Not independent
Tenure on this board
16.1 yrs
3 nominees · 4 ballot items.
Election of three Class I directors; approval of the Third Amended and Restated 2023 Incentive Plan to add 3.0M shares and extend term; ratification of Ernst & Young LLP as independent auditor; and advisory (non-binding) approval of named executive officers’ compensation.
Elect three Class I director nominees: Emil D. Kakkis, M.D., Ph.D.; Shehnaaz Suliman, M.D.; and Daniel G. Welch, for three-year terms.
Approve Third A&R 2023 Incentive Plan to add 3.0 million shares to the plan reserve and extend plan term through May 14, 2036.
The proposal asks shareholders to approve a third amendment and restatement of the company’s 2023 Incentive Plan to add 3.0 million shares to the plan reserve and extend its term to May 14, 2036. Management is seeking approval to ensure sufficient equity availability to continue granting awards used for recruitment, retention, and performance alignment—particularly important given Ultragenyx’s need to advance multiple gene therapy programs and support commercial operations. The board and Compensation Committee justify the request with analysis of historical burn rates (three-year average 5.62%), current outstanding awards, and anticipated hiring and awards over the near term; Aon, the independent compensation consultant, advised the Committee. Management emphasizes governance protections in the plan (no repricing without stockholder approval, no liberal share recycling, limits on director compensation, clawback policy, no automatic single-trigger acceleration, 10-year option term limit, and no evergreen feature). The company states that without approval it would not have adequate shares to grant competitive equity awards in 2026, potentially hampering hiring or requiring cash compensation increases. The proposal is standard for biotech companies seeking additional share authorization; key considerations for shareholders include the incremental dilution (estimated overhang ~21% if approved), the company’s approach of seeking smaller, more frequent increases, and the prevalence of governance protections. Investors should weigh the company’s plan usage patterns, stock price and underwater options (many options are currently out-of-the-money), and the board’s rationale linking equity to strategic priorities and retention. The Board recommends a vote FOR with rationale focused on talent retention, alignment of incentives, and governance features designed to limit dilution and protect shareholders.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote to approve the compensation of named executive officers as disclosed in the Proxy Statement.
This advisory say-on-pay proposal asks shareholders to approve the disclosed compensation of Ultragenyx’s named executive officers. Management argues the program aligns pay with performance by making a high proportion of pay at-risk through PSUs, RSUs and options, using multi-year performance measures (revenue, relative TSR, strategic objectives), and recent changes to increase PSU performance rigor and time horizons following shareholder feedback. The Compensation Committee exercised discretion in 2025 to reduce corporate performance payouts in response to clinical setbacks despite strong revenue performance; they engaged with Aon and stockholders and report enhanced transparency and adjustments to PSU metrics (higher TSR percentiles and longer revenue performance period). The vote is advisory but the company will consider shareholder feedback and may modify programs in response to adverse votes. The Board recommends a vote FOR this proposal.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.47% | 5,385,992 | $113M |
| 2 | STATE STREET CORP | 5.10% | 5,021,441 | $105M |
| 3 | AQR CAPITAL MANAGEMENT LLC | 4.63% | 4,561,242 | $96M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.25% | 4,189,831 | $88M |
| 5 | RTW INVESTMENTS, LP | 3.70% | 3,648,795 | $76M |
| 6 | SANDS CAPITAL MANAGEMENT, LLC | 3.26% | 3,214,533 | $67M |
| 7 | Sofinnova Investments, Inc. | 3.19% | 3,145,888 | $66M |
| 8 | BlackRock, Inc. | 3.09% | 3,043,910 | $64M |
| 9 | BlackRock, Inc. | 2.62% | 2,585,147 | $54M |
| 10 | Bellevue Group AG | 2.42% | 2,380,000 | $50M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.