Floyd Petersen
Amphastar PharmaceuticalsAbout Floyd F. Petersen
Independent director of Amphastar since 2004; age 81 as of April 7, 2025. Petersen is a biostatistics academic and consultant: Assistant Professor of Biostatistics at Loma Linda University (1986–2014) and Director of the Loma Linda University Health Research Consulting Group (1990–2010). He also served in public office as Loma Linda City Council member (1990–2010) and Mayor (1996–2006). He holds an M.P.H. from Loma Linda University with concentrations in Biostatistics and Health Administration. Amphastar’s board deems him independent under Nasdaq rules. His current Class I term expires in 2026.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loma Linda University (Schools of Public Health, Medicine, Nursing) | Assistant Professor of Biostatistics | 1986–2014 | Teaching and research in study design and data analysis |
| Loma Linda University Health Research Consulting Group | Director | 1990–2010 | Led consulting on health research study design and data analysis |
| City of Loma Linda | City Council Member | 1990–2010 | Municipal governance |
| City of Loma Linda | Mayor | 1996–2006 | City leadership |
External Roles
- No other public company directorships disclosed for Petersen in Amphastar’s proxy.
Board Governance
- Committee assignments: Compensation Committee member (committee currently chaired by Richard Prins; members: Prins, Zasloff, Petersen). Not an audit or nominating/governance member.
- Independence: Board determined Petersen is independent under Nasdaq listing standards.
- Years of service: Director since 2004; current Class I term runs to 2026.
- Board and committee activity: Board held 5 meetings in 2024; Audit, Compensation, and Nominating & Corporate Governance committees each held 5 meetings.
- Attendance: Each director attended at least 75% of board and applicable committee meetings in 2024; all ten incumbent directors attended the 2024 annual meeting.
- Lead Independent Director: Richard Prins presides over executive sessions of independent directors.
- Compensation Committee interlocks: None.
Fixed Compensation
| Component | Policy/2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $55,000 director base fee | Non‑employee directors only |
| Committee membership fees | $10,000 Compensation Committee member fee | Petersen is a member (not chair) |
| Chair/lead fees | N/A for Petersen | Lead Independent Director fee $30,000; Comp Chair $20,000 (Petersen is not chair) |
| 2024 cash earned | $65,000 | Matches base + comp member fee |
| Annual equity grant policy | $260,000 grant value, 50% RSUs / 50% stock options, vest on first anniversary | Granted at annual meeting each year |
| 2024 equity grant (fair value) | Stock awards $129,961; Option awards $130,042; Total $325,003 | Aggregate grant-date fair values per ASC 718 |
Performance Compensation
| Metric Type | Structure | 2024 Disclosure |
|---|---|---|
| Equity vesting | Time-based RSUs and options; one-year cliff vest (to next annual meeting) | Petersen held 3,076 RSUs and 6,864 options scheduled to vest June 3, 2025 |
| Performance-based director pay | None disclosed | No director performance metrics, meeting fees, or discretionary bonuses disclosed for directors |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other public company boards | None disclosed for Petersen |
| Compensation Committee interlocks | None (no Amphastar executive serves on another company’s comp committee with reciprocal service) |
Expertise & Qualifications
- Biostatistics and health research study design; academic and consulting experience.
- Public administration and governance experience (Mayor, City Council).
- Board views his academia and consulting background as qualifying expertise.
Equity Ownership
| Ownership Component | Shares | Status | % of Outstanding |
|---|---|---|---|
| Direct/common shares held of record | 71,333 | Owned directly | <1% (*) |
| Options exercisable within 60 days (as of Mar 31, 2025) | 81,780 | Vested/exercisable | <1% (*) |
| Options unvested (vest 6/3/2025) | 6,864 | Unvested | N/A |
| RSUs outstanding (vest 6/3/2025) | 3,076 | Unvested | N/A |
| Total beneficial ownership | 153,113 | Includes exercisable options | <1% (*) |
- Stock ownership guidelines: Non‑employee directors expected to hold shares valued at 3× annual cash retainer within 5 years; all non‑employee directors with more than 3 years of service currently meet guidelines.
- Hedging/pledging policy: Hedging prohibited; pledging limited (not more than 25% of held shares or 5% of total outstanding, whichever is lower). No pledging noted for Petersen in ownership footnotes.
