Matthew Fust
Ultragenyx PharmaceuticalAbout Matthew K. Fust
Independent director of Ultragenyx (RARE) since 2014; age 60. He is the Audit Committee Chair and a member of the Nominating & Corporate Governance Committee, and the Board has designated him as an “audit committee financial expert.” He currently serves on three other public company boards (Atara Biotherapeutics, Crinetics Pharmaceuticals, Neumora Therapeutics), with prior public board service at Dermira and MacroGenics. Education: B.A. in Accounting (University of Minnesota) and M.B.A. (Stanford GSB). Skills cited include deep life sciences finance experience and audit committee financial expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Onyx Pharmaceuticals, Inc. | Executive Vice President | Jan 2009 – Jan 2014 | Senior executive experience in biopharma operations and finance |
| Jazz Pharmaceuticals, Inc. | Chief Financial Officer | May 2003 – Dec 2008 | Led finance at a specialty pharma company |
| Perlegen Sciences, Inc. | Chief Financial Officer | 2002 – 2003 | CFO of biopharma company |
| ALZA Corporation | Senior Vice President & Chief Financial Officer | 1996 – 2002 | Executive finance leadership at a pharmaceutical company |
| Andersen Consulting | Manager, Healthcare Strategy | 1991 – 1996 | Healthcare strategy advisory experience |
External Roles
| Organization | Role | Public/Private | Tenure | Committees/Impact |
|---|---|---|---|---|
| Atara Biotherapeutics, Inc. | Director | Public | Current | Not disclosed in RARE proxy |
| Crinetics Pharmaceuticals, Inc. | Director | Public | Current | Not disclosed in RARE proxy |
| Neumora Therapeutics Inc. | Director | Public | Current | Not disclosed in RARE proxy |
| Dermira, Inc. | Director | Public | Aug 2014 – Feb 2020 | Not disclosed in RARE proxy |
| MacroGenics, Inc. | Director | Public | Mar 2014 – May 2020 | Not disclosed in RARE proxy |
Board Governance
- Independence: All directors other than the CEO are independent; Audit, Compensation, and Nominating & Corporate Governance Committees are fully independent .
- Committee roles: Audit Committee Chair (members: Fust, Narachi, Sanders; Fust qualifies as “audit committee financial expert”); Nominating & Corporate Governance Committee member (Chair: Suliman; members: Fust, Welch) .
- Attendance: Board met 4 times in 2024; each current director attended 100% of Board and committee meetings of which they were a member in 2024 .
- Overboarding policy: Directors limited to 5 public company boards (public company CEOs to 3). Fust holds 3 other public boards; within policy .
- Codes and policies: Robust Global Code of Conduct; prohibition on hedging and pledging by directors; Board/committees can engage outside advisors; Clawback policy compliant with Rule 10D-1 with discretionary recoupment for fraud/intentional misconduct .
- Audit Committee oversight includes related-party review; members recuse if conflicted .
| Body | Role | Meetings in 2024 | Attendance |
|---|---|---|---|
| Board of Directors | Director | 4 | 100% (all current directors) |
| Audit Committee | Chair | 6 | 100% (all current directors) |
| Nominating & Corporate Governance Committee | Member | 3 | 100% (all current directors) |
Fixed Compensation
- Benchmarking: Aon prepared a board compensation review in Feb 2024; 2025 cash levels maintained .
| FY2024 Non‑Employee Director Cash Compensation | Annual Retainer ($) |
|---|---|
| Board – Non‑Chair member | 50,000 |
| Board – Chairman | 85,000 |
| Audit Committee – Chair | 25,000 |
| Audit Committee – Member | 12,500 |
| Compensation Committee – Chair | 20,000 |
| Compensation Committee – Member | 10,000 |
| Nominating & Corporate Governance – Chair | 12,000 |
| Nominating & Corporate Governance – Member | 6,000 |
| Research & Development – Chair | 15,000 |
| Research & Development – Member | 7,500 |
| Matthew K. Fust – FY2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 80,750 |
| Stock Awards (grant‑date fair value) | 200,010 |
| Option Awards (grant‑date fair value) | 199,374 |
| Total | 480,134 |
Performance Compensation
- Equity structure: Initial appointment grant $600,000 target value (50% options, 50% RSUs); options vest monthly over 3 years; RSUs vest annually in equal amounts over 3 years. Annual grant $400,000 target value (50% options, 50% RSUs) vests in full at the earlier of next annual meeting or first anniversary; option exercise price at grant-date FMV; 2025 target values maintained .
