Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 9, 2026, the Board of Directors (the “Board”) of Amphastar Pharmaceuticals, Inc.…
Amphastar is a biopharmaceutical company that focuses on developing, manufacturing, and commercializing technically challenging generic and proprietary injectable, inhalation, and intranasal products. Additionally, the Company sells active pharmaceutical ingredient, or API products. Most of the Company’s finished products are contracted and distributed through group purchasing organizations, drug wholesalers, and drug retailers. More information and resources are available at www.amphastar.com.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 9, 2026, the Board of Directors (the “Board”) of Amphastar Pharmaceuticals, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”), approved an increase to the authorized number of directors permitted to serve on the Board from ten (10) to eleven (11) directors and appointed Anthony Pierce, to serve as a Class III director, to hold office until the Company’s 2028 annual meeting of stockholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal, effective immediately. Mr. Pierce was not appointed to serve on any committees of the Board at this time.
The Board also determined that Mr. Pierce does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that he is independent within the meaning of the listing standards of the Nasdaq Stock Market LLC. There are no arrangements or understandings between Mr. Pierce and any other person pursuant to which he was selected as a director of the Company. There are no transactions between Mr. Pierce and the Company that would be reportable under Item 404(a) of Regulation S-K.
Mr. Pierce’s will receive both cash and equity compensation. He will receive an annual cash retainer of $55,000 (pro-rated for his start date). His equity compensation will initially consist of a grant comprised of 50% restricted stock units and 50% stock options with an aggregate grant date fair value of $300,000, which vests on the first anniversary of the date of grant, subject to continued service through the vesting date and will be consistent with other non-employee members of the Board thereafter, as described in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2026 under “Non-Employee Director Compensation,” and as may be amended from time to time by the Board. In connection with Mr. Pierce’s appointment as a director, the Company will enter into its standard form of indemnification agreement with Mr. Pierce.