Shehnaaz Suliman
Ultragenyx PharmaceuticalAbout Shehnaaz Suliman
Shehnaaz Suliman, M.D., M.Phil., M.B.A., age 53, is an independent Class I director of Ultragenyx (RARE) since 2019; her current term runs to the 2026 annual meeting. She is Chief Executive Officer of ReCode Therapeutics (privately held). Education: M.D. (University of Cape Town), M.B.A with distinction and M.Phil. in Development Studies (Oxford; Rhodes Scholar). The Board determined she is independent under Nasdaq rules, and all directors, including Dr. Suliman, attended 100% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alector, Inc. | President & Chief Operating Officer | Dec 2019 – Dec 2021 | Led clinical-stage biotech operations and strategy |
| Theravance Biopharma, Inc. | SVP, Corporate Development & Strategy | Jul 2017 – Mar 2019 | Corporate strategy and BD leadership |
| Roche Partnering | Vice President & Global Therapeutic Head | Jun 2015 – Jul 2017 | Global partnering leadership |
| Genentech, Inc. | Group Leader & Project Team Leader, R&D Portfolio Mgmt & Operations | Sep 2010 – May 2015 | R&D portfolio governance and execution |
| Gilead Sciences, Inc. | Management roles (increasing responsibility) | Jan 2005 – Sep 2010 | Commercial and operational leadership |
| Lehman Brothers; Petkevich & Partners | Investment banker | Pre-2005 | M&A advisory, information flow perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 10x Genomics, Inc. | Director | Not disclosed | Only current public company board listed; life science tools, potential information flow interlock but no related-party transactions disclosed at Ultragenyx . |
Board Governance
- Committee assignments:
- Chair, Nominating & Corporate Governance Committee (3 meetings in 2024) .
- Member, Research & Development Committee (2 meetings in 2024) .
- Independence and attendance: Independent; 100% attendance for Board and committee meetings in 2024; Board met 4 times; independent directors held 4 executive sessions in 2024 .
- Overboarding policy: Directors limited to five total public company boards; public-company CEOs limited to three. All directors in compliance (ReCode is privately held; policy compliance affirmed) .
- Governance safeguards:
- Clawback policy covering incentive compensation (time- and performance-based equity) with discretionary recoupment for fraud/intentional misconduct .
- Prohibition on hedging and pledging for directors and employees .
- Independent Chairman; independent Audit, Compensation, and Nominating committees .
- Related-party transactions policy overseen by Audit Committee; none reportable since Jan 1, 2024 .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Non-Chair members |
| Nominating & Corporate Governance Committee chair fee | $12,000 | Chair |
| Research & Development Committee member fee | $7,500 | Non-Chair member |
| Fees earned (fiscal 2024) | $68,875 | Actual cash received by Dr. Suliman |
Performance Compensation
| Component | Grant/Value | Vesting | Notes |
|---|---|---|---|
| Annual director equity award (continuing directors) | Target $400,000 | Options and RSUs each vest in full at next annual meeting or first anniversary (earlier of) | 50% options / 50% RSUs |
| New director initial equity award | Target $600,000 | Options vest monthly over 3 years; RSUs vest annually over 3 years | 50% options / 50% RSUs |
| 2024 RSU grant value (accounting) | $200,010 | Per ASC 718 | Dr. Suliman |
| 2024 option grant value (accounting) | $199,374 | 10-year maximum term; strike at grant-date FMV | Dr. Suliman |
| Non-employee director annual compensation cap | $900,000 | Up to $1,500,000 in first year or if serving as Board Chair/Lead Director | Plan prohibits repricing; no evergreen; no tax gross-ups; no dividends on unvested awards |
Notably, director equity is time-based (no performance metrics), which reduces pay-for-performance sensitivity. Safeguards include no repricing and clawback coverage .
Other Directorships & Interlocks
| Company | Relationship Type | Potential Conflict/Interlock | Ultragenyx Disclosure |
|---|---|---|---|
| 10x Genomics, Inc. | External public company directorship | Tools provider in life sciences; not a declared Ultragenyx counterparty | No related-party transactions since Jan 1, 2024 |
Expertise & Qualifications
- Core credentials: corporate strategy, business development, clinical drug development, global biopharma operating experience; CEO experience in genetic medicines .
- Board skills: Nominating & Governance chair role; participation in R&D oversight; adds strategic and clinical portfolio management insight .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Shares Outstanding | Composition Detail |
|---|---|---|---|
| Shehnaaz Suliman, M.D. | 61,585 | <1% (*) | 14,855 common shares; 46,730 options exercisable within 60 days |
| RSUs outstanding at 12/31/2024 | 5,345 | N/A | For each non-employee director |
| Options outstanding (total) | 56,630 | N/A | Dr. Suliman |
- Anti-hedging and anti-pledging policy applies to directors; no pledging permitted .
- Minimum stock ownership requirements exist for directors (amount not disclosed) .
Governance Assessment
- Board effectiveness: Dr. Suliman chairs a key governance committee and serves on R&D, indicating strong engagement in both governance process and pipeline oversight; 100% attendance supports high engagement .
- Alignment: Director pay is equity-heavy (2024 total for Dr. Suliman $468,259; ~$400k equity vs ~$69k cash), supporting long-term alignment, though lack of performance conditions in director awards moderates pay-for-performance ties .
- Shareholder sentiment: 2024 say‑on‑pay support was 74%; the Compensation Committee increased executive PSU mix and added a TSR cap when absolute TSR is negative, indicating responsiveness—positive governance signal indirectly relevant to board oversight quality .
- Conflicts/red flags: No related-party transactions; strict anti-hedging/pledging; compensation plan prohibits repricing and has no tax gross-ups; overboarding policy in place and complied with. No red flags identified specific to Dr. Suliman .