SEC Form PRE 14A filed by Ocugen Inc.

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11 Great Valley Parkway

Malvern, PA 19355

April 30, 2026

Considerable development across all our modifier gene therapy programs, including licensing and financing agreements to strengthen our financial position, and meaningful appointments to our leadership team made 2025 a year of real momentum for Ocugen.

We are now poised to leverage upcoming catalysts and advance the business as we near the first of our three Biologics Licensing Application (BLA) filings. I’m proud of what this team has accomplished, and I’m confident that with a full bench of experienced leadership across the organization, we have the resources and the know-how to drive Ocugen’s transition into a commercial-stage company.

Enrollment for the OCU400 Phase 3 liMeliGhT clinical trial—the first and largest gene therapy registrational trial for broad retinitis pigmentosa (RP) patients—was completed. The liMeliGhT clinical trial enrolled 140 patients who were randomized 2:1 into the treatment group and untreated control group across mutations (RHO and gene-agnostic arms). The gene-agnostic arm includes many genetic mutations, including those most prevalent—TULP1, XLRP, USH2A, EYS, RP1, PDE6B, NR2E3, AND PRPF31. The target population included patients with early- to late-stage disease with a clinical and/or genetic diagnosis among a broad RP population, including pediatrics (3+ years). The primary endpoint is 12-month change in visual function assessed by luminance dependent navigation assessment (LDNA) with improvement in Lux Level from baseline to 12 months. Topline Phase 3 data is expected in the first quarter of 2027, advancing OCU400 towards potential approval in 2027.

Approximately 300,000 people in the U.S. and Europe are living with RP, caused by mutations in more than 100 genes. The only approved gene therapy for RP today targets a single gene, RPE65, which accounts for just 1 to 2% of the total RP patient population. OCU400 is designed as a modifier gene therapy utilizing NR2E3, a central transcriptional regulator of retina-specific pathways, to address multiple genetic mutations with a single, one-time treatment for life. We believe OCU400 has significantly wider commercial potential as it is intended to provide a therapeutic option for 98 to 99% of all RP patients.

In 2025, we executed our first regional licensing agreement with Kwangdong Pharmaceutical Co., Ltd. for the exclusive Korean rights to OCU400. With upfront fees and near-term development milestone payments, along with royalties—this was a valuable collaboration for Ocugen and a critical step in the Company’s business development strategy and providing market access to patients.

There are an estimated 7,000 individuals in the Republic of Korea with RP, equal to approximately 7% of the addressable U.S. RP market. This approach will allow us to maximize total patient reach while retaining full commercial rights in the U.S. and Europe.

We recently announced positive 12-month data from the Phase 2 ArMaDa clinical trial evaluating OCU410 for geographic atrophy (GA) secondary to dry age-related macular degeneration (dAMD). Key findings from Phase 2 include: 31% statistically significant reduction in lesion growth in the optimal dose (medium) group

compared to control (p< 0.05); 27% preservation of ellipsoid zone (EZ) compared to control, which correlates with visual function; and 55% of treated patients demonstrated ≥30% lesion size reduction vs. control. Based on the lesion size reduction, OCU410 has the potential to deliver a 2X treatment benefit compared to 15% and 22% reductions reported for currently approved therapies at 12 and 24 months, respectively. Both treatment options only address the complement system—one of the four disease pathways associated with GA—and require 6–12 injections per year indefinitely with up to 40% attrition rate. Outside of the U.S. there are no approved therapies for GA. With approximately 2 to 3 million GA patients in the U.S. and Europe combined, and the remaining unmet need, OCU410 represents a significant market opportunity.

Our Phase 2 data consistently demonstrates statistically significant reduction of GA lesion growth after treatment with OCU410 optimal dose, and we continue to benchmark these results against natural history data to contextualize the magnitude of effect. We are incorporating these learnings into an anticipated Phase 3 pivotal confirmatory trial with up to 300 subjects and an adaptive design powered at over 95%.

Lastly, dosing has been successfully completed ahead of schedule in the Phase 2/3 GARDian3 pivotal confirmatory clinical trial for OCU410ST. The efficient and accelerated execution of this trial reflects the strong engagement of investigators and patients. It reinforces our confidence in OCU410ST as a potential one-time treatment option for all 100,000 Stargardt patients in the U.S. and Europe who are desperately seeking rescue from blindness with no approved therapies to date.

