Diane Gerst
Amphastar PharmaceuticalsAbout Diane G. Gerst
Independent director at Amphastar Pharmaceuticals (AMPH); age 65 as of April 7, 2025; director since 2019 (Class III; re-elected in 2025 for a term through 2028). Former Amphastar executive with deep quality and regulatory experience; B.A., University of California, Berkeley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amphastar Pharmaceuticals, Inc. | Executive Vice President, Quality Assurance & Regulatory Affairs | Jun 2015 – Feb 2018 | Senior leadership over QA/RA processes |
| Amphastar Nanjing Pharmaceuticals, Inc. (subsidiary) | President | Mar 2014 – Feb 2018 | Led China subsidiary operations |
| Amphastar Pharmaceuticals, Inc. | Corporate Senior Vice President, Quality Assurance | Aug 2013 – Jun 2015 | Expanded oversight of QA |
| Amphastar Pharmaceuticals, Inc. | Corporate Vice President, Quality Assurance | Aug 2003 – Aug 2013 | Built/managed QA systems |
| Amphastar Pharmaceuticals, Inc. | Vice President, Regulatory Affairs | Jun 2001 – Jul 2002 | Regulatory strategy and filings |
| Braun‑McGaw | Management roles in regulatory/quality | ~8 years (prior to Amphastar) | QA/RA domain expertise |
| International Medication Systems (IMS) | Management roles in regulatory/quality | ~7 years (prior to Amphastar) | Manufacturing/quality know‑how |
External Roles
| Company/Organization | Role | Tenure |
|---|---|---|
| — | No other public company directorships disclosed | — |
Board Governance
- Independence: Board determined Ms. Gerst is independent under Nasdaq standards .
- Committee assignments: Chair, Nominating & Corporate Governance Committee; member alongside Drs. Lee and Zasloff .
- Board/committee activity: Board met 5 times in 2024; each director attended at least 75% of Board/committee meetings; Nominating & Corporate Governance Committee held 5 meetings in 2024 .
- Board structure: 10 directors (six independent) as of the proxy; staggered (Class I–III) . Lead Independent Director: Richard Prins .
- ESG oversight: Nominating committee drives board diversity; audit oversees ESG disclosure controls; compensation committee integrates ESG into pay .
Fixed Compensation
| Component | Policy/Amount | 2024 Actual (Gerst) |
|---|---|---|
| Annual Cash Retainer (Director) | $55,000 policy | $67,641 fees earned (includes chair/member fees) |
| Committee Chair Fee (NCG) | $12,750 policy | Included in above |
| Meeting Fees | Not specified in policy | Not separately disclosed |
Performance Compensation
| Component | Structure | 2024 Grants/Status (Gerst) |
|---|---|---|
| Annual Equity Grant | $260,000 grant date fair value; 50% RSUs, 50% options; vests on first anniversary, subject to continued service | 2024 director stock awards $129,961 (RSUs) and $130,042 (options) |
| Outstanding Director Awards (12/31/2024) | Time‑based vesting | RSUs: 3,076 vest 6/3/2025; Options: total 38,418, of which 31,554 vested/exercisable and 6,864 vest 6/3/2025 |
| Vesting Terms | Annual grants vest after ~1 year | First‑anniversary vesting; 2024 RSU/option tranches set to vest 6/3/2025 |
Note: Director equity is time‑based; no director‑level performance metrics disclosed for equity awards .
Other Directorships & Interlocks
- Other public boards: None disclosed for Ms. Gerst .
- Compensation committee interlocks: Company discloses none among compensation committee members (Gerst is not on this committee) .
Expertise & Qualifications
- 20+ years in QA/RA leadership at Amphastar; prior QA/RA roles at Braun‑McGaw and IMS .
- Governance experience as Chair of Nominating & Corporate Governance Committee .
