UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to §240.14a-12

ULTRAGENYX PHARMACEUTICAL INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required
	Fee paid previously with preliminary materials
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

60 Leveroni Court
Novato, California 94949

Notice of Annual Meeting of Stockholders

We are pleased to make use of the U.S. Securities and Exchange Commission (SEC) rules that allow companies to furnish proxy materials to their stockholders via the Internet. We believe the ability to deliver proxy materials electronically allows us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact from the distribution of our Annual Meeting materials.

We look forward to speaking with you at the Annual Meeting.

Sincerely,

Emil D. Kakkis, M.D., Ph.D.

President and Chief Executive Officer

April 24, 2023

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE VOTE VIA THE INTERNET AS INSTRUCTED IN THE NOTICE OF INTERNET AVAILABILITY OR, IF YOU REQUESTED AND RECEIVED A PRINTED COPY OF THE PROXY MATERIALS, COMPLETE, DATE, SIGN, AND RETURN THE ENCLOSED PROXY CARD USING THE ENCLOSED RETURN ENVELOPE OR VOTING INSTRUCTION FORM PROVIDED WITH THE PRINTED PROXY MATERIALS, AS PROMPTLY AS POSSIBLE SO THAT YOUR SHARES MAY BE REPRESENTED AT THE ANNUAL MEETING. YOU MAY ALSO VOTE AT THE VIRTUAL ANNUAL MEETING

VOTING METHODS
If you are an owner of record as of the record date, you may vote via any of the following methods:		INTERNET Visit the website at: www.proxyvote.com		TELEPHONE Call toll-free at 1-800-690-6903		MAIL If you requested and received a proxy card, sign, date and mail the proxy card in the enclosed envelope		AT THE MEETING: Vote at the meeting by going to: www. virtualshareholdermeeting. com/RARE2023

If you are a beneficial owner of shares held through a broker, bank or other owner of record, you must follow the voting instructions you receive from the owner of record to vote your shares.

Proxy Statement Overview

This overview highlights certain information contained elsewhere in this Proxy Statement and does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting. For more complete information regarding our business and 2022 performance, please review our 2022 Annual Report on Form 10-K as filed with the U.S. Securities and Exchange Commission (SEC) in February 2023.

Meeting and Voting Information

Meeting Date and Meeting Time		Record Date		Location
June 7, 2023 8:00 a.m. Pacific Time		April 17, 2023		Live via audio webcast at www.virtualshareholdermeeting.com/RARE2023

We intend to mail the Notice Regarding the Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our 2022 Annual Report on Form 10-K beginning on or about April 24, 2023 to all stockholders entitled to vote at the Annual Meeting.

Business Highlights

Throughout 2022, we continued to make strategic investments to further bolster our clinical and commercial pipeline. In addition, we continued to grow our global revenue and achieved meaningful progress on our key clinical programs.

Our key financial and operational accomplishments during the year include:

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        5

Program Highlights and Other Achievements

We made important progress with the clinical development of our early and late-stage product candidates, enabling us to be in a position to expect data from some of our key clinical programs in 2023.

We also executed several strategic transactions in 2022, such as our collaboration agreement with Regeneron Pharmaceuticals, our license agreement with Abeona Therapeutics and our acquisition of GeneTx Biotherapeutics, that support our commercial and clinical pipeline. We also continued to make substantial progress on construction of our gene therapy manufacturing plant in Massachusetts and by the end of 2022, we had substantially completed the buildout of the plant.

See page 46 for more information about our achievements in 2022.

Board of Directors

The following table provides summary information about each nominee for director at the Annual Meeting and our continuing directors, as of the date of this Proxy Statement.

Nominee/Director Name		Age		Principal Occupation		Director Since		Year Current Term Expires		Current Director Class		Independent
Director Nominees
Emil D. Kakkis, M.D., Ph.D.		62		President and Chief Executive Officer, Ultragenyx		2010		2023		I
Shehnaaz Suliman, M.D.		51		Chief Executive Officer of ReCode Therapeutics		2019		2023		I
Daniel G. Welch		65		Executive Chairman and board member to various biotechnology companies		2015		2023		I
Continuing Directors
Deborah Dunsire, M.D.		60		President and CEO of H. Lundbeck A/S		2017		2024		II
Michael Narachi		63		Board member and advisor to various life science companies		2015		2024		II
Corsee D. Sanders, Ph.D.		66		Board member and advisor to various life science companies		2021		2024		II
Lars Ekman, M.D., Ph.D.(1)		73		Executive Partner at Sofinnova		2016		2025		III
Matthew K. Fust		58		Board member and advisor to various life science companies		2014		2025		III
Amrit Ray, M.D.		50		Board member and advisor to various life science companies		2022		2025		III

Board Composition Highlights

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        6

Board Diversity

Our Nominating and Corporate Governance Committee places significant emphasis on diversity and actively considers whether potential candidates would assist in achieving a mix of Board members that represents a diversity of talents, skills, backgrounds, and expertise. The current composition of our Board reflects the importance of diversity to the Board. Currently, three of our directors (33%) self-identify as Asian, one (11%) self-identifies as LGBTQ+ and three (33%) are women. We also have a female chairperson of our Nominating and Corporate Governance Committee. In accordance with Nasdaq’s board diversity listing standards, below is the aggregate statistical information about our Board’s self-identified gender and racial characteristics and LGBTQ+ status as voluntarily confirmed to us by each of our directors.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        7

Board Diversity, Skills and Experience

Our Nominating and Corporate Governance Committee also considers numerous other skills, qualities and experiences when evaluating director nominees, including whether the nominee has specific strengths that would augment existing skills and experiences of the Board and in a manner that is aligned with the company’s strategic direction. The following matrix highlights each director’s primary skills or knowledge in these areas as identified by the Nominating and Corporate Governance Committee. The matrix does not encompass all of the knowledge, skills, experiences or attributes of our directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, experience or attribute with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board. In response to stockholder feedback, we also provide below enhanced disclosure regarding the diversity of our Board.

	Welch	Kakkis	Dunsire	Ekman	Fust	Narachi	Ray	Sanders	Suliman
Skills and Experience
Core Board Capabilities
Biopharma C-level leadership
Scientific and research leadership
Clinical development leadership
Regulatory leadership
Rare disease commercial experience
Biopharma commercial leadership
Global access, pricing and reimbursement
Global business operations
Finance and capital markets
Corporate strategy and/or business development leadership
Corporate governance and board experience
Relevant / Advisory Capabilities
Compliance (GXP, commercial)
Corporate legal and IP
Government affairs and policy
Human resources and organizational development
Manufacturing/supply chain
Diversity
Gender
Male
Female
Race/Ethnicity
Asian
White
LGBTQ+

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        8

Corporate Governance Overview

We are committed to maintaining good corporate governance practices and we periodically review our practices. We believe that good corporate governance, including the practices listed below, promotes the long term interests of our stockholders.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        9

PROPOSAL 1

Election of Class I Directors

Our Amended and Restated Certificate of Incorporation provides that the Board is to be divided into three classes as nearly equal in number as reasonably possible, with directors in each class generally serving three-year terms. The total Board size is currently fixed at nine directors. The Class I directors (whose terms expire at the Annual Meeting) are Emil D. Kakkis, M.D., Ph.D., Shehnaaz Suliman, M.D., and Daniel G. Welch, and each of them were most recently elected by stockholders at the 2020 Annual Meeting. The Class II directors (whose terms expire at the 2024 annual meeting of stockholders) are Deborah Dunsire M.D., Michael Narachi and Corsee D. Sanders, Ph.D. The Class III directors (whose terms expire at the 2025 Annual Meeting) are Lars Ekman, M.D., Ph.D., Matthew K. Fust and Amrit Ray, M.D. Dr. Ekman will be retiring as a director immediately after the Annual Meeting. The Class I directors elected at the Annual Meeting will hold office until the 2026 annual meeting of stockholders or until their successors are elected and qualified, unless they resign or their seats become vacant due to death, removal, or other cause in accordance with our Amended and Restated Bylaws (bylaws).

As described below, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, has nominated the director nominees listed above for election as directors at the Annual Meeting. They have indicated their willingness and ability to serve if elected. Should any of them become unable or, for good cause, unwilling to serve, the persons named on the enclosed proxy card as proxy holders may vote all proxies given in response to this solicitation for the election of a substitute nominee(s) chosen by the Board or the Board may reduce the size of the Board.

Nomination of Directors

The Nominating and Corporate Governance Committee reviews and recommends to the Board potential nominees for election to the Board. In reviewing potential nominees, the Nominating and Corporate Governance Committee considers the qualifications of each potential nominee in light of the Board’s existing and desired mix of experience and expertise. Specifically, the Nominating and Corporate Governance Committee considers each potential nominee’s personal and professional ethics, integrity, values, experience, interest in the Company, and commitment to the representation of the long-term interests of the stockholders. As described more fully above under ” – Board Diversity, Skills and Expertise”, the Nominating and Corporate Governance Committee also considers each potential nominee’s contribution to the Board’s diversity of talents, skills, backgrounds, including with respect to age, gender, national origin, sexual orientation and identification, race, ethnicity and culture, and expertise. Additionally, the Nominating and Corporate Governance Committee considers whether a nominee will be able to dedicate sufficient time to, and focus on, his or her duties as a member of the Board. The Board membership criteria are set forth in our Corporate Governance Guidelines, a copy of which is available on our website at www.ultragenyx.com in the “Corporate Governance” subsection of the “Investors” tab. The Nominating and Corporate Governance Committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board.

After reviewing the qualifications of potential Board candidates, the Nominating and Corporate Governance Committee presents its recommendations to the Board, which selects the final director nominees. We did not pay any fees to any third party to identify or assist in identifying or evaluating nominees for the Annual Meeting.

The Nominating and Corporate Governance Committee considers stockholder-recommended director nominees using the same criteria set forth above. Stockholders who wish to recommend a potential nominee to the Nominating and Corporate Governance Committee for consideration for election at a future annual meeting of stockholders must submit such recommendation to the Nominating and Corporate Governance Committee as described in the section titled “Stockholder Communications” and provide the Nominating and Corporate Governance Committee with the same information that would be required to nominate a director candidate in accordance with the process and within the deadline for nominating director candidates set forth below under the question “When are stockholder proposals and director nominations for inclusion in our proxy statement for next year’s annual meeting due?” in the section entitled “Additional Information”.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        10

Nominees and Incumbent Directors

Information regarding our director nominees and our current directors, including their respective age as of the date of this Proxy Statement and their principal occupation, is set forth below.

Class I Directors Nominated for Election

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        11

Class II Directors Continuing in Office Until 2024

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        12

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        13

Class III Directors Continuing in Office Until 2025

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        14

Class III Director Retiring from the Board

Vote Required

The three nominees who receive the greatest number of affirmative votes will be elected as Class I directors. Shares as to which a stockholder withholds voting authority and broker non-votes, if any, are not considered votes cast and therefore will have no effect on the vote outcome.

Director Resignation Policy

We have a Director Resignation Policy, which is set forth in our Corporate Governance Guidelines, a copy of which is available on our website at in the “Corporate Governance” subsection of the “Investors” tab. The policy establishes that any director nominee who receives more “withhold” votes than “for” votes in an uncontested election of directors is required to tender his or her resignation promptly following the certification of the election results. Abstentions and broker non-votes, if any, are not counted as either a “withhold” or “for” vote.