GARDian3 is a multicenter, randomized, masked, pivotal Phase 2/3 confirmatory trial designed to evaluate the efficacy and safety of OCU410ST in early to late-stage (3 years and older) patients with ABCA4-related retinopathies, including Stargardt disease. The Phase 2/3 study with adaptive design enrolled 63 participants diagnosed with Stargardt disease. Subjects randomized to treatment group received a one-time subretinal injection of OCU410ST (3 × 10¹⁰ vector genomes/eye) in the eye with poorer visual acuity, while untreated control group did not receive any treatment. The primary objective of the trial is to evaluate the reduction in atrophic lesion size at 12 months. Key secondary endpoints include improvements in best corrected visual acuity (BCVA) and low luminance visual acuity (LLVA), compared to controls. Observational endpoints include preservation of Ellipsoid Zone (EZ) that correlates to visual function. While demonstrating functional benefit via visual acuity within 12 months can be challenging due to the disease’s natural history, it is believed that preservation of EZ will serve as a meaningful and early indicator of therapeutic benefit.

Our balance sheet remains strong. In January 2026, the Company secured $22.5 million in gross proceeds through an underwritten registered direct offering of common stock led by RTW Investments, with additional participation from new and existing investors. Recently, an additional $15 million in gross proceeds was raised through the exercise of warrants to purchase 10 million shares by an investor. These warrants represent 50% of warrants from the prior raise in 2025. We expect that proceeds from this exercise of warrants will extend our cash runway into the first quarter of 2027.

Operationally, we also strengthened our executive leadership team with several appointments, including Abhi Gupta to Executive Vice President, Commercial and Business Development—bringing experience across commercial strategy, gene therapy, and corporate development in the biopharmaceutical industry. In early 2026, Rita Johnson-Greene, MBA was named Chief Financial Officer and Paul Staid joined us as Executive Vice President, Operations. Rita’s experience in financial strategy and capital planning for gene therapy companies as well as big pharma supports our continued focus on disciplined resource allocation as our programs advance toward later-stage development and potential commercialization. Paul has more than 20 years of leadership experience in biologics and cell and gene therapy technical operations in big pharma and will streamline execution across manufacturing and digital systems supply to support the company’s transition toward regulatory approvals.

Importantly, the Compensation Committee and Board remain focused on attracting and retaining the leadership talent needed to achieve our strategic and clinical objectives. Our executive compensation program is heavily performance-based, with annual incentives tied to the achievement of key corporate milestones and long-term incentives intended to align pay outcomes with long-term shareholder value creation. In setting compensation, the Committee also reviews market practices and believes our program is generally competitive with, and appropriately calibrated relative to, companies of similar size and stage. The Compensation Committee has conducted outreach to our institutional investors to discuss the compensation of our named executive officers.

2025 was marked by important clinical progress, strategic business development, and essential financing accomplishments across the organization. We are entering 2026 with strong momentum and a clear line of sight to multiple catalysts—potentially 3 BLAs by 2028—that will further advance Ocugen’s position as a biotechnology leader in gene therapy for blindness diseases.

Thank you for your continued support,

 

Shankar Musunuri, Ph.D., MBA

This letter contains forward-looking statements with respect to Ocugen’s financial condition, business and prospects. Forward-looking statements can be identified by the use of such words as “may,” “should,” “will,” “could,” “estimates,” “predicts,” “potential, “continue,” “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” “projects,” the negative of these terms and other comparable terminology. These forward-looking statements may include projections of, or guidance on, Ocugen’s future financial performance, anticipated growth strategies, descriptions of business initiatives and anticipated trends in Ocugen’s business or financial results.

Forward-looking statements are neither historical facts, nor assurance of future performance. Instead, these statements are based on current beliefs, expectations and assumptions regarding Ocugen’s business, strategies, projections, as well as anticipated events and trends. Forward-looking statements are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Ocugen’s control, and Ocugen’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. Any forward-looking statement is based only on information currently available and speaks only as of the date when made. Ocugen undertakes no obligation, other than as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

A discussion of certain risks and uncertainties affecting Ocugen, and some of the factors that could cause Ocugen’s actual results to differ materially from those described in the forward-looking statements, can be found in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Ocugen’s Annual Report on Form 10-K for the year ended December 31, 2025, which accompanies this letter.

You are invited to attend Ocugen, Inc.’s (the “Company,” “us,” “we,” “our,” or “Ocugen”) Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, June 11, 2026, at 8 a.m., Eastern Time.

This year’s Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via a live audio webcast. You will be able to attend the Annual Meeting online, vote electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/OCGN2026.