- Education: B.A., University of California, Berkeley .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 47,112 shares | <1% of outstanding; includes options exercisable within 60 days |
| Shares Held of Record | 15,558 | Direct ownership |
| Options Exercisable ≤60 Days (3/31/2025) | 31,554 | Included in beneficial total |
| RSUs Outstanding (12/31/2024) | 3,076 | Vest 6/3/2025 |
| Options Unvested (12/31/2024) | 6,864 | Vest 6/3/2025 |
| Pledged Shares | None disclosed for Gerst | Founders have pledged shares; no pledge disclosure for Gerst |
| Stock Ownership Guidelines | 3x annual cash retainer for non‑employee directors; all non‑employee directors with >3 years currently meet | Gerst has >3 years of service; company states compliance for all such directors |
Insider Trades and Trading Arrangements
| Period | Disclosure | Gerst |
|---|---|---|
| Q3 2025 Item 408 (10b5‑1 plans) | Only EVP Liawatidewi adopted a 10b5‑1 plan; no others disclosed | No 10b5‑1 adoption disclosed for Gerst in Q3 2025 |
Governance Assessment
-
Strengths
- Independent director; chairs Nominating & Corporate Governance Committee; committee met 5 times in 2024, indicating active governance oversight .
- Attendance: all directors met at least 75% threshold in 2024; all 10 incumbent directors attended the 2024 annual meeting .
- Pay mix aligned with shareholders: majority of director compensation delivered in equity with one‑year vesting; annual equity set at $260,000 split 50/50 RSUs/options .
- Ownership alignment: Company states non‑employee directors with >3 years service meet 3x retainer ownership guidelines; Gerst qualifies by tenure .
-
Watch items / potential red flags (company‑level context)
- Elevated “Against” vote on Gerst’s 2025 re‑election relative to other Class III nominees: Gerst (For 26,544,774; Against 10,942,687) vs. Zhang and Prins receiving higher “For” votes; she was re‑elected but with the lowest support among the three, signaling some investor dissent .
- Founders’ share pledging: Significant pledges by Drs. Zhang/Luo/APCL; while policy restricts pledging (amended in 2025 to 40% of held shares or 10% of outstanding, whichever lower), margin‑related risks remain; no Gerst pledging disclosed .
- Related‑party transactions with entities controlled by founders/family (Hanxin, Genreach, Letop) including 2024–2025 payments/receipts; none involve Gerst but present governance risk backdrop .
- Concentrated insider ownership: Founders collectively at ~25.1% via direct and APCL holdings with some shares pledged .
Director Compensation Detail (2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $67,641 |
| Stock Awards (grant date fair value) | $129,961 |
| Option Awards (grant date fair value) | $130,042 |
| Total | $327,644 |
| Director Program: Annual Equity Grant | $260,000 (50% RSUs / 50% options), vests after ~1 year |
| Director Program: Cash Retainer | $55,000 (NCG chair fee $12,750) |
2025 Shareholder Voting Signals
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Elect Diane G. Gerst (Class III) | 26,544,774 | 10,942,687 | 12,440 | 4,527,192 |
| Say‑on‑Pay (advisory) | 35,585,000 | 1,815,521 | 99,380 | 4,527,192 |
| EY ratification | 41,473,456 | 526,237 | 27,400 | N/A |
Policies Relevant to Alignment and Risk
- Hedging/short transactions prohibited; limits on pledging for officers and directors (policy outlined in proxy and amended in 2025) .
- Clawback policy enabling recovery of incentive comp upon restatement due to gross negligence/intentional misconduct/fraud .
- Stock ownership guidelines: CEO 3x salary; other executives 1x; non‑employee directors 3x cash retainer; stated to be met by all applicable non‑employee directors .
Related‑Party Transactions (Context)
| Counterparty | Nature | 2024–2025 Amounts |
|---|---|---|
| Nanjing Hanxin (founder‑controlled) | Contract manufacturing services | $460,697 revenue recognized since 1/1/2024 |
| Hanxin | Contract research and scale‑up | $244,954 paid since 1/1/2024 |
| Nanjing Letop (founder family‑controlled) | Supply of intermediates | $3,091 paid since 1/1/2024 |
| Hong Kong Genreach (Hanxin subsidiary) | Primatene MIST distribution (Greater China) | ~$1.1M revenue recognized since Aug 2024 |
None of the above transactions are disclosed as involving Ms. Gerst; audit committee reviews related‑party transactions per policy .
Summary Implications for Investors
- Gerst brings strong operational QA/RA expertise and governance engagement as NCGC chair with adequate attendance and equity alignment. However, her 2025 re‑election drew materially more opposition votes than peers, warranting monitoring of shareholder sentiment and any subsequent board engagement disclosures .
- Company‑level governance risks (founder pledging, related‑party dealings, concentrated control) do not directly implicate Gerst but shape the governance environment in which she operates; her role as NCGC chair is a potential mitigant if the committee actively addresses board independence, conflicts, and refreshment .