Rong Zhou
Senior Executive Vice President of Production Center; Executive Vice President of Scientific Affairs; President of Amphastar Nanjing Pharmaceuticals, Co., Ltd. at 
Amphastar Pharmaceuticals
Amphastar PharmaceuticalsExecutive
About Rong Zhou
Rong Zhou, age 66, is Senior Executive Vice President of Production Center; Executive Vice President of Scientific Affairs; and President of Amphastar Nanjing Pharmaceuticals, Co., Ltd. He joined Amphastar in October 1998 and has held progressively senior roles across scientific affairs, manufacturing, and subsidiary leadership. He holds a B.S. in Chemical Engineering from Fuzhou University and an M.S. from Youngstown State University . Company performance metrics tied to executive incentives in 2024 included sales growth, stock price appreciation, regulatory filings and approvals, and general corporate goals; Amphastar reported 2024 sales of $732.0 million (+13.6% YoY) and GAAP net income of $159.5 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amphastar Pharmaceuticals | Senior EVP, Production Center | Feb 2023–present | Oversees production; links incentives to sales growth, filings/approvals, and corporates goals . |
| Amphastar Pharmaceuticals | EVP, Scientific Affairs | Feb 2023–present | Leads scientific affairs; supports pipeline execution and approvals . |
| Amphastar Nanjing Pharmaceuticals (subsidiary) | President | Feb 2021–present | Leads China operations and manufacturing . |
| Amphastar Pharmaceuticals | EVP, Production Center | Jun 2015–Feb 2023 | Scaled production; supported portfolio expansion . |
| Armstrong Pharmaceuticals (subsidiary) | President | Mar 2014–Feb 2023 | Drove Primatene MIST growth and efficiencies . |
| Amphastar Pharmaceuticals | SVP, Scientific Affairs | Aug 2012–promotion | Advanced development programs . |
| Amphastar Pharmaceuticals | Corporate VP, Scientific Affairs | Oct 2001–Aug 2012 | Built scientific affairs function . |
External Roles
No external directorships or public company board roles disclosed for Rong Zhou in the latest proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $463,116 | $542,334 | $564,476 (includes $24,976 accrued vacation cash) |
| Bonus ($) | $196,251 | $209,876 | $235,076 |
| All Other Compensation ($) | $41,686 | $43,087 | $43,361 (401k $9,180; health/dental $7,007; medical $6,356; vehicle $16,627; life insurance $4,191) |
| Base Salary Rate ($) | — | — | $539,500 (approved 2024 base; +4% YoY; 9% below 75th percentile) |
Performance Compensation
| Component | Design/Targets | Actual/Payout | Vesting/Timing |
|---|---|---|---|
| Performance-Based Bonus (PBB) | Five metrics with tiered thresholds: Sales Growth vs. 2023 (5.0–14.0% min → >24% super-stretch); Stock Price Appreciation (5% → 20%); Filings (ANDA/NDA/BLA, or BLA progress: 1 → >3); Approvals (ANDA/NDA/BLA: 1 → >3); General Corporate Goals (5 sub-goals, 1 → >3 achieved) . | Non-Equity Incentive Plan Compensation (total PBB) = $116,000 for 2024 . | Paid upon committee approval per plan; not equity-vested . |
| General Annual Bonus | Based on progress toward strategic and individual goals; max/actual amounts assessed after CEO/committee evaluation . | Included in Bonus column ($235,076 for 2024); component breakdown not separately disclosed . | Cash payout after committee approval . |
| Special Discretionary Bonus | $500,000 pool (excludes CEO); awarded for significant unanticipated achievements (e.g., BAQSIMI integration, production efficiencies, pipeline advancement, Primatene MIST >$100M sales) . | $100,000 to Rong Zhou (two $50,000 tranches) . | Cash payout after committee approval . |
| Long-Term Incentives (2024 grants) | Options + RSUs (50/50), 4-year equal annual vesting; Options 10-year term; strike at grant-date FMV . | Options intended value $584,525; RSUs intended value $584,480; total $1,169,005 . | RSUs vest 4 equal annual tranches starting Mar 4, 2025; Options vest in 4 equal annual tranches; option term to Mar 4, 2034 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 439,300 shares (direct 92,437; Zhou Family Trust 99,668; spouse 5,000; options exercisable within 60 days 242,195); <1% of shares outstanding . |
| Outstanding Options (12/31/24) | Multiple grants; 3/4/24 unexercisable 26,378 @ $46.68 exp. 3/4/2034; prior grants with portions exercisable/unexercisable at $17.99, $34.74, $35.13; older grants fully vested . |
| Outstanding RSUs (12/31/24) | 12,521 (3/4/24 grant; vests in 4 annual tranches beginning 3/4/2025); additional RSUs from 2021–2023 with remaining tranches . |
| Ownership Guidelines | Executives must hold shares equal to 1x base salary; all named executive officers with >3 years of service meet guidelines . |