At the Annual Meeting, stockholders will vote on:

Stockholders will also transact any other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You are entitled to notice of the Annual Meeting and to vote at the Annual Meeting and any adjournments or postponements thereof only if you were a stockholder as of the close of business on April 20^th, 2026 (the “Record Date”).

The board of directors (the “Board”) will give appropriate attention to written communications that are submitted by stockholders and other interested parties and will respond if and as appropriate.

We are pleased to comply with the rules of the Securities and Exchange Commission (the “SEC”) that allow companies to distribute their proxy materials over the Internet under the “notice and access” approach. As a result, we are mailing to many stockholders a Notice of Internet Availability of Proxy Materials for the Annual Meeting to Be Held on June 11, 2026 (the “Notice of Availability”) instead of a paper copy of our proxy materials and our Annual Report for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). We will mail the Notice of Availability or the Notice of the Annual Meeting, this proxy statement (the “Proxy Statement”), a form of the proxy card and the 2025 Annual Report, as applicable, on or about April 30, 2026. The Notice of Availability contains instructions on how to access proxy materials online and to cast your vote or submit a proxy over the Internet. This process will allow us to reduce the environmental impact and lower the costs of printing and distributing our proxy materials. If you have received the Notice of Availability, but would like to receive a printed copy of our proxy materials, including the Notice of the Annual Meeting, our proxy statement, our 2025 Annual Report and a form of proxy card, free of charge, please follow the instructions on the Notice of Availability. A copy of our 2025 Annual Report, except for exhibits, will be furnished without charge to any stockholder upon written request to Ocugen, Inc. 11 Great Valley Parkway Malvern, PA 19355, Attention: General Counsel. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are also available on the SEC’s website at www.sec.gov. The Annual Meeting will be held virtually via live webcast on Thursday, June 11, 2026, at 8 a.m., Eastern Time.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 11, 2026. THE NOTICE OF THE ANNUAL MEETING, THIS PROXY STATEMENT, THE ENCLOSED PROXY CARD AND THE 2025 ANNUAL REPORT ARE FIRST BEING MADE AVAILABLE OR MAILED TO OUR STOCKHOLDERS ON OR ABOUT APRIL 30, 2026. IN ACCORDANCE WITH THE SEC RULES THAT ALLOW COMPANIES TO FURNISH PROXY MATERIALS TO THEIR STOCKHOLDERS OVER THE INTERNET, WE MAIL TO MANY STOCKHOLDERS A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS RATHER THAN A PAPER COPY OF OUR PROXY MATERIALS RELATED TO OUR FORTHCOMING ANNUAL MEETING. THE NOTICE OF THE 2026 ANNUAL MEETING, THIS PROXY STATEMENT AND THE 2025 ANNUAL REPORT ARE AVAILABLE TO HOLDERS OF OUR COMMON STOCK AT WWW.PROXYVOTE.COM.

To assist you in reviewing this year’s proposals, we call your attention to the following proxy summary. This is only a summary; please review this Proxy Statement and our 2025 Annual Report in full.

 

 

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.

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.

Our Board has established various committees (the “Committees”) to assist in discharging its duties: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Science and Technology Committee. Each member of our Committees is an independent director as that term is defined by the SEC and the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”). Each of the Committees has the authority, as its members deem appropriate, to engage legal counsel or other experts or consultants in order to assist the Committee in carrying out its responsibilities. The Nominating and Corporate Governance Committee is responsible for overseeing periodic self-evaluations of the Board to determine whether it and its Committees are functioning effectively. Each Committee also conducts periodic self-evaluations of their own performance and reports their conclusions to the Board.

The Committee memberships and the primary responsibilities of each of the Committees are as follows:

The Audit Committee assists the Board by providing oversight of our financial management, independent auditor and accounting and financial reporting processes, as well as such other matters as directed by the Board or the Audit Committee Charter.

Among other things, the Audit Committee’s responsibilities include:

The current members of our Audit Committee are Mr. Coleman (Chair), Ms. Castillo, and Dr. Chandran. All members of our Audit Committee are deemed “independent” and financially literate under the applicable rules and regulations of the SEC and Nasdaq. Mr. Coleman qualifies as an “audit committee financial expert” within the meaning of SEC regulations. Immediately following our 2025 annual meeting of stockholders held on June 5, 2025 (the “2025 Annual Meeting”), Marna C. Whittington, Ph.D.’s term as chair and Prabhavathi Fernandes, Ph.D., FIDSA’s term as a member of the Audit Committee ended, and Mr. Coleman was appointed as chair of the Audit Committee, and Dr. Chandran was appointed as a member of the Audit Committee upon Dr. Chandran’s election to the Board at the 2025 Annual Meeting.

