Emil Kakkis
Ultragenyx PharmaceuticalAbout Emil Kakkis
Founder, President & CEO of Ultragenyx (RARE); age 64; CEO and director since inception in April 2010; M.D./Ph.D. (UCLA) and B.A. Biology (Pomona); board-certified in Medical Genetics; prior BioMarin executive and CMO (1998–2009) . Ultragenyx revenue grew from $363.3M (FY22) to $434.2M (FY23) to $560.2M (FY24) . Pay-versus-performance shows 2024 value of a $100 investment at $99 (company TSR), versus $112 (2023) and $108 (2022) . 2024 GAAP results: revenue $560,230k and net loss $(569,183)k (Pay vs Performance table) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ultragenyx | Founder; President & CEO; interim PFO (Nov 2022–Oct 2023) | 2010–present | Built rare disease platform; led commercial expansion and multiple late-stage programs; bridged CFO transition . |
| BioMarin Pharmaceutical | Various exec roles incl. Chief Medical Officer | 1998–2009 | Advanced rare disease development portfolio . |
| BioMarin (consultant) | Development consultant | 2009–2010 | Continued pipeline support post-executive tenure . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| EveryLife Foundation for Rare Diseases | Founder | 2009–present | Advocacy, policy, and ecosystem support for rare diseases . |
| Other public company boards | — | — | Other public directorships: 0 . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (SCT, $) | 796,154 | 823,692 | 856,008 |
| Target Bonus (% of base) | — | — | 80% |
| Actual Annual Bonus ($) | 558,000 | 622,656 | 757,768 |
| Bonus as % of Base Salary | — | — | 88% (110% corporate score × 80% target) |
Notes:
- 2024 base salary rate as of 12/31/2024 was $861,000 (4% increase YoY) .
Performance Compensation
Equity Award Mix, Sizing, and 2024 Grants
- CEO equity mix: 60% PSUs, 20% RSUs, 20% options (maintained for 2024 and 2025) .
- 2024 plan grants to CEO (Ultragenyx): options 70,094 @ $53.69 (10-year term; usual 4-yr vest, 25%/anniv + monthly), RSUs 38,428 (25% per anniversary over 4 years), PSUs target 115,284 (1/3 revenue 2-yr; 1/3 relative TSR 3-yr; 1/3 strategic 3-yr) .
| 2024 Grants (Ultragenyx) | Grant date | Quantity | Key terms |
|---|---|---|---|
| Stock options | 3/1/2024 | 70,094 | $53.69 strike; exp. 3/1/2034; typical vest 25% at 1-yr, monthly thereafter . |
| RSUs | 3/1/2024 | 38,428 | 25% per year over 4 yrs . |
| PSUs (target) | 3/1/2024 | 115,284 | Revenue 2-yr; Rel. TSR 3-yr; Strategic 3-yr; 50–200% payout curves . |
Additional subsidiary grant (Amlogenyx PSOs):
- 350,000 performance stock options granted 10/21/2024 @ $2.31; vest on clinical milestone achievements (4 criteria × 25%) within 18-month period ending 4/21/2026; otherwise forfeit .
2024 Annual Cash Bonus Structure and Outcomes
| Metric | Weight | Target | Outcome | Weighted achievement |
|---|---|---|---|---|
| Commercial (revenue) | 30% | FY revenue goals | Exceeded; 123% | 37% |
| Development (clinical milestones) | 60% | UX143, UX111 BLA, GTX-102, UX701, DTX401 | Met base | 60% |
| People & Governance | 10% | Culture/engagement/governance/budget | 70% (budget not met) | 7% |
| Total corporate score | — | — | 110% | 110% |
CEO bonus is 100% corporate; payout equals 110% × 80% target = 88% of base; paid $757,768 for 2024 .
