DEF 14A of Ocugen, Inc., Apr 28, 2026

DEF 14A of Ocugen, Inc.

Filed Apr 28, 2026 · FY20250001140361-26-017260

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 six members and is divided into three classes, each of which has a three-year term. Currently, class I, class II and class III consist of two directors each. You are being asked to vote on the election of class III directors, Kirsten Castillo, MBA and Satish Chandran, Ph.D., each to serve a three-year term expiring at the 2029 Annual Meeting of Stockholders and until their respective successors, if any, are elected and qualified, or until their earlier death, resignation, retirement, disqualification or other removal. 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 Kirsten Castillo and Satish Chandran, Ph.D. Each of the nominees has agreed to serve as a director if elected, and we have no reason to believe that any of the nominees 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 of our continuing directors and director nominees. A mark indicates a specific area of focus or expertise on which the Board relies most in deciding whether to nominate a director to serve on our Board. 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 of the collective experience, expertise, and skills of our continuing directors and director nominees.

  4. BOARD EXPERIENCE AND SKILLS MATRIX

    | Experience, Expertise, or Attribute | Kirsten Castillo, MBA | Junge Zhang, Ph.D | Uday Kompella, Ph.D. | Shankar Musunuri, Ph.D., MBA | Blaise Coleman, MBA | Satish Chandran, Ph.D. | | Industry Experience | | | | | | | | Current/Recent Biotech CEO/CFO | | | | | | | | Science/Biotech/Academic Background | | | | | | | | Biotech Research and Development/Clinical/Regulatory Expertise | | | | | | | | Biotech Commercial Expertise | | | | | | | | Finance Expertise | | | | | | | | Board Governance | | | | | | |

  5. NOMINEES FOR CLASS III DIRECTORS FOR ELECTION AT THE ANNUAL MEETING FOR TERM TO EXPIRE AT THE 2029 ANNUAL MEETING OF STOCKHOLDERS

    NOMINEES FOR CLASS III DIRECTORS FOR ELECTION AT THE ANNUAL MEETING FOR TERM TO EXPIRE AT THE 2029 ANNUAL MEETING OF STOCKHOLDERS

  6. NOMINEES FOR CLASS III DIRECTORS FOR ELECTION AT THE ANNUAL MEETING FOR TERM TO EXPIRE AT THE 2029 ANNUAL MEETING OF STOCKHOLDERS

    | KIRSTEN CASTILLO, MBA | | | Director since: 2020 Age: 53 Independent Committee Memberships • Audit Committee • Nominating and Corporate Governance Committee (Chair) 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 boards of The Marvin Companies, ACV Auctions Inc., and Willey Family Ventures since April 2019, October 2020, and January 2024, respectively, and as an advisor to Conquer AI since August 2025. • Board member of various non-profit organizations, including Board of Advisors at Duke University’s Duke Innovation and Entrepreneurship and was the President of the United Way of Washington County from November 2018 through December 2024. 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. She is currently enrolled at the Denver Seminary and expects to graduate in 2026. Ms. Castillo’s expertise in business operations and logistics and her leadership experience led the Board’s decision to nominate Ms. Castillo for reelection to the Board. |

  7. NOMINEES FOR CLASS III DIRECTORS FOR ELECTION AT THE ANNUAL MEETING FOR TERM TO EXPIRE AT THE 2029 ANNUAL MEETING OF STOCKHOLDERS

