Shehnaaz Suliman - Director | Ultragenyx Pharmaceutical (RARE) Executive Profile & Compensation

About 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 .