PSU Program Mechanics and Recent Payouts
| PSU grant | Structure | Performance period | Certified result |
|---|---|---|---|
| 2024 PSUs | 1/3 revenue (2-yr), 1/3 rel. TSR (3-yr), 1/3 strategic (3-yr); 50–200% payout | 2024–2025 (rev); 2024–2026 (TSR/strategic) | In-flight; not yet certified . |
| 2023 PSUs | 50% revenue (2-yr), 25% rel. TSR (3-yr), 25% strategic (2-yr) | 2023–2024 (rev/strat) | Revenue earned at 74% of target; Strategic earned at 125%; both vested 3/1/2025 . |
| 2022 PSUs | 80% revenue (2-yr), 20% rel. TSR (3-yr) | 2022–2023 (rev) | Revenue portion forfeited; Relative TSR earned at 124% (rank 62nd percentile); vested 3/1/2025 . |
Summary Compensation (Grant-Date Fair Value)
| ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (RSUs/PSUs) | 7,463,295 | 9,456,663 | 9,374,511 |
| Option Awards (incl. Amlogenyx PSOs in 2024) | 3,310,681 | 2,161,782 | 2,715,600 (incl. $586,950 Amlogenyx PSOs) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,293,909 shares; 3.5% of outstanding as of 3/7/2025 . |
| Shares outstanding reference | 93,892,528 as of 3/7/2025 . |
| Footnote breakdown | 2,158,985 shares held by the Emil Kakkis & Jenny Soriano Living Trust; 533,532 shares held directly; 601,392 shares issuable via options exercisable within 60 days . |
| Vested vs unvested (selected 12/31/24 snapshot) | RSUs unvested include 38,428 (2024 grant), 129,036 (2023), 38,926 (2022), 4,500 (2021); PSUs unearned 115,284 (2024), 44,314 (2023) . |
| 2024 vesting activity | RSUs vested: 36,442 shares ($1,956,571); no option exercises in 2024 . |
| Ownership guidelines | CEO required to hold stock = 3x base salary; all executives and directors required to be in compliance by end of 2024 met the guidelines . |
| Hedging/pledging | Prohibited for directors and employees (incl. executives) . |
| Clawback | Nasdaq Rule 10D-1 compliant clawback; also discretionary recoupment for fraud/misconduct . |
Plan-level dilution and option moneyness context (potential selling pressure):
- Overhang projected ~21% post-plan approval; many outstanding options are underwater (7.64M options underwater at $38.62 stock price vs weighted average exercise price $63.62 as of 3/7/2025), which may temper near-term exercise-related sales .
Employment Terms
| Provision | Baseline | Change-in-control (Covered Transaction) |
|---|---|---|
| Cash severance | 24 months base salary + target bonus; COBRA reimbursements for 24 months | 24 months base salary + 2x target bonus; COBRA reimbursements for 24 months; double-trigger accelerated vesting for unvested equity |
| Illustrative payout (12/31/2024 assumption) | $2,450,886 total (Base $1,722,000; Bonus $688,800; COBRA $40,086) | $18,726,116 total (Base $1,722,000; Bonus $1,377,600; Equity accel $15,586,430; COBRA $40,086) |
| Employment term | At-will; either party may terminate (notice terms apply) | |
| Clawback and restrictive conduct | Clawback policy; insider trading/hedging/pledging prohibitions | |
| Tax gross-ups | None for change-in-control payments |
Board Governance (Director Service, Roles, Independence)
- Director since 2010; Class I director continuing in office until 2026; not independent (as CEO) .
- Committee: Research & Development Committee member; independent Chairman (Daniel G. Welch); Audit/Comp/Nominating committees comprised solely of independent directors .
- Board and committee meeting attendance in 2024: 100% for all directors .
- Independent director executive sessions: met four times in 2024; independent Chairman presides .
- Other public directorships (Kakkis): 0 .
Dual-role implications:
- CEO-director, not independent, mitigated by an independent Chairman, fully independent key committees, anti-hedging/pledging and robust governance practices .
Compensation Committee and Peer Benchmarking
- Compensation Committee (independent): Chair Michael Narachi; members Deborah Dunsire, Daniel G. Welch .
