Michael Narachi
Ultragenyx PharmaceuticalAbout Michael Narachi
Independent director at Ultragenyx Pharmaceutical Inc. (RARE) since 2015 (Class II; term expires 2027), age 65. Former biopharma CEO with two decades at Amgen in global development, commercial, and BD roles; later CEO of Orexigen Therapeutics and CODA Biotherapeutics. Holds a B.S. in Biology and an M.A. in Biology & Genetics (UC Davis) and an M.B.A. (UCLA Anderson). Currently independent; serves as Compensation Committee Chair and Audit Committee member.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CODA Biotherapeutics (private) | President & CEO; Director | Aug 2018 – Oct 2022; director until sale (Mar 2023) | Led gene therapy platform; exited via company sale (Mar-2023). |
| Orexigen Therapeutics (public) | President, CEO & Director | Mar 2009 – Jul 2018 | Orexigen filed Chapter 11 (Mar-2018) during his tenure. RED FLAG: prior bankruptcy involvement. |
| Ren Pharmaceuticals (private) | Chairman, CEO & President | Nov 2006 – Mar 2009 | Early-stage biotech leadership. |
| Amgen | Various senior roles (Global Dev Leader Neupogen/Neulasta; VP Dev; Rep. Director Amgen Japan; Head Corp Strategy; COO Amgen Colorado; VP Licensing & BD; GM Anemia Business) | 1984 – 2004 | Broad global operating and development leadership. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Biotechnology Innovation Organization (BIO) | Board member | Prior service | Industry advocacy body. |
| PhRMA | Board member | Prior service | Industry advocacy body. |
| Celladon Corporation (public) | Chairman | Oct 2013 – Mar 2016 | Gene therapy company. |
| AMAG Pharmaceuticals (public) | Director | Nov 2006 – Apr 2014 | Specialty pharma. |
| Current public company boards | — | — | None (0 current public directorships). |
Board Governance
- Committee assignments and leadership: Chair, Compensation Committee; Member, Audit Committee. Audit met 6x and Compensation met 5x in 2024.
- Independence and attendance: Board determined independent; attended 100% of Board and all committee meetings where he was a member in 2024.
- Board structure: Independent Chairman (Daniel G. Welch). Independent directors held 4 executive sessions in 2024.
- Overboarding and independence safeguards: Policy limits non-CEO directors to ≤5 public boards; all directors in compliance.
- Anti-hedging/pledging: Company prohibits director hedging and pledging of Ultragenyx securities.
- Clawback: Compliant with Rule 10D-1; discretionary recoupment for fraud/intentional misconduct.
- Shareholder engagement and Say-on-Pay: 2024 say-on-pay support was 74%; Narachi (as Comp Committee Chair) participated in investor outreach; actions included raising PSU weight and capping relative TSR payout if absolute TSR is negative.
Fixed Compensation (Director)
| Component (FY2024) | Amount (USD) |
|---|---|
| Board annual retainer | $50,000 |
| Compensation Committee Chair fee | $20,000 |
| Audit Committee member fee | $12,500 |
| Total cash (fees earned/paid) | $82,500 |
- 2024 Director compensation policy (cash): Board Chair $85,000; Board member $50,000; Audit Chair $25,000/member $12,500; Compensation Chair $20,000/member $10,000; Nominating Chair $12,000/member $6,000; R&D Chair $15,000/member $7,500.
