Amrit Ray
Ultragenyx PharmaceuticalAbout Amrit Ray
Independent Class III director at Ultragenyx since 2022; age 52. Medical degree (M.B., Ch.B.) and B.S. (Honours) in Immunology from University of Edinburgh; MBA from Dartmouth Tuck. Former Global President, Head of R&D and Medical at Pfizer (Essential Health/Upjohn), senior leadership at Johnson & Johnson, Senior Adviser at Bain Capital Life Sciences, and Chief Patient Officer at Biohaven (prior to Pfizer acquisition). Currently trustee at The Hastings Center (bioethics) and Visiting Professor of Practice at Newcastle University (UK) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer, Inc. | Global President, Head of R&D and Medical, Essential Health/Upjohn | 2017–Jan 2021 | Led global R&D/medical across legacy portfolio; large-scale operating leadership |
| Johnson & Johnson (Janssen) | SVP, Chief Medical Officer; SVP, Chief Safety Officer; SVP External Affairs (Science & Medicine) | 2009–2017 | Drug safety governance; medical leadership; external scientific affairs |
| Bain Capital Life Sciences | Senior Adviser | Feb 2021–Mar 2022 | Investment advisory; portfolio strategy |
| Biohaven Ltd. | Chief Patient Officer | Mar–Dec 2022 | Patient strategy; role ended with Pfizer acquisition |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Fortrea Holdings Inc. | Director | Public | Global CRO; governance/commercial interlock potential to monitor |
| The Hastings Center | Trustee | Non-profit | Bioethics governance |
| Newcastle University (UK) | Visiting Professor of Practice | Academic | Medical Sciences faculty engagement |
| Several privately owned life science companies | Director | Private | Not individually named |
Board Governance
- Independence and tenure: Board determined Dr. Ray is independent; director since 2022; current Class III term up in 2025 .
- Committee chair: Chairs the Research & Development Committee; the committee met twice in 2024 .
- Attendance and engagement: Board met 4 times in 2024; all current directors attended 100% of Board and committee meetings where they were members .
- Executive sessions: Independent directors held four executive sessions in 2024; independent Chairman presided .
- Overboarding policy: Ultragenyx limits non-CEO directors to five total public company boards; Board regularly assesses compliance (all directors in compliance) .
- Clawback/controls: Company-wide clawback policy covers incentive compensation and equity; directors subject to anti-hedging and anti-pledging; Board/committees can engage outside advisors independently .
Fixed Compensation
| Component (2024 policy) | Amount (USD) | Notes |
|---|---|---|
| Board annual retainer (non-chair) | $50,000 | Cash retainer for non-employee directors |
| Research & Development Committee Chair | $15,000 | Additional cash retainer for chair role |
| Actual cash fees earned by Amrit Ray (2024) | $64,750 | Reflects policy and meeting cadence |
Performance Compensation
| Component | 2024 Grant Structure | Vesting | Value/Amounts (Amrit Ray) |
|---|---|---|---|
| Annual equity award (continuing directors) | 50% options / 50% RSUs | Full vest by next annual meeting or first anniversary (for annual grants) | RSUs grant-date fair value $200,010; options grant-date fair value $199,374 |
| Initial appointment equity (new directors) | Target $600,000 (50% options/50% RSUs) | Options vest monthly over 3 years; RSUs vest annually over 3 years | Not applicable in 2024 for Ray |
| Non-employee director annual target equity | Target $400,000 (50% options/50% RSUs) | As above for continuing directors | Reflected in 2024 values above |
| Director comp cap under plan | $900,000 per fiscal year; $1,500,000 first year or as Chair/Lead Director | Plan limit applies to cash+equity |
Directors do not receive performance-based PSUs; equity awards are time-based options and RSUs, with no dividends on unvested awards and no repricing without stockholder approval .
Other Directorships & Interlocks
| Company | Overlap/Interlock Type | Potential Conflict Zone | Notes |
|---|---|---|---|
| Fortrea Holdings Inc. | Director at a CRO | Vendor relationships | No related-person transactions disclosed at Ultragenyx; Audit Committee reviews any related-party dealings . |
Expertise & Qualifications
- Deep biopharma R&D, safety, and medical leadership experience; global operating roles (Pfizer, J&J) and patient engagement; governance exposure across public/private boards .
- Skills matrix indicates core capabilities in clinical development and R&D oversight consistent with R&D Committee chair responsibilities .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 35,160 |
| Common shares held | 10,573 |
| Options exercisable within 60 days | 22,880 |
| RSUs vesting within 60 days | 1,707 |
| Options outstanding (total) | 32,780 (as of 12/31/2024) |
| RSUs outstanding (total) | 5,345 (as of 12/31/2024) |
| % of shares outstanding | ~0.04% (35,160 / 93,892,528) |
| Hedging/Pledging | Prohibited by policy |
| Ownership guidelines | Minimum stock ownership requirements for directors (specific multiples not disclosed) |
Governance Assessment
- Board effectiveness: Independent director with strong R&D credentials chairs R&D Committee; committee met twice in 2024; role aligns with Ultragenyx’s pipeline-heavy strategy . Attendance was 100% across Board/committees in 2024, signaling engagement .
- Independence and conflicts: Board affirms independence; no related-person transactions since Jan 1, 2024; anti-hedging/pledging policy mitigates alignment risks .
- Compensation and alignment: Director pay combines modest cash retainer with meaningful equity (options/RSUs), reinforcing shareholder alignment; plan prohibits dividends on unvested awards, repricing, and tax gross-ups; non-employee director comp capped annually .
- Network interlocks: Fortrea (CRO) board seat warrants monitoring given potential vendor ties, but no transactions disclosed; Audit Committee oversees related-party review .
- Shareholder signals: 2024 say-on-pay outcome at 74% indicates some investor scrutiny of executive pay; Compensation Committee increased performance weighting in PSUs for executives in response—positive governance responsiveness even if not directly about director pay .
Bold RED FLAGS
- None disclosed for Dr. Ray: no pledging/hedging, no related-party transactions, and full attendance. Note: external CRO directorship (Fortrea) is a potential conflict zone to monitor for any future Ultragenyx engagements; no such transactions disclosed to date .