The Nominating and Corporate Governance Committee will promptly consider the tendered resignation and make a recommendation to the Board. The Board will act on the recommendation of the Nominating and Corporate Governance Committee no later than 90 days following the certification of the election results. The Board will promptly publicly disclose its decision and, if applicable, the reasons for rejecting the tendered resignation.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES IDENTIFIED ABOVE.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        15

PROPOSAL 2

Approval of the Ultragenyx Pharmaceutical Inc. 2023 Incentive Plan

On April 20, 2023, the Board approved the Ultragenyx Pharmaceutical Inc. 2023 Incentive Plan (2023 Plan) to replace our 2014 Incentive Plan, as amended (2014 Plan), subject to stockholder approval at the Annual Meeting. We believe that our equity compensation policies enable us to attract and retain a highly-skilled team of executives and aligns our executives’ interests with those of our stockholders by rewarding short-term and long-term performance and tying compensation to increases in stockholder value. If the 2023 Plan is approved by our stockholders, it will become effective on June 7, 2023 (Effective Date), and no further awards will be granted under the 2014 Plan or the 2011 Incentive Plan (2011 Plan and together with the 2014 Plan, the Prior Plans) after the Effective Date. If the 2023 Plan is approved by our stockholders, we intend to file a Form S-8 with the SEC following the Annual Meeting that covers the shares reserved for issuance under the 2023 Plan.

Share Reserve Under the 2023 Plan

The maximum number of shares of our common stock authorized for issuance under the 2023 Plan is (i) 4,500,000 shares plus (ii) the number of shares subject to any award outstanding under the Prior Plans as of the Effective Date that after the Effective Date are not issued because such award is forfeited, canceled, terminates, expires or otherwise lapses without being exercised, or is settled in cash. Based on the recent range of our stock price, our current compensation practices, our anticipated future awards, as well as our three-year burn rate, we believe the 2023 Plan share reserve will be sufficient for us to grant equity awards for approximately one year based on our stock price and compensation philosophy and policies.

As part of the Compensation Committee’s recommendation to the Board to approve the 2023, including the total number of shares available for issuance under the 2023 Plan, the Compensation Committee considered the 2024 expiration date of the 2014 Plan and advice from Aon, its independent compensation consultant. The Compensation Committee also carefully analyzed our historical burn rate, anticipated future equity award needs to help drive our long-term strategic plan, and the dilutive impact of the 2023 Plan’s share reserve.

Reasons for Seeking Stockholder Approval

We believe the following are important considerations for stockholders in determining whether to approve the 2023 Plan:

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        16

Key Features and Governance Best Practices

We have incorporated a number of provisions in the 2023 Plan to protect stockholders and reflect corporate governance best practices, including the following:

Shares Remaining Under the Prior Plans

As of April 3, 2023, a total of 70,661,491 shares of our common stock were outstanding and the fair market value of our common stock was $40.48 based on the closing sale price of our common stock on the Nasdaq Global Select Market. The following table sets forth information regarding outstanding equity awards and shares available for future equity awards under the Prior Plans, our Employment Inducement Plan (the “Inducement Plan), the Dimension Therapeutics, Inc. 2015 Stock Option and Incentive Plan (the “DT 2015 Plan) and the Dimension Therapeutics, Inc. 2013 Stock Plan (the “DT 2013 Plan”) as of April 3, 2023 (without giving effect to approval of the 2023 Plan). In addition, 5,405,257 shares of our common stock remained available for issuance under the ESPP (without giving effect to approval of the A&R ESPP), as described in more detail under Proposal No. 3.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        17

Dilution

Dilution is commonly measured by “overhang,” which generally refers to the total number of equity awards outstanding plus the total number of shares available for grant under our equity plans, divided by the sum of the total common stock outstanding, the number of equity awards outstanding and the total number of shares available for grant under our equity plans. If the 2023 Plan is approved, our overhang will be approximately 23% as of April 3, 2023. Of the 11,030,602 stock options outstanding, many relate to underwater stock options. As shown above, we had approximately 11,030,602 stock options outstanding, with a weighted average exercise price of $67.05. That included 5,138,982 options currently exercisable, with a weighted average exercise price of $70.91, and 5,891,620 options not yet vested, with a weighted average exercise price of $88.71. That compares to a closing stock price on April 3, 2023, of $40.48. The 10,764,301 stock options currently underwater account for 12% of our overhang if the 2023 Plan is approved.

Historical Burn Rate

Our equity plan share usage over 2020, 2021 and 2022 represented a three-year average burn rate of 4.45%, as described in the table below.

Summary of the 2023 Plan

The following summary describes the material terms of the 2023 Plan. This summary of the 2023 Plan is not a complete description of all provisions of the 2023 Plan and is qualified in its entirety by reference to the 2023 Plan, which is attached hereto as Appendix A. Stockholders are encouraged to read the 2023 Plan in its entirety.

Purpose

The purpose of the 2023 Plan is to advance the Company’s interests by providing for the grant to participants of equity and other incentive awards.

Plan Administration

The Compensation Committee serves as the primary administrator of the 2023 Plan, except that the Compensation Committee may, subject to applicable law, delegate authority to one or more members of the Board or one or more of our officers or employees (the Compensation Committee or such delegee, the “Plan Administrator”).

The Plan Administrator has the authority to, among other things, (i) interpret and construe the 2023 Plan, any rules and regulations under the 2023 Plan and the terms and conditions of any award granted under the 2023 Plan, (ii) determine eligibility for and grant awards under the 2023 Plan, (iii) determine, modify or waive the terms and conditions of awards under the 2023 Plan, (iv) prescribe forms, rules and procedures relating to the 2023 Plan, (v) establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, retention, vesting, exercisability or settlement of any award under the 2023 Plan, and (vi) otherwise do all things necessary or appropriate to carry out the purposes of the 2023 Plan. The Plan Administrator’s determinations under the 2023 Plan are conclusive and binding.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        18

Authorized Shares

Subject to adjustment as described below, the maximum number of shares of our common stock that may be delivered in satisfaction of awards under the 2023 Plan is (i) 4,500,000, plus (ii) the number of shares of common stock subject to any award under a Prior Plan as of the Effective Date of the 2023 Plan that become available as a result of the termination, cancellation or forfeiture of such awards under such Prior Plan.

Shares of our common stock to be issued under the 2023 Plan may be authorized but unissued shares of our common stock or previously issued shares acquired by us. If any shares of our common stock underlying awards that are settled in cash, canceled, forfeited or otherwise expire or lapse without being exercised (to the extent applicable), the shares of common stock allocable to the terminated portion of such award will again be available for issuance under the 2023 Plan.

However, notwithstanding the foregoing, the following shares of common stock will not be available for issuance under the Plan: (a) shares withheld from an award under the 2023 Plan or a Prior Plan to satisfy the tax withholding obligations with respect to such award, (b) shares withheld from an award under the 2023 Plan or a Prior Plan in payment of the exercise price of an award requiring exercise, (c) shares repurchased on the open market by us using proceeds from the exercise price paid with respect to awards under the 2023 Plan or a Prior Plan, or (d) gross shares subject to an SAR granted under the 2023 Plan or a Prior Plan that are not issued in connection with the stock-settlement of such SAR.

Limits on Non-Employee Director Compensation

The aggregate dollar value of equity-based (based on the grant date fair value of equity-based awards determined for financial reporting purposes) and cash compensation granted under the 2023 Plan or otherwise to any one non-employee director during any fiscal year will not exceed $900,000, with up to $1,500,000 to be permitted for a non-employee director in the fiscal year he or she first joins our Board or is first designated as Chairman of our Board or Lead Director.

Eligibility

The Plan Administrator will select participants from among our, and our affiliates’, key employees, directors, consultants and advisors who are in a position to contribute significantly to our success and the success of our affiliates. Eligibility for options intended to be incentive stock options, or ISOs, is limited to our employees or the employees of certain of our affiliates. As of April 3, 2023, there were approximately 1,288 employees (including seven executive officers) and eight non-employee directors who would be eligible to participate in the 2023 Plan. As of April 3, 2023, no consultants or advisors would be eligible to participate in the 2023 Plan.

Awards Under the 2023 Plan

The 2023 Plan provides for grants of stock options, SARs, restricted and unrestricted stock, stock units (including RSUs), performance awards, cash awards and other awards convertible into or otherwise based on shares of our common stock. Dividend equivalents may also be provided in connection with an award under the 2023 Plan (other than stock options and SARs), provided that such dividend equivalents will be subject to the same limits or restrictions as the awards to which they relate, and will not be payable until such awards vest.

Stock Options

A stock option is an award that entitles the participant to receive, upon exercise, shares of our common stock upon payment of the exercise price. The exercise price of an option may not be less than the fair market value (or, in the case of an ISO granted to a ten percent shareholder, 110% of the fair market value) of a share of our common stock on the date of grant. The Plan Administrator will determine the time or times at which stock options become exercisable and the terms on which they remain exercisable. The maximum term of a stock option is 10 years (or, in the case of an ISO granted to a ten percent shareholder, five years). Reload stock options are prohibited under the 2023 Plan.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        19

SARs

SARs entitle the participant to receive, upon exercise, shares of our common stock or cash equal to the excess of the value of the shares subject to the SAR over the exercise price. The exercise price of an SAR may not be less than the fair market value of a share of our common stock on the date of grant. The Plan Administrator will determine the time or times at which SARs become exercisable and the terms on which they remain exercisable. The maximum term of an SAR is 10 years.

Restricted and Unrestricted Stock

A restricted stock award is an award of our common stock subject to restrictions requiring that it be redelivered or offered for sale to the Company if specified conditions are not satisfied, while an unrestricted stock award is award of our common stock that is not subject to any restrictions. The Plan Administrator will determine the terms of awards of restricted and unrestricted stock.

Stock Units

A stock unit award is denominated in shares of our common stock and entitles the participant to receive stock or cash measured by the value of the shares in the future. An RSU is a stock unit award that is subject to the satisfaction of performance conditions or other vesting conditions. The Plan Administrator will determine the terms of awards of stock units, including RSUs.

Performance Awards

A performance award is an award under the 2023 Plan where the vesting, settlement or exercisability is subject to specified performance criteria.

Cash Awards

Cash awards are awards under the 2023 Plan that are denominated in cash.

Termination of Employment

The Plan Administrator will determine the effect of termination of employment or service on an award under the 2023 Plan. Unless otherwise expressly provided by the Plan Administrator, upon a termination of a participant’s employment all unvested options then held by the participant and other awards requiring exercise will terminate and all other unvested awards will be forfeited and all vested stock options and SARs then held by the participant will remain outstanding for three months, or one year in the case of death, or, in each case, until the applicable expiration date, if earlier. All stock options and SARs held by a participant immediately prior to the participant’s termination of employment will immediately terminate upon termination of employment if the termination is for cause or occurs in circumstances that, in the determination of the Plan Administrator, would have constituted grounds for the participant’s employment to be terminated for cause.

Transferability

Awards under the 2023 Plan may not be transferred except by will or by the laws of descent and distribution. For awards other than ISOs, the Plan Administrator may permit the transfer not for value to any transferee eligible to be covered by the provisions of Form S-8.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        20

Clawback; Recovery of Compensation

Awards granted under the 2023 Plan are subject to forfeiture, termination and rescission, and a participant will be obligated to return to us the value received with respect to awards, to the extent provided by the Plan Administrator in an award agreement, pursuant to Company policy relating to the recovery of erroneously-paid incentive compensation, including any clawback or recoupment policy adopted by the Company, or as otherwise required by law or applicable stock exchange listing standards.

Covered Transaction

In the event of a covered transaction (as defined in the 2023 Plan), the Plan Administrator may, among other things, provide for (i) continuation or assumption of outstanding awards, (ii) new grants in substitution of outstanding awards, (iii) the accelerated vesting or delivery of shares under awards or for a cash-out of outstanding awards, in each case on such terms and with such restrictions as it deems appropriate. However, if the award is not continued or assumed or a new grant is not substituted for the award, then stock options and SARs will become fully exercisable and all other awards shall become vested (with any performance based on target or actual performance as determined by the Plan Administrator).

