Jack Zhang
Chief Executive Officer, President, Chief Scientific Officer at 
Amphastar Pharmaceuticals
Amphastar PharmaceuticalsCEO
Executive
Board
About Jack Zhang
Jack Yongfeng Zhang, Ph.D., age 78, co-founded Amphastar in 1996 and has served as CEO since inception; he was President from 1996–2013 and reappointed President in April 2020, and has been Chief Scientific Officer since 2005. He holds a Ph.D. in chemistry from SUNY Stony Brook and was a Post-Doctoral Research Associate at Caltech; he is named as an inventor on several U.S. and foreign patents . Amphastar’s 2024 sales were $732.0 million (+13.6% YoY) and GAAP net income was $159.5 million; non-GAAP adjusted net income was $200.8 million . Stock price appreciation was not achieved in 2024 (-40%), and the Company’s TSR under Dodd‑Frank “pay versus performance” ended 2024 at $192.48 vs $100 initial base, down from $320.63 in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amphastar Pharmaceuticals, Inc. | Chief Executive Officer; President; Chief Scientific Officer; Director | CEO since 1996; President 1996–2013, reappointed Apr 2020; CSO since 2005; Director since 1996 | Founder leadership; R&D oversight; long-tenured operator and board member |
| APCL (Applied Physics & Chemistry Laboratories, Inc.) | Co-founder and President | 1989–2002 | Built analytical lab capabilities; inventor on patents; technical foundations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| California Institute of Technology | Post-Doctoral Research Associate | Post-doc (year not specified) | Advanced scientific credentials supporting CSO role |
| State University of New York, Stony Brook | Ph.D. in Chemistry | Degree completion prior to 1989 (not specified) | Technical foundation; patents inventor |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Base Salary | $915,308 | Approved by Compensation Committee; modest 2% YoY increase |
| General Annual Bonus (“Bonus” column) | $317,078 | Based on strategic and individual goals |
| PBB (Non-Equity Incentive Compensation) | $444,000 | Earned across Sales, Filings, Approvals, and General Corporate Goals; stock price appreciation not achieved |
| Perquisites/Other | $54,357 | Includes $35,703 vehicle allowance; 401(k) contribution $10,350; group life insurance and medical reimbursements |
Performance Compensation
| Metric | Target Structure | Actual 2024 Result | Payout (Dr. Zhang) | Vesting/Timing |
|---|---|---|---|---|
| Sales Growth vs. 2023 | Minimum: 5.0–14.0% ($103k); Target: 14.1–19.0% ($128k); Stretch: 19.1–24.0% ($160k); Super Stretch: >24.0% ($192k) | 13.6% (Minimum) | $103,000 | Paid post year-end per plan |
| Stock Price Appreciation (12/31/23–12/31/24) | 5% ($103k); 10% ($128k); 15% ($160k); 20% ($192k) | -40.0% (Not achieved) | $0 | n/a |
| Filing of ANDA/NDA/BLA or BLA progress | 1 ($110k); 2 ($137k); 3 ($172k); >3 ($206k) | One filing (Minimum) | $110,000 | Paid post year-end |
| Approval of ANDA/NDA | 1 ($117k); 2 ($147k); 3 ($183k); >3 ($220k) | One approval (Minimum) | $117,000 | Paid post year-end |
| General Corporate Goals (5 sub-metrics) | 1 ($73k); 2 ($92k); 3 ($114k); >3 ($137k) | 3 achieved (Stretch): sales growth > median vs WTW peers; adjusted BAQSIMI sales > 2024 forecast; adjusted net income > $145m; earnings growth % above median not achieved; diabetes pipeline Phase III not achieved | $114,000 | Paid post year-end |
Notes:
- Long-term incentive design for 2024: equal mix of stock options and RSUs; 4-year annual vest; options 10-year term; exercise price set at grant-date FMV .
Equity Grants (2024)
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Exercise Price | Vesting Schedule |
|---|---|---|---|---|---|
| RSUs | 3/4/2024 | 64,310 | $3,001,991 | n/a | 4 equal annual installments beginning 3/4/2025 |
| Stock Options | 3/4/2024 | 135,473 | $3,002,025 | $46.68 per share | 4 equal annual installments beginning 3/4/2025; 10-year term |
Additional 2024 equity activity:
- Options exercised: 922,046 shares; value realized $28,122,387 .
- RSUs vested: 71,376 shares; value realized $3,139,065 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 12,482,416 shares (25.1% of outstanding as of 3/31/2025) |
| Breakdown | APCL: 6,827,679 shares; Dr. Zhang directly: 2,423,282 shares; Dr. Luo directly: 1,090,894 shares; Options exercisable within 60 days: Dr. Zhang 1,492,274; Dr. Luo 648,287 |
| Shares Pledged | APCL: 900,000; Dr. Zhang: 600,000; Dr. Luo: 500,000 (pledged as collateral to secure personal indebtedness including lines of credit) |
| Stock Ownership Guidelines | CEO required to hold 3x base salary; guideline compliance: all named executives and non-employee directors >3 years currently meet guidelines |
| Hedging/Pledging Policy | Hedging prohibited; pledging limited to ≤25% of individual holdings or ≤5% of total outstanding shares, whichever is lower |
Employment Terms
| Term | Provision |
|---|---|
| Agreement Term | Initial 3-year term; auto-renewal for successive 1-year periods unless 90 days’ prior notice of non-renewal |
| Severance (apart from change-of-control) | Lump sum 3× (base salary + average bonus for last 3 years); continued health premiums for the longer of 12 months or remainder of term; vesting of unvested equity (subject to award terms) |
| Severance (in connection with change-of-control) | Additional lump sum 3× (base salary + average bonus for last 3 years); extends health premium period by 12 months; full vesting of all unvested equity outstanding immediately prior to CoC (subject to award terms) |
| 280G Treatment | Best-net (no excise tax gross-up) |
| Estimated Severance (as of 12/31/2024) | Apart from CoC: $14,686,351 total ($5,519,503 cash; $9,161,370 equity; $5,478 health); In connection with CoC: $20,211,332 total ($11,039,006 cash; $9,161,370 equity; $10,956 health) |
| Clawback | Recovery of erroneously awarded cash or equity incentive comp if restatement caused by gross negligence, intentional misconduct, or fraud by executive |
| Deferred Compensation Plan | Available; Dr. Zhang had no contributions or withdrawals for 2024 |
Board Governance Snapshot
- Board service: Director since 1996; Class III nominee for term ending 2028 .
