DEF 14A of Ocugen, Inc., May 28, 2024

DEF 14A of Ocugen, Inc.

Filed May 28, 2024 · FY20230001104659-24-065576

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. MEET THE BOARD

    MEET THE BOARD The size of our Board is set at seven members and is divided into three classes, each of which has a three-year term. Currently, Class I consists of three directors, while Class II and Class III consist of two directors each. You are being asked to vote on the election of our Class I directors, Shankar Musunuri Ph. D., MBA and Junge Zhang, Ph. D., each to serve a three-year term expiring at the 2027 Annual Meeting of Stockholders and until their successors, if any, are elected or appointed, or upon their earlier death, resignation, retirement, disqualification, or removal. Ramesh Kumar, Ph. D., a current Class I director, will not be seeking reelection and his term will end effective as of the date of the Annual Meeting. After careful consideration, we have elected to reduce the size of our Board from seven to six directors, effective as of the date of the Annual Meeting. Our directors are elected by a plurality of the votes cast by our stockholders at the Annual Meeting. If no contrary indication is made, shares represented by executed proxies will be voted FOR the election of Shankar Musunuri Ph. D., MBA and Junge Zhang, Ph. D. Each nominee has agreed to serve as a director if elected, and we have no reason to believe that any nominee will be unable to serve.

  3. BOARD EXPERIENCE AND SKILLS MATRIX

    BOARD EXPERIENCE AND SKILLS MATRIX The table below summarizes key qualifications, skills, or attributes most relevant to the decision to nominate the director to serve on the Board of Directors. A mark indicates a specific area of focus or expertise on which the Board relies most. The lack of a mark does not mean the director does not possess that qualification or skill. Each director’s biography below describes these qualifications and relevant experience in greater detail. We believe the table below demonstrates the breadth and diversity of the collective experience, expertise, and skills of our Board.

  4. BOARD EXPERIENCE AND SKILLS MATRIX

    | Experience, Expertise, or Attribute | Kirsten Castillo, MBA | Prabhavathi Fernandes, Ph. D., FIDSA | Uday Kompella, Ph. D. | Shankar Musunuri, Ph. D., MBA | Junge Zhang, Ph. D. | Marna C. Whittington, Ph. D. | | Industry Experience | | | | | | | | Executive/Leadership Experience | | | | | | | | Science/Biotech Background | | | | | | | | Research/Academic Experience | | | | | | | | Business Strategy/ Operations Experience | | | | | | | | Financial Expertise | | | | | | | | Public Board/CEO Experience | | | | | | | | Diverse by Gender | | | | | | | | Diverse by Race/Ethnicity | | | | | | |

  5. NOMINEES FOR CLASS I DIRECTORS FOR ELECTION AT THE 2024 ANNUAL MEETING FOR TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING

    NOMINEES FOR CLASS I DIRECTORS FOR ELECTION AT THE 2024 ANNUAL MEETING FOR TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING

  6. NOMINEES FOR CLASS I DIRECTORS FOR ELECTION AT THE 2024 ANNUAL MEETING FOR TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING

    | SHANKAR MUSUNURI, PH. D., MBA | | | Director since: 2019 Age: 60 Committee Memberships • None Other Public Directorships • None | Career Highlights • Chairman of the Board and CEO since Ocugen went public in September 2019. • Co-Founder and Chairman of Ocugen since its founding in September 2013 and has additionally served as CEO since May 2015. • Founder, President, CEO, and a board member of Nuron Biotech, Inc. from April 2010 to May 2013. • More than 30 years of industry experience encompassing research and development, operations, and business management including commercial in biotechnology companies as well as large pharmaceutical companies. • Nearly fifteen years at Pfizer Inc. (“Pfizer”) where he held various positions of increasing leadership and responsibility. Memberships • Board of Advisors at Duke University’s Duke Innovation and Entrepreneurship. • Board member of Musunuri Family Foundation, a non-profit that provides college scholarships to high school students. Dr. Musunuri obtained his Bachelor of Pharmacy from the Birla Institute of Technology and Science, Pilani, a Master of Business Administration from Duke University’s Fuqua School of Business, and a Ph.D. in Pharmaceutical Sciences from the University of Connecticut. Dr. Musunuri’s perspective and history as our Co-Founder and CEO, as well as his executive, operational, and commercial expertise led the Board’s decision to nominate Dr. Musunuri for reelection to the Board. |