Prohibition Against Repricing

We will not, without stockholder approval (except in the case of a change in our capitalization, as described below), (a) reduce the exercise price of a stock option or SAR, (b) other than in the case of covered transaction, at any time when the exercise price of a stock option or SAR is above the fair market value of a share of stock, cancel and re-grant or exchange such stock option or SAR for cash or a new award having a lower (or no) exercise price, or (c) take any other action with respect to an award that would be treated as a repricing under generally accepted accounting principles.

Adjustment

In the event of a stock dividend, stock split or combination of shares including a reverse stock split, recapitalization or other change in our capital structure that constitutes an equity restructuring within the meaning of the Financial Accounting Standards Board, Accounting Standards Codification Topic 718, Compensation — Stock Compensation, the Plan Administrator will make appropriate adjustments to the maximum number of shares that may be delivered under the 2023 Plan, and will also make appropriate adjustments to the number and kind of shares of stock or securities subject to awards, the exercise prices of such awards or any other terms of awards affected by such change. The Plan Administrator will also make the types of adjustments described above to take into account distributions and other events other than those listed above if it determines that such adjustments are appropriate to avoid distortion and preserve the value of awards.

Amendment and Termination

The Plan Administrator will be able to amend the 2023 Plan or outstanding awards for any purpose which may at the time be permitted by law, or terminate the 2023 Plan as to future grants of awards, except that the Plan Administrator will not be able to alter the terms of an award if it would affect materially and adversely a participant’s rights under the award without the participant’s consent (unless expressly provided in the 2023 Plan or the right to alter the terms of an award was expressly reserved by the Plan Administrator at the time the award was granted). Stockholder approval will be required for any amendment to the 2023 Plan to the extent such approval is required by law, including the Internal Revenue Code of 1986, as amended (the “Code”), or applicable stock exchange requirements. No awards may be made under the 2023 after 10 years from the Effective Date.

New Plan Benefits

As described above, the selection of participants who will receive awards under the 2023 Plan and the size and types of awards will be determined by the Plan Administrator in its discretion. Therefore, the amount of any future awards under the 2023 Plan is not yet determinable and it is not possible to predict the benefits or amounts that will be received by, or allocated to, particular individuals or groups of employees.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        21

Federal Income Tax Consequences

The following is a summary of the U.S. federal income tax treatment applicable to us and the participants who receive awards under the 2023 Plan based on the federal income tax laws in effect on the date of this Proxy Statement. This summary is not intended to be exhaustive and does not address all matters relevant to a particular participant based on their specific circumstances. The summary expressly does not discuss the income tax laws of any state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compensation under Section 409A of the Code), or other tax laws other than U.S. federal income tax law. Because individual circumstances may vary, we recommend that all participants to consult their own tax advisor concerning the tax implications of awards granted under the 2023 Plan.

Stock Option Grants

Stock options granted under the 2023 Plan may be either be ISOs, which satisfy the requirements of Section 422 of the Code, or non-statutory stock options (“NSOs”), which are not intended to meet such requirements. The U.S. federal income tax treatment for the two types of options differs as follows:

Incentive Stock Options

No taxable income is recognized by the participant at the time of the grant of an ISO, and no taxable income is recognized for ordinary income tax purposes at the time the ISO is exercised, although taxable income may arise at that time for alternative minimum tax purposes. Unless there is a disqualifying disposition, as described below, the participant will recognize long-term capital gain in an amount equal to the excess of (i) the amount realized upon the sale or other disposition of the purchased shares over (ii) the exercise price paid for the shares.

A disqualifying disposition occurs if the disposition is less than two years after the date of grant or less than one year after the exercise date. If there is a disqualifying disposition of the shares, then the excess of (i) the fair market value of those shares on the exercise date or (if less) the amount realized upon such sale or disposition over (ii) the exercise price paid for the shares will be taxable as ordinary income to the participant. Any additional gain or loss recognized upon the disposition will be a capital gain or loss.

If the participant makes a disqualifying disposition of the purchased shares, then we will be entitled to an income tax deduction, for the taxable year in which such disposition occurs, equal to the amount of ordinary income recognized by the participant as a result of the disposition. We will not be entitled to any income tax deduction if the participant makes a qualifying disposition of the shares.

Non-Statutory Stock Options

No taxable income is recognized by a participant upon the grant of an NSO. The participant in general will recognize ordinary income, in the year in which the NSO is exercised, equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares, and the participant will be required to satisfy the tax withholding requirements applicable to such income. We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant with respect to the exercised non-statutory stock option.

SARs

No taxable income is recognized upon receipt of an SAR. The holder will recognize ordinary income in the year in which the SAR is exercised, in an amount equal to the excess of (i) the fair market value of the underlying shares of common stock on the exercise date over (ii) the base price in effect for the exercised right, and the holder will be required to satisfy the tax withholding requirements applicable to such income. We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the holder in connection with the exercise of the SAR.

Stock Awards

Participants will recognize ordinary income at the time unrestricted stock awards are granted in an amount equal to the excess of (i) the fair market value of the shares on the grant date over (ii) the cash consideration (if any) paid for the shares.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        22

No taxable income is recognized at the time restricted stock awards are issued, but the participant will have to report as ordinary income, as and when those shares subsequently vest, an amount equal to the excess of (i) the fair market value of the shares on the vesting date over (ii) the cash consideration (if any) paid for the shares. The participant may, however, elect under Section 83(b) of the Code to include as ordinary income in the year the unvested shares are issued an amount equal to the excess of (a) the fair market value of those shares on the issue date over (b) the cash consideration (if any) paid for such shares. If the Section 83(b) election is made, the participant will not recognize any additional income as and when the shares subsequently vest.

We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant at the time such ordinary income is recognized by the participant.

Other Awards

Generally, no taxable income is recognized upon receipt of stock units (including RSUs), performance awards or cash awards. The holder will recognize ordinary income in the year in which the shares subject to the award are actually issued or in the year in which the award is settled in cash. The amount of that income will be equal to the fair market value of the shares on the date of issuance or the amount of the cash paid in settlement of the award, and the holder will be required to satisfy the tax withholding requirements applicable to the income.

We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the holder at the time the shares are issued or the cash amount is paid.

Deductibility of Executive Compensation

Section 162(m) of the Code limits the deductibility for federal income tax purposes of certain compensation paid to any “covered employee” in excess of $1 million. For purposes of Section 162(m), the term “covered employee” includes any individual who serves as chief executive officer, chief financial officer or one of the other three most highly compensated executive officers for 2017 or any subsequent calendar year. It is expected that compensation deductions for any covered employee with respect to awards under the 2023 Plan will be subject to the $1 million annual deduction limitation.

Vote Required

Approval of the 2023 Plan requires the affirmative vote of a majority of the votes cast on this proposal. Because abstentions and broker non-votes, if any, are not counted as votes cast for or against this resolution, they will have no effect on the outcome of the vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 2.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        23

PROPOSAL 3

Approval of the Amended and Restated Ultragenyx Pharmaceutical Inc. 2014 Employee Stock Purchase Plan

On April 20, 2023, the Board approved an amendment and restatement of the Ultragenyx Pharmaceutical, Inc. 2014 Employee Stock Purchase Plan, as amended on June 9, 2016 (ESPP and as amended and restated, the A&R ESPP), subject to stockholder approval at the Annual Meeting. In addition to several other changes, the A&R ESPP provides for an additional 1,400,000 shares of our common stock to be available for issuance thereunder and extends the term of the ESPP until the earliest of (a) the A&R ESPP’s termination in accordance with the terms of the plan, (b) the issuance of all shares of stock available for issuance under the plan or (c) June 7, 2033. If the A&R ESPP is approved by our stockholders, we intend to file a Form S-8 with the SEC following the Annual Meeting that covers the additional shares reserved for issuance under the A&R ESPP.

As of April 3, 2023, 5,405,257 shares of our common stock remained available for issuance under the ESPP. The proposed increase in the number of shares authorized for issuance under the A&R ESPP represents approximately 2% of our outstanding common stock as of December 31, 2022. If this proposal is not approved, the ESPP will terminate in 2024. The ESPP serves as an important component of our employee compensation program, as it helps to attract and retain employees by providing eligible employees with the opportunity to become Company stockholders at favorable prices and participate in the Company’s success, aligning the interests of participating employees with those of stockholders. The Board believes the termination if the ESPP would negatively impact our ability to attract and retain talent and promote stock ownership by employees.

Summary of the A&R ESPP

The following summary describes the material terms of the A&R ESPP. This summary of the A&R ESPP is not a complete description of all provisions of the A&R ESPP and is qualified in its entirety by reference to the A&R ESPP, which is attached hereto as Appendix B. Stockholders are encouraged to read the A&R ESPP in its entirety.

Purpose

The A&R ESPP is intended to enable eligible employees of the Company and its designated subsidiaries to use payroll deductions to purchase shares of our common stock, and thereby acquire an interest in the future of the Company. The A&R ESPP is intended to qualify for favorable tax treatment as an “employee stock purchase plan” under Section 423 of the Code; however, sub-plans that do not meet the requirements of Section 423 of the Code may be established for the benefit of eligible employees of non-U.S. subsidiaries of the Company.

Administration

The Compensation Committee serves as the primary administrator of the A&R ESPP, except that the Compensation Committee may delegate authority, subject to applicable law, to one or more members of the Board or one or more of our officers or employees (the Compensation Committee or such delegee, the “ESPP Administrator”).

The ESPP Administrator will have the authority to determine any questions which may arise regarding the interpretation and application of the provisions of the A&R ESPP and to make, administer, and interpret such rules and regulations as it deems necessary or advisable. All determinations and decisions by the ESPP Administrator regarding the A&R ESPP will be final and binding on all participants. The ESPP Administrator may adopt rules or procedures relating to the operation and administration of the A&R ESPP to accommodate the specific requirements of local laws and procedures, including to adopt sub-plans for participants outside of the United States.

Eligibility

All employees of the Company or a designated subsidiary of the Company (as defined in the A&R ESPP) who (a) have been continuously employed by the Company or a designated subsidiary for at least six months as of the first day of any option period (as defined below), (b) customarily work 20 hours or more per week, and (c) satisfy the requirements set forth in the A&R ESPP will be eligible to participate in the A&R ESPP. Employees will not be eligible to receive a grant under the A&R ESPP if, immediately after the grant, the employee would own (or pursuant to Section 424(d) of the Code would be deemed to own) stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or of its parent or subsidiaries, if any. The ESPP Administrator may, for option periods that have not yet commenced, establish additional eligibility requirements, provided that they are consistent with Section 423 of the Code. As of April 3, 2023, approximately 1,073 employees will be eligible to participate in the A&R ESPP.

Shares Available under the A&R ESPP

The maximum aggregate number of shares of our common stock available for purchase pursuant to the exercise of options granted under the A&R ESPP is 7,330,914,which includes 5,930,914 shares previously available for issuance under the A&R ESPP prior to June 7, 2023. Those shares of our common stock may either be shares of authorized but unissued common stock, common stock held as treasury shares, or common stock acquired in an open-market transaction, all as the Board may determine.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        24

If any option granted under the A&R ESPP expires or terminates for any reason without having been exercised in full or ceases for any reason to be exercisable in whole or in part, the unpurchased shares of common stock subject to such option will again be available for purchase pursuant to the exercise of options under the A&R ESPP.

If the total number of shares to be purchased by all participants on any exercise date (as defined below) exceeds the number of shares remaining available for issuance under the A&R ESPP, the ESPP Administrator will make a pro rata allocation of the remaining available number of shares in as uniform a manner as possible and as the ESPP Administrator determines to be equitable. In such event, the ESPP Administrator will give written notice to each Participant of such reduction and will similarly reduce the rate of payroll deductions, if necessary.

Option Periods

The A&R ESPP is generally implemented by a series of “option periods”. Unless otherwise specified by the ESPP Administrator, option periods will be the six-month periods commencing May 1 and ending October 31 and commencing November 1 and ending April 30 of each year. Each of October 31 and April 30 will be an “exercise date”. The ESPP Administrator may change the exercise date and the commencement date, ending date and duration of the option periods to the extent permitted by Section 423 of the Code. Option periods may not be longer than 27 months in accordance with Section 423 of the Code.

Payroll Deductions

In order to participate in an option period, an eligible employee must execute and submit a payroll deduction and participation authorization form no later than 10 business days prior to the first day of any option period, or such other time as specified by the ESPP Administrator. The ESPP Administrator may specify the manner in which employees are to provide notices and payroll deduction authorizations. Participants in the A&R ESPP will continue to participate in future option periods until their participation is terminated, and the applicable payroll deduction authorization will stay in effect until it is cancelled or until a new authorization is filed no later than 10 days prior to the first day of an options period.

Each payroll deduction authorization will request a deduction in amount expressed as a whole percentage between 1% and 15%, and all payroll deductions will be credited to the participant’s account. No interest will be paid on any amount held in the account of any participant.

During the option period, payroll deduction authorizations may not be increased or decreased, although the authorization may be terminated by cancelling the option in accordance with the terms of the A&R ESPP.

Option Grant

On the first day of each option period, each participant automatically will be granted an option to acquire shares of common stock of the Company on the exercise date. However, a participant cannot accrue rights to purchase more than $25,000 (or any other maximum that may be prescribed by the Code) in fair market value of stock for each calendar year in which an option is outstanding. All participants granted options under the A&R ESPP will have the same rights and privileges consistent with the requirements set forth in Section 423 of the Code.

Purchase Price

The purchase price of shares of our common stock issued pursuant to the exercise of an option on each exercise date will be 85% (or such greater percentage specified by the ESPP Administrator to the extent permitted under Section 423 of the Code) of the lesser of the fair market value of a share of our common stock (a) on the day that the option is granted (the first day of the option period) and (b) on the exercise date.

Exercise of Options

On the applicable exercise date, each participant will be deemed to have exercised his or her option and the accumulated payroll deductions in the participant’s account will be applied to purchase the greatest number of whole shares of our common stock (rounded down to the nearest whole share) that can be purchased with such account balance at the applicable purchase price, which will be placed, in book-entry form, into a record keeping account in the name of the participant. However, no more than 10,000 shares of common stock may be purchased by a participant on any exercise date, or such lesser number as the ESPP Administrator may prescribe in accordance with Section 423 of the Code.

Any payroll deductions accumulated in a participant’s account that are not sufficient to purchase a full share will be retained in the participant’s account for the subsequent option period (subject to earlier withdrawal in accordance with the terms of the A&R ESPP). Any other amounts of payroll deductions in a participant’s account that are not used for the purchase of shares of stock, whether because of the participant’s withdrawal, because the amount would enable the participant to purchase more than the 10,000 share maximum or for any other reason, will be returned to the participant, without interest, as soon as administratively practicable after such withdrawal, exercise date or other event, as applicable.

Cancellation and Withdrawal

Participants may cancel all (but not less than all) of their option and terminate their payroll deduction authorization by delivering a written notice revoking their authorization to the ESPP Administrator not later than 15 business days prior to the exercise date (or such other time as specified by the ESPP Administrator) in respect of which the revocation is to be effective.

Upon such termination and cancellation, the balance in the participant’s account will be returned to the participant, without interest, as soon as administratively practicable thereafter. A participant that reduces his or her withholding rate for future payroll periods to zero will be deemed to have revoked his or her payroll deduction authorization and cancelled his or her option.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        25

Termination of Employment or Eligibility

Upon the termination of a participant’s employment with the Company (or a designated subsidiary, as applicable) for any reason or if a participant loses eligibility to participate in the A&R ESPP, the participant’s option will be deemed cancelled, the balance in the participant’s account will be returned to the participant (or his or her estate or designated beneficiary in the event of the participant’s death), without interest, as soon as administratively practicable, and the participant will have no other rights under the A&R ESPP.

Transfer Restrictions

A participant’s rights with respect to options granted under the A&R ESPP will only be exercisable during the participant’s lifetime and only by the participant, and the options may not be sold, pledge or transferred in any manner.

Adjustments Upon Change in Capitalization

In the event of any change in our outstanding common stock by reason of a stock dividend, split-up, recapitalization, merger, consolidation, reorganization, or other capital change, the aggregate number and type of shares of stock available under the A&R ESPP, the number and type of shares of stock granted under any outstanding options, the maximum number and type of shares of stock purchasable under any outstanding option, and the purchase price per share of stock under any outstanding option will be appropriately adjusted, provided that the ESPP Administrator is satisfied that such adjustment will not constitute a modification of the rights granted under the A&R ESPP or otherwise disqualify the A&R ESPP as an employee stock purchase plan under the provisions of Section 423 of the Code.

Mergers/Corporate Transactions

In the event of a sale of all or substantially all of the Company’s stock or assets, or a merger or similar transaction in which the Company does not survive or is acquired by another person, the ESPP Administrator may, in its discretion, (a) where applicable, provide for the assumption, substitution or exchange of outstanding options, (b) cancel each outstanding option and return the balances in a participant’s account to the participant, and/or (c) terminate the option period, in accordance with the terms of the A&R ESPP, on or before the date of the proposed sale, merger or similar transaction.

A&R ESPP Amendment and Termination

The Board may amend the A&R ESPP to any extent and in any manner it may deem advisable, provided, that any amendment that would be treated as the adoption of a new plan for purposes of Section 423 of the Code will require stockholder approval within 12 months before or after its adoption.

The Board may suspend or terminate the A&R ESPP at any time, and, in connection with such termination or suspension, may provide, in its sole discretion, either that outstanding options will be exercisable either at the exercise date for the applicable option period or on such earlier date as the Board may specify, or that the balance of each participant’s account will be returned to the participant, without interest.

The ESSP originally became effective on February 5, 2014, and this amendment and restatement of the A&R ESPP, will become effective on June 7, 2023, subject to stockholder approval, and will continue in effect until the earliest to occur of (a) the A&R ESPP’s termination in accordance with the terms of the A&R ESPP, (b) the issuance of all shares of stock available for issuance under the A&R ESPP or (c) June 7, 2033.

New A&R ESPP Benefits

The benefits that will be received by or allocated to eligible employees under the A&R ESPP cannot be determined at this time because the amount of payroll deductions contributed to purchase shares of our common stock under the A&R ESPP is entirely within the discretion of each participant (subject to the limitations discussed above).

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        26

Existing A&R ESPP Benefits

Pursuant to SEC rules, the following table sets forth, with respect to the groups named below, the number of shares of our common stock that were purchased since inception of the ESPP through April 3, 2023.

No associate of any director, executive officer or director nominee has purchased shares under the ESPP, and no person has purchased 5% or more of all shares purchased under the ESPP.

U.S. Federal Income Tax Consequences

The following is a brief description of the federal income tax treatment that will generally apply to the grant and exercise of rights under the A&R ESPP, based on federal income tax laws currently in effect. The exact federal income tax treatment of options will depend on the specific nature of any such option and the individual tax attributes of the participant. The following summary is not intended to be exhaustive and, among other considerations, does not describe gift, estate, social security, state, local or international tax consequences. In addition, if one or more sub-plans are established for employees of non-U.S. subsidiaries, the tax rules may be different than discussed below.

The A&R ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code and, as a result, employees who participate in the A&R ESPP will be afforded favorable tax treatment subject to meeting certain requirements specified by the Code. In general, there are no federal income tax consequences to a participant upon the grant of the option to purchase shares under the A&R ESPP at the beginning of an option period or upon its exercise on the exercise date at the end of an option period. Upon the disposition of shares of common stock acquired upon exercise of an option, the participant will generally be subject to tax and the nature and amount of the tax will depend on whether the employee has satisfied the statutory holding period.

If the employee holds shares acquired under the A&R ESPP for at least two years from the grant date of his or her option and at least one year from the date he or she acquired the shares (referred to as the “statutory holding period”), any gain on the sale of the shares will be taxed as ordinary income to the extent of the lesser of (i) the amount by which the fair market value of the shares on the grant date (i.e., the first day of the option period) exceeded the exercise price for the option, or (ii) the amount by which the fair market value of the shares on the date of sale exceeds the exercise price of the option. Any additional gain or loss will be taxed as long-term capital gain or loss.

If the participant sells or otherwise disposes of the shares before the expiration of the statutory holding period, then in the year of such “disqualifying” disposition, the participant will be required to recognize ordinary income equal to the difference between the fair market value of the shares on the date of the exercise of the option and the exercise price of the option. Any additional gain or loss will be short-term or long-term capital gain or loss depending on the length of time the employee has held the shares.

The Company is not entitled to any deduction with respect to the difference between the fair market value of the common stock and the option exercise price if the participant satisfies the statutory holding period described above. If shares are sold before the statutory holding period is satisfied, the Company receives a tax deduction for any ordinary income recognized by the participant.

Vote Required

Approval of the A&R ESPP requires the affirmative vote of a majority of the votes cast on this proposal. Because abstentions and broker non-votes, if any, are not counted as votes cast for or against this resolution, they will have no effect on the outcome of the vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 3.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        27

PROPOSAL 4

Ratification of the Selection of Independent Registered Public Accounting Firm

Our Audit Committee has selected Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, and has further directed that we submit the selection of Ernst & Young LLP for ratification by our stockholders at the Annual Meeting.

We are not required to submit the selection of our independent registered public accounting firm for stockholder approval, but are submitting our selection of Ernst & Young LLP for stockholder ratification as a matter of good corporate governance. If the stockholders do not ratify this selection, the Audit Committee will reconsider its selection of Ernst & Young LLP. Even if the selection is ratified, our Audit Committee may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that the change would be in our best interests.

The Audit Committee reviews and pre-approves all audit and non-audit services performed by our independent registered public accounting firm. The Audit Committee may delegate its pre-approval authority to one or more of its members and has delegated such authority to the Chairman of the Audit Committee; any pre-approval decisions made by the Chairman are reported to the Audit Committee at the next scheduled committee meeting. The Audit Committee may pre-approve specified audit-related services (assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and that are traditionally performed by the independent auditor) as well as specified tax services that the Audit Committee believes would not impair the independence of the independent auditor, and that are consistent with rules on auditor independence established by the SEC and the Public Company Accounting Oversight Board (PCAOB). The Audit Committee may also pre-approve those permissible non-audit services classified as “all other services” that it believes are routine and recurring services and would not impair the independence of the independent auditor and are consistent with SEC and PCAOB rules on auditor independence. All requests or applications for services to be provided by the independent auditor will be submitted to the Chief Financial Officer and must include a detailed description of the services to be rendered. The Chief Financial Officer or the Principal Accounting Officer, as the case may be, will authorize those services that have been pre-approved by the Audit Committee. If there is any question as to whether a proposed service fits within the pre-approved categories of services, the Chairman of the Audit Committee is to be consulted for a determination. For services that have not been pre-approved by the Audit Committee, requests or applications to provide services will be submitted to the Audit Committee by both the independent auditor and the Chief Financial Officer, and must include a joint oral or written statement as to whether, in their view, the request or application is consistent with the SEC’s and PCAOB’s rules on auditor independence.

All services rendered by Ernst & Young LLP in fiscal 2022 were approved in accordance with these policies. In its review of non-audit services, the Audit Committee considers, among other things, the possible impact of the performance of such services on the independent registered public accounting firm’s independence. The Audit Committee has determined that the non-audit services performed by Ernst & Young LLP in the fiscal year ended December 31, 2022 were compatible with maintaining the independent registered public accounting firm’s independence. Additional information concerning the Audit Committee and its activities can be found in the following sections of this Proxy Statement: “Board of Directors and Committees—Board Committees” and “Report of the Audit Committee.”

Ernst & Young LLP has audited our financial statements since our inception. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate stockholder questions.

Fees for Independent Registered Public Accounting Firm

The following is a summary of the aggregate audit fees billed or expected to be billed by Ernst & Young LLP for the indicated fiscal years and the fees billed by Ernst & Young LLP for all other services rendered during the indicated fiscal years.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        28

Vote Required

Ratification of the selection of the independent registered public accounting firm requires the affirmative vote of a majority of the votes cast. Because abstentions and broker non-votes, if any, are not counted as votes cast for or against this proposal, they will have no effect on the outcome of the vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 4.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        29

Report of the Audit Committee

The Audit Committee evaluates auditor performance, manages relations with our independent registered public accounting firm, and evaluates policies and procedures relating to internal control systems. The Audit Committee operates under a written Audit Committee Charter that has been adopted by the Board, a copy of which is available on our website at www.ultragenyx.com. All members of the Audit Committee currently meet the independence and qualification standards for Audit Committee membership set forth in the listing standards and rules of Nasdaq and the SEC.

No member of the Audit Committee is a professional accountant or auditor. The members’ functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The Audit Committee serves a board-level oversight role in which it provides advice, counsel, and direction to management and the auditors on the basis of the information it receives, discussions with management and the auditors, and the experience of the Audit Committee’s members in business, financial, and accounting matters.

The Audit Committee oversees our financial reporting process on behalf of the Board. Our management has the primary responsibility for the financial statements and reporting process, including our system of internal controls over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022. This review included a discussion of the quality and the acceptability of our financial reporting, including the nature and extent of disclosures in the financial statements and the accompanying notes.

The Audit Committee discussed with our independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of the audited financial statements with accounting principles generally accepted in the United States of America, their judgments as to the quality and the acceptability of our financial reporting and such other matters as are required to be discussed with the Committee pursuant to applicable rules of the PCAOB and the SEC. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable rules of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent registered public accounting firm their independence.

In addition to the matters specified above, the Audit Committee discussed with our independent registered public accounting firm the overall scope, plans, and estimated costs of their audit. The Audit Committee met with the independent registered public accounting firm periodically, with and without management present, to discuss the results of the independent registered public accounting firm’s examinations, the overall quality of our financial reporting, and the independent registered public accounting firm’s reviews of the quarterly financial statements and drafts of the quarterly and annual reports.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that our audited financial statements should be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Submitted by the Audit Committee of the Board of Directors

Matthew Fust, Chairperson

Corsee D. Sanders, Ph.D.

Michael Narachi

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        30

PROPOSAL 5

Advisory (Non-Binding) Vote to Approve the Compensation of our Named Executive Officers

Background

Section 14A of the Securities Exchange Act of 1934, as amended (Exchange Act), as adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) requires that stockholders have the opportunity to cast an advisory (non-binding) vote to approve the compensation of our named executive officers (say-on-pay vote).

The say-on-pay vote is a non-binding vote on the compensation of our “named executive officers,” as described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in this Proxy Statement. The say-on-pay vote is not a vote on our general compensation policies, compensation of our Board of Directors, our compensation policies as they relate to risk management, or our pay ratio.

Our philosophy in setting compensation policies for executive officers has two fundamental objectives: (1) to attract and retain a highly-skilled team of talented executives and (2) to align our executives’ interests with those of our stockholders by rewarding short-term and long-term performance and tying compensation to increases in stockholder value. The Compensation Committee believes that executive compensation should be directly linked to performance, including continuous improvements in corporate performance and accomplishments of our strategic plan that are expected to increase stockholder value. The Compensation Discussion and Analysis section starting on page 46 provides a more detailed discussion of the executive compensation program and compensation philosophy.

The vote under this Proposal No. 5 is advisory and therefore not binding on us, the Board, or our Compensation Committee. However, our Board, including our Compensation Committee, values the opinions of our stockholders and, to the extent there is any significant vote against this proposal, we will consider our stockholders’ concerns and evaluate what actions may be appropriate to address those concerns. The Dodd-Frank Act requires us to hold the say-on-pay vote at least once every three years, and we have determined to hold a say-on-pay vote every year. Unless the Board modifies its policy on the frequency of holding say-on-pay advisory votes, the next say-on-pay vote will occur in 2024.

Stockholders will be asked at the Annual Meeting to approve the following resolution pursuant to this Proposal No. 5:

RESOLVED, that the stockholders of Ultragenyx Pharmaceutical Inc. approve, on an advisory basis, the compensation of the Company’s “named executive officers” (as defined in the Company’s definitive proxy statement for the 2023 Annual Meeting of Stockholders (the “Proxy Statement”)), as such compensation is described in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in the Company’s Proxy Statement.

Vote Required

Approval of this resolution requires the affirmative vote of a majority of the votes cast on this proposal. Because abstentions and broker non-votes, if any, are not counted as votes cast for or against this resolution, they will have no effect on the outcome of the vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL NO. 5.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        31

Corporate Governance

Director Independence

Our Board currently consists of nine members. Our Board has determined that Dr. Dunsire, Dr. Ekman, Mr. Fust, Mr. Narachi, Dr. Ray, Dr. Sanders, Dr. Suliman, and Mr. Welch qualify as “independent” directors in accordance with Nasdaq listing requirements and rules. Dr. Kakkis is not considered independent because he is an employee of the Company. Former director William Aliski, whose term expired at the 2022 annual meeting of stockholders, was independent during the period he served on the Board. Under Nasdaq rules, the Board’s determination of a director’s independence considers objective tests, such as whether the director is, or has been within the last three years, an employee of the Company and whether the director or any of his or her family members has engaged in certain types of business dealings with us. Under Nasdaq rules, our Board also evaluates whether any relationships exist that, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these independence determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

Director Overboarding Policy

Our Board believes that all members of the Board must have sufficient time to focus on his or her Board duties. Our Corporate Governance Guidelines limit the total number of public company boards that a director may serve as follows:

All of our directors are currently in compliance with our policy.

Global Code of Conduct

We have adopted a Global Code of Conduct that applies to all of our employees, officers, and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Our Global Code of Conduct is available on our website, www.ultragenyx.com, under the “Corporate Governance” subsection of the “Investors” tab. We intend to promptly disclose on our website any future changes or amendments to the Global Code of Conduct that we are required to disclose under applicable rules, and any waivers of our Global Code of Conduct granted to our Chairman of the Board, any of our executive officers, or any member of our Board. Our Board is responsible for applying and interpreting the Global Code of Conduct in situations where questions are presented to it.

Anti-Hedging Policy

Our insider trading policy prohibits our directors and employees, including our executive officers, from engaging in hedging transactions that are designed to hedge, offset or transfer with respect to equity compensation received by a director or employee or other equity securities held (directly or indirectly) by a director or employee, all or a portion of the risk of a decline in the market price of shares of our stock.

Stockholder Communications

Generally, stockholders who have questions or concerns regarding the Company should contact our Investor Relations department at (844) 280-7681. However, any stockholders who wish to address questions regarding our business or affairs directly with the Board, or any individual director, should direct his or her questions in writing to the Chairman of the Board, c/o Ultragenyx Pharmaceutical Inc., 60 Leveroni Court, Novato, California 94949. At the request of the Chairman of the Board, the Corporate Secretary reviews all correspondence addressed to the Chairman, organizes the correspondence, and provides it to the Chairman or to individual directors, as appropriate. Our independent directors have requested that certain items that inappropriate or are unrelated to the Board’s duties, such as spam, junk mail, mass mailings, solicitations, resumes, and job inquiries not be provided to directors.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        32

Board of Directors and Committees

During fiscal 2022, our Board met five times. Each of our current directors attended at least 90% of the aggregate meetings of the Board and meetings of the committees of which the director was a member in fiscal 2022 held during the period when the director served on the Board or the committees, as applicable.

The Board has a standing Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Research and Development Committee. All members of the Audit, Compensation, and Nominating and Corporate Governance Committees are non- employee directors whom the Board has determined are independent under applicable independence standards (including the heightened independence standards that apply to Audit Committee and Compensation Committee members).

Nine of the directors serving at the time of the 2022 Annual Meeting of Stockholders (2022 Annual Meeting) attended such annual meeting. Each director who is up for election at an annual meeting of stockholders or who has a term that continues after such annual meeting is encouraged to attend the annual meeting of stockholders.

Board Leadership Structure

We currently separate the positions of Chairman of the Board and Chief Executive Officer, which allows our Chief Executive Officer, Dr. Kakkis, to focus on our day-to-day business, while allowing the Chairman of the Board, Mr. Welch, to lead the Board in its fundamental role of providing advice to and independent oversight of management. Independent oversight of management is an important goal of the Board, which is why our Corporate Governance Guidelines provide that a lead independent director will be appointed by the Board if the Chairman is not independent. Additionally, our Board recognizes the time, effort, and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairman. Our Board also believes that the separation of the Chairman and Chief Executive Officer positions fosters a greater role for the independent directors in the oversight of our Company and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of our Board. The benefits of the separated Chairman and Chief Executive Officer positions are augmented by the independence of eight of our nine current directors, including our Chairman, and our independent Board committees that provide appropriate oversight in the areas described below. At executive sessions of independent directors, these directors can speak candidly on any matter of interest. The independent directors of the Board regularly meet in executive sessions, and met four times in 2022, and the Chairman presides at these sessions. We believe this structure provides effective oversight of our management and the Company.

Role of the Board in Risk Oversight

The Board has overall responsibility for the oversight of our risk management process, which is designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance, and enhance stockholder value. Risk management includes not only understanding company-specific risks and the steps management implements to manage those risks, but also assessing what level of risk is acceptable and appropriate for us, taking into account the immediacy of any such risks, and evaluating risks and circumstances across various timeframes, including the short, medium and long term. Management is responsible for establishing our business strategy, identifying and assessing the related risks, and implementing appropriate risk management practices. The Board periodically reviews our business strategy and management’s assessment of the related risk and discusses with management the appropriate level of risk for us. The Board also periodically evaluates and discusses potential emerging risks with members of senior management as well as third-party advisors and experts. In 2022, the Board and the committees, as appropriate, reviewed with management the various risks and mitigation strategies related to the macroeconomic environment, cost containment strategies, prioritization of the Company’s pipeline programs and the Company’s initiatives related to ESG and sustainability matters. The Board also delegates to Board committees oversight of selected elements of risk as set forth below.

Board Committees

Our Board currently has a standing Audit Committee, Compensation Committee, Nominating and Governance Committee and Research and Development Committee. Each of these committees operates under a written charter which sets forth the functions and responsibilities of the committee, a copy of which is available on our website at www.ultragenyx.com under the “Corporate Governance” subsection of the “Investors” tab.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        33

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        34

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        35

Compensation Committee Interlocks and Insider Participation

During fiscal 2022, the Compensation Committee consisted of Dr. Dunsire and Messrs. Narachi and Welch. None of the members of our Compensation Committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        36

Environmental, Social and Governance (ESG) Matters*

At Ultragenyx, our purpose is to lead the future of rare disease medicine as we seek to treat individuals afflicted by diseases with limited or no treatment options, and we recognize that their lives and well-being are dependent upon our collective efforts to develop new therapies. For this reason, we are passionate about developing these therapies with the utmost urgency and care. Our strong commitment to ethics, integrity and corporate responsibility is centered around partnering with the rare disease community, improving access to treatments, maintaining a people-first culture, and investing in innovation.

