Michael Zasloff
Amphastar PharmaceuticalsAbout Michael A. Zasloff
Independent director of Amphastar Pharmaceuticals since October 2005; age 79 as of April 7, 2025. He is Professor of Surgery and Pediatrics at Georgetown University School of Medicine (since 2002) and Scientific Director of the MedStar–Georgetown Transplant Institute; founder of Enterin, Inc. (2016, Director/Chief Scientific Officer) and BAZ Therapeutics (2023, Director). He previously served as Amphastar’s Lead Independent Director (2016–2019) and has held senior roles in biotech, academia, and NIH; education: B.A. (Columbia, biochemistry), M.D./Ph.D. (NYU School of Medicine).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MedStar–Georgetown Transplant Institute | Scientific Director | Current | Clinical/scientific oversight |
| Georgetown Univ. School of Medicine | Professor of Surgery & Pediatrics | 2002–present | Research leadership; former Dean of Research & Translational Science (2002–2004) |
| Magainin Pharmaceuticals (founder) | EVP & Vice Chairman | 1992–2001 | Biopharma executive experience |
| NIH (NICHD) | Chief, Human Genetics Branch | 1982–1988 | Federal research leadership |
| Ferris, Baker Watts (FBW) | VP & Senior Analyst (Life Sciences) | 2004–2007 | Capital markets/analyst expertise |
| UPenn/CHOP | Prof. (Pediatrics & Genetics), Chief, Human Genetics | 1988–1992 | Academic leadership |
External Roles
| Entity | Type | Role | Since | Notes |
|---|---|---|---|---|
| Enterin, Inc. | Private biopharma | Director & Chief Scientific Officer (founder) | 2016 | Neurodegenerative therapeutics |
| BAZ Therapeutics | Private biopharma | Director (founder) | 2023 | Aging-related therapeutics |
Board Governance
- Independence: The board determined Dr. Zasloff is independent under Nasdaq standards.
- Years of service: Director since 2005 (Class II; current term expires 2027).
- Committee assignments (2024): Compensation Committee member; Nominating & Corporate Governance Committee member. Not a chair.
- Attendance: In 2024, the Board met 5 times; each director attended at least 75% of Board and relevant committee meetings. Compensation Committee met 5 times; Nominating & Corporate Governance met 5 times.
- Prior leadership: Lead Independent Director (2016–2019).
- Lead Independent Director role description (for context): Presides over executive sessions, liaison with Chair/CEO, raises issues on behalf of outside directors.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $71,000 | Includes $55,000 base retainer plus committee member fees (Comp: $10,000; Nominating: $6,000) |
| Policy reference (non-employee directors) | Base cash: $55,000; Committee member fees: Audit $12,500, Comp $10,000, Nominating $6,000; Lead Independent Director add’l $30,000; Committee chairs: Audit $25,000, Comp $20,000, Nominating $12,750 | Program in effect; reimburses reasonable expenses |
Performance Compensation
| Equity Element | 2024 Value (ASC 718) | Grant Structure | Vesting | Notes |
|---|---|---|---|---|
| Stock awards (RSUs) | $129,961 | Annual director grant; 50% RSUs of $260,000 total equity value | Vests on first anniversary of grant | RSUs outstanding at 12/31/24: 3,076 units vesting June 3, 2025 |
| Option awards | $130,042 | 50% stock options of $260,000 total equity value; FMV strike on grant date | Vests on first anniversary of grant | Options outstanding: 88,644 total; of which 81,780 exercisable and 6,864 vesting June 3, 2025 |
Equity program: Annual $260,000 grant split 50/50 RSUs and options; one-year vest; options struck at FMV on grant date.
Other Directorships & Interlocks
- Other current public company directorships: None disclosed.
- Compensation Committee interlocks: None; no executive officer of Amphastar served on the compensation committee or board of an entity with reciprocal appointments.
Expertise & Qualifications
- Scientific/clinical: Senior academic and NIH leadership; biotech founder/executive; scientific director in transplantation.
- Capital markets: Former life sciences sell-side analyst (FBW).
- Governance: Prior Lead Independent Director of Amphastar.
