Karah Parschauer

About Karah Parschauer

Karah Parschauer is Executive Vice President, Chief Legal Officer & Corporate Affairs at Ultragenyx (RARE). She has served as Chief Legal Officer & Corporate Affairs since February 2023, Chief Legal Officer since December 2021, and General Counsel since June 2016; she holds a J.D. from Harvard Law School and a B.A. in Biology from Miami University . She is 47 years old . Company performance relevant to incentive payouts: 2024 revenue was $560M, up 29% year-over-year, and the revenue portion of 2023 PSUs paid out at 74%; 2022 PSUs’ relative TSR vested at 124% based on a 62nd percentile outcome versus the Nasdaq Biotechnology Index .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

PSU Program Design (applies to executive officers; most recent design)

Recent PSU Outcomes (company-level certifications)

Equity Ownership & Alignment

• Anti-hedging/anti-pledging: Directors, officers, and employees are prohibited from hedging and pledging Ultragenyx securities .
• Stock ownership guidelines: 3x base salary for CEO, 1x base salary for other named executive officers; 3x annual retainer for directors. Unexercised options and unvested/unenearned RSUs/PSUs do not count; five-year compliance window for newly appointed executives/directors .
• Outstanding equity awards (as of Dec 31, 2023):

• Vesting schedules: Options vest 25% after one year and monthly thereafter over 3 years; RSUs vest 25% annually over 4 years .
• Context: As of March 7, 2025, many company options were underwater (weighted average exercise price $63.62 vs stock $38.62), which lowers near-term exercise/sale pressure; this is company-level data, not individual .

Employment Terms

• Standard severance for Parschauer (outside change-in-control): 12 months base salary, target bonus for year of termination, 12 months COBRA reimbursement, and 12-month post-termination option exercise window (not beyond option expiry) .
• Change-in-control (double-trigger within 18 months of a “covered transaction”): 18 months base salary, 1.5x target bonus, 18 months COBRA reimbursement, accelerated vesting of all unvested equity, and extended option exercise window to 12 months post-termination (not beyond expiry) .
• Illustrative potential payments (as of Dec 31, 2023):

• Clawback: Complies with Exchange Act Rule 10D-1; recovers excess incentive-based compensation for prior three fiscal years in case of restatement; discretionary recoupment permitted for fraud/intentional misconduct, including time-based and performance-based equity .

Performance & Track Record

• Corporate performance relevant to incentives: 2024 revenue guidance raised mid-year to $530–$550M; actual $560M (+29% YoY). Crysvita sales in LATAM/Turkey reached $135M (+78% YoY). Late-stage clinical progress across UX143, GTX-102, UX111, DTX401, UX701, and DTX301 supported annual bonus outcomes and PSU metrics .
• Investor engagement: Management (including the Chief Legal Officer) engaged stockholders representing ~25% of outstanding shares; say-on-pay support in 2024 was 74%, prompting increased PSU weighting and a negative TSR cap in 2025 awards .

Compensation Structure Analysis

• Increased performance-based equity: PSUs were raised to 50% of annual grants for executive officers in 2025 (excluding CEO, who remained at 60%); mix shifted toward relative TSR and strategic goals with longer performance horizons .
• Negative TSR cap: From 2025, TSR PSUs cannot exceed target if absolute TSR is negative, even with strong relative TSR, curbing windfalls in down markets .
• No gross-ups, no repricing: Plans prohibit option/SAR repricing without stockholder approval; no tax gross-ups; clawback policy strengthened .
• Ownership alignment: Guidelines require executives to hold stock; hedging/pledging prohibited .

Risk Indicators & Red Flags

• Alignment positives: Double-trigger change-in-control vesting (not single-trigger), strong clawback, anti-hedging/anti-pledging, ownership guidelines .
• Potential dilution: Overhang projected at ~21% if 2025 plan approved; many options underwater (reduces near-term exercise pressure) .
• Say-on-pay sensitivity: 74% support in 2024 indicates mixed investor sentiment; company responded with more at-risk pay and transparency .

Equity Ownership & Insider Selling Pressure

• Insider trading restrictions: Short-term trading, short sales, and derivatives prohibited; hedging/pledging banned .
• Award structure: Significant portion of value in PSUs with multi-year performance periods; RSUs/options with standard four-year schedules; design reduces immediate sale pressure, especially with underwater options .

Compensation Peer Group (Benchmarking)

• 2024 peer group includes 20 biopharma/biotech companies (e.g., BioMarin, Sarepta, Neurocrine); used for market-competitive design and sizing; Ultragenyx was ~26th percentile market cap and 44th percentile revenue at selection time .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay support: 74%; actions taken included higher PSU weighting and negative TSR cap; enhanced disclosure on corporate goals and bonus outcomes .

Investment Implications

• High at-risk mix and tougher PSU metrics imply stronger pay-for-performance alignment, reducing payout risk if revenue/strategic milestones are missed .
• Underwater legacy options and anti-pledging reduce near-term selling pressure; multi-year PSU horizons and negative TSR cap moderate payout volatility in weak markets .
• Change-in-control economics: 1.5x bonus and 18-month salary plus full acceleration (double trigger) raise M&A retention and exit costs, potentially impacting deal dynamics; investors should model severance liabilities in transaction scenarios .
• Governance signals: Responsive engagement to a 74% say-on-pay result and clawback expansion indicate compensation risk controls; continued monitoring warranted as equity plan share usage and overhang evolve .