Black
Alaskan Native or Native American
Native Hawaiian or Pacific Islander
Two or More Races or Ethnicities
Did Not Disclose Demographic Background
Our Board of Directors assesses and evaluates our overall environmental, social, and governance ("ESG") strategy and how ESG integrates into our long-term strategy. At the committee level, our nominating and corporate governance committee is primarily responsible with respect to board diversity. Our compensation committee oversees the integration of our ESG strategy and policies into our executive compensation plans. Our audit committee oversees the processes and controls that ensure the accuracy and consistency of our ESG disclosures, including information security. Our Board of Directors receives reports from the committees on these ESG matters and considers them in the context of our overall ESG risk management, messaging, and disclosures.
Recognizing the importance of strong independent oversight, effective April 2019, our Board of Directors appointed Richard Prins to serve as our lead independent director. As lead independent director, Mr. Prins presides over regularly scheduled executive sessions of our independent directors without management
participation, serves as a liaison between our Chairman and CEO and the independent directors, disseminates information to the rest of the Board of Directors in a timely manner, and raises issues with management on behalf of the outside directors when appropriate. In addition, the lead independent director's responsibilities include the following:
● Building a productive relationship between the Board of Directors and the Chairman and CEO; and
● Performing such other duties as the Board of Directors may from time to time designate
During our fiscal year ended December 31, 2022, our Board of Directors held nine (9) meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board of Directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she served during the periods that he or she served.
Although we do not have a formal policy regarding attendance by members of our Board of Directors at annual meetings of stockholders, we encourage, but do not require, our directors to attend. All eight incumbent directors attended our 2021 annual meeting of stockholders.
Our Board of Directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our Board of Directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our Board of Directors.
Our audit committee currently consists of Ms. Deflin, who is the chair of the committee, Dr. Lee and Mr. Prins, each of whom is independent in accordance with the Nasdaq and SEC standards. Ms. Deflin is an "audit committee financial expert" as the term is defined under SEC regulations. The audit committee operates under a written charter. The functions of the audit committee include assisting our Board of Directors in oversight of:
● our accounting and financial reporting processes and internal controls;
● the audit and integrity of our financial statements;
● our compliance with applicable law;
● the engagement of, qualifications, independence and performance of our independent auditors; and
● the implementation and performance of our internal audit function.
Both our independent registered accounting firm and internal financial personnel regularly meet with our audit committee and have unrestricted access to the audit committee.
Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter of our audit committee is available on
the Corporate Governance portion of our website at http://ir.amphastar.com/corporate-governance/highlights. During 2021, our audit committee held four (4) meetings.
Our compensation committee currently consists of Mr. Prins, who is the chair of the committee, Dr. Zasloff and Mr. Petersen, each of whom is independent in accordance with the Nasdaq standards. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. The compensation committee operates under a written charter. The functions of the compensation committee include:
● oversee our compensation policies, plans, benefits programs, and overall compensation philosophy;
● assisting our Board of Directors in discharging its responsibilities related to overseeing compensation of our CEO and executive officers and evaluating and recommending the executive compensation plans, policies and programs;
● administering our incentive compensation plans, equity compensation plans, and such other plans as designated from time to time by our Board of Directors.
Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of Nasdaq. A copy of the charter of our compensation committee is available on the Corporate Governance portion of our website at http://ir.amphastar.com/corporate-governance/highlights. During 2021, our compensation committee held four (4) meetings.
Our nominating and corporate governance committee consists of Dr. Lee, who is the chair of the committee, Mr. Petersen and Dr. Zasloff, each of whom is independent in accordance with the Nasdaq standards. The nomination committee operates under a written charter. The functions of the nomination committee include:
● reviewing the qualifications of, and recommending to the Board of Directors, proposed nominees for election to the Board of Directors and its committees, consistent with criteria approved by the Board of Directors;
● developing, evaluating and recommending to the Board of Directors corporate governance practices applicable to us; and
● facilitating the annual performance review of the Board of Directors and its committees.
Our nomination committee operates under a written charter that satisfies the requirements for directors performing nominating functions under the listing standards of Nasdaq. A copy of the charter of our nomination committee is available on the Corporate Governance portion of our website at http://ir.amphastar.com/corporate-governance/highlights. During 2021, our nominating and corporate governance committee held seven (7) meetings.
None of the members of the compensation committee is or has ever been one of our officers or employees. None of our executive officers serves, or in the past has served, as a member of the compensation committee or on the Board of Directors of any entity that has one or more executive officers serving on our Board of Directors or compensation committee.
Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. While our board has not established minimum qualifications for board members, some of the factors that our nominating and corporate governance committee considers in assessing director nominee qualifications include, the existing size and composition of our Board of Directors, the number and qualification of candidates, the benefit of continuity on the Board of Directors and the relevance of the candidate's background and experience to the issues we face. Our nominating and corporate governance committee relies upon various criteria for board membership, which may include, without limitation, that a candidate: be of the highest ethical character; exhibit sound business judgment; preserve the confidentiality of materials given or presented to the board and not use such materials for personal gain; has demonstrated leadership and significant experience in an area of endeavor relevant to our business; comprehend the role of a public company director (particularly the fiduciary obligations to us and our stockholders); understand our business and industry and keep informed on our operations; disclose to other directors any potential conflicts of interest (and if appropriate, refrain from voting on certain matters); dedicate sufficient time to our business, including attendance at meetings of the Board of Directors or committees on which he or she serves and stockholder meetings (and prepare for such meetings as required and appropriate); be independent of any particular constituency and not engaged in any activity adverse to us or in conflict with our interests (including, without limitation, service on the board or in the management of a competing company) and thus be able to represent all of our stockholders; and demonstrate a willingness toward free and open exchange of ideas and opinions, and exercise balance, fitness, care and due and independent deliberation in the decision-making process. Qualification and backgrounds of the directors as a whole should provide the proper breadth of knowledge, abilities and experience to appropriate composition of the board. Although our nominating and corporate governance committee does not have specific requirements with respect to board diversity, it believes that our board should be a diverse body, considering such factors as gender, race, ethnicity and experience, area of expertise, potential conflicts of interest and other commitments and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board of Directors. Re-nomination of existing directors will not be viewed as automatic, but rather will be based on continuing qualification using the criteria set forth above.
Our nominating and corporate governance committee considers these and other factors as it oversees the annual board of director and committee evaluations. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full Board of Directors the director nominees for selection.