- Independent consultant: Aon; 2024 fees ~$208,597 for exec/dir comp advisory; independence affirmed .
- 2024 peer group (20 biopharma companies) includes ACADIA, Alkermes, Amicus, Apellis, BioCryst, BioMarin, Blueprint, BridgeBio, Corcept, Exelixis, FibroGen, Halozyme, Insmed, Intra-Cellular, Ionis, Jazz, Neurocrine, PTC, Sage, Sarepta .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 74%; Company increased performance-based equity weighting (PSUs) for executives (50% in 2025 for NEOs excluding CEO), maintained CEO PSU mix at 60%, lengthened strategic PSU horizon to 3 years, and added a cap on relative TSR PSU payout to target when absolute TSR is negative .
Performance Context
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenue ($M) | 363.3 | 434.2 | 560.2 |
| Net Income (Loss) ($M) | (707.4) | (606.6) | (569.2) |
| Value of $100 investment (TSR proxy) | $108 | $112 | $99 |
Compensation Structure Analysis
- Increased performance orientation: CEO equity 60% PSUs; for other NEOs, PSUs raised to 50% in 2025 without increasing total grant value .
- PSU metric reweighting: 2024 PSUs reduced revenue portion to 1/3 and increased strategic and relative TSR portions to add rigor; strategic portion extended to 3 years .
- Payout discipline: 2023 revenue PSU paid at 74% of target; 2022 revenue PSU forfeited; 2022 relative TSR PSU earned at 124% (62nd percentile), demonstrating variability tied to outcomes .
- No option repricing; no CoC tax gross-ups; robust anti-hedging/pledging and clawback policies .
Related-Party Transactions and Red Flags
- Related-party transactions since Jan 1, 2024: none disclosed; formal related-person transaction policy in place with Audit Committee oversight .
- Option repricing: prohibited without shareholder approval .
- Hedging/pledging: prohibited .
- Say-on-pay at 74% signals some investor concern; Company responded with program changes .
Director Compensation (for context; CEO is employee-director)
- Non-employee director annual 2024 compensation ranged ~$464k–$500k (cash + RSUs + options); CEO does not receive director fees .
Equity Award and Vesting Schedules (Selected Details)
| Award | Grant date | Quantity | Exercise/vesting | Expiration |
|---|---|---|---|---|
| Stock options | 3/1/2024 | 70,094 | $53.69; typical 4-yr vest (25% then monthly) | 3/1/2034 |
| RSUs | 3/1/2024 | 38,428 | 25% annually over 4 years | — |
| PSUs (2024 target) | 3/1/2024 | 115,284 | Revenue (2-yr), Rel. TSR (3-yr), Strategic (3-yr); 50–200% payout | — |
| Amlogenyx PSOs | 10/21/2024 | 350,000 | $2.31; vest on 4 clinical milestones (25% each) by 4/21/2026 | 10/21/2034 |
Investment Implications
- Alignment and retention: High equity emphasis, with CEO PSU weight at 60% and increased PSU rigor (longer strategic horizon, TSR cap in negative absolute TSR) indicate strong pay-for-performance and support retention through multi-year vesting .
- Near-term selling pressure: 2024 showed no option exercises by the CEO and 36,442 RSUs vested; many outstanding options remain underwater relative to recent prices, which reduces near-term exercise-driven supply .
- Change-in-control leverage: Double-trigger equity acceleration plus 2x target bonus in a covered transaction produces substantial CIC value ($18.7M modeled at 12/31/24), potentially influencing deal dynamics and negotiation incentives .
- Execution risk: While revenue growth is strong (FY22–FY24), the company remains loss-making; PSU outcomes (revenue-based forfeitures in 2022; sub-target 2023 revenue PSUs) underscore sensitivity to commercial ramp and pipeline milestones .
- Governance mitigants for dual role: An independent Chairman and fully independent key committees constrain CEO influence at the board level; attendance and independent executive sessions are robust .