    | SATISH CHANDRAN, PH.D. | | | Director since: 2025 Age: 71 Independent Committee Memberships • Audit Committee • Compensation Committee (Chair) • Science and Technology Committee Other Public Directorships • None | Career Highlights • President and Chief Executive Officer of Prodigy Biotech, Inc., since April 2021. • Founder and Chief Executive Officer of Somahlution Inc. (“Somahlution”) since its inception in May 2010 until it was acquired by Marizyme, Inc. (OTCQB: MRZM) (“Marizyme”) in August 2020. Then served as Marizyme’s President, Chief Operating Officer and Chief Technology Officer until April 2021. • Former Chief Executive Officer and member of the board of directors of Akshaya Bio, Inc. from 2012 until it was acquired by Kaimi Bio, Inc. in 2023. • Prior to founding Somahlution, Dr. Chandran was the Chief Technology Officer at Pfizer Biotherapeutics—OTU from December 2008 until May 2010. • Prior to joining Pfizer he co-founded Nucleonics, Inc., an RNAi therapeutics company in 2000 and served as their Executive Vice President, Chief Strategy Officer and Chief Operating Officer, until 2008. • Dr. Chandran has served as a member of our Vaccine Scientific Advisory Board since 2021. Memberships • Board member of Avstera, Inc. since 2023. • Board member of formerly public company, Statera Biopharma, Inc., since February 2022 and is a member and chair of their compensation committee and a member of the audit committee and the corporate governance committee. Dr. Chandran received his Bachelor of Science, with honors, from the University of Mumbai, his master’s in Microbiology, Microbial Genetics, and Microbial Biochemistry from the University of Baroda, and his Ph.D. in Molecular Biology, Biochemistry and Microbial genetics from Memorial University of Newfoundland, Canada. Dr. Chandran’s extensive scientific, operational, and commercial expertise, along with a deep understanding of product development, regulatory strategy, and innovation in the life sciences sector led the Board’s decision to nominate Dr. Chandran for reelection to the Board. |

  8. CLASS I DIRECTORS-TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    CLASS I DIRECTORS-TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

  9. CLASS I DIRECTORS-TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | SHANKAR MUSUNURI, PH.D., MBA | | | Director since: 2019 Age: 62 Committee Memberships • None Other Public Directorships • None | Career Highlights • Chairman of the Board and Chief Executive Officer since Ocugen went public in September 2019. • Co-Founder and Chairman of Ocugen since its founding in September 2013 and has additionally served as Chief Executive Officer since May 2015. • Founder, President, Chief Executive Officer, and a board member of Nuron Biotech, Inc. from April 2010 to May 2013. • More than 33 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 Trustees at Woods System of Care, a large behavioral/integrated Health Care Organization. • Board member of Musunuri Family Foundation, a non-profit that provides college scholarships to high school students. • Served on Board of Advisors at Duke University’s Duke Innovation and Entrepreneurship until 2025 Dr. Musunuri obtained his Bachelor of Pharmacy from the Birla Institute of Technology and Science, Pilani, an MBA from Duke University’s Fuqua School of Business, and a Ph.D. in Pharmaceutical Sciences from the University of Connecticut. Our Board believes Dr. Musunuri’s perspective and history as our Co-Founder and Chief Executive Officer, as well as his executive, operational, financial and commercial expertise provide him with the qualifications and skills to serve on our Board. |

  10. CLASS I DIRECTORS-TERMS EXPIRING AT THE 2027 ANNUAL MEETING OF STOCKHOLDERS

    | JUNGE ZHANG, PH.D. | | | Director since: 2019 Age: 59 Independent Committee Memberships • Nominating and Corporate Governance Committee • Compensation 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 Chief Executive Officer 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. • Co-Founder and Chief Executive Officer of Sandigene Inc., a company dedicated to advancing pioneering oncological therapies, since 2025. • 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 Bachelor of Science in Material Science from Wuhan University of Technology in China, a Master of Science in Chemistry from the University of Louisiana, and a Ph.D. in Analytical Chemistry from Drexel University. Our Board believes Dr. Zhang’s extensive senior management and entrepreneurship experience in the pharmaceutical industry provide him with the qualifications and skills to serve on our Board. |

  11. CLASS II DIRECTORS-TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    CLASS II DIRECTORS-TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

  12. CLASS II DIRECTORS-TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | UDAY B. KOMPELLA, PH.D. | | | Director since: 2019 Age: 59 Independent Committee Memberships • Compensation Committee • 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. • Co-director, Colorado Center for Nanomedicine and Nanosafety. Memberships • Fellow of the American Association of Pharmaceutical Scientists, the Association for Research in Vision and Ophthalmology, and the Association for Ocular Pharmacology and Therapeutics. • Editor-in-Chief for the journals, Expert Opinion on Drug Delivery 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. |