The Compensation Committee reviews the performance and development of our management in achieving corporate goals and objectives and assures that our executive officers (including our Chief Executive Officer) are compensated effectively in a manner consistent with our strategy, competitive practice and stockholder interests, as well as such other matters as directed by the Board or the Compensation Committee Charter. Among other things, the Compensation Committee’s responsibilities include:

Our Compensation Committee may, in its sole discretion, retain or obtain the advice of compensation consultants, legal counsel or other advisors, after taking into consideration applicable factors affecting independence that are specified under Nasdaq and SEC regulations. Our Compensation Committee is directly

responsible for the appointment, compensation and oversight of the work of any retained compensation consultant, legal counsel and other advisor, and is empowered, without further action by the Board, to both determine and cause us to pay such compensation to any retained compensation consultant, legal counsel and other advisor retained by the Compensation Committee. Our Chief Executive Officer annually reviews the performance of each of the other executive officers, including the other NEOs. He then recommends annual merit salary adjustments and any changes in annual or long-term incentive opportunities for other executives. The Compensation Committee considers our Chief Executive Officer’s recommendations in addition to data and recommendations presented by our executive compensation consultant.

During 2025, the Compensation Committee retained Pearl Meyer & Partners LLC (“Pearl Meyer”) to provide executive compensation consulting services. Prior to the retention of Pearl Meyer, the Compensation Committee had retained Frederic W. Cook & Co., Inc. (“FW Cook”) to provide executive compensation consulting services. Pearl Meyer presented a summary executive compensation report to the Compensation Committee, which included data about the compensation paid by the companies included in our peer group and other employers who compete with us for executives. Additionally, Pearl Meyer has updated the Compensation Committee on new developments in areas that fall within the Compensation Committee’s jurisdiction and is available to advise the Compensation Committee regarding its responsibilities. Pearl Meyer serves solely at the discretion of the Compensation Committee and their fees are approved by the Compensation Committee.

The current members of our Compensation Committee are Dr. Chandran (Chair), Dr. Kompella, and Dr. Zhang. Our Board has determined that all Compensation Committee members are independent under Nasdaq’s listing standards, and that they are “non-employee directors” for purposes of Rule 16b-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Immediately following the 2025 Annual Meeting on June 5, 2025, Dr. Fernandes’ term as chair and each of Dr. Whittington’s and Ms. Castillo’s term as a member of the Compensation Committee ended, Dr. Chandran was appointed as chair of the Compensation Committee, and Dr. Zhang was appointed as a member of the Compensation Committee.

The Nominating and Corporate Governance Committee identifies qualified individuals for membership on the Board, recommends to the Board the director nominees to fill vacancies on the Board and to stand for election at the next annual meeting of stockholders, develops and recommends to the Board a set of corporate governance guidelines for the Board and provides oversight of the corporate governance affairs of the Board, as well as such other matters as directed by the Board or the Nominating and Corporate Governance Charter. Among other things, our Nominating and Corporate Governance Committee’s responsibilities include:

The Nominating and Corporate Governance Committee is responsible for identifying individuals that the Committee believes are qualified to become Board members, as described below in the section entitled “Board Structure and Composition.” Our Corporate Governance Guidelines provide that factors such as a candidate’s character, judgment, skills, expertise and absence of conflicts of interest be considered in determining director candidates. The Nominating and Corporate Governance Committee considers candidates proposed by our stockholders and reviews and evaluates information available to it regarding candidates proposed by stockholders and applies the same criteria, and follows substantially the same process in considering them, as it does in considering other candidates.

The members of our Nominating and Corporate Governance Committee are Ms. Castillo (Chair), Dr. Zhang, and Dr. Kompella. The Board has determined that all Nominating and Corporate Governance Committee members are independent under the listing standards of Nasdaq.