- Education: B.A. Columbia (biochemistry); M.D./Ph.D. NYU School of Medicine.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 103,106 shares (<1% of outstanding) |
| Directly held | 21,326 shares |
| Options exercisable within 60 days (as of 3/31/25) | 81,780 shares |
| RSUs vesting within 60 days (as of 3/31/25) | Not listed for within 60 days; RSUs vest June 3, 2025 |
| Pledged shares | No pledges disclosed for Dr. Zasloff (pledges disclosed only for Drs. Zhang/Luo) |
| Ownership guidelines | Directors expected to hold shares = 3× annual base cash retainer; all non-employee directors with >3 years of service meet the guideline (includes Dr. Zasloff). |
Insider Trades (recent)
| Date (Trade) | Filing | Type | Shares | Price | Post-Trade Holdings | |---|---|---:|---:|---| | Mar 5, 2024 | Form 4 | Sale (open market) | 12,500 | $47.18 | 21,326 direct | | Mar 5, 2024 | Form 144 | Notice of proposed sale | — | — | — | | Jun 2, 2025 | Form 4 | Stock award (grant) | 5,122 | $0.00 (award) | Updated holdings per filing |
Note: The March 5, 2024 Form 4 reports an open-market sale; MarketBeat and OpenInsider corroborate the transaction, and a Form 144 was filed the same day. The June 2, 2025 award reflects the annual director equity grant cycle.
Director Compensation (detail)
| Metric | 2024 | Notes |
|---|---|---|
| Fees earned/paid in cash | $71,000 | Base plus committee fees |
| Stock awards (ASC 718) | $129,961 | RSUs |
| Option awards (ASC 718) | $130,042 | Stock options |
| Total | $331,003 | — |
| Outstanding options (12/31/24) | 88,644 | 81,780 exercisable; 6,864 vest 6/3/25 |
| Outstanding RSUs (12/31/24) | 3,076 | Vest 6/3/25 |
Board Effectiveness & Governance Signals
- Engagement and attendance: Met the company’s 75% attendance threshold; sat on two key committees (Compensation; Nominating & Corporate Governance).
- Independence and oversight: Independent director; prior service as Lead Independent Director suggests credibility with independent oversight.
- Compensation structure: Director pay uses a balanced mix of cash plus equity with one-year vesting and 50/50 RSU-options; aligns incentives to shareholder returns via option value while maintaining retention via RSUs.
- Ownership alignment: Holds equity and options; company ownership guidelines (3× retainer) are met by all tenured non-employee directors. No hedging is permitted; pledging is constrained by policy (limits apply; no pledges disclosed for Zasloff).
- Shareholder sentiment context: Say-on-pay support ~95% at 2024 annual meeting, signaling broad investor support of compensation practices (executive pay context).
Related-Party Transactions and Conflicts
- No related-party transactions involving Dr. Zasloff are disclosed. Related-party agreements in 2024–2025 involve entities affiliated with Drs. Zhang/Luo (e.g., Hanxin, Genreach, Letop); none attribute a material interest to Dr. Zasloff.
- Committee interlocks: None disclosed.
- RED FLAGS: None identified specific to Dr. Zasloff (no low attendance, no pledging, no disclosed related-party transactions).
Compensation Structure Analysis (signals)
- Cash vs. equity: 2024 mix ~21% cash / 79% equity by value ($71k cash vs. ~$260k equity), consistent with policy; option component maintains at-risk exposure to stock price performance.
- Vesting terms: One-year vest on director grants facilitates annual alignment while avoiding long deferrals; no evidence of option repricing or award modifications.
- Clawback & risk controls: Company-wide Clawback Policy applies to executives; director equity is plain-vanilla annual grants under the 2015 Plan with minimum vesting norms.
Governance Assessment
- Strengths: Independent; deep scientific and clinical expertise; prior lead independent experience; active on two governance-critical committees; satisfactory attendance; meaningful equity participation under robust ownership guidelines; no personal related-party transactions.
- Watch items: External leadership roles at private biotechs (Enterin, BAZ) create potential for thematic conflicts if Amphastar’s pipeline overlaps in future, though no conflicts are disclosed; modest insider sale in March 2024 (12,500 shares) is not atypical for liquidity/portfolio reasons but bears monitoring for patterns.
Overall, Dr. Zasloff’s profile supports investor confidence in board oversight: independent, engaged, and technically expert, with compensation and ownership aligned to shareholders and no disclosed conflicts.