In 2022, we published our inaugural ESG report based on our strategic ESG framework consisting of five pillars: Patients, People, Communities, Planet and Governance. We were recognized in the top 5% of companies in the biotechnology sector by the S&P Global Corporate Sustainability Assessment based in part on our inaugural report.

Our 2023 ESG report is expected to be published in May 2023 and to be available in digital format on our website at www.ultragenyx.com under “Investors - Corporate Sustainability”. Our 2023 ESG report is expected to be based on the five pillars discussed in our inaugural 2022 ESG report, however, with further refinement of our “Patients” pillar to focus on two distinct topics, “Innovation” which focuses on our innovative clinical pipeline and “Patients,” which centers on our partnership with the rare disease community to achieve access and influence policy. The contents of our ESG reports are not deemed to be part of this Proxy Statement or incorporated by reference herein.

Innovation

We are committed to delivering novel, disease modifying treatments with speed and urgency to rare disease communities with limited or no treatment options. In the coming years, we anticipate developing 6-7 clinical therapies with the potential to reach 150,000 patients.

In 2022, we initiated four pivotal studies across our clinical pipeline. We commenced a late-stage clinical development program for UX143 in osteogenesis imperfecta (OI), launching the pivotal Phase 2/3 Orbit study in pediatric patients. We also advanced three gene therapies into pivotal studies:

Last year, we also provided interim data from the Phase 1/2 study of GTX-102 for the treatment of Angelman syndrome and exercised our option to acquire GeneTx. The Phase 1/2 study is evaluating the tolerability and safety of GTX-102 and its effect on all major domains of Angelman syndrome in pediatric patients and is currently ongoing in the U.S., U.K. and Canada.

We are committed to helping the rare disease community by sharing our science and expertise to advance future drug development, whether by us our others. We host a recurring Rare Bootcamp, where we share our knowledge, expertise, insights and connections to help patient families, foundations and other organizations seeking to develop novel treatments for rare diseases. Our bootcamp is designed for incredibly determined patient families and advocates who have started funding their own rare disease research and are looking to better coordinate and build structure around their efforts. Since 2017, we have held six bootcamps with over 100 individuals from 80 organizations attending.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        37

Patients

We are committed to supporting the broader rare disease community through our efforts to develop novel therapies, share our science and expertise, achieve broad access to screening and treatment, and partner with policy makers for meaningful change. We believe that the greatest impact we can have on the lives of individuals with rare disease is to make our treatments accessible and affordable, and to engage and support rare disease families along their journey.

We believe that pricing should not be a barrier to accessing treatment and are committed to pricing our medicines responsibly. We set our drug prices with global pricing in mind and in the U.S., we use our best efforts to help make it possible that no patient foregoes treatment for financial reasons. In 2022, our U.S. price increases remained aligned with the Consumer Price Index for all of our commercially available products.

We believe policy and regulation are critical to the cost-effective and timely development and commercialization of treatments individuals living with rare diseases. Our Global Policy Committee determines priority policy areas for our engagement and advocacy. The goal of the committee is to educate and inspire key decision makers in the field of rare disease with the aim of enabling all people living with a rare disease to receive an accurate diagnosis, quality care and available therapy as quickly as possible.

We are a founding member of the Rare Disease Company Coalition (RDCC), a coalition of 21 companies that educates policymakers on the distinct considerations of life science companies operating in the rare disease space and focuses on three priorities: supporting robust development and innovation, ensuring accessibility, and enabling earlier diagnosis.

People

We are committed to maintaining a diverse, inclusive, safe and healthy environment. We are also committed to fair and equitable compensation practices that are transparent and free from bias.

We have taken several steps to bolster inclusion and diversity (I&D) within our company, including expanding workshop and engagement opportunities. In 2022, 90% of employees participated in the I&D curriculum. Highlights of our other initiatives in 2022 include the following:

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        38

Employee Diversity Data*

We are committed to fair and equitable compensation practices within a pay-for-performance framework and believe these principles are critical in supporting our culture and achieving our mission. We regularly review our programs and practices as well as our employees’ pay with the goal of providing pay and opportunities that are equitable, transparent and free from bias. Our compensation decisions are based on role, performance, location, external and internal peer data, relevant experience, professional and personal contributions, and senior leadership review.

Communities

We are committed to supporting initiatives that provide (1) impactful resources for the rare disease community, (2) public health and access to care, (3) Science, Technology, Engineering, the Arts and Mathematics (STEAM) education, and (4) local, at-risk communities. In 2022, we approved over $4 million in charitable donations, independent medical education and health-related grants. We offer employees the opportunity to take two paid volunteer days each year (16 hours), so that they can spend time giving back to our communities and contribute to local initiatives. We also expanded the representation and reach of our charitable giving programs from the U.S. to include Europe, Latin America and Japan.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        39

We have an employee resource group (ERG) called UltraGiving committed to connecting employees with opportunities to support nonprofit organizations assisting underserved communities. Once the connections are made, employees can choose to use their paid volunteer time, volunteer on their own or make donations. UltraGiving has chapters in the San Francisco Bay and Greater Boston areas, Utah and Latin America. Additionally, Ultragenyx employees volunteer their time to serve on the boards of directors for local nonprofits, such as North Marin Community Services and the Novato Chamber of Commerce.

In addition to our philanthropic efforts, we support the rare disease community through educational initiatives, patient advocacy, research and access to information. Our specific focus is on patient and professional organizations that provide vital support to the rare disease community.

Planet

As we look to advance a diverse portfolio of novel treatments in rare and ultra-rare diseases, we are committed to developing an environmental strategy that minimizes our environmental footprint across our business. In 2022, we developed and deployed several policies and procedures related to environmental data collection and environmental sustainability.

A few of our other initiatives are described below:

Governance

We are committed to maintaining responsible corporate governance practices to promote the long term interest of our stockholders and other stakeholders. A summary of our corporate governance practices is described in this Proxy Statement under “– Corporate Governance.”

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        40

Executive Officers

Our current executive officers, their respective ages as of the date of this Proxy Statement, and positions are set forth in the following table. Biographical information regarding each executive officer (other than Dr. Kakkis) is set forth following the table. Biographical information for Dr. Kakkis is set forth above under Proposal No. 1 (Election of Class I Directors). In March 2023, we announced that Eric Crombez, M.D., would assume the role of Executive Vice President, Chief Medical Officer, effective May 1, 2023 and that Dr. Bedrosian would assume a new role of Strategic Development Advisor effective as of such date.

Camille L. Bedrosian, M.D. has served as our Chief Medical Officer and Executive Vice President since January 2018. Prior to Ultragenyx, she served as Senior Vice President and Chief Medical Officer at Alexion Pharmaceuticals, Inc., a biopharmaceutical company, from May 2008 to January 2018. From September 2002 to April 2008, she served as Vice President and Chief Medical Officer at Ariad Pharmaceuticals, Inc., an oncology company. From 1997 to 2002, Dr. Bedrosian served in the Clinical Research and Development Department of Wyeth/Genetics Institute, Inc., most recently as Senior Director, Oncology/Hematology. From 1986 to 1997, she was a Fellow, an Associate, and then Assistant Professor of Medicine in the Division of Hematology and Oncology at Duke University Medical Center and the Duke Comprehensive Cancer Center. Dr. Bedrosian currently serves on the board of directors of Rhythm Pharmaceuticals, Inc., a public biopharmaceutical company, and on the board of directors of Crinetics Pharmaceuticals, Inc., a public clinical stage pharmaceutical company. Dr. Bedrosian holds an A.B. in Chemistry from Harvard University/Radcliffe College, a M.S. in Biophysics from M.I.T., and a M.D. from Harvard Medical School.

Erik Harris has served as our Chief Commercial Officer and Executive Vice President since June 2019. Prior to his appointment as our Chief Commercial Officer, Erik served as our Senior Vice President and Head of North American Commercial Operations from July 2017 to June 2019. Prior to Ultragenyx, Mr. Harris spent six years at Crescendo Bioscience, Inc., a molecular diagnostic company, most recently as Vice President of Commercial. Earlier in his career, Mr. Harris served as Vice President of Marketing at InterMune, Inc., a biotechnology company, and also held positions in the commercial organizations at Elan Pharmaceuticals, Inc., Genentech, Inc., and Bristol-Myers Squibb Company. At the start of his professional career, Mr. Harris served as a Lieutenant Commander in Naval Aviation and Congressional Fellow for the United States Navy. Mr. Harris currently serves on the board of directors of Denali Therapeutics Inc., a public biopharmaceutical company. Mr. Harris holds a B.S. from the United States Naval Academy and an M.B.A. from the Wharton School of Business.

Dennis Huang has served as our Executive Vice President since January 2016, our Chief Technical Operations Officer since May 2015 and as our Chief Technical Operations Officer and Gene Therapy Operations since December 2021. From May 2015 to January 2016, he served as our Senior Vice President. Prior to Ultragenyx, Mr. Huang served as Senior Vice President of Manufacturing and Supply Chain at InterMune, Inc., a biotechnology company, from August 2013 to March 2015. Prior to InterMune, Mr. Huang served as Vice President of Biologic Manufacturing and Development at Allergan, Inc., a global pharmaceutical company, from May 2006 to August 2013. Mr. Huang currently serves on the board of directors of CytoDel, Inc., a private biopharmaceutical company. Mr. Huang holds a B.A. in Chemistry from Knox College in Galesburg, Illinois.

Thomas Kassberg has served as our Executive Vice President since January 2016 and our Chief Business Officer since November 2011. From November 2011 to January 2016, he served as our Senior Vice President. Prior to Ultragenyx, Mr. Kassberg worked as Vice President of Business Development at Corium International, Inc., a biotechnology company, from July 2010 to October 2011. Prior to his work at Corium International, Inc., Mr. Kassberg worked as an independent consultant in corporate development and business strategy and consulted with a number of companies from March 2009 to June 2010, including Corium International, Inc., a biopharmaceutical company, and Rib-X Pharmaceuticals, Inc., a pharmaceutical company focused on the development of novel antibiotics. Before becoming a consultant, Mr. Kassberg worked at Proteolix, Inc., a biotechnology company subsequently acquired by Onyx Pharmaceuticals, from January 2008 to February 2009, where he served as Senior Vice President of Corporate Development. Mr. Kassberg holds a B.A. in Business Administration from Gustavus Adolphus College and an M.B.A. from Northwestern University.

Karah Parschauer has served as our Chief Legal Officer and Executive Vice President since December 2021 and as our General Counsel and Executive Vice President since June 2016. Prior to Ultragenyx, Ms. Parschauer served in various executive capacities, and most recently as Vice President, Associate General Counsel, at Allergan plc, a pharmaceutical company, from June 2005 to June 2016. Prior to Allergan, Ms. Parschauer was an attorney at Latham & Watkins LLP, where she practiced in the areas of mergers and acquisitions, securities offerings and corporate governance. Ms. Parschauer currently serves on the board of directors of Evolus, Inc., a publicly traded performance

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        41

beauty company, the board of directors of Anebulo Pharmaceuticals, a publicly traded biotechnology company, and the board of directors of Tenaya Therapeutics, a publicly traded biotechnology company. Ms. Parschauer holds a B.A. in Biology from Miami University and a J.D. from Harvard Law School.

