William Peters
Chief Financial Officer, Executive Vice President of Finance, Treasurer at 
Amphastar Pharmaceuticals
Amphastar PharmaceuticalsExecutive
Board
About William J. Peters
William J. Peters is Amphastar’s Chief Financial Officer, Executive Vice President of Finance, Treasurer, President of International Medication Systems, Limited, and a Class I director since August 2022; age 57 as of April 7, 2025. He holds an MBA from The Wharton School and a BS from Bucknell University, with prior finance roles at Merck and GE and CFO experience at Hi-Tech Pharmacal (2004–2014) . Company performance context: 2024 sales were $732.0 million (+13.6% YoY) and GAAP net income was $159.5 million; non-GAAP adjusted net income rose to $200.8 million, and Amphastar’s 2024 TSR index value was 192.48 vs NASDAQ Biotech peer 118.20, with strong say‑on‑pay support (~95%) at the 2024 meeting .
Past Roles (Amphastar)
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amphastar Pharmaceuticals, Inc. | Chief Financial Officer and Treasurer | Apr 2014–May 2021 (CFO & Treasurer); May 2021–present (CFO, EVP Finance, Treasurer) | Led finance during major growth and BAQSIMI integration; capital markets and incentive design input . |
| International Medication Systems, Limited (Amphastar subsidiary) | President | Mar 2016–present | Oversight of manufacturing and operations supporting product portfolio scaling . |
| Amphastar Pharmaceuticals, Inc. | Director (Class I) | Aug 2022–present; term expires 2026 | Executive director providing financial oversight; dual-role governance considerations . |
External Roles (Pre-Amphastar)
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hi-Tech Pharmacal Co., Inc. | CFO | 2004–2014 | Public-company CFO experience in pharma generics; M&A and growth execution . |
| Hi-Tech Pharmacal Co., Inc. | VP Corporate Development | 2003–2004 | Corporate development, transactions pipeline . |
| Merck & Co., Inc. (Medco subsidiary and other roles) | Director, Financial Evaluations; other finance roles | ~1996–2003 (7-year career) | Large-cap pharma analytics; disciplined capital allocation . |
| General Electric (Aerospace) | Financial Management Program; financial analysis/internal audit | Early career | Rigorous financial training and controls . |
Board Service
- Classification and tenure: Class I director since August 2022; current term expires in 2026 .
- Independence and committees: Peters is an employee director and not independent; employee directors do not receive director compensation. He is not listed as a member of audit, compensation, or nominating committees; those committees are fully independent with designated chairs and charters .
- Attendance and governance: Board held five meetings in 2024; each director attended at least 75% of Board/committee meetings; all ten directors attended the 2024 annual meeting. Lead Independent Director: Richard Prins .
- Dual-role implications: As CFO and director, Peters is not independent; oversight is mitigated by a lead independent director, independent committees, and formal charters (audit, compensation, nominating) .
Fixed Compensation (Multi-Year)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $584,058 | $612,579 | $625,527 |
| Bonus ($) | $264,147 | $283,232 | $292,616 |
| Non-Equity Incentive Plan Compensation ($) | $222,000 | $261,000 | $121,000 |
| All Other Compensation ($) | $48,972 | $55,475 | $56,713 |
| Total Cash (Salary + Bonus + NEIP + Other) ($) | $1,119,177 | $1,212,286 | $1,095,856 |
| Equity – Stock Awards ($) | $763,967 | $840,485 | $907,459 |
| Equity – Option Awards ($) | $764,034 | $840,529 | $907,546 |
| Total Compensation ($) | $2,647,178 | $2,893,300 | $2,910,861 |
Performance Compensation
2024 Performance-Based Bonus (PBB) Framework and Payouts
| Metric | Target Structure | Actual 2024 Result | Payout to Peters ($) | Vesting |
|---|---|---|---|---|
| Sales Growth vs. 2023 | Min 5–14%; Target 14.1–19%; Stretch 19.1–24%; Super >24% | 13.6% (Minimum) | $50,000 | Cash; not disclosed as vesting; treated as earned |
| Stock Price Appreciation (12/31/23–12/31/24) | Min 5%; Target 10%; Stretch 15%; Super 20% | −40.0% (Not achieved) | $0 | Cash |
| Filing of ANDA/NDA/BLA or BLA progress | Min 1; Target 2; Stretch 3; Super >3 | One Filing (Minimum) | $20,000 | Cash |
| Approval of ANDA/NDA/BLA | Min 1; Target 2; Stretch 3; Super >3 | One Approval (Minimum) | $20,000 | Cash |
| General Corporate Goals (composite of 5 KPIs) | Min 1; Target 2; Stretch 3; Super >3 | Achieved 3 (Stretch) | $31,000 | Cash |
| Total PBB Paid | — | — | $121,000 | — |
Special Discretionary Bonuses (2024): $100,000 for BAQSIMI integration and pipeline/efficiency achievements, approved by the compensation committee upon CEO recommendation .
