ULTRAGENYX PHARMACEUTICAL INC (RARE)
Sector: Health Care
2026 Annual Meeting Analysis
ULTRAGENYX PHARMACEUTICAL INC · Meeting: May 14, 2026
Directors FOR
0
Directors AGAINST
3
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class I Directors
Against Analysis
Dr. Kakkis has served as CEO and director since the company's founding in 2010, giving him full accountability for the stock's severe 3-year decline of nearly 48%, which trails the company's own peer group by about 85 percentage points — well above the 20-point trigger threshold; the 5-year record is even worse at -82%, confirming this is sustained, not temporary, underperformance.
Dr. Suliman joined the board in 2019, meaning she has been a director throughout the entire 3-year underperformance window; with the stock down nearly 48% while peers gained about 37%, the gap of roughly 85 percentage points far exceeds the 20-point trigger, and the 5-year record provides no mitigation as it is similarly poor.
Mr. Welch has served as a director since 2015 and as Independent Chairman, giving him direct responsibility for board oversight during the full underperformance period; with RARE trailing its peer group by about 85 percentage points over three years and by nearly 127 percentage points over five years, both the 3-year trigger and 5-year confirmation point firmly to a vote against.
For Analysis
All three Class I nominees are subject to the TSR underperformance trigger: Ultragenyx's stock has fallen roughly 48% over three years while its disclosed peer group gained about 37%, a gap of 85 percentage points that far exceeds the 20-point threshold for companies with negative absolute returns. The 5-year record is worse still, providing no mitigation. All three directors have served throughout the underperformance period and receive AGAINST votes.
Say on Pay
✗ AGAINSTCEO
Emil D. Kakkis, M.D., Ph.D.
Total Comp
$11,405,535
Prior Support
68%%
Ultragenyx received only 68% support on last year's say-on-pay vote — below the 70% threshold that triggers a No vote unless meaningful changes are made; while the company has taken some positive steps (downward discretion on bonuses, increased performance-based award percentages, longer vesting periods), the core misalignment between pay and shareholder outcomes remains severe. The CEO received over $11.4 million in total compensation for a year in which the stock fell roughly 48% and trailed the XBI — SPDR S&P Biotech ETF by more than 109 percentage points over three years, representing one of the worst records among the company's own disclosed peers. The incremental governance improvements made in response to last year's vote do not sufficiently address the fundamental disconnect between executive pay levels and the shareholder experience over a sustained multi-year period.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,610,000
Non-Audit Fees
$108,000
Ernst & Young's non-audit fees (tax compliance and advisory work) totaled $108,000 against audit fees of $2,610,000, a ratio of about 4% — well below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for a company of Ultragenyx's size; while the proxy states EY has audited the company 'since inception,' a specific tenure year is not disclosed, so the tenure trigger cannot be confirmed and does not fire under policy.
Overall Assessment
All three Class I director nominees receive AGAINST votes due to severe and sustained stock price underperformance — Ultragenyx has trailed its own disclosed peer group by approximately 85 percentage points over three years and nearly 127 percentage points over five years, with both the CEO/founder and independent directors bearing full accountability. The say-on-pay vote also receives an AGAINST determination driven by the combination of below-70% prior-year support and a fundamental misalignment between executive pay levels and the shareholder experience reflected in the stock's dramatic underperformance versus the XBI benchmark; the auditor ratification passes cleanly with a non-audit fee ratio of only about 4%.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing