Deborah Dunsire
Ultragenyx PharmaceuticalAbout Deborah Dunsire
Deborah Dunsire, M.D., is an independent Class II director of Ultragenyx (RARE) and has served on the Board since 2017. She is 62, holds an MBBCh from the University of the Witwatersrand, and brings three decades of biopharma CEO and operating experience across R&D, commercialization and global leadership roles, including as CEO of H. Lundbeck A/S (2018–2023) and Millennium (2005–2013) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| H. Lundbeck A/S | President & Chief Executive Officer | 2018–2023 | Global pharma leadership; CNS portfolio execution |
| Xtuit Pharmaceuticals (private) | President & Chief Executive Officer; Director | 2017–2018 | Early-stage oncology leadership |
| FORUM Pharmaceuticals (private) | President & Chief Executive Officer; Director | 2013–2016 | Neuroscience development leadership |
| Takeda Pharmaceutical Co. Ltd. | Corporate Officer/Director | 2010–2013 | Post-merger leadership following Millennium acquisition |
| Millennium (pre/post acquisition) | President & CEO; Director; later CEO of Millennium: The Takeda Oncology Co. | 2005–2013 | Led oncology portfolio and integration into Takeda |
| Novartis Pharma AG | Various roles of increasing responsibility | 1988–2005 | Commercial/clinical leadership track |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| McKesson Corporation | Director (public) | Current | Healthcare services governance |
| Syros Pharmaceuticals | Director (public) | 2021–Nov 2024 | Biotech board experience (ended 2024) |
| Alexion Pharmaceuticals | Director (public) | 2018–Jul 2021 | Ended upon acquisition by AstraZeneca |
Board Governance
- Independence and tenure: The Board has determined Dr. Dunsire is “independent” under Nasdaq rules; she has served since 2017 and is a Class II director with term expiring 2027 .
- Committee assignments: Member, Compensation Committee; Member, Research & Development Committee (not chair) .
- Attendance: In 2024, the Board met four times and all directors attended 100% of Board and committee meetings of which they were members .
- Leadership structure: Ultragenyx separates the CEO and Chair roles; the Chair is independent. Independent directors held four executive sessions in 2024 .
- Overboarding and conduct policies: Directors limited to five total public boards (three if serving as a public company CEO); hedging and pledging of company stock are prohibited for directors and employees .
- Related-party review: No related-person transactions since Jan 1, 2024; policy requires Audit Committee review of any related-person transaction >$100,000 .
Fixed Compensation
- Cash retainers (FY2024 policy; unchanged for 2025):
- Board: $50,000 (member); $85,000 (Chair)
- Audit: $12,500 (member); $25,000 (chair)
- Compensation: $10,000 (member); $20,000 (chair)
- Nominating & Governance: $6,000 (member); $12,000 (chair)
- Research & Development: $7,500 (member); $15,000 (chair) .
- 2024 cash earned by Dr. Dunsire: $67,375 .
Performance Compensation
- Annual director equity (continuing directors): Target value $400,000, split 50% RSUs and 50% options; vests fully at earlier of next annual meeting or first anniversary; options priced at grant-date fair market value .
- New director initial equity: Target value $600,000 split 50% RSUs/50% options; options vest monthly over 3 years; RSUs vest annually over 3 years .
- Plan guardrails: Non-employee director total annual cash+equity cap $900,000 (up to $1,500,000 for first-year or when serving as Chair/Lead Director) .
- 2024 director equity awarded to Dr. Dunsire (grant-date fair value): RSUs $200,010; Options $199,374; Total equity $399,384 .
Equity Grant Details (FY2024)
| Component | Grant Mechanics | Value/Counts |
|---|---|---|
| Annual RSU | 100% vests at earlier of next annual meeting or first anniversary | $200,010 (GDV); 5,345 RSUs outstanding as of 12/31/24 |
| Annual Options | 100% vests on same schedule; strike = FMV on grant date | $199,374 (GDV); 60,380 options outstanding as of 12/31/24 |
| Initial Grants (if applicable) | $600,000 target (50% RSU/50% options); 3-year vesting | Policy terms per 2024 program |
Other Directorships & Interlocks
- Current public company board: McKesson Corporation (Director) .
- Recent public company boards: Syros Pharmaceuticals (Director, Sep 2021–Nov 2024); Alexion Pharmaceuticals (Director, Jan 2018–Jul 2021) .
- Compensation Committee interlocks: None—Ultragenyx discloses no interlocks/insider participation for its Compensation Committee (of which Dr. Dunsire is a member) .
Expertise & Qualifications
- Former CEO of multiple public and private biopharmas (Lundbeck, Millennium/Takeda Oncology, FORUM, Xtuit); deep strategic, clinical development, and commercialization expertise; global regulatory and market access experience .
- Medical qualification: MBBCh (University of the Witwatersrand) .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership | 70,210 shares (<1% of outstanding) |
| Direct/common shares | 19,730 shares |
| Options exercisable within 60 days | 50,480 shares |
| Total options outstanding (as of 12/31/24) | 60,380 options |
| Unvested RSUs outstanding (as of 12/31/24) | 5,345 RSUs |
| Stock ownership guidelines | Directors must hold stock equal to 3× annual retainer; as of 12/31/24 all directors required to be in compliance had met the guidelines |
| Hedging/pledging | Prohibited for directors and employees |
Note: Form 4 insider trading data is not summarized in the proxy; company discloses all Section 16 filings are made per SEC requirements in prior years and prohibits hedging/pledging by directors .
Governance Assessment
- Strengths supporting investor confidence:
- Independent director with 100% meeting/committee attendance in 2024 Board year; sits on key Compensation and R&D committees, adding CEO-grade operating and clinical oversight .
- Strong alignment via equity-heavy director pay (annual equity target $400,000) and ownership guidelines (3× retainer); hedging/pledging prohibited .
- No related-party transactions involving Dr. Dunsire; Board/committees fully independent; compensation committee interlocks absent .
- Watch items:
- External time commitments appear within Ultragenyx’s overboarding policy (limit five boards for non-CEO directors); continue to monitor aggregate board load, particularly with her ongoing McKesson role .
- Company-wide say‑on‑pay support was 74% in 2024; management has increased PSU weighting and added TSR caps, indicating responsiveness to shareholder feedback—useful context for Compensation Committee oversight in which Dr. Dunsire participates .
Director Compensation (FY2024)
| Element | Amount |
|---|---|
| Fees earned/paid in cash | $67,375 |
| Stock awards (RSUs, GDV) | $200,010 |
| Option awards (GDV) | $199,374 |
| Total | $466,759 |
Committee Assignments
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation Committee | Member | 5 | Oversees exec/director compensation; uses independent consultant (Aon); no interlocks; administers clawback policy |
| Research & Development Committee | Member | 2 | Oversight of pipeline strategy, program execution, science quality |
Policies & Protections Relevant to Board Effectiveness
- Clawback policy: Recovers excess incentive comp after restatements; discretionary recoupment for fraud/intentional misconduct; plan awards subject to clawback .
- Director pay cap: $900,000 per year (standard); up to $1,500,000 for first-year/Chair/Lead Director .
- Independent Chair; regular executive sessions (four in 2024) .
- Overboarding limits and ownership guidelines enforced; all required directors in compliance by 12/31/24 .