John R. Pinion II has served as our Chief Quality Officer and Executive Vice President of Translational Sciences since September 2017. From January 2016 to September 2017, he served as our Executive Vice President of Analytical Sciences and Research, and from July 2015 to September 2017, as our Chief Quality Operations Officer. From July 2015 to January 2016, he served as our Senior Vice President of Analytical Sciences and Research. Prior to Ultragenyx, Mr. Pinion served in various roles with increasing responsibilities at Genentech, a pharmaceutical company, from 2005 to June 2015, including his most recent position as the Senior Vice President and Global Head of Quality and Compliance for Roche/Genentech Pharma Technical Operations from October 2009 to July 2015. Mr. Pinion currently serves on the board of directors of Aroa Biosurgery, a soft tissue regeneration company listed on the Australian Securities Exchange. Mr. Pinion holds a B.S. of Science in Mechanical Engineering from the University of West Virginia.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        42

Certain Relationships and Related-Person Transactions

Related-Person Transactions

Since January 1, 2022, we have not become, and are not currently proposed to be, a participant in any transactions required to be disclosed in the Proxy Statement under SEC rules with any “related persons,” which are generally considered to be our directors and executive officers, nominees for director, holders of more than 5% of our outstanding common stock, and members of their immediate families.

Procedures for Related-Person Transactions

We have adopted a written related-person transactions policy that governs the review, approval, and/or ratification of transactions with a related person where the amount involved exceeds $100,000 and in which any related person has or will have a direct or indirect interest. Under the policy, a “related person” is defined as any person described in Item 404(a) of Regulation S-K and includes any director, nominee for director, or executive officer of the Company; a beneficial owner of more than five percent of any class of our voting securities; and a person who is an immediate family member of any such director, nominee for director, executive officer, or more-than-five percent beneficial owner (the term “immediate family member” included any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law and any person (other than a tenant or employee) sharing the household of any such director, nominee for director, executive officer, or more-than-five percent beneficial owner).

Pursuant to this policy, prior to entering into a transaction with a related person, our Chief Financial Officer (or Chief Legal Officer, in the case where the Chief Financial Officer has a direct or indirect interest in the transaction) will review the proposed transaction to determine if such transaction qualifies as a related-person transaction. If the Chief Financial Officer (or Chief Legal Officer, if applicable) determines that the proposed transaction is a related-person transaction, then the proposed transaction will be submitted to the Audit Committee for consideration at the next Audit Committee meeting; provided, however, that if the Chief Financial Officer (or Chief Legal Officer, if applicable), in consultation with the Chief Executive Officer, determines that it is not practicable or desirable to wait until the next meeting of the Audit Committee, then the Chief Financial Officer (or Chief Legal Officer, if applicable) shall submit the proposed transaction to the chairperson of the Audit Committee (who possesses delegated authority to act between meetings of the Audit Committee to pre- approve or ratify, as applicable, any related-person transaction in which the aggregate amount involved is expected to be less than $1 million).

In the event that our Chief Executive Officer or Chief Financial Officer (or Chief Legal Officer, if applicable) becomes aware of a related-person transaction that has not been previously approved or previously ratified under our related-person transaction policy, the transaction, if pending or ongoing, will be promptly submitted to the Audit Committee or the chairperson of the Audit Committee for consideration. If the transaction is already completed, the Audit Committee or the chairperson of the Audit Committee shall evaluate the transaction to determine if rescission of the transaction and/or any disciplinary action is appropriate.

In evaluating these transactions, the Audit Committee or the chairperson of the Audit Committee, as applicable, will consider all of the relevant facts and circumstances available, including (if applicable) but not limited to: the benefits to us; the impact on a director’s independence in the event the related person is a director, an immediate family member of a director, or an entity in which a director has a position or relationship; the availability of other sources for comparable products or services; the terms of the transaction; and the terms available to unrelated third parties or to employees generally. The Audit Committee or the Chairperson of the Audit Committee, as applicable, will only approve related-person transactions that are in, or are not inconsistent with, the best interests of the Company and its stockholders, as the Audit Committee or the Chairperson of the Audit Committee determines in good faith.

No member of the Audit Committee shall participate in any review, consideration or approval of any related-person transaction with respect to which such member or any of his or her immediate family members is the related person.

Delinquent Section 16(a) Reports

Under Section 16(a) of the Exchange Act and SEC rules, our directors, executive officers and beneficial owners of more than 10% of any class of equity security are required to file periodic reports of their ownership, and changes in that ownership, with the SEC. To our knowledge, based solely on a review of copies of the reports filed with the SEC and written representations from our directors and executive officers that no Form 5 was required, other than one Form 4 to report two transactions with respect to Amrit Ray, one Form 4 to report two transactions with respect to Corsee D. Sanders and one Form 4 to report one transaction with respect to Theodore Alan Huizenga, which were not timely filed due to administrative error, all reports required to be filed by our executive officers, directors and beneficial owners of more than 10% of our common stock were timely filed in fiscal 2022.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        43

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information relating to the beneficial ownership of our common stock as of April 10, 2023 (unless otherwise indicated), by:

The number of shares beneficially owned by each entity, person, director or executive officer is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the person has sole or shared voting power or investment power as well as any shares that the person has the right to acquire within 60 days through the exercise of any stock options, warrants or other rights. We believe, based on the information furnished to us, that except as otherwise indicated, and subject to applicable community property laws, the persons named in the table below have sole voting and investment power with respect to all shares of common stock held by that person.

The percentage of shares beneficially owned is computed on the basis of 70,672,557 shares of our common stock outstanding as of April 10, 2023. Shares of our common stock that a person has the right to acquire within 60 days are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group. Unless otherwise indicated below, the address for each beneficial owner listed is c/o Ultragenyx Pharmaceutical Inc., 60 Leveroni Court, Novato, California 94949.

Indicates beneficial ownership of less than 1% of the total outstanding common stock.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        44

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        45

Executive Compensation

Compensation Discussion and Analysis

The following compensation discussion and analysis describes the material elements of compensation earned in fiscal 2022 by each of the executive officers identified below in the Summary Compensation Table, who are referred to collectively as our “named executive officers.” Our named executive officers with respect to the fiscal year that ended on December 31, 2022 are:

These persons constitute our principal executive officer, our three other most highly paid executive officers serving during fiscal 2022 and our former Chief Financial Officer, who served as our principal financial officer during a part of fiscal 2022. Ms. Dier resigned from the Company effective November 15, 2022. Dr. Kakkis served as interim principal financial officer following Ms. Dier’s resignation.

Business Highlights

We started 2022 by announcing a new collaboration with Regeneron Pharmaceuticals (Regeneron) to develop and commercialize Evkeeza^® in countries outside of the U.S. and throughout 2022, we continued to make other strategic investments to further bolster our clinical and commercial pipeline. In addition, we continued to grow our global revenue and achieved meaningful progress on our key clinical programs.

Our key financial and operational accomplishments during the year include:

Revenue

We achieved $363.3 million in total revenue during 2022 compared to total revenue of $351.4 million in 2021. We continued to achieve continued strong growth in product sales in 2022 compared to the prior year. Revenue from Crysvita^® sales globally increased 33% from $210.8 million in the prior year to $279.4 million in 2022 and global revenue from Dojolvi^® increased 41% from $39.6 million to $55.6 million in 2022. For the first time since product approval, global sales of Crysvita exceeded $1.0 billion, a portion of which are shared with our partner Kyowa Kirin.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        46

Program Highlights and Other Achievements

Advancement of our Clinical Product Candidates. We made important progress with the clinical development of our early and late-stage product candidates, enabling us to be in a position to expect data from some of our key clinical programs in 2023. Significant clinical development achievements during 2022 include:

Strategic Investments and Other Achievements

Stockholder Outreach

Stockholder Advisory Vote on Executive Compensation

Each year, our stockholders are provided the opportunity to cast an advisory vote on the compensation of our named executive officers, or the “say-on-pay” vote, and the Compensation Committee considers the outcome of the prior year’s say-on-pay vote when making decisions relating to the compensation of our named executive officers and our executive compensation programs. We received 88% support for our say-on-pay proposal at our 2022 Annual Meeting, representing a significant increase over the 74.2% support we received at our 2021 Annual Meeting. We did not make any changes to our executive compensation programs as a result of the say-on-pay vote.

Stockholder Engagement

We regularly engage with our stockholders to solicit their feedback on a variety of topics, including executive compensation, corporate governance, ESG and other topics in order to gain a better understanding of their perspective on these issues. Stockholder feedback is important, and the information we glean from these engagements is highly valued. Our stockholder engagement team has consisted of certain independent directors and members of our legal, investor relations and human resources expertise areas. Stockholders also regularly meet with members of our senior management team to discuss our strategy and review our business, goals and performance. In 2022, we engaged with several shareholders who owned, in aggregate, a meaningful percentage of outstanding shares. The feedback we received from those conversations were conveyed to the rest of our senior management team and the board and relevant board committees, as appropriate.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        47

Compensation Highlights

As described below under “Compensation Philosophy and Objectives”, our Compensation Committee believes that executive compensation should be directly linked to short-term and long-term performance. A few of the key decisions made by the Compensation Committee aligned with such philosophy are as follows:

Compensation Philosophy and Objectives

Our philosophy in setting compensation policies for executive officers has two fundamental objectives: (1) to attract and retain a highly-skilled team of executives and (2) to align our executives’ interests with those of our stockholders by rewarding short-term and long-term performance and tying compensation to increases in stockholder value. The Compensation Committee believes that executive compensation should be directly linked to both continuous improvements in corporate performance (pay for performance) and accomplishments that are expected to increase stockholder value. In furtherance of this goal, the Compensation Committee has adhered to the following guidelines as a foundation for decisions that affect the levels of compensation:

The Compensation Committee has historically compensated executive officers with three primary compensation components: a base salary, an annual bonus opportunity, and equity-based compensation. The Compensation Committee believes that cash compensation in the form of base salary and an annual bonus opportunity provides our executive officers with short-term rewards for success in achieving annual goals and objectives, and that long-term compensation through the award of stock options, restricted stock units (RSUs) and performance stock units (PSUs) aligns the objectives of management with those of our stockholders with respect to long-term performance and success of the Company.

In setting compensation levels for our executive officers, the Compensation Committee does not formulaically benchmark against any one specific reference point. Instead, it considers a variety of factors, including peer group survey data, tenure, role, responsibilities, performance, and competitive market practices. Compensation paid to our named executive officers is delivered primarily through at-risk pay, based on both short-term and long-term incentives, including the achievement of corporate and individual goals and objectives.

In addition to our compensation elements, the following compensation program features are designed to align our executive team’s interests with stockholder interests and market best practices.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        48

What We Do			What We Don’t Do
	Our Compensation Committee is comprised solely of independent directors.			We do not offer any tax gross-up payments to our executive team for any change-of-control payments.
	Our Compensation Committee engages its own independent, external compensation consultant to assist the committee in its review of executive and director compensation practices.			As discussed above under “– Corporate Governance”, we prohibit our executive officers from hedging our securities.
	We proactively engage with our stockholders throughout the year.			We prohibit our employees, including our executive team, from pledging our securities.
	We have a clawback policy, which permits us to recover performance-based cash and equity compensation paid to our current or former executive officers in certain cases; see “—Clawback Policy”.			We do not offer our executive team any substantially enhanced benefits or perquisites when compared with our overall employee population.
	We require our executive officers and directors to hold shares of our common stock in order to align their long-term interests with those of our stockholders; see “— Minimum Stock Ownership Requirements”.			We prohibit the repricing of outstanding stock options without stockholder approval.
	We have double-trigger vesting of outstanding equity awards following covered transactions under our employment arrangements with our executive officers. See “Summary Compensation Table—Narrative Disclosure to Summary Compensation Table—Covered Transaction”.			If approved by stockholders, the 2023 Plan does not include an “evergreen” feature.
	We have established a long-term incentive program applicable to all current employees, including our executive officers, to further tie compensation to performance and focus employee efforts on corporate goals and objectives; see “—Equity Compensation—Annual Equity Grants in Fiscal 2022” and “– Fiscal 2023 Compensation – Equity Grants.”
	We hold an annual say-on-pay vote for stockholders.