| Hedging/Pledging Policy | Hedging and short sales prohibited; pledging capped at ≤25% of personal holdings or ≤5% of outstanding shares, whichever is lower . |
| Pledging Status | Proxy discloses pledging by APCL/Dr. Zhang/Dr. Luo; no pledging disclosure for Rong Zhou . |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Agreement | Company has severance/change-in-control agreements with CEO, COO, CFO; none with Rong Zhou . |
| Severance (non-CIC) | Not applicable to Rong Zhou (no agreement) . |
| Change-of-Control | Not applicable to Rong Zhou (no agreement); executives with agreements receive cash multiples, health coverage extension, and vesting acceleration; 280G cut-back applies, not gross-up . |
| Clawback | Company may recover erroneously awarded cash/equity incentives in case of restatement caused by gross negligence, intentional misconduct, or fraud by an executive . |
| Deferred Compensation | Executive contributions in 2024: $539,467; aggregate earnings $152,373; withdrawals $7,577 . |
| Insider Trading Policy | Prohibits derivatives and hedging; specifies trading windows and compliance . |
| Non-Compete/Non-Solicit | Not specifically disclosed for Rong Zhou; employment agreement terms summarized for CEO/COO/CFO only . |
Key 2024 Grants and Vesting Schedule (Rong Zhou)
| Grant Date | Instrument | Shares | Strike Price | Expiration | Vesting Start | Vesting Pattern |
|---|---|---|---|---|---|---|
| 3/4/2024 | Options | 26,378 | $46.68 | 3/4/2034 | 3/4/2025 | 4 equal annual installments, subject to service . |
| 3/4/2024 | RSUs | 12,521 | — | — | 3/4/2025 | 4 equal annual installments, subject to service . |
| 3/6/2023 | Options | 23,911 (unexercisable as of 12/31/24) | $35.13 | 3/6/2033 | 3/6/2024 | 4 equal annual installments . |
| 3/6/2023 | RSUs | 11,346 (unvested portion at 12/31/24) | — | — | 3/6/2025 | 3 equal annual installments . |
| 3/15/2022 | Options | 15,758 (unexercisable as of 12/31/24) | $34.74 | 3/15/2032 | 3/15/2023 | 4 equal annual installments . |
| 3/15/2022 | RSUs | 6,829 (unvested portion at 12/31/24) | — | — | 3/15/2025 | 2 equal annual installments . |
| 3/17/2021 | Options | 12,905 (unexercisable as of 12/31/24) | $17.99 | 3/17/2031 | 3/17/2022 | 4 equal annual installments . |
| 3/17/2021 | RSUs | 5,496 (unvested portion at 12/31/24) | — | — | 3/17/2025 | Single remaining tranche . |
| Older options (2016–2020) | Options | Fully vested/exercisable, various counts | $11.33–$13.03 | 2026–2030 | — | Fully vested . |
Multi-Year Total Compensation (Summary Compensation Table)
| Year | Salary ($) | Bonus ($) | Non-Equity Incentive ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | $564,476 | $235,076 | $116,000 | $584,480 | $584,525 | $43,361 | $2,127,918 |
| 2023 | $542,334 | $209,876 | $167,000 | $531,482 | $531,533 | $43,087 | $2,025,312 |
| 2022 | $463,116 | $196,251 | $134,000 | $474,479 | $474,534 | $41,686 | $1,784,066 |
Governance and Shareholder Feedback
- Say-on-Pay support: Approximately 95% approval at 2024 annual meeting, signaling strong shareholder endorsement of NEO compensation structure .
- Compensation committee and consultant: Committee chaired by Richard Prins; Willis Towers Watson engaged; market benchmarking at the 75th percentile where appropriate .
Risk Indicators & Related Party Context
- Clawback policy in place; minimum vesting of at least one year for 95% of shares under the plan .
- Hedging prohibited; pledging restricted; proxy notes pledging by founders’ entities but no pledge disclosure for Rong Zhou .
- Related party transactions disclosed with entities affiliated with founders; no specific related party transactions listed for Rong Zhou personally .
Investment Implications
- Pay-for-performance linkage: Zhou’s variable pay tied to concrete operational and regulatory milestones; his 2024 non-equity incentive payout ($116,000) aligns with achievements in sales growth, filings/approvals, and corporate goals .
- Retention dynamics: Significant unvested equity (options and RSUs vesting through 2028) creates continued alignment but also potential calendar-driven selling pressure around annual vest dates; absence of an individual employment/severance agreement may modestly elevate retention risk relative to CEO/COO/CFO .
- Ownership alignment: While his beneficial ownership is <1%, he meets stock ownership guidelines, holds sizable exercisable and unexercisable options, and has no pledging disclosed—supporting alignment without the red flag of pledged shares .
- Cash/equity mix trend: Multi-year compensation shows balanced cash and equity with rising LTI values in 2024; discretionary bonuses reward BAQSIMI integration and production/pipeline execution, reinforcing operational execution incentives .