Our nominating and corporate governance committee will consider candidates for director recommended by stockholders, provided that (i) any recommending stockholder must have continuously held at least $2,000 in market value, or 1%, of the Company's securities entitled to be voted on the proposal at the meeting for at least one year by the date you submit the proposal, and (ii) such recommendations comply with our amended and restated certificate of incorporation and amended and restated bylaws and applicable laws, rules and regulations, including those promulgated by the SEC. The nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our amended and restated
bylaws, our policies and procedures for director candidates, as well as the regular director nominee criteria described above.
Any nomination should be sent in writing to our Corporate Secretary at Amphastar Pharmaceuticals, Inc., 11570 6th Street, Rancho Cucamonga, California 91730. To be timely for our 2023 annual meeting of stockholders, our Secretary must receive the nomination no earlier than February 10, 2023 and no later than March 12, 2023.
Interested parties wishing to communicate with our Board of Directors or with an individual member or members of our Board of Directors to provide comments, to report concerns, or to ask a question, at the following address:
You may submit your concerns anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier, or other interested party.
Communications are distributed to the Board of Directors, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Amphastar Pharmaceuticals, Inc. Board of Directors has requested that certain items which are unrelated to the duties and responsibilities of the Board of Directors should be excluded, such as:
● Product complaints
● Product inquiries
● New product suggestions
● Resumes and other forms of job inquiries
● Surveys
● Business solicitations or advertisements
You may also communicate online with our Board of Directors as a group on our website at http://ir.amphastar.com/corporate-governance/contact-the-board.
We have adopted a code of conduct that applies to our officers, directors and employees, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. Our code of conduct is available on our website at http://ir.amphastar.com/corporate-governance/highlights. We intend to disclose any amendments of our code of conduct, or waivers of its requirements for directors or executive officers, on our website.
Annual Board and Committee Self-Assessments
Our Board of Directors and each committee conduct an annual self-assessment designed to determine whether the board and the committees are functioning effectively and to provide them with an opportunity to improve their effectiveness. The self-assessments enables directors to provide confidential feedback on a variety of topics ranging from Board and committee structure and composition, culture, responsibility and accountability of directors and individual directors. A summary of the results is presented to the board and each committee, which each consider ways in which effectiveness may be enhanced. While the formal board and committee self-evaluation is conducted on an annual basis, the directors share perspectives, feedback and suggestions year-round.
Our Board of Directors has responsibility for the oversight of our risk management processes and, either as a whole or through our committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to mitigate or manage them. The risk oversight process includes receiving reports from committees of our Board of Directors and members of senior management to enable our Board of Directors to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic, cybersecurity and reputational risk.
The audit committee oversees our management of financial risks. Periodically, the audit committee reviews our policies with respect to risk assessment and risk management. Oversight by the audit committee includes direct communication with our external auditors, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures. The compensation committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking. The nominating and corporate governance committee manages risks associated with the independence of the Board of Directors, corporate disclosure practices and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board or directors is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by our Board of Directors as a whole.
Cash and Equity Compensation
We compensate non-employee members of the Board of Directors. Directors who are also employees do not receive cash or equity compensation for service on the Board of Directors in addition to compensation payable for their service as our employees. The non-employee members of our Board of Directors are reimbursed for travel, lodging and other reasonable expenses incurred in attending Board of Directors or committee meetings. Our directors receive equity grants annually at the fair market value of our common stock at the time of grant under our Amended and Restated 2015 Equity Incentive Plan (the "2015 Plan").
The cash and equity components of our compensation policy for non-employee directors are set forth below:
Annual Cash
Base Fee
Chairperson Fee
Committee Member Fee
Under our director compensation program, on the date of each annual meeting of our stockholders each outside director will receive an equity award with a grant date fair value of $235,000 comprised of 50% restricted stock units and 50% stock options which vest on the first anniversary of the date of grant, subject to continued service through the vesting date until the annual meeting the following year.
Compensation for 2021
The following table sets forth summary information concerning the compensation awarded to, paid to, or earned by the non-employee members of our Board of Directors for the fiscal year ended December 31, 2021:
Fees Earned
or Paid in
Cash($)
Awards ($)(1)
All Other Compensation ($)
Total ($)
Richard Koo(2)
Howard Lee
Floyd F. Petersen
Richard Prins
Michael A. Zasloff
Diane Gerst
David Maris(3)
Gayle Deflin
(1) This amount reflects the aggregate grant fair value computed in accordance with ASC Topic 718. The assumptions that we used to calculate these amounts are discussed in Note 16 to our consolidated financial statements included in our Annual Report on Form 10-K, as filed with the SEC on March 11, 2022.
(2) In September 2021, Mr. Koo retired from the Board of Directors
(3) In August 2021, Mr. Maris resigned from the Board of Directors
The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2021.
Aggregate Number of
Outstanding as of
(2) Includes (i) 66,889 shares subject to options which are fully vested and immediately exercisable, and (ii) 17,182 shares subject to an option all of which vest on June 7, 2022.
(3) The shares are represented by RSUs which includes (i) 6,019 shares which vest on June 7, 2022.
(5) Includes (i) 14,962 shares subject to options which are fully vested and immediately exercisable, and (ii) 8,592 shares subject to an option all of which vest on June 7, 2022.
(8) Includes 17,182 shares subject to an option all of which vest on June 7, 2022.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board of Directors is currently composed of eight members. In accordance with our amended and restated certificate of incorporation, our Board of Directors is divided into three staggered classes of directors. At the Annual Meeting, three Class III directors will be elected for a three-year term to succeed the same class whose term is then expiring.
Each director's term continues until the election and qualification of his or her successor, or such director's earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our Board of Directors may have the effect of delaying or preventing changes in control of our Company.
Our nominating and corporate governance committee has recommended, and our Board of Directors has approved, Jack Yongfeng Zhang, Richard Prins, and Diane Gerst as nominees for election as Class III directors at the Annual Meeting. If elected, each of Dr. Zhang, Mr. Prins and Ms. Gerst will serve as Class III directors until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified and our board will be composed of ten directors. Dr. Zhang, Mr. Prins and Ms. Gerst each currently serve as a director of our Company. For information concerning the nominees, please see the section titled "Board of Directors and Corporate Governance."
If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted "FOR" the election of Dr. Zhang, Mr. Prins and Ms. Gerst. We expect that Dr. Zhang, Mr. Prins and Ms. Gerst will accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by our Board of Directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.
