Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On April 18, 2022, William Aliski notified Ultragenyx Pharmaceutical Inc.
(the "Company") that he will not stand for re-election as a member of the Board
of Directors (the "Board") of the Company upon the expiration of his current
term at the Company's 2022 annual meeting of stockholders (the "2022 Annual
Meeting"). Mr. Aliski will continue to serve as a director of the Company until
the 2022 Annual Meeting. Mr. Aliski's decision to let his term expire and not to
stand for re-election at the 2022 Annual Meeting is for personal reasons and not
related to any disagreement with the Company on its operations, policies, or
practices.
(e) On April 19, 2022, the Board appointed Amrit Ray, M.D. as a Class III
director of the Board effective April 19, 2022 (the "Effective Date") to serve
until the expiration of his term at the 2022 Annual Meeting. Dr. Ray was also
appointed to serve as a member of the Board's Research and Development
Committee, effective as of the Effective Date. Concurrent with Dr. Ray's
appointment, the size of the Board was fixed at ten directors, consisting of
three Class I directors, three Class II directors and four Class III directors.
Dr. Ray currently serves as Chief Patient Officer at Biohaven Pharmaceuticals
(NYSE: BHVN), a biopharmaceutical company, a role he has held since March 2022.
Prior to his role at Biohaven, he served as Senior Adviser to Bain Capital Life
Sciences, an investment company, from February 2021 to March 2022. Prior to Bain
Capital, Dr. Ray served as Global President, Head of R&D and Medical at Pfizer
Upjohn, a division of Pfizer, Inc. (NYSE: PFE) from January 2019 to January 2021
and as Global President, Head of R&D of Pfizer Essential Health from 2017 to
January 2019. Prior to his roles at Pfizer, he held positions of increasing
responsibility at Johnson & Johnson (NYSE: JNJ) including serving as Senior Vice
President, External Affairs (Science and Medicine) in 2017, Senior Vice
President, Chief Medical Officer of Janssen from 2012 to 2017 and Senior Vice
President, Chief Safety Officer from 2009 to 2012. Dr. Ray currently serves as a
Visiting Professor of Practice, Faculty of Medical Sciences, at Newcastle
University in the United Kingdom and as a member of the board of directors of
CorEvitas, LLC, a private company providing specialized patient registries and
curated data sources. He is also currently a board member at EveryLife
Foundation for Rare Diseases. Dr. Ray holds a B.Sc. with Honours in Immunology
and a M.D. (M.B., Ch.B.) from the University of Edinburgh. He also holds an
M.B.A. from the Tuck School of Business at Dartmouth College.
In connection with his appointment, Dr. Ray will be entitled to receive
compensation consistent with that of the Company's other non-employee directors
under the Company's Non-Employee Director Compensation Policy, as such policy
may be amended from time to time. In accordance with the Non-Employee Director
Compensation Policy, on the Effective Date, Dr. Ray was granted 5,120 restricted
stock units and a stock option to purchase up to 9,525 shares of common stock
with an exercise price of $78.10, the closing price of the Company's common
stock on The Nasdaq Global Select Market on the Effective Date.
On the Effective Date, the Company entered into an indemnification agreement
with Dr. Ray in the form previously filed as Exhibit 10.67 to the Company's
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
February 15, 2022. The indemnification agreement requires the Company to
indemnify Dr. Ray to the fullest extent permitted under Delaware law against
liability that may arise by reason of his service to the Company, and to advance
expenses incurred as a result of any proceeding against him as to which he could
be indemnified, among other things.
Dr. Ray is not a party to any transaction with the Company that would require
disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or
understandings between Dr. Ray and any other persons pursuant to which he was
selected as a director.
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