  7. NOMINEES FOR CLASS I DIRECTORS FOR ELECTION AT THE 2024 ANNUAL MEETING FOR TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING

    | JUNGE ZHANG, PH. D. | | | Director since: 2019 Age: 57 Independent Committee Memberships • Nominating and Corporate Governance Committee Other Public Directorships • None | Career Highlights • Co-Founder and Chairman of Biopeptek Pharmaceuticals LLC (“Biopeptek”), a custom peptide manufacturing company, since its founding in October 2011. • Co-Founder and CEO of Mainline Biosciences Inc., a drug discovery and development company, and a Co-Founder and Chairman of Mainline Scientific LLC, a scientific instrument company, since 2015 and 2017, respectively. • Prior to co-founding Biopeptek, Dr. Zhang was with the Janssen Pharmaceutical division of Johnson & Johnson from October 2002 to April 2011. Before joining Johnson & Johnson, Dr. Zhang was a Senior Chemist at Eisai Co., Ltd. USA from December 1997 to October 2002. Dr. Zhang earned a Ph.D. in Analytical Chemistry from Drexel University, a Master of Science in Chemistry from the University of Louisiana, and a Bachelor of Science in Material Science from Wuhan University of Technology in China. Dr. Zhang’s extensive senior management experience in the pharmaceutical industry led the Board’s decision to nominate Dr. Zhang for reelection to the Board. |

  8. CLASS II DIRECTORS—TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    CLASS II DIRECTORS—TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

  9. CLASS II DIRECTORS—TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | UDAY B. KOMPELLA, PH. D. | | | Director since: 2019 Age: 57 Independent Committee Memberships • Nominating and Corporate Governance Committee • Science and Technology Committee (Chair) Other Public Directorships • None | Career Highlights • Ocugen Co-founder since September 2013. • Professor of Pharmaceutical Sciences, Ophthalmology, and Bioengineering at University of Colorado-Anschutz Medical Campus since March 2008. Memberships • Fellow of the American Association of Pharmaceutical Scientists (“AAPS”) and the Association for Research in Vision and Ophthalmology, Inc. (“ARVO”). • Editor-in-Chief for the journal Expert Opinion on Drug Delivery. • Editor for the journals Pharmaceutical Research and the Journal of Ocular Pharmacology and Therapeutics. Dr. Kompella obtained his undergraduate degree from the Birla Institute of Technology and Science, a master’s degree in Pharmaceutical Engineering from Jadavpur University and a Ph.D. in Pharmaceutical Sciences from the University of Southern California. Our Board believes Dr. Kompella’s deep experience with our business as a Co-Founder of Ocugen and his academic experience in pharmaceutical sciences and ophthalmology provide him with the qualifications and skills to serve on our Board. |

  10. CLASS II DIRECTORS—TERMS EXPIRING AT THE 2025 ANNUAL MEETING OF STOCKHOLDERS

    | MARNA C. WHITTINGTON, PH. D. | | | Director since: 2022 Age: 76 Independent Committee Memberships • Audit Committee (Chair) • Compensation Committee Other Public Directorships • Phillips 66 since May 2012 • Oaktree Capital Group, LLC since July 2012 | Career Highlights • CEO of Allianz Global Investors Capital from 2001 until her retirement in January 2012. • COO of Allianz Global Investors, the parent company of Allianz Global Investors Capital from 2002 to 2011. • Managing Director and COO of Morgan Stanley Investment Management from 1996 to 2001. • Previously served as Executive Vice President and Chief Financial Officer of the University of Pennsylvania. • Previously served as the Secretary of Finance for the State of Delaware. Memberships • A director of Phillips 66 and Oaktree Capital Group, LLC. • Served on the board of Macy’s Inc. from 1993 until May 2022. Dr. Whittington holds a Master and Ph.D. in Quantitative Methods from the University of Pittsburgh and a Bachelor of Arts in Mathematics from the University of Delaware. Our Board believes Dr. Whittington’s extensive leadership and public company experience provide her with the qualifications and skills to serve on our Board. |

  11. CLASS III DIRECTORS—TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    CLASS III DIRECTORS—TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