Each director to be elected by the stockholders of the corporation shall be elected by the affirmative vote of a majority of the votes cast with respect to such director by the shares present or represented by proxy at the Annual Meeting at which a quorum is present and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal and broker non-votes will have no effect.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
EACH OF THE NOMINEES NAMED ABOVE.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our audit committee has appointed Ernst & Young LLP ("EY"), an independent registered public accounting firm, to audit our consolidated financial statements for our fiscal year ending December 31, 2022. During our fiscal year ended December 31, 2021, EY served as our independent registered public accounting firm.
Notwithstanding the appointment of EY and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of Amphastar Pharmaceuticals, Inc. and its stockholders. At the Annual Meeting, our stockholders are being asked to ratify the appointment of EY as our independent registered public accounting firm for our fiscal year ending December 31, 2022. Our audit committee is submitting the appointment of EY to our stockholders because we value our stockholders' views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of EY will be present at the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.
If our stockholders do not ratify the appointment of EY, our Board of Directors may reconsider the appointment.
The following table presents fees for professional audit services and other services rendered to our Company by EY for our fiscal years ended December 31, 2020 and 2021.
Audit Fees (1)
Audit-Related Fees (2)
Tax Fees (3)
All Other Fees (4)
Total Fees
(1) Audit Fees consist of professional services rendered in connection with the integrated audit of our annual consolidated financial statements and of our internal control over financial reporting services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years and timely review of our quarterly consolidated financial statements. This category also includes advice on accounting matters that arose during the audit or the review of consolidated financial statements.
(2) Audit-Related Fees consist of fees for professional services for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under "Audit Fees." These services include accounting consultations concerning financial accounting and reporting standards.
(3) Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning.
(4) All Other Fees consist of fees related to accessing Ernst & Young LLP's online research database.
In our fiscal year ended December 31, 2021, there were no other professional services provided by EY, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of EY.
Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under the policy, our audit committee is required to pre-approve all audit and non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair the public accountants' independence. All fees paid to EY for our fiscal years ended December 31, 2020 and 2021 were pre-approved by our audit committee.
The ratification of the appointment of EY requires the affirmative vote of a majority of the voting power of the shares present or represented by proxy at the Annual Meeting at which a quorum is present and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal and broker non-votes will have no effect.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP.
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), enables our stockholders to approve, on an advisory or non-binding basis, the compensation of our named executive officers as disclosed pursuant to Section 14A of the Exchange Act. This proposal, commonly known as a "Say-on-Pay" proposal, gives our stockholders the opportunity to express their views on our named executive officers' compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement.
The Say-on-Pay vote is advisory, and therefore is not binding on us, our compensation committee or our Board of Directors. The Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which our compensation committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our Board of Directors and our compensation committee value the opinions of our stockholders. To the extent there is any significant vote against the compensation of our named executive officers as disclosed in this proxy statement, we will endeavor to communicate with stockholders to better understand the concerns that influenced the vote and consider our stockholders' concerns, and our compensation committee will evaluate whether any actions are necessary to address those concerns.
We believe that the information provided in the section titled "Executive Compensation" and in particular the information discussed in the section titled "Executive Compensation—Objectives and Philosophy of Our Executive Compensation Program" demonstrates that our executive compensation program was designed appropriately and is working to ensure management's interests are aligned with our stockholders' interests to support long-term value creation. Accordingly, we ask our stockholders to vote "FOR" the following resolution at the Annual Meeting:
"RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in the proxy statement for the Annual Meeting pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables and narrative discussion and other related disclosure."
The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Abstentions will have the effect of a vote against this proposal, and broker non-votes will have no effect.
As an advisory vote, the result of this proposal is non-binding. Although the vote is non-binding, our Board of Directors and our compensation committee value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions for our named executive officers.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
The audit committee is a committee of the Board of Directors comprised solely of independent directors as required by the listing standards of Nasdaq and rules and regulations of the SEC. The audit committee operates under a written charter approved by the Board of Directors, which is available on the Corporate Governance portion of our website at http://ir.amphastar.com/corporate-governance/highlights. The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The audit committee reviews and assesses the adequacy of its charter and the audit committee's performance on an annual basis.
With respect to our financial reporting process, our management is responsible for (1) establishing and maintaining internal controls and (2) preparing our consolidated financial statements. Our independent registered public accounting firm, Ernst & Young LLP ("EY"), is responsible for auditing these financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare our financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:
● reviewed and discussed the audited financial statements with management and EY;
● discussed with EY the matters required to be discussed by the applicable requirements of Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 1301, Communications with Audit Committees, and the SEC;
● received the written disclosures and the letter from EY required by applicable requirements of the PCAOB regarding the independent accountant's communications with the audit committee concerning independence, and has discussed with EY its independence; and
● discussed with EY critical audit matters included in their audit opinion.
In addition, the audit committee has regularly met separately with management and with EY, and further to the matters specified above, had discussed with EY the overall scope, plans, and estimated costs of its audits. The audit committee met with EY periodically to discuss the results of their examinations, the overall quality of our financial reporting, and their reviews of the quarterly financial statements.
Based on the audit committee's review and discussions with management and EY, the audit committee recommended to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the Securities and Exchange Commission.
Respectfully submitted by the members of the audit committee of the Board of Directors:
Gayle M. Deflin (Chairperson)
This report of the audit committee is required by the Securities and Exchange Commission ("SEC") and, in accordance with the SEC's rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended ("Securities Act"), or under the Securities Exchange Act of 1934, as amended ("Exchange Act"), except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed "soliciting material" or "filed" under either the Securities Act or the Exchange Act.
The following table identifies certain information about our executive officers as of April 13, 2022. Officers are elected by our Board of Directors to hold office until their successors are elected and qualified.
Jack Yongfeng Zhang, Ph.D
Chief Financial Officer, Executive Vice President of Finance, and Treasurer; President of International Medication Systems, Limited
Mary Ziping Luo, Ph.D
Rong Zhou
Executive Vice President of Production Center;
President of Armstrong Pharmaceuticals, Inc.
Jacob Liawatidewi
Executive Vice President of Sales and Marketing and Corporate Administration Center, President of Amphastar France Pharmaceuticals, S.A.S., and Corporate Secretary
For brief biographies of Dr. Luo and Dr. Zhang, please see "Board of Directors and Corporate Governance— Continuing Directors."
