David Gaugh
Amphastar PharmaceuticalsAbout David Gaugh
Independent Class I director at Amphastar since July 18, 2025; determined independent by the Board at appointment with no related-party transactions under Item 404 . Career spans >30 years across generic pharmaceuticals, GPOs, and hospital pharmacy; registered pharmacist with a Pharmacy degree from the University of Wyoming and executive education at UCLA, SMU, Auburn, and Michigan . Served as Interim President & CEO and previously EVP for Sciences & Regulatory Affairs at the Association for Accessible Medicines (AAM), leading multiple GDUFA/BsUFA negotiations and frequent Congressional/FDA testimony .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Association for Accessible Medicines (AAM) | Interim President & CEO; EVP Sciences & Regulatory Affairs | EVP since 2012; Interim CEO Dec 2022 (ongoing) | Led three rounds of GDUFA/BsUFA negotiations; extensive FDA/Capitol Hill engagement |
| Bedford Laboratories (Boehringer Ingelheim) | VP & GM; VP Marketing & BD | 2002–2012 | Full P&L on $300–$500mm injectable generics; product development/licensing; manufacturing/quality oversight |
| VHA/Novation (now Vizient) | Sr. Director Pharmacy Contracting & Marketing; Director Oncology/Dialysis Clinical Markets | 1997–2002 | Negotiated/managed >140 manufacturer/wholesaler contracts; oversight of >$7.9bn portfolio |
| St. Luke’s Health System (Kansas City, MO) | System Director of Pharmacy; Director/Assistant Director of Pharmacy | 1984–1997 | Managed 110 pharmacy staff; $75mm P&L; clinical programs delivering ~$1mm savings annually |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IGBA (International Generic & Biosimilar Medicines Association) | Vice-Chair, Science Committee | Current | Represents global generics/biosimilars science agenda |
| ASHP Foundation | Board of Directors | Historical/ongoing | Pharmacy education/research governance |
| USP (U.S. Pharmacopeia) | Council of Convention | Historical/ongoing | Standards-setting participation |
| American Foundation for Pharmaceutical Education (AFPE) | Board of Directors | Historical/ongoing | Scholarship/education governance |
Board Governance
- Appointment: Class I director effective July 18, 2025; independent; no arrangements or related-party transactions disclosed; indemnification agreement to be executed .
- Committee assignments: None at appointment (“not appointed to any committees at this time”) .
- Board structure context: Lead Independent Director is Richard Prins; Audit chaired by Gayle Deflin; Compensation chaired by Richard Prins; Nominating & Corporate Governance chaired by Diane Gerst .
- Attendance: No personal attendance record disclosed yet for Mr. Gaugh. In FY2024, all 10 incumbent directors attended the annual meeting and each director met ≥75% attendance on board/committee meetings (pre-dates his appointment) .
Fixed Compensation
| Component | Amount/Terms | Vesting/Timing | Source |
|---|---|---|---|
| Annual cash retainer (base) | $55,000 | Ongoing, director service | |
| Committee chair fees | Audit $25,000; Compensation $20,000; Nominating $12,750 | Ongoing | |
| Committee member fees | Audit $12,500; Compensation $10,000; Nominating $6,000 | Ongoing | |
| Lead Independent Director fee | $30,000 | Ongoing | |
| Annual equity grant (outside directors) | $260,000 grant-date fair value | 50% RSUs, 50% options; vest on 1st anniversary | |
| Initial grant to David Gaugh | $260,000 (50% RSUs/50% options) | Vests on 1st anniversary of grant; standard indemnification |
Performance Compensation
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| Performance-based metrics for directors | None disclosed; director equity is time-based RSUs/options vesting after one year |
Other Directorships & Interlocks
| Company/Organization | Role | Potential Interlock/Conflict |
|---|---|---|
| Amphastar Pharmaceuticals (NASDAQ: AMPH) | Independent Director (Class I) | Company disclosed no Item 404 related-party transactions with Mr. Gaugh |
| Public company boards (other) | None disclosed | Not reported in AMPH filings at appointment |
Expertise & Qualifications
- Registered pharmacist; University of Wyoming Pharmacy degree; executive coursework at UCLA Anderson, SMU Cox, Auburn, Michigan Ross .
- Deep generic/biosimilar regulatory experience (AAM EVP/Interim CEO; led GDUFA/BsUFA negotiations; testified before Congress) .
- Operational P&L leadership in injectable generics manufacturing and commercial functions (Bedford Laboratories) .
Equity Ownership
| Item | Status | Source |
|---|---|---|
| Beneficial ownership at AMPH | Not listed in March 31, 2025 ownership table (pre-appointment); initial equity grant disclosed but share counts/strike not provided | |
| Stock ownership guidelines | Non-employee directors expected to hold shares valued at 3x annual board cash retainer within 5 years; compliance status for Mr. Gaugh not yet applicable | |
| Hedging/pledging policy | Hedging prohibited; pledging capped (≤25% of individual holdings or ≤5% of total outstanding shares, whichever lower) |
Governance Assessment
- Strengths
- Independent appointment with explicit Board determination; no related-party transactions; clean governance entry signal .
- Regulatory/science expertise directly relevant to AMPH’s complex ANDA/NDA/BLA pipeline oversight and risk management; likely to enhance board effectiveness in compliance and FDA interactions .
- Alignment mechanisms: standard director equity grant, stock ownership guidelines, and anti-hedging/pledging policy support investor alignment .
- Watch items
- Committee influence pending: not assigned at appointment; monitoring future assignments (Audit/Comp/Nom-Gov) will be important for assessing impact on board oversight .
- External leadership in industry advocacy (AAM/IGBA) may raise perceived lobbying sensitivities; no conflicts disclosed, but continue monitoring for any AMPH-related policy matters intersecting AAM agendas .
- RED FLAGS
- None disclosed specific to Mr. Gaugh at appointment (no Item 404 transactions; no arrangements) .
- Company-level pledging exists for founders Zhang/Luo (contextual governance risk), but no pledging disclosed for Mr. Gaugh .
Additional board context: Lead Independent Director (Prins) in place; committees and ESG oversight structure defined; FY2024 say‑on‑pay received ~95% approval, indicating broad investor support for compensation governance (executive pay) .