  12. CLASS III DIRECTORS—TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | KIRSTEN CASTILLO, MBA | | | Director since: 2020 Age: 51 Independent Committee Memberships • Audit Committee • Compensation Committee • Nominating and Corporate Governance Committee (Chair) • Science and Technology Committee Other Public Directorships • ACV Auctions Inc. since October 2020 | Career Highlights • More than 20 years of supply chain and logistics experience, having held multiple supply chain leadership roles at a spin-off company of 3M Company. • Served as Chief Executive Officer and Chief Operating Officer at Logistics Planning Services from 2010 to 2017, a privately held transportation and logistics services company. • Stayed on as Chief Operating Officer at GlobalTranz, a full-service, technology-driven third-party logistics provider from 2017 to 2018, following its acquisition of Logistics Planning Services, where she was responsible for all company operations including regional branches in North America and Mexico, delivering $1.6 billion in revenue. Memberships • Served as the Vice President of Engagement for Advancing Women’s Excellence in Supply Chain, Operations, Management, and Education from September 2019 to December 2021. • Served on the board of The Marvin Companies and ACV Auctions Inc. since April 2019 and October 2020, respectively. • Member of the boards for various non-profit organizations, including Board of Advisors at Duke University’s Duke Innovation and Entrepreneurship and is the President of the United Way of Washington County. Ms. Castillo received her Bachelor of Science from the University of Minnesota and her Global Executive Master of Business Administration from the Fuqua School of Business at Duke University. Our Board believes Ms. Castillo’s expertise in business operations and logistics and her leadership experience provide her with the qualifications and skills to serve on our Board. |

  13. CLASS III DIRECTORS—TERMS EXPIRING AT THE 2026 ANNUAL MEETING OF STOCKHOLDERS

    | PRABHAVATHI FERNANDES, PH. D., FIDSA | | | Director since: 2020 Age: 75 Lead Independent Director Independent Committee Memberships • Audit Committee • Compensation Committee (Chair) • Science and Technology Committee Other Public Directorships • OpGen, Inc. since June 2016 | Career Highlights • More than 35 years of pharmaceutical discovery, development, and management experience in large and small pharmaceutical companies. • Previously held executive leadership positions at Bristol-Myers Squibb Pharmaceutical Research Institute, Abbott Laboratories, and The Squibb Institute for Medical Research. • Founded and led four biotechnology and contract research organization companies as President, CEO, and Director of each of these companies. • Prior to her retirement in December 2016, led Cempra, Inc. for 11 years as its Founder, CEO, and Chief Scientist. Memberships • Chairperson of both the National Biodefense Science Board and the Scientific Advisory Committee of the Global Antibiotic Research and Development Partnership, a joint initiative of Drugs for Neglected Diseases and the World Health Organization. • Board of Directors for OpGen, Inc., a publicly traded precision medicine company. Dr. Fernandes received her Bachelor of Science in Biology and Chemistry from Bangalore University, her Master of Science in Microbiology and Biochemistry from Madras University, and her Ph.D. in Microbiology and Biochemistry from Thomas Jefferson University. Our Board believes Dr. Fernandes’ extensive experience in the pharmaceutical and biotechnology space provide her with the qualifications and skills to serve on our Board. |

  14. DIRECTOR COMPENSATION PROGRAM

    DIRECTOR COMPENSATION PROGRAM We have designed and implemented our compensation program for our non-employee directors to attract, motivate, and retain individuals who are committed to our values and goals and who have the expertise and experience that we need to achieve those goals. Our Compensation Committee periodically reviews our compensation program for non-employee directors, including how our non-employee director compensation compares to our peer group and market trends. Under our compensation program for our non-employee directors as in effect for 2023, each non-employee member of our Board was entitled to the following compensation: • Initial Equity Grant. Initial grant of stock options to purchase shares of common stock with a grant date fair value of $285,000, vesting monthly over three years, subject to continued service on the Board. • Annual Equity Grant. An annual grant of stock options with a grant date fair value of $285,000, granted on the date of our Annual Meeting, and will vest at the earlier of the one-year anniversary of the grant date or the next Annual Meeting of Stockholders, subject to continued service on the Board. • Cash Retainers. Cash retainers (to be paid in four quarterly installments) as described below:

  15. DIRECTOR COMPENSATION PROGRAM

    | 2022 and 2023 Compensation Category | Amount | | Annual Base Cash Retainer | $40,000 | | Annual Additional Lead Independent Director Cash Retainer | $20,000 | | Additional Committee Chair Compensation: | | | Audit Committee | $20,000 | | Compensation Committee | $15,000 | | Nominating and Corporate Governance Committee | $10,000 | | Science and Technology Committee | $15,000 | | Additional Committee Membership Compensation: | | | Audit Committee | $10,000 | | Compensation Committee | $7,500 | | Nominating and Corporate Governance Committee | $5,000 | | Science and Technology Committee | $7,500 |

  16. DIRECTOR COMPENSATION PROGRAM

    In September 2023, our Board amended the non-employee director compensation policy to provide an additional cash retainer of $20,000 for the Lead Independent Director. In December 2023, based on the recommendation of our Compensation Committee, our Board amended the non-employee director compensation program for fiscal year 2024 to decrease the grant date fair value of annual and joining equity grants from $285,000 to $170,000.

  17. 2023 DIRECTOR COMPENSATION

    2023 DIRECTOR COMPENSATION The following table presents the total compensation for each of our non-employee directors who served as a member of our board of directors during the fiscal year ended December 31, 2023. Dr. Musunuri did not receive any additional compensation for his service as a Chairman of our Board. Dr. Musunuri’s compensation as an employee is described under “Executive Compensation” below.

  18. 2023 DIRECTOR COMPENSATION

    | Name | Fee Earned or Paid in Cash | Stock Option Awards (1) | All Other Compensation | Total | | Uday B. Kompella, Ph. D. | $60,000 | $42,125 | — | $102,125 | | Ramesh Kumar, Ph. D. (2) | $52,609 | $42,125 | $49,279 | $144,013 | | Marna C. Whittington, Ph. D. | $61,196 | $42,125 | — | $103,321 | | Junge Zhang, Ph. D. | $45,000 | $42,125 | — | $87,125 | | Kirsten Castillo, MBA | $68,696 | $42,125 | — | $110,821 | | Prabhavathi Fernandes, Ph. D., FIDSA | $82,500 | $42,125 | — | $124,625 |

  19. 2023 DIRECTOR COMPENSATION

    (1)Amounts represent the grant date fair value of stock option awards granted during 2023, computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718, Compensation—Stock Compensation (ASC 718). For a discussion of the assumptions we employ in determining the fair value of stock option awards, please see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Annual Report. The aggregate number of stock options outstanding on December 31, 2023 was 408,631 for Dr. Kompella, 399,131 for Dr. Kumar, 358,679 for Dr. Whittington, 360,631 for Dr. Zhang, 406,631 for Ms. Castillo, and 415,131 for Dr. Fernandes. (2)On March 20, 2024, Dr. Kumar notified us that he will not stand for re-election upon expiration of his current term. Amounts reported as “All Other Compensation” above represent compensation for services as our Interim Chief Accounting Officer from August 17, 2023 to September 15, 2023. Director Stock Ownership Guidelines. To further align the interests of our directors and executive officers and our stockholders, the Board adopted stock ownership guidelines in March 2022. In the case of our non-employee directors, the guidelines require that each director owns shares of our common stock that have an aggregate fair market value equal to or greater than five times the annual base cash retainer. Individuals have five years after first becoming subject to the guidelines to attain the requisite level of stock ownership.

  20. Employment Agreements

    Employment Agreements For information on employment arrangements and compensation for service as our officers or on our Board, see “Director Compensation” and “Executive Compensation” sections of this Proxy Statement.

  21. ITEM 1: ELECTION OF CLASS I DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2027

    ITEM 1: ELECTION OF CLASS I DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2027 At the Annual Meeting, our stockholders will vote on the election of two Class I director nominees named in this Proxy Statement as directors, each to serve until our 2027 Annual Meeting of Stockholders and until their respective successors are elected and qualified. Our Board has unanimously nominated Shankar Musunuri, Ph. D., MBA and Junge Zhang, Ph. D. for election to our Board at the Annual Meeting. Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If any nominee is unable to serve, the Nominating and Corporate Governance Committee will recommend to our Board a replacement nominee. The Board may then designate the replacement nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for their replacement.