2023 PBB Achievements (for context)
| Metric | Level Achieved | Payout to Peters ($) |
|---|---|---|
| Sales Growth vs. 2022 | Super Stretch (29.1%) | $92,000 |
| Stock Price Appreciation | Super Stretch (120.7%) | $92,000 |
| Filing (ANDA/NDA/BLA) | Minimum | $20,000 |
| Approval (ANDA/NDA/BLA) | Minimum | $20,000 |
| General Corporate Goals | Super Stretch (4 met) | $37,000 |
| Total PBB Paid | — | $261,000 |
| Special Discretionary Bonuses | — | $94,400 |
Equity Ownership & Alignment
- Total beneficial ownership: 249,689 shares, consisting of 55,711 shares held, 193,217 options exercisable within 60 days, and 761 RSUs vesting within 60 days; <1% of outstanding shares (47,670,177 outstanding as of March 31, 2025) .
- 2024 equity grants: 19,440 RSUs and 40,955 options at $46.68, each vesting in 4 equal annual installments over 4 years; options carry a 10-year term .
- Outstanding unvested equity at 12/31/2024: 19,440 RSUs (market value $721,807) and multiple tranches of time-vested options, including the 3/4/2024 grant (40,955 unexercisable; exercise price $46.68) .
- Exercises/vestings:
- 2024: 26,534 options exercised (value realized $846,739) and 30,708 RSUs vested (value $1,341,808) .
- 2023: 212,312 options exercised (value realized $7,167,391) and 31,213 RSUs vested (value $1,158,504) .
- Stock ownership guidelines: Executive officers must hold shares valued at 1x base salary; all named executives currently meet guidelines .
- Hedging/pledging: Hedging and derivatives are prohibited; pledging limited to ≤25% of personal holdings and ≤5% of total shares. No pledged shares disclosed for Peters in beneficial ownership footnotes .
Employment Terms (Retention, Severance, CIC)
- Agreement terms: Initial 3-year term with automatic one-year renewals; severance entitlement unless resignation without “good reason” or termination for “cause” .
- Severance multiples:
- Termination apart from Change of Control (CoC): 2x (base + average bonus), health premium continuation, and equity vesting per award terms (favorable acceleration provided) .
- Double-trigger CoC (termination within 1 year of CoC): an additional 2x (base + average bonus), extended health premium period (+12 months), and full vesting of all unvested equity immediately prior to CoC (subject to more favorable award terms) .
- Estimated payout values (as of 12/31/2024, stock price $37.13):
Scenario Cash Severance ($) Equity Acceleration ($) Health Coverage ($) Total ($) Termination apart from CoC $2,209,848 $2,680,828 $11,718 $4,902,394 Termination in connection with CoC $4,419,696 $2,680,828 $23,436 $7,123,960 - 280G excise tax: Best-net cutback vs full payout to maximize after-tax value .
- Definitions: “Cause” (willful failure/misconduct/material breach with cure rights) and “Good Reason” (material reduction in duties, relocation >50 miles, company breach with cure) .
Compensation Committee & Peer Benchmarking
- Independent oversight: Compensation committee (Chair: Richard Prins; members: Michael A. Zasloff, Floyd F. Petersen) is fully independent and operates under a charter; it oversees compensation policy, clawbacks, and incentive/equity plans .
- Consultant: Willis Towers Watson serves as independent compensation advisor; committee determined no conflicts of interest .
- Peer group methodology: Revenues 1/3–3x Amphastar; 18 biotech/pharma peers used for 2024 decisions (e.g., Alnylam, Exelixis, Prestige Consumer Healthcare, Sarepta); target positioning around the 75th percentile for certain roles .
- 2024 say-on-pay: ~95% approval; committee maintained approach given strong shareholder support .
Director Compensation (for Peters)
- Employee directors do not receive director cash retainers or director equity grants in addition to employee compensation .
Performance & Track Record Indicators
- 2024 operating outcomes used in pay program: Sales +13.6% YoY; GAAP net income $159.5m; non-GAAP adjusted net income $200.8m .
- Pay vs performance: Company’s 2024 TSR index value 192.48 vs NASDAQ Biotech peer 118.20; compensation “actually paid” framework disclosed in detail (including equity fair value changes), indicating a pay-for-performance orientation with significant equity at-risk .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support ~95%; committee commits to ongoing investor engagement and responsiveness .
Risk Indicators & Red Flags
- Insider selling pressure: Large 2023 option exercise (212k shares; $7.17m realized) followed by much smaller 2024 exercise (26.5k shares; $0.85m). Periodic RSU vesting and 4-year equity vest schedules can create predictable trading windows and potential selling pressure around vest dates .
- Governance mitigants: Lead independent director, fully independent audit/compensation/nominating committees, clawback policy, minimum vesting requirements, hedging prohibition and pledging limits .
Investment Implications
- Alignment: Peters’ equity mix (RSUs and options vesting over 4 years; sizable unvested RSUs; 10-year options) and ownership guideline compliance indicate strong alignment, while significant historical option exercises suggest liquidity management that may create episodic selling pressure near vesting/exercise windows .
- Incentive quality: 2024 PBB tied to sales growth, product filings/approvals, and corporate KPIs; stock price metric was a negative offset in 2024 (no payout) highlighting sensitivity to shareholder returns in cash incentives .
- Retention economics: Double-trigger CIC with 2x cash plus full equity acceleration and extended health benefits creates meaningful retention but also elevates potential change-of-control costs; estimated CIC total of ~$7.1m for Peters at 12/31/2024 .
- Governance: Executive-director dual role (non-independent) is mitigated by structures and policies; strong say-on-pay support suggests investor acceptance of pay design and outcomes .