Performance Compensation (Director Equity and Program Features)
| Item | Detail |
|---|---|
| 2024 annual equity award (policy) | $400,000 target value, 50% options and 50% RSUs; vest in full by next annual meeting. |
| 2024 equity actually granted (Form 4) | RSUs: 5,345 at $0 grant price (6/18/2024); Options: 9,900 @ $37.42 (6/18/2024). |
| 2025 equity (post year-end) | RSUs: 5,740 at $0 grant price (5/15/2025); Options: 10,787 @ $34.84 (5/15/2025). |
| Non-employee director annual cap (plan) | $900,000/year; $1,500,000 in first year or if serving as Chairman/Lead Director. |
| Key plan governance features | No repricing without shareholder approval; no dividends on unvested awards; no tax gross-ups; no evergreen; 10-year max term on options/SARs; no liberal share recycling. |
Compensation Program Metrics Overseen by the Compensation Committee (Context for governance)
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2024 Corporate annual bonus outcomes (weighted by category): | Category | Weight | Outcome | Weighted Achievement | |---|---|---|---| | Commercial revenue | 30% | Exceeded (between base and outperform) – 123% | 37% | | Development milestones | 60% | Met base target – 100% | 60% | | People & Governance | 10% | Mixed (budget miss; culture/governance exceeded) – 70% | 7% | | Corporate achievement total | — | — | 110% |
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2023 PSU outcomes (certified Feb 2025): | Measure | Target/Scale | Actual/Payout | |---|---|---| | Revenue PSUs (2023–2024 period) | 50% at threshold ($945M), 100% at $1,050M, 200% at $1,260M | $995M → 74% payout (vested Mar 1, 2025) | | Strategic PSUs (2023–2024 period) | 50% at 2/5 goals, 100% at 3/5, 150% at 4/5, 200% at 5/5 | 3.5/5 goals → 125% payout (vested Mar 1, 2025) | | Relative TSR PSUs (2022–2024 period) | 25% at 25th pct, 100% at 50th, 150% at 75th, 200% at 90th | 62nd percentile → 124% payout (vested Mar 1, 2025) |
Other Directorships & Interlocks
| Company/Body | Role | Period | Interlock/Conflict Notes |
|---|---|---|---|
| Current public company directorships | — | — | None (0). |
| Compensation Committee interlocks | — | FY2024 | None; no cross-director/officer interlocks disclosed. |
| AMAG Pharmaceuticals | Director | Nov 2006 – Apr 2014 | Prior public board. |
| Celladon Corporation | Chairman | Oct 2013 – Mar 2016 | Prior public board. |
| BIO; PhRMA | Board member | Prior service | Industry associations. |
Expertise & Qualifications
- CEO experience at multiple biotech companies; extensive strategic, operational, and clinical/commercial leadership; broad board governance experience across biotech/pharma.
- Financial and audit oversight exposure as Audit Committee member; Compensation governance leadership as Committee Chair.
- Academic credentials in biology/genetics and business (UCLA Anderson MBA).
Equity Ownership
| As of March 7, 2025 | Shares |
|---|---|
| Common shares owned (direct) | 21,605 |
| Options exercisable within 60 days | 46,730 |
| Total beneficial ownership | 68,335 (<1%) |
| Ownership guidelines | Directors must hold ≥3x annual retainer; all required directors were in compliance by 12/31/2024. |
| Pledged/hedged shares | Company prohibits director hedging and pledging. |
Recent Insider Trades (Form 4)
| Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2024-06-18 | A (Award) | Common Stock (RSU) | 5,345 | $0.00 | 26,950 | SEC filing |
| 2024-06-18 | A (Award) | Stock Option | 9,900 | $37.42 | 9,900 | SEC filing |
| 2025-05-15 | A (Award) | Common Stock (RSU) | 5,740 | $0.00 | 32,690 | SEC filing |
| 2025-05-15 | A (Award) | Stock Option | 10,787 | $34.84 | 10,787 | SEC filing |
Governance Assessment
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Strengths
- Independent director; dual service on key oversight committees (Compensation Chair; Audit member) with 100% attendance — supports board effectiveness and pay oversight.
- Director compensation aligned to shareholder interests: majority equity; annual equity vests by next meeting; robust plan features (no repricing, no dividends on unvested, no gross-ups, director pay cap).
- Strong governance policies: anti-hedging/pledging, Rule 10D-1-compliant clawback with discretionary recoupment, overboarding limits.
- Active investor engagement as Comp Committee Chair; program changes increased at-risk PSUs and added TSR cap when absolute TSR is negative.
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Watch items / RED FLAGS
- Prior bankruptcy involvement: CEO of Orexigen when it filed Chapter 11 (Mar-2018). While not a current conflict, it may be considered in risk assessments. RED FLAG.
- Say-on-Pay support at 74% in 2024 indicates moderate shareholder concern; committee (chaired by Narachi) responded with program adjustments—monitor future outcomes.
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Conflicts and related-party exposure
- No related-person transactions since Jan 1, 2024; Audit Committee reviews any related-party transactions per policy.
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Ownership alignment
- Beneficial ownership includes direct shares and vested options; directors required to meet 3x retainer ownership; compliance achieved by required directors as of 12/31/2024.