  22. ITEM 1: ELECTION OF CLASS I DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2027

    | OUR BOARD UNANIMOUSLY RECOMMENDS STOCKHOLDERS VOTE FOR THE ELECTION OF SHANKAR MUSUNURI PH. D., MBA AND JUNGE ZHANG, PH. D. | |

  23. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows for the years ended December 31, 2023, and 2022 the compensation awarded to, paid to, or earned by our 2023 NEOs, who include our Chief Executive Officer, our two other most highly compensated executive officers who were serving as of December 31, 2023, and up to two additional individuals for whom disclosure would have been provided but for the fact that such individual was no longer serving as an executive officer as of December 31, 2023. Our NEOs include: • Shankar Musunuri, Ph. D., MBA, Chief Executive Officer; • Arun Upadhyay, Ph. D., Chief Scientific Officer; • Michael Breininger, CPA, MBA, LSSBB, Corporate Controller, Interim Chief Accounting Officer; • Quan Vu, Former Chief Financial Officer and Chief Business Officer; and • Jessica Crespo, CPA, Former Chief Accounting Officer and principal accounting officer.

  24. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year (1) | Salary ($) | Bonus (2) | Stock Awards (3) | Option Awards (4) | All Other Compensation (5) | Total Compensation ($) | | Shankar Musunuri, Ph. D., MBA Chief Executive Officer | 2023 | 757,900 | 102,544 | 1,844,263 | 1,826,722 | 3,802 | 4,535,231 | | | 2022 | 715,000 | 474,260 | 1,635,669 | 4,825,681 | 12,200 | 7,662,810 | | Arun Upadhyay, Ph. D. Chief Scientific Officer | 2023 | 466,200 | 126,398 | 394,905 | 391,115 | 5,458 | 1,384,076 | | Michael Breininger, CPA, MBA, LSSBB (6) Corporate Controller, Interim Chief Accounting Officer (6) | 2023 | | — | — | — | 226,935 | 226,935 | | Quan Vu (7) Former Chief Financial Officer and Chief Business Officer | 2023 | 250,575 | 45,000 | 170,491 | 168,848 | 155,199 | 790,113 | | Jessica Crespo, CPA (8) Former Chief Accounting Officer and principal accounting officer | 2023 | 88,705 | | | 305,913 | 317,682 | 712,300 | | | 2022 | 358,854 | 146,025 | 167,937 | 500,126 | 12,200 | 1,185,142 |

  25. SUMMARY COMPENSATION TABLE

    (1)Dr. Upadhyay, Mr. Breininger, and Mr. Vu were not NEOs for 2022, and accordingly compensation information is only disclosed for 2023. (2)Amounts reflected in this column represent cash bonuses based on annual performance earned in the applicable year and paid in the following year, except that amounts reported for Mr. Vu reflect a $45,000 relocation bonus paid pursuant to his employment agreement. (3)Amounts reflected in this column represent the aggregate grant date fair value of Restricted Stock Units (“RSU”) granted during the applicable fiscal year, determined by the market price of our common stock on the grant date in accordance with ASC 718. For a discussion of the assumptions which we employ in determining the grant date fair value of RSUs, please see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Annual Report. (4)Except as otherwise noted below, amounts reflected in this column represent the aggregate grant date fair value of stock option awards granted during the applicable fiscal year, computed in accordance with ASC 718. For a discussion of the assumptions which we employ in determining the grant date fair value of stock option awards, please see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2023 Annual Report. (5)Except as otherwise indicated, amounts reflected in this column are matching contributions made under our 401(k)-retirement plan and amounts related to group term life insurance premiums for the respective fiscal year. With respect to Mr. Vu, amounts in this column also include (i) $141,667 in severance payments made in 2023 pursuant to a release agreement; and (ii) payment of COBRA premiums in the amount of $11,226. (6)Michael Breininger joined us as our Corporate Controller in August 2023, and, effective September 15, 2023, serves as our Chief Accounting Officer pursuant to a consulting agreement with CFGI (as discussed below within Consulting Agreements). The amounts reported in the “All Other Compensation” column for Mr. Breininger represent the annualized compensation of $630,000 paid to CFGI for Mr. Breininger’s services, pro-rated based on the duration of 2023 in which he served in this role. (7)Quan Vu joined us as our Chief Business Officer on February 1, 2023. Effective August 14, 2023, Mr. Vu stepped down as the Chief Financial Officer/Chief Business Officer, and as principal financial officer and principal accounting officer, of Ocugen, Inc. Mr. Vu’s annual base salary of $425,000 was pro-rated based on the duration of his employment, and the separation from employment was treated as a severance qualifying event under Mr. Vu’s employment agreement. (8)Jessica Crespo resigned from the Company on March 10, 2023. The amounts reported in the “base salary” column for Ms. Crespo represent her base salary received in 2023 prior to the termination of her employment. The amounts reported in the “All Other Compensation” column for Ms. Crespo represent $308,750 in severance payments made in 2023 pursuant to a separation agreement and general release, and $8,932 of matching contributions made under our 401(k)-retirement plan.