William J. Peters has served as our Chief Financial Officer and Treasurer since April 2014, Executive Vice President of Finance since May 2021 and as President of International Medication Systems, Limited (a wholly-owned subsidiary of Amphastar) since March 2016. Mr. Peters served as Senior Vice President of Finance from April 2014 until his promotion to Executive Vice President of Finance. Mr. Peters previously served as Executive Vice President and Chief Financial Officer of Hi-Tech Pharmacal Co., Inc., or Hi-Tech, from August 2013 to April 2014 and Vice President and Chief Financial Officer at Hi-Tech from May 2004 to August 2013. From September 2003 to May 2004 he was Vice President of Corporate Development at Hi-Tech. From 2001 to 2003 Mr. Peters was the Director, Financial Evaluations for the Medco Health Solution subsidiary of Merck & Co., Inc., or Merck & Co., and Manager of Corporate Financial Analysis and Pharmaceutical Economics at Merck & Co. from 1998 to 2001. During his seven year career at Merck & Co., he also served as Manager of Treasury Planning and Analysis. He began his career in General Electric's Financial Management Program at its Aerospace division, where he later held positions in financial analysis and internal auditing. He earned an M.B.A. from The Wharton School of Business, of the University of Pennsylvania and a B.S. in Business Administration from Bucknell University.
Rong Zhou has served in various executive roles since joining us in October 1998, most recently as Executive Vice President of Production Center since June 2015, President of Armstrong Pharmaceuticals, Inc. (a wholly-owned subsidiary of Amphastar) since March 2014 and as our Senior Vice President of Scientific Affairs since August 2012. Mr. Zhou served as Corporate Vice President of Scientific Affairs from October 2001 until his promotion to Senior Vice President. Mr. Zhou received a B.S. in Chemical Engineering from the Fuzhou University and an M.S. from Youngstown State University.
Jacob Liawatidewi has served as Executive Vice President of Sales and Marketing and Executive Vice President of Corporate Administration Center since May 2020, President of Amphastar France Pharmaceuticals, S.A.S. (a wholly-owned subsidiary of Amphastar) since December 2020, and Corporate Secretary since June 2013. Mr. Liawatidewi served as Senior Vice President of Corporate Administration Center and Senior Vice President of Sales and Marketing from March 2014 and December 2013, respectively, until his promotion to Executive Vice President. Mr. Liawatidewi served as Vice President of Sales and Marketing from August 2012 until his promotion to Senior Vice President. From August 2005 to August 2012, Mr. Liawatidewi was our Associate Vice President of Sales and Marketing. From joining us in June 1997 to August 2005, Mr. Liawatidewi held various roles in our business development, sales and marketing
department. Mr. Liawatidewi received a B.S. in Biology from California State University of Fresno in 1996 and an M.B.A. from National University in 2014.
This Compensation Discussion and Analysis provides information related to our 2021 compensation program and related decisions for our named executive officers. For 2021, our named executive officers were:
● Jack Yongfeng Zhang, Ph.D, our Chief Executive Officer, President, Chief Scientific Officer and Director;
● William J. Peters, our Chief Financial Officer, Executive Vice President of Finance, and Treasurer;
● Mary Ziping Luo, Ph.D, our Chief Operating Officer, Chief Scientist and Chairman of the Board of Directors;
● Rong Zhou, our Executive Vice President of Production Center; and
● Jacob Liawatidewi, our Executive Vice President of Sales and Marketing and Corporate Administration Center
Mr. Peters was promoted from Senior Vice President of Finance to Executive Vice President of Finance in May 2021.
2021 Business Summary
We are a bio-pharmaceutical company that focuses primarily on developing, manufacturing, marketing and selling technically challenging generic and proprietary injectable, inhalation, and intranasal products, as well as insulin active pharmaceutical ingredient, or insulin API, products. We currently manufacture and sell over 20 products. We are currently developing a portfolio of generic products, biosimilar products, and proprietary products, which are in various stages of development and targets a variety of indications. We currently have four Abbreviated New Drug Applications ("ANDAs") and one New Drug Application ("NDA") on file with the FDA. Our primary strategic focus is to develop and commercialize products with high technical barriers to market entry. We are specifically focused on products that:
● leverage our proprietary research and development capabilities;
● require raw materials or active pharmaceutical ingredients, or API, for which we believe we have a competitive advantage in sourcing, synthesizing or manufacturing; and/or
● improve upon an existing drug's formulation with respect to drug delivery, safety and/or efficacy.
For 2021, we achieved strong sales growth and significantly improved business results on an adjusted non-GAAP earnings basis which provides context for stockholders reviewing our executive compensation disclosures, including:
● Net Income: Our net income in 2021 was $62.1 million, compared to a net income of $1.4 million in 2020. Our non-GAAP adjusted net income increased to $68.0 million in 2021 from $31.6
million in 2020. For a reconciliation of the non-GAAP adjusted net income to GAAP net income for 2021 and 2020, see Annex A.
● Sales: Our sales in 2021 were $437.8 million, which represented an increase of 25.1% from 2020.
Sales and net income were elements of our short-term incentive compensation plan for 2021. Please see the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the SEC on March 11, 2022, for a more detailed discussion of our 2021 financial results.
Objectives and Philosophy of Our Executive Compensation Program
The objectives of our executive compensation program are to encourage high performance, promote accountability, align employee interests with the interests of the Company's stockholders, and attract, develop, and retain talented leadership to serve the long-term best interest of the Company.
The following table identifies the components of our executive compensation program and the reasons for each:
Reasons for Providing Element
Provides compensation for our named executive officers' services based on their knowledge, skills, experience, duties, and responsibilities
Short-Term Incentive Compensation
Incentivizes and rewards the achievement of our annual financial and operational objectives and progress towards our long-term strategic goals
Long-Term Incentive Compensation
Aligns the interests of our named executive officers and stockholders and incentivizes and rewards long-term performance of the Company
Provide for our named executive officers' health and well-being
Change-in-Control and Severance Benefits
Minimize any distractions to our named executive officers concerning termination of employment and/or a change in control and allow them to focus on their duties and responsibilities
At the 2021 annual meeting of our stockholders, we held a non-binding, stockholder advisory vote on the compensation of our named executive officers, commonly referred to as a say-on-pay vote. Our stockholders approved the compensation of our named executive officers, with over 98% of the votes cast in favor of our say-on-pay resolution. As our compensation committee, with the assistance of Dr. Zhang, evaluated our executive compensation program for 2021, it was mindful of the strong support our stockholders expressed for our executive compensation program. Accordingly, for 2021, our compensation committee decided to retain our general approach to executive compensation.
Compensation-Setting Process
Role of Board, Compensation Committee and Chief Executive Officer
The compensation committee discharges the responsibilities of the Board of Directors relating to compensation of the Company's executives, including by designing (in consultation with management or the board), recommending to the board for approval, and evaluating the compensation plans, policies and programs of the Company.
