Richard Prins
Amphastar PharmaceuticalsAbout Richard Prins
Richard Prins, age 68 as of April 7, 2025, is Amphastar’s Lead Independent Director (since April 2019) and has served on the Board since February 2002; he is currently a member of the Audit Committee and the Chair of the Compensation Committee . His background includes corporate finance and investment banking leadership at FBW and Crestar Bank, and he holds a B.A. from Colgate University and an M.B.A. from Oral Roberts University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tuscarora Corp. | Assistant to the Chairman; various roles | 1983–1988 | Leveraged buyout firm experience (finance/operations) |
| Crestar Bank (now Truist Bank) | Managing Director, in charge of M&A | 1988–1996 | Led mergers and acquisitions activity |
| FBW | Director of Investment Banking | 1996–2008 (FBW acquired by RBC in 2008) | Ran investment banking until RBC acquisition |
| Private investor | Private investor | Since 2008 | Ongoing investment leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IGC Pharma, Inc. | Director; Chairman of the Board | Director since 2007; Chairman since 2012 | Board leadership at public biopharma |
| EPH4, LLC | Lead investor; Chairman | Current | Investment oversight |
| Advancing Native Missions | Board member; Head of Operations & Stewardship; interim CEO | Since 2004 (various volunteer roles) | Non-profit operations leadership |
Board Governance
- Independence: Board determined Prins is “independent” under Nasdaq listing standards .
- Lead Independent Director: Serves as liaison to Chair/CEO, presides executive sessions, disseminates information, and raises issues with management on behalf of outside directors .
- Committees and roles:
- Audit Committee member; committee held five meetings in 2024 .
- Compensation Committee Chair; committee held five meetings in 2024 .
- Attendance: Board held five meetings in 2024; each director attended at least 75% of board and committee meetings for periods served; all ten directors attended the 2024 annual meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (base) | $55,000 | Non-employee directors |
| Lead Independent Director fee | $30,000 | Additional to base |
| Committee Chair fees | Audit $25,000; Compensation $20,000; Nominating $12,750 | |
| Committee Member fees | Audit $12,500; Compensation $10,000; Nominating $6,000 | |
| Annual equity grant (directors) | $260,000 grant-date fair value | 50% RSUs, 50% stock options; vest on first anniversary |
| 2024 Director Pay – Richard Prins | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $115,118 |
| Stock Awards (RSUs) – grant-date fair value | $129,961 |
| Option Awards – grant-date fair value | $130,042 |
| All Other Compensation | — |
| Total | $375,121 |
Notes: Equity values reflect ASC 718 grant-date fair value .
Performance Compensation
| Compensation Element | Performance Metric(s) | Targets/Measurement | Vesting/Terms |
|---|---|---|---|
| Director RSUs | None (service-based) | N/A | Vest on first anniversary of grant |
| Director Stock Options | None (service-based) | N/A | Vest on first anniversary; 100% FMV exercise price at grant; 10-year term (policy description for executives; directors follow plan terms) |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| IGC Pharma, Inc. | Director; Chairman | No AMPH-disclosed transactions with IGC; no interlocks disclosed in AMPH proxy |
| EPH4, LLC | Lead investor; Chairman | Private entity; no AMPH-related transactions disclosed |
| Advancing Native Missions | Volunteer leadership roles | Charitable involvement; related-party policy exempts certain charitable arrangements under thresholds |
Expertise & Qualifications
- Corporate finance/investment banking leadership; M&A execution experience at Crestar and FBW .
- Governance leadership: Lead Independent Director and Compensation Committee Chair .
- Education: B.A., Colgate University; M.B.A., Oral Roberts University .
Equity Ownership
| Item | Amount | Detail/Date |
|---|---|---|
| Total beneficial ownership | 69,164 shares; <1% of outstanding | As of March 31, 2025 (outstanding shares: 47,670,177) |
| Shares held of record | 26,985 | |
| Options exercisable within 60 days | 42,179 | |
| RSUs outstanding (unvested) | 3,076 (vest on June 3, 2025) | |
| Options outstanding (aggregate) | 49,043; includes 6,864 vesting June 3, 2025 | |
| Shares pledged as collateral | None disclosed for Prins | |
| Stock ownership guidelines | Directors to hold shares valued at 3× annual cash retainer; expected within 5 years; directors >3 years meet guidelines |
Compensation Committee Analysis
- Committee composition: Prins (Chair), Zasloff, Petersen; all independent; five meetings in 2024 .
- Independent compensation consultant: Willis Towers Watson (WTW) engaged in 2024; committee determined no conflicts of interest .
- Peer group methodology: Revenue 1/3–3× AMPH; peer group updated (adds: Alnylam, Exelixis, Prestige Consumer Healthcare, Sarepta; removes: FibroGen, Travere, Vanda) .
- Committee responsibilities: Oversees compensation philosophy, plans, clawback policy; administers incentive/equity plans; reviews employment and severance arrangements .
Related Party Transactions
- Policy: Audit Committee reviews/approves related-party transactions >$120,000; considers nature, terms, importance, judgment impairment; certain transactions deemed not related (e.g., standard director compensation, small charitable ties) .
- Prins-specific: No related party transactions disclosed involving Prins .
Governance Assessment
- Strengths:
- Independent status; Lead Independent Director since 2019, adding oversight and liaison functions .
- Active committee leadership (Compensation Chair) and Audit membership; both committees met five times in 2024 .
- Attendance: at least 75% of board/committee meetings; full board attendance at 2024 annual meeting .
- Equity alignment: annual RSU/options grants; unvested RSUs/options outstanding and compliance with stock ownership guidelines for directors >3 years .
- Use of independent compensation consultant (WTW) with no conflicts .
- Watch items / RED FLAGS:
- Tenure since 2002—long service can raise independence perception concerns despite formal independence .
- External commitments (Chair at IGC Pharma) require ongoing monitoring for potential time/interest conflicts; none disclosed by AMPH to date .
- General board-level concentration: Founders have pledged shares as collateral (APCL/Drs. Zhang and Luo), which is a governance risk at the company level; not linked to Prins .