Roles in Determining Compensation

Compensation Committee

The Board has delegated to the Compensation Committee the responsibility to ensure that total compensation paid to our executive officers, including our named executive officers, is consistent with our compensation policy and objectives. The Compensation Committee oversees and approves all compensation arrangements and actions for our executive officers, including our named executive officers. While the Compensation Committee draws on a number of resources, including input from the Board, the Chief Executive Officer, and its independent compensation consultants, to make decisions regarding our executive compensation program, ultimate decision-making authority rests with the Compensation Committee. The Compensation Committee retains discretion over base salaries, annual bonuses, and equity compensation for executive officers. The Compensation Committee relies upon the judgment of its members in making compensation decisions, after reviewing our corporate performance and carefully evaluating an executive’s performance during the year against established goals, operational performance, and business responsibilities. In addition, the Compensation Committee utilizes discretion in the assessment process to respond to and adjust to a dynamic business environment.

Compensation Consultant

The Compensation Committee retains the services of an independent, external compensation consultant, Aon’s Human Capital Solutions Practice, a division of Aon plc (Aon). The mandate of the consultant is to assist the Compensation Committee in its review of executive and director compensation practices, including the competitiveness of pay levels, executive compensation design, benchmarking with our peers in the industry, and other technical considerations, including tax- and accounting-related matters. The Compensation Committee annually evaluates Aon’s performance and determines whether to engage Aon or another compensation consultant and has the final authority to engage and terminate Aon’s services. In 2022, the cost of Aon’s consulting services related to executive compensation, director compensation and equity plan design and considerations provided to the Compensation Committee was approximately $195,000. In addition, in 2022, management also engaged Aon to provide survey data relating to non-executive employee compensation and services and other performance analytics and affiliates of Aon. The aggregate cost of such other consulting services provided in 2022 by Aon and other affiliates of Aon (not related to Aon’s executive compensation, director compensation and equity consulting services provided to the Compensation Committee) was approximately $24,000.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        49

Our Compensation Committee has assessed the independence of Aon consistent with Nasdaq listing standards and has concluded that the engagement of Aon does not raise any conflict of interest.

Chief Executive Officer

The Chief Executive Officer attends Compensation Committee meetings and works with the Compensation Committee Chairman and Aon to develop compensation recommendations for the executive officers (excluding the Chief Executive Officer), based upon individual experience and breadth of knowledge, internal considerations, individual performance during the fiscal year, competitive market considerations, and other factors deemed relevant by the Compensation Committee. The recommendations are then submitted to the Compensation Committee for review and consideration. The Compensation Committee works directly with Aon and the other non-employee directors of the Board to evaluate the performance of the Chief Executive Officer and determine compensation actions for the Chief Executive Officer.

Defining and Comparing Compensation to Peer Group Benchmarks

While we do not establish compensation levels based solely on benchmarking, pay practices at other companies are an important factor that the Compensation Committee considers in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace. Market data is one element considered by the Compensation Committee when making executive compensation decisions, but the Compensation Committee does not set compensation levels based solely on market data. Rather, the Compensation Committee reviews the 25^th, 50^th and 75^th percentiles of relevant market data as one frame of reference in making its executive compensation decisions. Final executive compensation decisions reflect a variety of factors, including each executive’s experience, performance rating, the relative importance of the executive’s role within the organization, as well as where each executive’s pay level falls relative to the market data.

In order to evaluate the level of compensation for our named executive officers for 2022, our Compensation Committee, using information provided by Aon, established a peer group of publicly traded, national, and regional companies in the biopharmaceutical and biotechnology industries based on a balance of the following criteria:

Our 2022 peer group is comprised of the following 20 companies in the pharmaceutical and biotechnology industries, reflecting the addition of Biohaven Pharmaceutical Holding Company Ltd., BioMarin Pharmaceutical Inc., Insmed Incorporated, Jazz Pharmaceuticals plc and United Therapeutics Corporation and the removal of bluebird bio, Inc., GW Pharmaceuticals plc, Intercept Pharmaceuticals Inc. and Theravance Biopharma, Inc. from our 2021 peer group.

We believe that the compensation practices of our 2022 peer group provided us with appropriate benchmarks for evaluating the compensation of our named executive officers for 2022 because of the developmental, market and organizational characteristics we shared with our peer group. At the time that we selected our 2022 peer group we were at approximately the 67^th percentile of the peer group in terms of market capitalization, the 85^th percentile in terms of employees headcount and the 42^nd percentile in terms of revenue.

Annual Performance Reviews

Our Compensation Committee conducts an annual performance review of our named executive officers and approves their compensation. By the end of the first quarter of each year, base salaries and equity awards for the fiscal year are approved and, for purposes of determining potential payments under our corporate bonus plan (the bonus plan), target bonuses, annual corporate goals and individual performance objectives are established and set forth in writing. After the end of each year, our Compensation Committee determines the amounts that will be paid to our executive officers under our bonus plan after carefully (1) reviewing overall corporate performance; (2) evaluating each named executive officer’s annual performance against established corporate goals; and (3) in the case of executive officers other than our Chief Executive Officer, reviewing the achievement of individual performance objectives.

At its first regularly scheduled meeting each year, our Compensation Committee, with input from the Board, evaluates our Chief Executive Officer’s individual performance, determines whether to adjust his base salary, and determines the amount of equity awards and his bonus, if any, under our bonus plan.

Our Compensation Committee may also review and adjust the compensation of our executive officers throughout the course of the year.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        50

Base Salary

Overview

The Compensation Committee believes it is important to provide adequate fixed compensation to our executive officers working in a highly volatile and competitive industry. The Compensation Committee’s choice of actual pay levels versus our competitive market reflects consideration of our stockholders’ interests in paying what is necessary to achieve our corporate goals, while setting competitive levels which are essential to retain these key executives. In determining appropriate base salary levels for a given executive officer, the Compensation Committee considers the following factors:

The effective date of annual merit increases to base salary is March 1.

2022 Base Salaries

The Compensation Committee engaged Aon to conduct a competitive review and analysis of our current executive compensation program relative to our 2022 peer group. Aon prepared an Executive Compensation Assessment report in December 2021 that provided a competitive assessment of our executive compensation program as compared to the 2022 peer group data for base salaries, target total cash compensation, and equity compensation.

For 2022, increases in base salaries for our named executive officers, were 3.2% annualized for Dr. Kakkis, 4.5% annualized for Dr. Bedrosian, 3.5% annualized for Ms. Dier, 3.5% annualized for Mr. Harris and 3.5% annualized for Mr. Pinion. The overall 2022 merit budget was based on an Aon trend report regarding projected market merit spends for 2022. Individual increases in base salaries were also based on achievement of 2021 individual goals.

The following table shows the increases in base salaries for our named executive officers between fiscal 2021 and fiscal 2022:

Annual Bonus

Overview

Our annual incentive program provides an opportunity for cash bonus awards based upon the attainment of annual performance goals. For all executive officers, except the Chief Executive Officer, the goals relate to both corporate and individual performance. Corporate performance goals include business, financial, and operational measures or objectives. Individual performance goals focus on individual contributions that drive achievement of the corporate goals and provide leadership for the executive officers’ respective functions. The Chief Executive Officer’s bonus is based solely on corporate performance.

The individual goals are adopted at the beginning of each performance year by the Chief Executive Officer and communicated to each executive officer. The Compensation Committee considers the individual performance of each executive officer (other than our Chief Executive Officer) and our overall corporate performance for the preceding fiscal year in deciding whether to award a bonus and, if one is to be awarded, the amount of the bonus.

All executive officers are assigned annual bonus targets, expressed as a percent of base salary, based on each executive officer’s accountability, scope of responsibilities, and potential impact on performance, as well as peer group competitive data for similarly situated positions. The annual bonus is weighted 75% for corporate performance and 25% for individual performance, except that the annual bonus for the Chief Executive Officer is weighted 100% for corporate performance. With respect to the corporate component of the bonus, the maximum payout is 150% of target. With respect to the individual component of the bonus, the maximum payout is 120% of target. Actual payouts are based upon achievement with respect to established goals (for corporate performance) and individual performance rating (for individual performance).

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        51

Generally, after the end of each fiscal year, the Compensation Committee assesses corporate performance, and determines an overall percentage of goal achievement, for such year. This corporate performance score determines the size of the bonus pool applicable to the corporate component of the bonus plan. A score at or below 50% results in the corporate component of the bonus pool not being funded.

If an executive officer receives a performance rating that he or she only partially meets expectations, then the individual component of the bonus is paid out at 50%; if an executive officer receives an unsatisfactory performance rating, then the individual component of the bonus is not paid out to that officer. Subject to the rights contained in any agreement between the Company and the executive officer, an executive officer must be employed by the Company on the bonus payment date to be eligible to receive a bonus payment.

Fiscal 2022 Bonuses

Annual corporate goals for fiscal 2022 were proposed by our executive officers and approved by our Compensation Committee in early 2022. Individual objectives for our executive officers for 2022 were proposed by each executive officer, with review, input and confirmation from our Chief Executive Officer.

The target bonuses, as a percentage of base salary, for the named executive officers for fiscal 2022 are set forth in the following table. The target bonus for Dr. Kakkis increased from 70% of base salary in 2021 to 75% of base salary in 2022 and for the other named executive officers, from 45% of salary in 2021 to 50% of based salary in 2022.

In February 2023, the Compensation Committee assessed our overall 2022 performance against the achievement of the corporate goals to determine a total percentage of achievement between 0% and 150%. The Compensation Committee considered the following performance goals, as well as the relative weighting of these goals, in assessing overall performance for the 2022 fiscal year:

In establishing these goals, the Compensation Committee selected performance goals that it considered aggressive, meaning that they are goals that were considered achievable, but only with a high degree of diligence and success in execution.

In assessing performance against these goals, the Compensation Committee reviewed each goal and determined whether or not it was achieved. The Compensation Committee then referred to the relative importance of the goals, based on the previously established weightings of each goal. The Compensation Committee also considered additional key corporate achievements that were not represented in the 2022 corporate goals, including successful completion of strategic and financing transactions. In light of the Company’s achievements during the year, the Compensation Committee determined an overall percentage of achievement for all goals combined, which resulted in 93% achievement for fiscal year 2022.

In February 2022, in addition to assessing the foregoing corporate goals, the Compensation Committee (after consultation with our Chief Executive Officer) assessed the individual accomplishments of our named executive officers for purposes of determining the individual component of their annual bonus, other than our Chief Executive Officer whose annual bonus is based solely on the corporate goals described above. Key individual achievements for these named executive officers, other than Ms. Dier who resigned from her role in November 2022, are summarized below.

ULTRAGENYX PHARMACEUTICAL INC. • 2023 Proxy Statement        52

Dr. Kakkis evaluated the performance of Dr. Bedrosian, Mr. Harris and Mr. Pinion after considering the above achievements and provided a proposed bonus amount for each such officer to the Compensation Committee in light of such officer’s achievements during 2022.

Achievement of Goals and Relationship to Compensation Awarded

The overall 93% achievement score for the 2022 corporate goals, combined with Dr. Kakkis’ assessment of the individual performance and achievement of Dr. Bedrosian, Mr. Harris and Mr. Pinion during fiscal 2022 resulted in the Compensation Committee approving bonus awards for performance in 2022 as set forth in the following table. Ms. Dier was not eligible for a 2022 bonus following her resignation.