The compensation committee is responsible for overseeing the design of compensation programs that achieve the compensation objectives and philosophy described above. In each year, the compensation committee (i) reviews our compensation philosophy and (ii) reviews and approves the compensation of our officers. The compensation committee also reviews and approves employment agreements and severance arrangements for our executive officers. The compensation committee also periodically reviews and oversees the administration of executive compensation and equity plans of the Company and makes recommendations to the Board of Directors as to administration and amendments to such plans. The compensation committee also establishes and periodically reviews policies concerning change of control payments and perquisites. The compensation committee alternatively may recommend for approval by the Board of Directors any component of executive compensation. For example, in 2021, our Board of Directors approved the grant of equity awards to our named executive officers, as discussed further below.
As part of the compensation committee's annual review and approval of executive compensation, Dr. Zhang makes recommendations to the compensation committee regarding compensation for all executive officers based on individual and Company performance and prevailing market conditions. Based on its review of Dr. Zhang's recommendations and the input and data provided by the compensation committee's independent compensation consultant, the compensation committee approves each component of each executive officer's compensation. No executive officer participates in portions of any meetings during which decisions are made regarding the executive officer's own compensation.
Role of Compensation Consultant
The compensation committee has the authority to retain any compensation and benefits consultants that the Committee believes to be necessary or appropriate. For 2021, the compensation committee retained Willis Towers Watson ("WTW") to provide it with information, recommendations, and other advice relating to the compensation of our executive officers. WTW reports directly to the compensation committee. The compensation committee annually reviews the independence of its compensation consultant based on consideration of the factors specified in the SEC rules and Nasdaq listing standards, and during 2021, the compensation committee determined that its engagement of WTW did not present any conflicts of interest.
Peer Group Compensation Data
In making compensation decisions for our executive officers, the compensation committee reviews and analyzes competitive market practices using data drawn from a group of peer companies. In late 2020, our compensation committee requested the assistance of WTW in reviewing the appropriate peer group and related market data for evaluating our executive compensation program.
For the compensation decisions made by the compensation committee in 2021, our compensation peer group was made up of publicly-traded companies in the biotechnology and/or pharmaceuticals industries with annual revenue between $0 and $1.3 billion, earnings before interest, taxes, depreciation, and amortization between -$898 million and $409 million, net income between -$846 million and $170 million, a one-year total stockholder return between -99% and 160%, a three-year total stockholder return between -
90% and 45%, and market capitalization between $5 million and $27.6 billion. To minimize disruption of the peer group, companies which are no longer in that range generally are replaced only when they have been outside that range for more than one year and there is a more appropriate replacement.
Based on these criteria, the peer group for the compensation decisions made by the compensation committee in 2021 (which was unchanged from the peer group for the compensation decisions made by the compensation committee in 2020) consisted of the following 17 companies:
Acorda Therapeutics, Inc.
Collegium Pharmaceuticals, Inc.
Nektar Therapeutics
Akorn, Inc.
Eagle Pharmaceuticals, Inc.
Pacira Pharmaceuticals, Inc.
Alnylam Pharmaceuticals, Inc.
Emergent BioSolutions Inc.
Seattle Genetics, Inc.
AMAG Pharmaceuticals, Inc.
FibroGen Inc.
Spectrum Pharmaceuticals, Inc.
ANI Pharmaceuticals, Inc.
Ionis Pharmaceuticals, Inc.
Supernus Pharmaceuticals, Inc.
Assertio Therapeutics, Inc.
Lannett Company, Inc.
In March 2021, Dr. Zhang presented to the compensation committee a proposal with respect to the compensation of our executive officers for 2021.
Dr. Zhang's proposal considered the compensation provided to similarly situated executive officers of our peer group companies and/or market compensation data in WTW's 2020 Pharmaceutical and Health Sciences Executive Compensation Survey as reviewed by WTW. Based on how the Company compared to the companies in its peer group with respect to (i) revenue, (ii) earnings before interest, taxes, depreciation, and amortization, (iii) operating income, (iv) net income, (v) total shareholder return for the previous one, three, and five years, (vi) market capitalization, (vii) number of employees; (viii) whether the company manufactures a majority of its products sold; and (ix) the number of units manufactured and sold by the company, the proposal considered the compensation provided to similarly situated executives in relation to the 75th percentile. In the cases of Dr. Zhang and Mr. Peters, such compensation was determined by averaging (i) the compensation provided to similarly situated executives of our peer group at the 75th percentile and (ii) the compensation provided to similarly situated executives of the companies in the WTW survey in relation to the 75th percentile. In the case of Dr. Luo, because the WTW survey's sample size for similarly situated executive officers was too low, Dr. Zhang's proposal considered only the compensation by our peer group companies. In the cases of Messrs. Zhou and Liawatidewi, because many of our peer group members were not manufacturers and the job titles of the top five most highly compensated employees at many of our peer companies did not match to their titles, Dr. Zhang's proposal considered the market compensation data from the WTW survey combined with the data from the executive officers who were presented as the fourth and fifth most highly compensated executive officers for companies in the peer group.
In the discussion below, references to "relevant market data" refer to the relevant compensation provided to similarly situated executive officers of our peer group companies and/or market compensation data from the WTW survey, as described above.
Components of Our Executive Compensation Program
The following sections provide a description of each component of our 2021 executive compensation program, discuss the rationale for each such component, and explain how the compensation committee determined the amounts of compensation and awards.
Dr. Zhang's proposal recommended a modest increase to the base salary of each of Messrs. Peters, Zhou, and Liawatidewi (retroactively effective to the beginning of 2021), which was an increase of approximately 4.5% from the named executive officer's base salary for 2020, as indicated below. Since their base salaries were already above the 75th percentile of the relevant market data, no base salary increases were proposed in the cases of Drs. Zhang and Luo. Our named executive officers' recommended base salaries ranged from -18.0% to 22.0% of the relevant base salaries under the relevant market data, as indicated below.
Named Executive Officer
2021 Base Salary
Difference from 2020 Base Salary
Difference from Relevant Market Data
(75th Percentile)
Dr. Zhang
Mr. Peters
(0.1%)
Dr. Luo
Mr. Zhou
Mr. Liawatidewi
In March 2021, the compensation committee reviewed Dr. Zhang's proposal, and upon consideration of the proposed terms of our executive officers' 2021 compensation, the relevant market data, and management's performance in 2020, the compensation committee approved the base salaries for our named executive officers as recommended in Dr. Zhang's proposal.