- Plan safeguards: No repricing; no tax gross‑ups; director annual comp cap $900,000 ($1,500,000 in first year or if Chairman/Lead); options/SARs max term 10 years; clawback applies .
| Director Equity Program Terms (FY2024/2025) | Detail |
|---|---|
| Initial Director Equity Grant | $600,000 target; 50% options / 50% RSUs |
| Initial Vesting | Options: monthly over 3 years; RSUs: annual in equal tranches over 3 years, service‑based |
| Annual Director Equity Grant | $400,000 target; 50% options / 50% RSUs |
| Annual Vesting | Full vest at next annual meeting or 1‑year anniversary, service‑based |
| Exercise Price | FMV at grant |
| Plan Features | No repricing; no gross‑ups; comp cap $900k ($1.5m initial/Chair/Lead); max option/SAR term 10 years; clawback |
| Outstanding Equity (as of 12/31/2024) | Amount |
|---|---|
| RSUs Outstanding (each non‑employee director) | 5,345 |
| Options Outstanding – Fust | 56,630 |
Note: Director equity awards are time‑based; no performance metrics/PSUs are disclosed for non‑employee directors .
Other Directorships & Interlocks
| Company | Relationship to RARE | Fust’s Role | Tenure |
|---|---|---|---|
| Atara Biotherapeutics, Inc. | Unrelated disclosed | Director | Current |
| Crinetics Pharmaceuticals, Inc. | Unrelated disclosed | Director | Current |
| Neumora Therapeutics Inc. | Unrelated disclosed | Director | Current |
| Dermira, Inc. | Prior board | Director | Aug 2014 – Feb 2020 |
| MacroGenics, Inc. | Prior board | Director | Mar 2014 – May 2020 |
- No related‑party transactions disclosed involving directors, officers, >5% holders, or immediate family since Jan 1, 2024 .
- Audit Committee reviews all related‑person transactions; chair has delegated pre‑approval authority for smaller items; conflicted Audit members cannot participate .
Expertise & Qualifications
- Audit committee financial expert designation; finance and capital markets expertise; broad life sciences operating and board experience .
- Education: B.A. Accounting (University of Minnesota); M.B.A. (Stanford GSB) .
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Beneficial Ownership – Fust (shares) | 61,590 |
| Beneficial Ownership – % of Shares Outstanding | <1% (denoted “*”) |
| Shares Outstanding (basis for percentages) | 93,892,528 (as of Mar 7, 2025) |
| Options Outstanding – Fust | 56,630 |
| RSUs Outstanding (each non‑employee director) | 5,345 |
| Hedging/Pledging | Prohibited for directors |
| Director Ownership Guidelines | Minimum stock ownership requirements exist (details not specified in proxy) |
Governance Assessment
-
Positives:
- Independent director with audit chair leadership, designated audit committee financial expert; strong 2024 attendance record; rigorous committee oversight (including cybersecurity and financial risk) .
- Equity‑heavy director pay with standard vesting; robust plan safeguards (no repricing, no gross‑ups) and a director compensation cap; clawback policy extends to time‑ and performance‑based awards for fraud/intentional misconduct .
- No related‑party transactions disclosed; anti‑hedging/pledging policy in place .
- Overboarding policy in place; Fust’s four total public boards (including RARE) remain within policy limits .
-
Watch items:
- Multiple concurrent public boards (3 external) elevate time‑commitment risk, though attendance and policy compliance mitigate this .
- Director equity is time‑based (no PSUs or explicit performance metrics), which can reduce pay‑for‑performance sensitivity vs. performance‑conditioned awards .