Gayle Deflin
Amphastar PharmaceuticalsAbout Gayle Deflin
Independent director at Amphastar Pharmaceuticals (AMPH); age 62 as of April 7, 2025; director since June 2021. Audit Committee Chair and designated “audit committee financial expert.” Background spans pharma operations and finance, including prior leadership at International Medication Systems (IMS) and Apria Healthcare; education includes a B.S. in Business Administration (Accounting/MIS) from Bowling Green State University and an MBA from the Drucker School of Management at Claremont Graduate University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Medication Systems Limited | Various roles; President | 1989–1998 | Led operations before sale to Amphastar; pharma manufacturing experience |
| Celltech Pharmaceuticals / MD Pharmaceuticals | SVP, Business Support Services (Celltech); President (MD Pharmaceuticals) | 2000–2002 (SVP); 1996–2002 (President MD) | Business support leadership; post-sale operational oversight |
| Ionian Technologies | President & CEO (diagnostics startup) | 2003–2004 | Led commercial/strategic direction in diagnostics |
| Apria Healthcare | VP Strategic Planning & Budgeting; VP Billing Center Operations | 2004–2006 | Financial planning and operations oversight |
External Roles
| Organization | Role | Tenure | Sector |
|---|---|---|---|
| LBMB, Inc. | Chief Financial Officer | 2014–present | Holding company; oversight of subsidiaries |
| Plasticolor Molded Products, Inc. (subsidiary of LBMB) | CFO | 2006–present | Automotive accessories manufacturing/distribution |
| Chroma Graphics, Inc. (subsidiary of LBMB) | CFO | 2006–present | Automotive accessories manufacturing/distribution |
No other public-company directorships disclosed for Deflin; no disclosed interlocks with AMPH customers/suppliers beyond historical IMS affiliation .
Board Governance
- Independence: Board determined Deflin is independent under Nasdaq listing standards .
- Committee roles: Audit Committee Chair; audit committee comprised entirely of independent directors; Deflin designated an “audit committee financial expert” .
- Attendance: In FY2024, Board held 5 meetings; each director attended at least 75% of Board and applicable committee meetings; Audit Committee held 5 meetings .
- Board structure: Lead Independent Director is Richard Prins; presides over executive sessions and serves as liaison to management .
- ESG oversight: Audit committee oversees ESG disclosure controls and information security; compensation committee integrates ESG into executive compensation; nominating committee oversees board diversity .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $55,000 | Non-employee director base fee |
| Audit Chair fee | $25,000 | Chairperson fee for Audit Committee |
| Committee member fees | $0 | Cash total of $80,000 implies base + audit chair; no additional member fee indicated in 2024 total |
| Total cash paid (2024) | $80,000 | Fees Earned or Paid in Cash |
Performance Compensation (Director)
| Equity Component | Grant Date | Grant-Date Fair Value | Structure | Vesting |
|---|---|---|---|---|
| RSUs | 2024 annual grant | $129,961 | 50% of annual equity mix | One-year vest, subject to continued service (June 3, 2025 for 2024 cycle RSUs of prior grant; 2024 RSUs vest starting March 4, 2025 per plan schedules) |
| Stock Options | 2024 annual grant | $130,042 | 50% of annual equity mix; 10-year term | One-year vest for director grants under program; 2024 cycle options vest on first anniversary (June 3, 2025 for prior grant; 2024 options exercisable per plan post-vesting) |
| Performance metrics | N/A | — | Director equity awards are time-based; no disclosed performance conditions | Time-based vesting only |
Annual director equity grants total $260,000 (approx. 50% RSUs / 50% options), granted at the annual meeting; vest on the first anniversary subject to continued service .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock |
|---|---|---|---|
| None disclosed | — | — | None disclosed in proxy . |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert designation .
- Operational and pharma manufacturing leadership (IMS/Celltech/MD Pharmaceuticals) .
- Healthcare services operations (Apria), diagnostics startup leadership (Ionian) .
- Education: B.S. Business Administration (Accounting/MIS), Bowling Green State University; MBA, Drucker School of Management, Claremont Graduate University .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Shares held of record | 2,716 | As of March 31, 2025 |
| Options exercisable within 60 days | 35,182 | As of March 31, 2025 |
| Total beneficial ownership | 37,898 | <1% of outstanding shares |
| RSUs outstanding (non-employee director) | 3,076 RSUs | Vesting June 3, 2025 |
| Options outstanding | 42,046 | 6,864 vest on June 3, 2025; remaining 35,182 fully vested |
| Stock ownership guidelines | 3× annual cash retainer for directors; all non-employee directors with >3 years’ service meet guidelines | Deflin joined in 2021 and is indicated as meeting guidelines if >3 years; company states all such directors meet guidelines |
| Hedging/pledging policy | Hedging prohibited; pledging limited (≤25% of individual holdings or ≤5% of outstanding shares, whichever lower) | No pledging disclosed for Deflin |
Governance Assessment
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Strengths:
- Independent audit chair with financial expert designation; audit committee met five times in 2024 and oversees internal controls, external audit, enterprise financial risks, and related-party review policy .
- Clear director compensation structure with balanced cash/equity; equity grants are time-based with minimum vesting requirements under the 2015 Plan .
- Board maintains lead independent director, annual board/committee self-assessments, and ESG oversight allocation across committees .
- Strong shareholder support for executive pay in 2024 (Say-on-Pay ~95%), indicating general governance alignment sentiment at the company level .
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Potential risks/RED FLAGS:
- Related-party transactions involving entities controlled by the CEO/Chair’s family (Hanxin, Genreach, Letop); while these are reviewed under the formal RPT policy by the audit committee, ongoing monitoring is critical. 2024 amounts: ~$460,697 manufacturing services revenue from Hanxin; ~$244,954 payments to Hanxin for R&D/process scale-up; ~$1.1M revenue under Primatene MIST distribution with Genreach; $3,091 paid to Letop for intermediates .
- Founders’ pledged shares are disclosed (APCL, Dr. Zhang, Dr. Luo); no pledging disclosed for Deflin, but overall pledge practices at the company warrant oversight due to potential overhang in stress scenarios .
- Board attendance threshold disclosure is “≥75%,” lacking exact percentages; continued monitoring for individual director engagement metrics advisable .
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Alignment signals:
- Director pay mix (~$80k cash + ~$260k equity in 2024) aligns incentives with shareholder value through equity exposure; time-based vesting supports retention and continuity on the audit committee .
- Ownership guidelines and compliance increase long-term alignment; minimum vesting and clawback policies reinforce governance discipline .
Overall, Deflin’s independent audit leadership and finance background bolster board effectiveness; primary governance sensitivity stems from overseeing related-party transactions involving founder-affiliated entities, an area where robust audit committee oversight—under Deflin’s chairship—is essential .