We maintain an annual incentive compensation program pursuant to which our named executive officers are eligible to earn cash bonuses based on achievement of performance criteria established by the compensation committee at the beginning of the year. Dr. Zhang proposed to our compensation committee a short-term incentive compensation program for 2021 consisting of the following three components: (i) performance-based bonus ("PBB") opportunity, with the target PBB opportunities effective from March 2021 through March 2022, (ii) a general annual bonus opportunity for 2021, and (iii) a discretionary bonus opportunity, each as discussed further below.
In March 2021, the compensation committee reviewed Dr. Zhang's proposal, and upon consideration of the proposed terms of our executive officers' 2021 compensation, the relevant market data, and management's performance in 2020, the compensation committee approved the short-term incentive compensation opportunities for our named executive officers as recommended in Dr. Zhang's proposal.
General Annual Bonuses
For each of our named executive officers, the 2021 general annual bonus opportunity was based on progress towards our strategic goals and individual goals for the named executive officer. The maximum amount of the 2021 general annual bonus that each named executive officer could receive and the actual
amount of the general annual bonus paid to each named executive officer are listed in the table below. General annual bonuses are paid upon approval by the compensation committee, after taking into account Dr. Zhang's evaluation of progress that we had made on strategic goals and that the individual has made on personal goals other than with respect to himself, whose performance was evaluated by the compensation committee.
Maximum General Annual Bonus
Actual General Annual Bonus
Performance-Based Bonuses
Dr. Zhang proposed, and the compensation committee approved, PBB opportunities for each named executive officer based on the achievement of various goals with respect to five performance metrics related to the Company's sales, adjusted net income, filing ANDAs, NDAs or biologics license applications ("BLAs"), approval of ANDAs or NDAs, and general corporate goals for the period from March 2021 through March 2022. These metrics were selected as the achievement of the goals would significantly contribute towards accomplishment of our financial and operational objectives for 2021 and our long-term strategic goals. Bonuses would be paid only if minimum thresholds were met, and bonuses would increase in size if performance hit target, stretch and super-stretch levels, as outlined in the tables below.
For each named executive officer's minimum PBB, target PBB, stretch PBB, and super stretch PBB opportunities, the specific performance criteria and the amount payable upon the achievement of such criteria are listed on the following tables.
PBBs Performance Criteria
Performance Criteria
Sales Growth on Budget vs. 2020
1.0% - 9.9%
Adjusted Net Income
$10 - $22.9 million
$23 - $27 million
> $27 million
Filing of an ANDA, NDA, or BLA
Approval of ANDA or NDA
General Corporate Goals(1)
(1) The general corporate goals were (i) successful completion of pivotal clinical trials for intranasal epinephrine with good data to support an NDA filing, (ii) successful completion of phase III/pivotal clinical trials for any product in the Company's diabetes product pipeline with good data to support a BLA filing, (iii) achievement of the 2021 Primatene Mist® net revenue target of $65 million, (iv) completion of the implementation of phase 2 of the accounting software system, (v) FDA approval of demonstration of comparative analytical assessment plan and manufacturing of the related APIs that can be used to support such plan, and (vi) submission of a response to a complete response letter for the intranasal Naloxone NDA.
PBB Opportunity for Achievement of Sales Growth on Budget vs. 2020
Minimum PBB
Target PBB
Stretch PBB
Super Stretch PBB
PBB Opportunity for Achievement of Adjusted Net Income
PBB Opportunity for Achievement of Filing of a qualifying ANDA, NDA, or BLA(2)
(2) A "qualifying ANDA, NDA or BLA" means any ANDA, NDA, or BLA (i) for which the U.S. sales is more than $20 million and is not on the U.S. market for the Company and (ii) is filed and accepted by the U.S. FDA.
PBB Opportunity for Approval of ANDA or NDA(3)
(3) Includes ANDAs or NDAs that were not being marketed.
PBB Opportunity for Achievement of General Corporate Goals
In 2021, we achieved the following performance:
Level of Achievement
Filing of an ANDA, NDA or BLA
One Filing
One Approval
General Corporate Goals:
(i) successful completion of pivotal clinical trials for intranasal epinephrine with good data to support an NDA filing,
Not achieved
(ii) successful completion of phase III/pivotal clinical trials for any product in the Company's diabetes product pipeline with good data to support a BLA filing,
(iii) achievement of the 2021 Primatene Mist® net revenue target of $65 million,
(iv) completion of the implementation of phase 2 of the accounting software system,
(v) FDA approval of demonstration of comparative analytical assessment plan and manufacturing of the related APIs that can be used to support such plan, and
(vi) submission of a response to a complete response letter for the intranasal Naloxone NDA
As a result of the performance achievement set forth above, the following amounts of PBB became payable to our named executive officers:
PBBs achieved in 2021
Filing of a qualifying ANDA, NDA, or BLA
General Corporate Goals
Special Bonuses
The compensation committee also established a special discretionary bonus pool of $500,000 under the short-term incentive compensation program for our named executive officers other than Dr. Zhang. The special bonuses could be awarded to such named executive officers for significant achievements not anticipated at the time the target and stretch PBB opportunities were set. Dr. Zhang was excluded because the compensation committee believed, that as the senior most executive of the Company with responsibility to lead the entire Company, Dr. Zhang should have an overall compensation package more heavily weighted toward compensation subject to pre-established performance criteria. For the other named executive officers, the compensation committee believed that the special bonuses were appropriate in order for the Company to
recognize demonstrated leadership by such executive officers during the year beyond the parameters of any specific performance objective.
Based on Dr. Zhang's recommendations, the compensation committee approved the following discretionary bonuses to the following named executive officers for 2021: (i) $55,100 for Mr. Peters, $70,400 for Dr. Luo, $42,900 for Mr. Zhou, and $40,800 for Mr. Liawatidewi, for their contribution towards the response to the COVID-19 pandemic; and (ii) $30,000 for Mr. Peters, $10,000 for Dr. Luo, $40,000 for Mr. Zhou, and $40,000 for Mr. Liawatidewi for the implementation of new training systems, establishing a new debt-syndicated structure with Capital One, N.A., improving production efficiencies and exceeding Primatene Mist® and glucagon sales goals for the year. The total amount of special bonuses paid to each named executive officer is as follows:
Special Bonus Amount
Summary of Target Total Cash Compensation
For 2021, the total amount of short-term incentive compensation received by each named executive officer, each named executive officer's total cash compensation and the target total cash compensation's deviation from the relevant market data are as follows:
Target Total Cash Compensation
Difference from Relevant Market Data (75th Percentile)
For each of the named executive officers, target total cash compensation included base salary and 70% of the target amount of the named executive officer's PBB compensation to account for a potential to miss certain targets. Additionally, in the case of the named executive officers other than Dr. Zhang, the target total cash compensation included (a) special bonus amounts of $40,000 for each of Mr. Peters and Dr. Luo and $50,000 for each of Messrs. Zhou and Liawatidewi; and (b) other cash compensation of $60,000 for Dr. Zhang, $45,000 for each of Mr. Peters and Dr. Luo, and $30,000 for each of Messrs. Zhou and Liawatidewi.