Governance Assessment
- Board effectiveness: Petersen is an independent, long‑tenured director with biostatistics and public governance expertise, serving on the Compensation Committee that oversees pay policies and clawback integration.
- Engagement: Meets attendance thresholds, with a board and committees each meeting 5 times in 2024; participated in a board with established executive sessions led by the Lead Independent Director.
- Alignment: Receives standard non‑employee director pay (cash + equity) and maintains equity ownership in line with company guidelines; director equity awards are time‑based rather than performance‑based.
- Conflicts/related party: No related‑party transactions disclosed for Petersen; company‑level related‑party dealings exist with entities controlled by the CEO/Chair’s family (Hanxin, Letop, Genreach), but none involve Petersen.
- Shareholder signals: Say‑on‑pay support ~95% at 2024 meeting indicates broad investor approval of pay structures overseen by the Compensation Committee.
RED FLAGS and Risk Indicators
- Long tenure (director since 2004) warrants continued scrutiny of independence over time even though Board classifies him as independent per Nasdaq rules.
- Company‑level pledging: Significant share pledges by controlling holders (APCL 900,000; Zhang 600,000; Luo 500,000) highlight collateralization risk at the company level; no pledges disclosed for Petersen.
- Related‑party transactions concentrated with founder family entities (Hanxin, Letop, Genreach); Audit Committee oversight in place.
Director Compensation Detail (2024)
| Metric | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $65,000 |
| Stock Awards ($) | $129,961 |
| Option Awards ($) | $130,042 |
| Total ($) | $325,003 |
| Outstanding Options (12/31/2024) | 88,644 (81,780 vested; 6,864 vest 6/3/2025) |
| Outstanding RSUs (12/31/2024) | 3,076 (vest 6/3/2025) |
Committee Assignments
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation Committee | Member (Chair: Richard Prins) | 5 |
| Audit Committee | Not a member | 5 (committee overall) |
| Nominating & Corporate Governance | Not a member | 5 (committee overall) |
Attendance and Independence
| Item | Disclosure |
|---|---|
| Board meeting attendance | Each director attended at least 75% in 2024 |
| Annual meeting attendance | All ten incumbent directors attended 2024 annual meeting |
| Independence | Petersen classified as independent (Nasdaq standards) |
Related Party and Conflicts Summary (Company-Level)
| Transaction | Counterparty | Relationship | 2024 Amount/Status |
|---|---|---|---|
| Contract manufacturing | Hanxin | Majority owned by CEO/Chair family | $460,697 recognized since 1/1/2024 |
| Contract research & scale-up | Hanxin | Majority owned by CEO/Chair family | $244,954 paid since 1/1/2024; amendment through 7/5/2025 |
| Supply agreement | Letop | Majority owned by CEO/Chair’s son | $3,091 paid since 1/1/2024 |
| Primatene MIST distribution | Genreach (Hanxin subsidiary) | Related party | ~$1.1M revenue since Aug 2024; 10-year term with termination rights after year 2 |
Say‑on‑Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say‑on‑Pay approval | ~95% votes in favor |
Stock Ownership Guidelines and Policies
- Non‑employee director ownership: 3× annual cash retainer, targeted within five years; all non‑employee directors with >3 years meet guidelines.
- Insider trading policy: Prohibits short sales, hedging, and limits pledging; applies to directors.
- Clawback policy: Company can recover erroneously awarded executive incentive compensation tied to restatements caused by gross negligence, intentional misconduct, or fraud; overseen by Compensation Committee.
Expertise & Qualifications
- Education: M.P.H., Loma Linda University (Biostatistics and Health Administration).
- Technical: Biostatistics; study design; data analysis.
- Governance: Public-sector leadership (Mayor; Council).
- Board qualification as stated by Amphastar: Years of experience in scientific academia and consulting.
Governance Summary
- Petersen is an independent, long‑serving Compensation Committee member with technical expertise in biostatistics and public governance. He meets attendance expectations and director ownership guidelines, with standard cash and time‑based equity compensation and no disclosed personal related‑party transactions or pledging. Company‑level founder family pledging and related‑party transactions are monitored by Audit and Compensation committees; Say‑on‑Pay support indicates investor alignment with pay oversight.