  26. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table summarizes the number of shares of our common stock underlying outstanding equity awards for each of our NEOs as of December 31, 2023.

  27. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | | Option Awards | | | | Stock Awards | | | Name and Principal Position (1) | Vesting Commencement Date (2) | Number of Securities Underlying Unexercised Options (#) Exercisable (a) | Number of Securities Underlying Unexercised Options (#) Unexercisable (b) | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | | Shankar Musunuri, Ph. D., MBA Chairman of the Board and CEO | 8/26/15 | 86,292 | — | $1.88 | 8/26/25 | — | — | | | 1/2/20 | 326,543 | — | $0.51 | 1/2/30 | — | — | | | 5/7/20 | 529,764 | — | $0.33 | 5/7/30 | — | — | | | 1/1/21 | 1,171,333 | 585,667 | $1.83 | 1/1/31 | — | — | | | 4/19/21 | 394,000 | — | $5.64 | 4/19/31 | — | — | | | 1/3/22 | 417,766 | 835,533 | $4.72 | 1/3/32 | — | — | | | 1/3/22 | — | — | — | 1/3/32 | 231,027 | $132,841 | | | 1/3/23 | — | 1,771,654 | $1.25 | 1/3/33 | — | — | | | 1/3/23 | — | — | — | 1/3/33 | 1,475,410 | $848,361 | | Arun Upadhyay, Ph. D. Chief Scientific Officer | 2/6/17 | 1,918 | — | $6.30 | 2/6/27 | — | — | | | 12/15/17 | 1,103 | — | $7.56 | 12/15/27 | — | — | | | 8/31/18 | 2,397 | — | $12.18 | 8/31/28 | — | — | | | 12/19/18 | 4,315 | — | $13.52 | 12/19/28 | — | — | | | 4/8/19 | 479 | — | $12.41 | 4/8/29 | — | — | | | 12/20/19 | 10,000 | — | $0.41 | 12/20/29 | — | — | | | 5/5/20 | 10,000 | — | $0.34 | 5/5/30 | — | — | | | 1/1/21 | 164,000 | 82,000 | $1.83 | 1/1/31 | — | — | | | 4/19/21 | 31,120 | — | $5.64 | 4/19/31 | — | — | | | 1/3/22 | 78,331 | 156,662 | $4.72 | 1/3/32 | — | — | | | 1/3/22 | — | — | — | 1/3/32 | 43,317 | $24,907 | | | 6/16/22 | 10,000 | 20,000 | $1.95 | 6/16/32 | — | — | | | 6/16/22 | — | — | — | 6/16/32 | 6,667 | $3,834 | | | 9/16/22 | 11,273 | 22,545 | $2.17 | 9/16/32 | — | — | | | 9/16/22 | — | — | — | 9/16/32 | 6,122 | 3,520 | | | 1/3/23 | — | 379,357 | $1.25 | 1/3/33 | — | — | | | 1/3/23 | — | — | — | 1/3/33 | 315,924 | $181,656 |

  28. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    (1)Mr. Vu, our former CFO/CBO, Ms. Crespo, our former CAO, and Mr. Breininger, are not included in the table because such NEOs did not have any outstanding equity awards as of December 31, 2023. (2)Each stock option award and stock award were granted pursuant to the Ocugen, Inc. 2014 Stock Option Plan (the “2014 Plan”) or the Ocugen, Inc. 2019 Equity Incentive Plan (the “2019 Plan”). The shares subject to each outstanding unvested stock option and stock award vest in three equal installments, subject to continued service, on the first three anniversaries of the applicable vesting commencement date. (3)Amounts reported in this column represent the aggregate market value of the outstanding RSUs based on the closing market price of our common stock as of December 29, 2023, the last trading day of the fiscal year, of $0.575 per share.