- Board leadership: Chairman is Mary Z. Luo (employee; not independent); CEO is Jack Zhang; Lead Independent Director is Richard Prins (since April 2019) .
- Independence: Jack Zhang is not independent; 6 of 10 directors are independent under Nasdaq .
- Committee roles: Jack Zhang is not listed as a member of audit, compensation, or nominating committees; the committees comprise independent directors .
- Attendance: Board held 5 meetings in 2024; each director attended ≥75% of meetings; all ten attended 2024 annual meeting .
- Family relationship: Jack Zhang and Mary Luo are husband and wife (dual executive/board roles) .
- Director compensation: Employees do not receive additional board compensation .
Performance & Track Record
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | $349,846,000* | $437,768,000* | $498,987,000* | $593,238,000* | $712,814,000* |
| EBITDA ($USD) | $34,781,000* | $94,954,000* | $132,266,000* | $237,722,000* | $258,386,000* |
Values retrieved from S&P Global.*
Additional context:
- 2024 reported “Sales” $732.0m (+13.6% YoY); GAAP net income $159.5m; non-GAAP adjusted net income $200.8m .
- Pay vs Performance TSR (initial $100 investment): $145.26 (2022), $320.63 (2023), $192.48 (2024) .
Compensation Peer Group & Say‑on‑Pay
- Peer group (2024 decisions): 18 biotech/pharma companies (e.g., Alnylam, Exelixis, Prestige Consumer Healthcare, Sarepta; removals: FibroGen, Travere, Vanda) based primarily on revenue 1/3–3× Amphastar; targeting the 75th percentile for similarly situated roles; WTW served as independent consultant, reviewed for conflicts .
- 2024 Say‑on‑Pay approval: ~95% of votes cast in favor .
- Financial performance measures linked to compensation: sales growth vs 2023; adjusted net income; relative TSR vs NASDAQ Biotechnology Index .
Related Party Transactions (Governance Risk Indicators)
- Hanxin: Contract manufacturing and R&D agreements; Amphastar recognized ~$460,697 in manufacturing services revenue since 1/1/2024; paid ~$244,954 for RCB development/scale‑up; Hanxin majority owned by Jack Zhang, Mary Luo, and family .
- Letop: Supply agreement; ANP paid ~$3,091 since 1/1/2024; Letop majority owned by Jack and Mary Luo’s son .
- Genreach (Hanxin subsidiary): 10-year exclusive distribution for Primatene MIST in Greater China; ~$1.1m revenue recognized since Aug 2024 .
- Indemnification agreements with directors and officers .
- Audit Committee oversight and formal related-party policy in place .
Equity Ownership & Pledging Detail
| Holder | Shares | Notes |
|---|---|---|
| APCL (owned by Drs. Zhang & Luo and BLZ Trust) | 6,827,679 | 900,000 pledged |
| Jack Y. Zhang (direct) | 2,423,282 | 600,000 pledged |
| Mary Z. Luo (direct) | 1,090,894 | 500,000 pledged |
| Options (exercisable <60 days) | Dr. Zhang: 1,492,274; Dr. Luo: 648,287 | Included in beneficial ownership |
| Total beneficial ownership (combined) | 12,482,416 | 25.1% of outstanding |
Investment Implications
- Alignment: Very high insider ownership (25.1%) and equal-mix equity grants support long-term alignment; CEO meets stock ownership guideline (3× salary) and is subject to clawback policy .
- Performance linkage: 2024 PBBs tied to concrete operational milestones (sales, filings, approvals, TSR) produced payouts in four of five categories while stock appreciation was not achieved; incentives appear responsive to operational outcomes .
- Red flags: Material pledging of shares by APCL, Zhang, and Luo introduces potential forced selling risk under adverse market conditions; multiple related-party transactions with Hanxin/affiliates elevate governance scrutiny despite audit committee oversight .
- Retention and CoC economics: Robust severance and full vesting on CoC (total estimated up to $20.2m as of 12/31/2024) reduce retention risk but increase transaction costs, potentially impacting M&A dynamics; no 280G tax gross‑ups (best‑net) mitigates shareholder-unfriendly features .
- Trading signals: Significant 2024 option exercises (922,046 shares; $28.1m value realized) and upcoming multi-year RSU/option vesting could create episodic supply; stock price decline in 2024 (-40%) and TSR retracement warrant monitoring of insider Form 4 filings and blackout windows .
- Governance structure: Dual executive/board roles within a spousal relationship and a non‑independent chair are mitigated in part by a Lead Independent Director and majority independent board; still, independence optics may concern governance-focused investors .