Under his proposal, Dr. Zhang recommended that our named executive officers be granted an equal mix of stock options, which incentivize our named executive officers to create additional stockholder value since the stock options deliver value to them only if our stock price increases after the options are granted, and restricted stock units ("RSUs"), which help us retain our named executive officers by providing them with the certainty of receiving some value from their equity awards since the RSUs will never be out of the money. For the equity awards granted to our named executive officers, each equity award would vest
annually in equal installments over a 4-year period from the date of grant, and each option would have a 10-year term and an exercise price per share equal to 100% of the fair market value of the Company's common stock as of the date of the grant.
The amounts recommended by Dr. Zhang were based on 115% of the value of the equity awards granted to the named executive officers for 2020. The 15% increase was recommended due to the Company's strong operating performance the prior year and to bring the executives closer to the 75th percentile. The compensation committee considered the mix and the intended value of the equity awards recommended by Dr. Zhang, and agreed with Dr. Zhang's proposal. The compensation committee approved the following equity awards for our named executive officers for 2021:
HIDDEN_ROW
Value of Options(1)
Intended Value of Restricted Stock Units(1)
Total Value of Equity Awards(1)
(1)Values shown are as set forth in the Summary Compensation Table further below, provided that the values for Mr. Peters include the equity awards granted to him in March 2021 but not the equity awards granted to him in May 2021 (which are discussed further below).
The intended value of the equity awards for each named executive officer was significantly below the 75th percentile of the relevant market data because Dr. Zhang and the Compensation Committee believed that a 15% increase was sufficient to reward the executives for their current performance.
In March 2021, the compensation committee reviewed Dr. Zhang's proposal, and upon consideration of the proposed terms of our executive officers' 2021 compensation, the relevant market data, and management's performance in 2020, the compensation committee recommended to our Board of Directors that our named executive officers be granted the equity awards described in Dr. Zhang's proposal.
Accordingly, our Board of Directors approved the grant of the following equity awards in March 2021.
Number of Shares Subject to Options
Number of Shares Subject to Restricted Stock Units
In connection with Mr. Peters' promotion to Executive Vice President, in May 2021, Dr. Zhang updated his proposal to increase the intended value of Mr. Peters' awards, to an intended value of $664,400 for his options and an intended value of $664,400 for his restricted stock units, for a total intended value of $1,328,800 (which was 41% below the relevant market data). Based on its review of Dr. Zhang's updated
proposal, the compensation committee recommended to our Board of Directors that Mr. Peters be granted additional equity awards representing the increase in intended values of his equity awards, as described in Dr. Zhang's updated proposal. Accordingly, in May 2021, our Board of Directors approved additional grants to Mr. Peters of an option to purchase 7,209 shares of our common stock and 3,047 restricted stock units. These equity awards have similar terms as the other equity awards granted to Mr. Peters in March 2021, with the 4-year vesting period of each award also beginning on the date of grant (in May 2021).
In determining the number of shares covered by the equity awards granted in 2021, the intended value of each equity award was translated into a number of shares by: (i) with respect to restricted stock units, dividing the dollar amount by the closing price of our common stock the date of grant; and (ii) with respect to stock options, dividing the dollar amount by the Black-Scholes value of the option.
Our named executive officers are only eligible to receive the same benefits as our other employees, which include medical, and dental insurance, a tax-qualified retirement plan under Section 401(k) of the Internal Revenue Code, and other plans and programs, including the 2014 Employee Stock Purchase Plan, made available to other eligible employees. We provide a matching contribution under the Section 401(k) plan that is applicable to all eligible participants, including our named executive officers.
In December 2019, we established a non-qualified deferred compensation plan. The deferred compensation plan allows certain eligible participants, including each of our named executive officers, to defer a portion of their cash compensation and provides a matching contribution at the discretion of the Company. The plan obligations are payable upon retirement, termination of employment and/or certain other times in a lump-sum distribution or in installments, as elected by the participant in accordance with the plan. Participants can allocate their deferred compensation amongst various investment options with earnings accruing to the participant. The Company has established a Rabbi Trust to fund the plan obligation and to hold the plan assets. Eligible participants began contributing to the plan in January 2020. Our compensation committee believes that the deferred compensation plan is appropriate as part of the overall compensation package for senior members of management.
In March 2021, Dr. Zhang recommended, and the compensation committee approved the reimbursement of automobile related expenses, life and disability insurance, tax preparation expenses, health insurance, dental insurance, and medical expenses of up to the following amounts: (i) $60,000 for Dr. Zhang; (ii) $45,000 for Mr. Peters; (iii) $45,000 for Dr. Luo; (iv) $30,000 for Mr. Zhou, and (v) $30,000 for Mr. Liawatidewi. The compensation committee believed that these benefits were appropriate and were included as part of an executive's total cash compensation.
Change-of-Control and Severance Benefits
We have entered into an employment agreement with each of Dr. Zhang, Dr. Luo, and Mr. Peters that provides for severance benefits upon certain terminations of the executive officer's employment, but have not entered into such agreements with Mr. Zhou or Mr. Liawatidewi. We believe that these severance benefits provide retention value by encouraging these named executive officers to continue service with us and increase stockholder value by reducing any potential distractions caused by the possibility of an involuntary termination of employment (including in connection with a change in control), allowing the named executive officers to focus on their duties and responsibilities. A summary of the material terms and conditions of these employment agreements is provided below in the section of this proxy statement titled "Potential Payments upon Termination or Change of Control."