  13. CLASS II DIRECTORS-TERMS EXPIRING AT THE 2028 ANNUAL MEETING OF STOCKHOLDERS

    | BLAISE COLEMAN, MBA | | | Director since: 2025 Age: 52 Independent Committee Memberships • Audit Committee (Chair) • Science and Technology Committee Other Public Directorships • None | Career Highlights • Chief Executive Officer and member of the board of directors of Endo from March 2020 until August 2024. Previously served as Executive Vice President and Chief Financial Officer at Endo from September 2016 to March 2020. • Prior to joining Endo, Mr. Coleman held several finance leadership roles with AstraZeneca from 2007 to 2015, including Chief Financial Officer of the AstraZeneca and Bristol-Myers Squibb U.S. Diabetes Alliance. • Earlier in his career, he served in Commercial and Business Development Finance roles at Centocor, a wholly-owned subsidiary of Johnson & Johnson, from 2003 until 2007. • Mr. Coleman is a Certified Public Accountant (currently inactive) and previously worked as a Manager in the Pharmaceutical Assurance Practice at PwC, from 1996 until 2003. Memberships • Mr. Coleman is a member of Robin Hood Ventures, a leading angel investment group in the mid-Atlantic region focused on Life Science start-ups. Mr. Coleman received his Bachelor of Science in Accounting from Widener University and his MBA from Duke University Fuqua School of Business. Our Board believes Mr. Coleman’s deep financial expertise, operational leadership, and a proven track record leading successful transformations in the pharmaceutical industry provide him with the qualifications and skills to serve on our Board. |

  14. Compensation Committee

    | • | reviewing and making recommendations to the Board regarding director compensation, including all forms of paid cash compensation and all forms of equity compensation granted to members of the Board; |

  15. 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 2025, each non-employee member of our Board was entitled to the following compensation:

  16. DIRECTOR COMPENSATION PROGRAM

    | • | Initial Equity Grant. Initial grant of stock options to purchase shares of common stock with a grant date fair value of $115,000, vesting monthly over three years, subject to continued service on the Board. |

  17. DIRECTOR COMPENSATION PROGRAM

    | • | Annual Equity Grant. An annual grant of stock options with a grant date fair value of $115,000, granted on the date of our 2025 Annual Meeting of Stockholders, 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. |

  18. DIRECTOR COMPENSATION PROGRAM

    | • | Cash Retainers. Cash retainers (to be paid in four quarterly installments) as described below: |

  19. DIRECTOR COMPENSATION PROGRAM

    | 2025 Compensation Category | Amount | | | Annual Base Cash Retainer | $40,000 | ‘ | | 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 | |

  20. DIRECTOR COMPENSATION PROGRAM

    In December 2025, based on the recommendation of our Compensation Committee, our Board amended the non-employee director compensation policy to set an initial equity grant at 255,150 options and an annual equity grant at 170,100 options.

  21. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION The following table presents the total compensation for each of our non-employee directors who served as a member of our Board during the fiscal year ended December 31, 2025. Dr. Musunuri did not receive any additional compensation for his service as the Chairman of our Board. Dr. Musunuri’s compensation as an employee is described under “Executive Compensation” below. Dr. Whittington’s term on the Board ended at the 2025 Annual Meeting on June 5, 2025, and Dr. Fernandes resigned from the Board effective at the 2025 Annual Meeting. Mr. Coleman and Dr. Chandran were elected to our Board at the 2025 Annual Meeting.