  29. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our PEO and the other NEOs (as calculated in accordance with Item 402(v) of Regulation S-K) and certain financial performance measures. For additional information on our compensation programs and philosophy and how we design our compensation programs to align pay with performance, see the section titled “Executive Compensation” on page 31.

  30. PAY VERSUS PERFORMANCE

    | Year | Summary compensation table total for PEO | Compensation actually paid to PEO (4) | Average summary compensation table total for non-PEO NEOs | Average compensation actually paid to non-PEO NEOs (4) | Value of initial fixed $100 investment based on Total stockholder return (5) | Net Loss (in thousands) | | 2023 (1) | $4,535,231 | $1,165,844 | $778,356 | $333,623 | $31 | $(63) | | 2022 (2) | $7,662,810 | $(6,267,713) | $2,688,329 | $(1,624,292) | $71 | $(87) | | 2021 (3) | 8,141,351 | $18,437,369 | $1,955,123 | $4,266,912 | $249 | $(61) |

  31. PAY VERSUS PERFORMANCE

    (1)2023 PEO is Dr. Musunuri; non-PEO NEOs are Dr. Upadhyay, Mr. Breininger, Mr. Vu, and Ms. Crespo (2)2022 PEO is Dr. Musunuri; non-PEO NEOs are Mr. Subramanian and Ms. Crespo (3)2021 PEO is Dr. Musunuri; non-PEO NEOs are Mr. Subramanian and Dr. Tammara (4)For fiscal year 2023, the “compensation actually paid to the PEO” and the “average compensation actually paid to the non-PEO NEOs” reflect each of the following adjustments made to the total compensation amounts reported in the Summary Compensation Table for fiscal years 2023, 2022 and 2021, computed in accordance with Item 402(v) of Regulation S-K.

  32. PAY VERSUS PERFORMANCE

    | | 2023 | | 2022 | | 2021 | | | | CEO | Average Other NEOs | CEO | Average Other NEOs | CEO | Average Other NEOs | | Summary Compensation Table Total | $4,535,231 | $778,356 | $7,662,810 | $2,688,329 | $8,141,351 | $1,955,123 | | Less Stock Award and Option Value Reported in Summary Compensation Table for the Covered Year | $3,670,985 | $357,818 | $6,461,350 | $2,336,657 | $7,296,149 | $1,430,054 | | Plus (Less) Fair value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at End of Year | $1,610,172 | $0 | $1,516,331 | $91,230 | $9,171,901 | $2,347,088 | | Plus (Less) Fair value of Equity Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at End of Year | $(1,033,297) | $(11,247) | $(5,975,286) | $(263,913) | $4,051,157 | $554,364 | | Plus Fair Value at Vesting Date of Awards Granted and Vested During the Fiscal Year | $0 | $0 | $0 | $0 | $1,076,607 | $185,327 | | Plus (Less) Change in Fair Value of Equity Awards granted in Prior Years that Vested During the Fiscal Year | $(275,277) | $(73) | $(1,585,652) | $(175,700) | $3,292,502 | $655,063 | | Less Fair Value of Equity Awards Granted in Prior Year that were Forfeited During the Fiscal Year | $0 | $(75,595) | $(1,424,566) | $(1,627,581) | $0 | $0 | | Plus Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | $0 | $0 | $0 | $0 | $0 | | Compensation Actually Paid | $1,165,844 | $333,623 | $(6,267,713) | $(1,624,292) | $18,437,369 | $4,266,911 |

  33. PAY VERSUS PERFORMANCE

    (5)Shareholder return provides the value of common stock as of December 31, 2023, December 31, 2022 and December 31, 2021 assuming $100 was invested in our common stock after the market closed on December 31, 2020.

  34. DESCRIPTION OF RELATIONSHIP BETWEEN THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    DESCRIPTION OF RELATIONSHIP BETWEEN THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE In accordance with Item 402(v) of Regulation S-K, Ocugen is providing the following description of the relationships between information presented in the Pay versus Performance table. The following charts set forth the relationship between Compensation Actually Paid (CAP) of our PEO and non-PEOs and (i) Ocugen’s TSR over the three most recently completed fiscal years, and (ii) Ocugen’s net loss.