Howard Lee
Amphastar PharmaceuticalsAbout Howard Lee
Howard Lee, Ph.D., age 63, is an independent director of Amphastar Pharmaceuticals and has served on the Board since August 2007 (Board table lists “Director Since 2008,” indicating a minor discrepancy) . He holds B.Sc. from Fu-Jen University (Taiwan), M.Sc. and Ph.D. in chemistry from the University of Southern California, and completed postdoctoral research at USC’s Loker Hydrocarbon Research Institute . Lee’s core credentials span biotech venture capital and drug development; he is Chairman & CEO of TAHO Pharmaceuticals, Ltd. (Taiwan) since January 2020 . Amphastar’s Board has affirmatively determined he is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TAHO Pharmaceuticals, Ltd. (Taiwan) | Chairman & CEO | Jan 2020–present | Drug development leadership; external biotech domain knowledge |
| CID Group (Greater China) | Partner | Mar 2012–Jan 2020 | Private investment experience; capital allocation insights |
| UniMed Venture Management Inc. | Chief Investment Officer | 2009–2010 | Biotech VC; portfolio oversight |
| Silver Biotech Management, Inc. | Managing Director | Jul 2006–Jun 2009 | Biotech investment management |
| CDIB Biotech USA Investment Co. Ltd. | President & CEO | 2000–2006 | Operated biotech investment vehicle |
| China Development Industrial Bank (Taiwan) | Vice President | Oct 1995–Jun 2006 | Investment banking; finance expertise |
| International Medication Systems (IMS), Amphastar subsidiary | Board Member | 1998–2002 | Subsidiary board experience |
External Roles
| Entity | Role | Public/Private | Notes |
|---|---|---|---|
| TAHO Pharmaceuticals, Ltd. | Chairman & CEO | Private | Drug development company based in Taiwan |
| CID Group | Partner (prior) | Private | Prominent investment group in Greater China |
| Other public company boards | — | — | No other public company directorships disclosed for Lee in the proxy |
Board Governance
- Committee assignments: Audit Committee member; Nominating and Corporate Governance Committee member .
- Audit Committee composition/role: Chair Gayle Deflin; members Howard Lee and Richard Prins; five meetings in 2024; issued Audit Committee report recommending inclusion of FY2024 audited financials in 10-K .
- Nominating & Corporate Governance Committee: Chair Diane Gerst; members Howard Lee and Michael Zasloff; five meetings in 2024 .
- Independence status: Board determined Lee is independent under Nasdaq rules .
- Attendance: Board held five meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all ten directors attended the 2024 annual meeting .
- Lead Independent Director: Richard Prins (context for board oversight).
| Committee | Lee’s Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 5 | Report signed; oversight of financial reporting and risk |
| Nominating & Corporate Governance | Member | 5 | Oversees board diversity, governance practices |
Fixed Compensation
- Policy structure (non-employee directors): Annual cash retainer $55,000; committee chair and member fees; Lead Independent Director $30,000; annual equity grant $260,000 (50% RSUs, 50% stock options), vesting on first anniversary of grant .
| Component (Policy) | Amount ($) | Source |
|---|---|---|
| Base cash retainer | 55,000 | Non-employee director compensation policy |
| Audit Committee member fee | 12,500 | Policy |
| Nominating & Corporate Governance Committee member fee | 6,000 | Policy |
| Annual equity grant (total) | 260,000 | 50% RSUs, 50% options; 1-year vest |
- Actual 2024 compensation for Howard Lee:
| Category | FY2024 Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 73,287 | Reflects Board retainer + committee fees |
| Stock awards (RSUs) | 129,961 | Grant date fair value (ASC 718) |
| Option awards | 130,042 | Grant date fair value (ASC 718) |
| All other compensation | — | None reported |
| Total | 333,290 | Sum of cash + equity |
Performance Compensation
- Structure: Annual equity grant with 50% RSUs and 50% stock options; awards vest on the first anniversary of grant; time-based vesting only (no performance metrics disclosed for director awards) .
- Outstanding director equity (as of Dec 31, 2024):
| Equity Type | Shares/Options | Vesting/Status | Detail |
|---|---|---|---|
| Stock options (aggregate outstanding) | 71,965 | 65,101 fully vested & exercisable; 6,864 vest on Jun 3, 2025 | Vested portion exercisable immediately |
| RSUs (aggregate outstanding) | 3,076 | Vest on Jun 3, 2025 | Time-based vest |
- Metrics table (director program):
| Element | Metric/Term | Disclosure |
|---|---|---|
| RSU vesting | Time-based (1-year) | Annual grants vest on first anniversary |
| Option vesting | Time-based (1-year) | Annual grants vest on first anniversary |
| Performance metrics | None disclosed | Director awards described as time-based |
| Valuation basis | ASC 718 grant-date fair value | Proxy references ASC 718 |
Other Directorships & Interlocks
| Company/Organization | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| TAHO Pharmaceuticals, Ltd. | Chairman & CEO | No Amphastar RPT disclosed | External operating role; Taiwan-based |
| Public company boards | — | — | None disclosed for Lee |
| Compensation Committee interlocks | — | — | Proxy reports no compensation committee interlocks; Lee not on comp committee |
Expertise & Qualifications
- Advanced scientific training (Ph.D. in chemistry) combined with biotech venture and investment banking experience: USC Ph.D.; VP China Development Industrial Bank; leadership in biotech investment entities .
- Governance experience via Audit and Nominating Committees; exposure to risk oversight and ESG governance per committee charters and Board framework .
- External operator perspective from TAHO Pharmaceuticals (drug development) .
Equity Ownership
- Beneficial ownership (as of March 31, 2025): 209,802 shares; represents less than 1% of shares outstanding .
- Components: 144,701 shares held of record; 65,101 shares exercisable within 60 days (options) .
- Director stock ownership guidelines: Non-employee directors expected to hold shares valued at 3x annual base cash retainer within five years; all non-employee directors serving >3 years meet guidelines (includes Lee) .
- Pledging: Proxy discloses pledging by APCL, Dr. Zhang, and Dr. Luo; no pledging disclosed for Howard Lee .
| Item | Amount/Status | Source |
|---|---|---|
| Total beneficially owned shares | 209,802; <1% of outstanding | Security ownership table |
| Shares held of record | 144,701 | Footnote (6) |
| Options exercisable within 60 days | 65,101 | Footnote (6) |
| RSUs outstanding | 3,076 (vest 6/3/2025) | Director outstanding awards table |
| Stock ownership guideline status | Meets (>3 years of service) | Guidelines compliance |
| Shares pledged | None disclosed for Lee | Pledge footnote lists others |
Governance Assessment
- Board effectiveness: Lee contributes financial and biotech investment expertise on the Audit and Nominating Committees; he co-signed the Audit Committee report and participated in a committee that met five times in 2024, supporting robust oversight of reporting, risk, and governance .
- Independence and engagement: Affirmed independent under Nasdaq; attended at least 75% of Board/committee meetings in 2024; attended the 2024 annual meeting, signaling engagement .
- Ownership alignment: Holds equity and meets director ownership guidelines; annual equity mix aligns director incentives with shareholders through RSUs and options with time-based vesting .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Lee; his external role at TAHO is noted, but proxy lists RPTs tied to entities controlled by the CEO/Chair, not Lee .
- RED FLAGS: None identified specific to Lee. Pledging risk exists at APCL/Zhang/Luo, but not for Lee; compensation structure for directors remains standard without repricing or tax gross-ups disclosed .