  22. 2025 DIRECTOR COMPENSATION

    | Name | Fee Earned or Paid in Cash | Stock Option Awards (1) | All Other Compensation | Total | | Uday B. Kompella, Ph.D. | $67,500 | $143,750 | $— | $211,250 | | Satish Chandran, Ph.D. (2) | $41,429 | $143,750 | $20,000 | $205,179 | | Blaise Coleman, MBA (3) | $38,571 | $143,750 | $— | $182,321 | | Junge Zhang, Ph.D. | $52,500 | $143,750 | $— | $196,250 | | Kirsten Castillo, MBA | $60,000 | $143,750 | $— | $203,750 | | Marna C. Whittington, Ph.D. (4) | $29,144 | $— | $— | $29,144 | | Prabhavathi Fernandes, Ph.D., FIDSA (5) | $39,897 | $— | $— | $39,897 |

  23. 2025 DIRECTOR COMPENSATION

    (1) Amounts represent the grant date fair value of stock option awards granted during 2025, computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification 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 2025 Annual Report. The aggregate number of stock options outstanding on December 31, 2025 was 626,876 for Dr. Kompella, 186,316 for Dr. Chandran,151,316 for Mr. Coleman, 384,742 for Dr. Zhang, 624,876 for Ms. Castillo, and none for Drs. Whittington and Fernandes. (2) Dr. Chandran was elected to the Board at the 2025 Annual Meeting on June 5, 2025. Fees amount represents Dr. Chandran’s compensation from June 5, 2025 through December 31, 2025. All other Compensation includes the payment for consulting services prior to his election as a director of the company. (3) Mr. Coleman was elected to the Board at the 2025 Annual Meeting on June 5, 2025. Amount represents Mr. Coleman’s compensation from June 5, 2025 through December 31, 2025. (4) Dr. Whittington’s term on the Board ended at the 2025 Annual Meeting on June 5, 2025, and Dr. Whittington did not stand for re-election at the meeting. Amount represents Dr. Whittington’s compensation from January 1, 2025 through June 5, 2025. (5) Dr. Fernandes resigned from the Board effective at the 2025 Annual Meeting on June 5, 2025. Amount represents Dr. Fernandes’ compensation from January 1, 2025 through June 5, 2025. Includes compensation for services as Lead Independent Director from January 1, 2025 through June 5, 2025. Director Stock Ownership Guidelines. To further align the interests of our directors, 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.

  24. 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.

  25. PROPOSAL 1: ELECTION OF TWO CLASS III DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2029

    PROPOSAL 1: ELECTION OF TWO CLASS III DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2029 At the Annual Meeting, our stockholders will vote on the election of two class III director nominees each named in this Proxy Statement as a director, to serve until our 2029 Annual Meeting of Stockholders and until their respective successors are elected and qualified, or util their earlier death, resignation, retirement, disqualification or other removal. Our Board has unanimously nominated Kirsten Castillo, MBA and Satish Chandran, Ph.D. as class III directors 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.

  26. PROPOSAL 1: ELECTION OF TWO CLASS III DIRECTORS FOR A THREE-YEAR TERM EXPIRING IN 2029

    | OUR BOARD UNANIMOUSLY RECOMMENDS STOCKHOLDERS VOTE FOR THE ELECTION OF KIRSTEN CASTILLO, MBA AND SATISH CHANDRAN, PH.D. | |

  27. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows for the years ended December 31, 2025, and 2024 the compensation awarded to, paid to, or earned by our 2025 NEOs, who include our Chief Executive Officer, our other most highly compensated executive officer who served as an executive officer as of December 31, 2025, and up to two additional individuals for whom disclosure would have been provided but for the fact that such individuals were no longer serving as executive officers as of December 31, 2025. Our NEOs include:

  28. SUMMARY COMPENSATION TABLE

    | • | Shankar Musunuri, Ph.D., MBA, Chief Executive Officer; |

  29. SUMMARY COMPENSATION TABLE

    | • | Ramesh Ramachandran, CPA, MBA, CMA, Chief Accounting Officer; |

  30. SUMMARY COMPENSATION TABLE

    | • | Arun Upadhyay, Ph.D., Chief Scientific Officer; and |

  31. SUMMARY COMPENSATION TABLE

    | • | Huma Qamar, M.D., MPH, CMI, Chief Medical Officer. |

  32. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus (1) | Stock Awards (2) | Option Awards (3) | All Other Compensation (4) | Total Compensation ($) | | Shankar Musunuri, Ph.D., MBA Chief Executive Officer, Chairman and Co-Founder | 2025 | 757,900 | 500,214 | 2,194,445 | 1,385,871 | 3,392 | 4,841,822 | | | 2024 | 757,900 | 385,165 | 520,492 | 269,749 | 8,233 | 1,941,539 | | Ramesh Ramachandran, CPA, MBA, CMA (5) Chief Accounting Officer | 2025 | 360,500 | 137,927 | 420,455 | 266,708 | 6,498 | 1,192,089 | | Arun Upadhyay, Ph.D. (6) Chief Scientific Officer | 2025 | 480,146 | 209,601 | 877,778 | 554,500 | 14,004 | 2,136,069 | | | 2024 | 466,200 | 169,720 | 145,738 | 75,501 | 13,710 | 870,869 | | Huma Qamar, M.D., MPH, CMI (7) Chief Medical Officer | 2025 | 448,050 | 190,130 | 1,375,478 | 868,975 | 5,847 | 2,888,481 | | | 2024 | 344,375 | 258,362 | 709,003 | 413,961 | — | 1,725,701 |

  33. SUMMARY COMPENSATION TABLE

    (1) Amounts reflected in this column represent cash bonuses based on annual performance earned in the applicable year and paid in the following year. (2) Amounts reflected in this column represent the aggregate grant date fair value of performance stock units (“PSUs”) granted during the applicable fiscal year, determined by the fair value by using a Monte Carlo simulation technique 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 PSUs, please see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report. In 2025, PSUs were granted for Dr. Musunuri, Mr. Ramachandran, Dr. Upadhyay and Dr. Qamar with grant date fair value of $1.58 per share, subject to the applicable performance metrics. (3) 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 2025 Annual Report. (4) 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. (5) Mr. Ramachandran was appointed as an executive officer on November 14, 2024. We determined that Mr. Ramachandran no longer qualified as an executive officer effective as of March 6, 2026. (6) We determined that Dr. Upadhyay no longer qualified as an executive officer effective as of June 5, 2025. (7) We determined that Dr. Qamar no longer qualified as an executive officer effective as of June 5, 2025.

  34. 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, 2025.