Stock Trading Practices; Hedging Policy
We have an Insider Trading Policy, which, among other things, prohibits our officers, directors and employees from short sales, engaging in transactions in publicly-traded options (such as puts and calls) and other derivative securities relating to our common stock. This prohibition extends to any hedging or similar transaction designed to decrease the risks associated with holding our securities. Our Insider Trading Policy also prohibits our executive officers and directors from entering into transactions to pledge, hypothecate or otherwise encumber more than 20% of shares of our common stock held by such individual or more than 5% of our total outstanding shares, whichever is lower, as collateral for indebtedness. In addition, previously-existing pledges made by our executive officers and directors shall be reduced to no more than 20% of shares of our common stock held by such individual within three years of December 31, 2021.
Other Compensation Policies
We have adopted a code of business conduct and ethics that applies to our officers, directors and employees, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. Our code of business conduct and ethics is available on our website at http://ir.amphastar.com/corporate-governance/highlights. We intend to disclose any amendments of our code of business conduct and ethics, or waivers of its requirements for directors or executive officers, on our website.
Stock Ownership Guidelines
We have adopted Stock Ownership Guidelines that set requirements relating to the ownership of the Company's common stock by executive officers and non-employee directors. The stock ownership requirements provide that the Company's Chief Executive Officer will be required to hold shares valued at three times his or her annual base salary, other executive officers will be required to hold shares valued at one times their annual base salary, and non-employee directors are expected to hold shares valued at three times their annual base cash retainer for board service. The applicable levels of ownership are required to be achieved by current executive officers, and expected to be achieved by non-employee directors, within five years of the date of the adoption of the Stock Ownership Guidelines. All named executive officers and all non-employee directors who have served for more than one year currently meet these guidelines.
Clawback Policy
We have adopted a Clawback Policy that allows the Company to recover erroneously awarded cash-based or equity incentive compensation from an executive officer in the case a restatement of the Company's financial statements that was determined by the Compensation Committee of the board to be caused by gross negligence, intentional misconduct or fraud of such executive officer.
Minimum Vesting
Our amended and restated 2015 Equity Incentive Plan provides that at least 95% of the shares awarded under the Plan will be subject to a minimum vesting requirement of at least one year.
Accounting Treatment of Compensation
We account for the equity compensation awarded to our executive officers and other employees under ASC 718, which requires us to estimate and record an expense for each award of equity compensation over the service period of the award. Accounting rules also require us to record cash compensation as an expense at the time the obligation is incurred.
The compensation committee (i) reviews the risks associated with our compensation programs to determine whether they encourage excessive risk-taking, (ii) discusses, at least annually, the relationship between risk management policies and practices and compensation, and (iii) evaluates compensation policies and practices that could mitigate any such risk. We do not believe that our executive compensation program creates risks that are reasonably likely to have a material adverse effect on us.
Compensation Committee Report
The compensation committee has reviewed and discussed the section titled "Compensation Discussion and Analysis" with management. Based on such review and discussion, the compensation committee has recommended to the Board of Directors that the section titled "Compensation Discussion and Analysis" be included in this proxy statement.
Respectfully submitted by the members of the compensation committee of the Board of Directors:
Richard Prins (Chairman)
The following table sets forth total compensation paid to our named executive officers for the fiscal years 2021, 2020, and 2019.
Name and
Principal Position
Salary($)
Bonus($)
Non-Equity Incentive Plan Compensation($)
Compensation ($)
Total($)
Chief Executive Officer,
President, Chief Scientific Officer
and Director
Chief Financial Officer, Executive Vice President of
Finance, Treasurer, and President of International Medication Systems, Limited
Chief Operating Officer, Chief
Scientist and Chairman
Executive Vice President of Production and President of Armstrong Pharmaceuticals, Inc.
Executive Vice President of Sales and Marketing, Executive Vice President of Corporate Administration Center and
President of Amphastar France Pharmaceuticals, S.A.S.
(2) The amount is comprised of an $8,700 Company contribution made under our 401(k) plan, a $34,230 vehicle allowance, a $4,944 group life insurance benefit in excess of the standard threshold granted to all other employees; and a $2,691 for additional medical expenses.
(3) The amount is comprised of an $8,550 Company contribution made under our 401(k) plan, an $18,429 vehicle allowance, a $4,944 group life insurance benefit in excess of the standard threshold granted to all other employees; and a $1,503 for additional medical expenses.
(4) The amount is comprised of an $8,700 Company contribution made under our 401(k) plan; employee health and dental insurance premiums of $10,614; $9,186 life and disability insurance premium payments; $8,452 for additional medical expenses; $14,096 for vehicle allowance; and a $1,242 group life insurance benefit in excess of the standard threshold to all other employees.
(5) The amount is comprised of an $8,550 Company contribution made under our 401(k) plan; employee health and dental insurance premiums of $10,403; $14,338 life and disability insurance premium payments; $19,434 for vehicle allowance; and a $1,242 group life insurance benefit in excess of the standard threshold to all other employees.
(6) The amount is comprised of an $8,700 Company contribution made under our 401(k) plan, a $34,133 vehicle allowance; and a $4,944 group life insurance benefit in excess of the standard threshold granted to all other employees.
(8) The amount includes $33,431 in accrued paid vacation, which was elected to be taken in the form of cash.
(9) The amount is comprised of a $8,314 Company contribution made under our 401(k) plan; employee health and dental insurance premiums of $6,397; additional medical expenses of $8,113; $15,071 for vehicle allowance; $135 for tax preparation fees; and a $3,564 group life insurance benefit in excess of the standard threshold to all other employees
(10) The amount is comprised of a $7,800 Company contribution made under our 401(k) plan; employee health and dental insurance premiums of $6,020; additional medical expenses of $958; $13,620 for vehicle allowance; $135 for tax preparation fees; and a $3,564 group life insurance benefit in excess of the standard threshold to all other employees.
(11) The amount is comprised of an $8,700 Company contribution made under our 401(k) plan; employee health and dental insurance premiums of $4,475; $2,950 for additional life insurance; $275 for tax preparation fees; $22,300 for vehicle allowance; and an $810 group life insurance benefit in excess of the standard threshold to all of our employees.
(12) The amount is comprised of an $8,550 Company contribution made under our 401(k) plan; employee health and dental insurance premiums of $4,546; additional medical expenses of $1,596; $4,230 for additional life insurance; $16,902 for vehicle allowance; $275 for tax preparation fees; and an $810 group life insurance benefit in excess of the standard threshold to all of our employees.
The following table sets forth summary information regarding the outstanding equity awards for each of the named executive officers as of December 31, 2021:
Option Awards(1)
Value of
Shares or
Units of
Stock That
Unexercised
Have Not
Options (#)
Vested
Exercisable
Unexercisable
Price ($) (2)
Vested (#)
($) (3)
Jack Y. Zhang
Mary Z. Luo