  35. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | | Option Awards | | | | Stock Awards | | | Name and Principal Position | Vesting Commencement Date (1) | 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 ($) (2) | | Shankar Musunuri, Ph.D., MBA Chairman of the Board, Co-Founder, and Chief Executive Officer | 1/2/20 | 326,543 | — | $0.51 | 1/2/30 | — | — | | | 5/7/20 | 529,764 | — | $0.33 | 5/7/30 | — | — | | | 1/1/21 | 1,757,000 | — | $1.83 | 1/1/31 | — | — | | | 4/19/21 | 394,000 | — | $5.64 | 4/19/31 | — | — | | | 1/3/22 | 1,253,299 | — | $4.72 | 1/3/32 | — | — | | | 1/3/23 | — | — | — | 1/3/33 | 491,803 | $663,934 | | | 1/3/23 | 1,181,103 | 590,551 | $1.25 | 1/3/33 | — | — | | | 1/3/23 | — | — | — | | 409.836 | $553,279 | | | 1/2/24 | 164,042 | 328,084 | $0.66 | 1/2/34 | — | — | | | 1/2/25 (3) | — | 111,111 | $0.90 | 1/2/35 | — | — | | | 1/2/25 (3) | — | 1,716,374 | $0.90 | 1/2/35 | — | — | | | 1/2/25 (3) | — | — | — | | 1,388,889 | $1,875,000 | | Arun Upadhyay, Ph.D. Chief Scientific Officer | 2/6/17 | 1,918 | — | $6.30 | 2/5/27 | — | — | | | 12/15/17 | 1,103 | — | $7.56 | 12/14/27 | — | — | | | 8/31/18 | 2,397 | — | $12.18 | 8/31/28 | — | — | | | 12/19/18 | 4,315 | — | $13.52 | 12/18/28 | — | — | | | 4/8/19 | 479 | — | $12.41 | 4/7/29 | — | — | | | 1/1/21 | 246,000 | — | $1.83 | 1/1/31 | — | — | | | 4/19/21 | 31,120 | — | $5.64 | 4/19/31 | — | — | | | 1/3/22 | 234,993 | — | $4.72 | 1/3/32 | — | — | | | 6/16/22 | 30,000 | — | $1.95 | 6/16/32 | — | — | | | 9/16/22 | 33,818 | — | $2.17 | 9/16/32 | — | — | | | 1/3/23 | 252,905 | 126,452 | $1.25 | 1/3/33 | — | — | | | 1/3/23 | — | — | — | 1/3/33 | 105,308 | $142,166 | | | 1/2/24 | 45,932 | 91,863 | $0.66 | 1/2/34 | | | | | 1/2/24 | — | | | | 114,754 | $154,918 | | | 1/2/25 | — | 188,539 | $0.90 | 1/2/35 | | | | | 1/2/25 | — | 542,455 | $0.90 | 1/2/35 | | | | | 1/2/25 | | | | | 555,556 | $750,001 | | Huma Qamar, M.D., MPH, CMI Chief Scientific Officer | 4/16/24 | 102,822 | 205,6435 | $1.59 | 4/16/34 | — | — | | | 4/16/24 | — | — | — | | 256,885 | $346,795 | | | 1/2/25 | — | 111,111 | $0.90 | 1/2/35 | — | — | | | 1/2/25 | — | 1,034,357 | $0.90 | 1/2/35 | — | — | | | 1/2/25 (3) | — | — | — | — | 870,556 | 1,175,251 | | Ramesh Ramachandran, CPA, MBA, CMA Chief Accounting Officer | 9/16/24 | 51,532 | 103,064 | $1.17 | 9/16/34 | — | — | | | 1/2/25 | — | 199,349 | $0.90 | 1/2/35 | — | — | | | 1/2/25 | — | 150,797 | $0.90 | 1/2/35 | — | — | | | 1/2/25 (3) | — | — | — | — | 266,111 | $359,250 |

  36. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    (1) 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 grant date. (2) 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 31, 2025, the last trading day of the fiscal year, of $1.35 per share. (3) In December 2023, pursuant to the 2019 Plan, the Compensation Committee of the Board adopted a performance restricted stock unit agreement (the “PSU Agreement”). Pursuant to the PSU Agreement, the Company granted 615,467, 256,885 and 3,314,445 of market-based performance stock units at target on January 2, 2024, April 16, 2024 and January 2, 2025, respectively. PSUs granted in 2024 cliff vest after the requisite service period ending on December 31, 2026. The PSUs granted in 2025, cliff vest after the requisite period ending on December 31, 2027. The PSUs have the potential to be earned at between 0% and 200% of the number of awards granted depending on the level of growth of the Company’s TSR as compared to the TSR of the companies within the Nasdaq Biotechnology Index over the performance period. The fair value of the market-based PSUs was determined using a Monte Carlo simulation technique.

  37. 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 professional employer organization (“PEO”) and the other NEOs (as calculated in accordance with Item 402(v) of Regulation S-K) and certain financial performance measures. We are a smaller reporting company and therefore permitted to omit certain pay versus performance disclosure, such as the company selected measure. 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.”

  38. 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 millions) | | 2025 (1) | $4,841,822 | $6,290,858 | $2,072,213 | $2,485,717 | $104 | $(68) | | 2024 (2) | $1,941,539 | $2,715,041 | $1,298,285 | $1,062,265 | $62 | $(54) | | 2023 (3) | $4,535,231 | $1,165,844 | $778,356 | $333,623 | $44 | $(63) |

  39. 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, we are 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 of our PEO and non-PEOs and (i) our total shareholder return over the three most recently completed fiscal years, and (ii) our net loss.