The Science and Technology Committee’s focus is to identify and assess business development opportunities that diversify and strengthen our product candidate portfolio. The Science and Technology Committee’s scientific expertise will actively provide direction to us in efforts to continue to expand on our mission of offering innovative solutions for unmet needs within healthcare. Among other things, our Science and Technology Committee’s responsibilities include:

The current members of our Science and Technology Committee are Dr. Kompella (Chair), Dr. Chandran, and Mr. Coleman. Our Board has determined that all Science and Technology Committee members are independent as set forth in Nasdaq’s listing standards. Immediately following the 2025 Annual Meeting on June 5, 2025, each of Dr. Fernandes’, Ms. Castillo’s and Dr. Zhang’s term as a member of the Science and Technology Committee ended, and Dr. Chandran and Mr. Coleman were appointed as members of the Science and Technology Committee.

Our Board is our ultimate decision-making body, except with respect to those matters reserved to the stockholders. Our Board selects the members of our senior management team, who in turn are responsible for our day-to-day operations. Our Board acts as an advisor and counselor to senior management and oversees their performance.

Our Board consists of directors divided into three classes, with each class holding office for a three-year term. Kirsten Castillo, MBA and Satish Chandran, Ph.D. have been nominated by our Board for election at the Annual Meeting to serve for three-year terms that will expire at our 2029 Annual Meeting of Stockholders and until their successors, if any, are elected and qualified, or until their earlier death, resignation, retirement, disqualification or other removal. 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, our 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.

The Nominating and Corporate Governance Committee of our Board is responsible for recommending the composition and structure of our Board and for developing criteria for Board membership. This Committee regularly reviews director competencies, qualities and experiences, with the goal of ensuring that our Board is comprised of an effective team of directors who function collegially and who are able to apply their experience toward meaningful contributions to our business strategy and oversight of our performance, risk management, organizational development and succession planning.

Our Bylaws provide that the number of members of our Board shall be fixed by the Board from time to time. Our Board is currently fixed at six members. Our Board is divided into three classes with staggered three-year terms. The Nominating and Corporate Governance Committee is responsible for identifying individuals that the Committee believes are qualified to become Board members.

The following table summarizes our current Board structure and key elements of our corporate governance framework:

The Nominating and Corporate Governance Committee has identified certain criteria that it will consider in identifying director nominees. Important general criteria and considerations for Board membership include:

In each of the director biographies above, we highlight the specific experience, qualifications, attributes and skills that led the Board to conclude that each director is qualified to serve on our Board.

Our Corporate Governance Guidelines provide that factors such as a candidate’s character, judgment, skills, expertise and absence of conflicts of interest be considered in determining director candidates. Our priority in selection of board members is identification of members who will further the interests of our stockholders through their established records of professional accomplishment, their ability to contribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards. The Nominating and Corporate Governance Committee and the full Board are committed to creating a board of directors that promotes our strategic objectives and fulfills its responsibilities to our stockholders.

Under Nasdaq’s listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. Our Board consults with our legal counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent Nasdaq listing standards, as in effect from time to time.

Our Board has determined that all our current directors and director nominees, except for Dr. Musunuri, are “independent” directors, as defined under the rules of Nasdaq. In making such determination, our Board considered the relationships that each such non-employee director has with us and all other facts and circumstances that our Board deemed relevant in determining his or her independence, including the beneficial ownership of our common stock by each non-employee director. Our independent directors generally meet in an executive session at each regularly scheduled Board meeting.

There are no arrangements or understandings between any of our director nominees, directors or executive officers and any other person pursuant to which any director nominee, director or executive officer was or is to be selected as a director nominee, director or executive officer, as applicable. Other than Mr. Coleman, the former President and Chief Executive officer of Endo International plc, which filed a petition for bankruptcy on behalf of itself and its subsidiaries in August 2022, no director has been involved in any legal proceedings required to be disclosed under Item 401(f) of Regulation S-K.

As presently constituted, the Board represents a deliberate mix of members who have a deep understanding of our business, as well as members who have different skill sets and points of view.

Our Board may, but is not required to, appoint a Lead Independent Director, who is selected by a majority of our independent directors and who will preside over executive sessions of the Board. From 2023 until her resignation at the 2025 Annual Meeting on June 5, 2025, Dr. Fernandes served as the Lead Independent Director. As of the date of this Proxy Statement, the Board has not appointed a Lead Independent Director. The Nominating and Corporate Governance Committee will periodically assess our Board’s leadership structure and determine whether the leadership structure is appropriate given our specific characteristics or circumstances.

During 2025, the Board met four times; its Audit Committee six times; its Compensation Committee met five times; its Nominating and Corporate Governance Committee met four times; and its Science and Technology Committee met four times.

Each member of our Board attended 75% or more of the aggregate of (i) the total number of meetings of the Board, and (ii) the total number of meetings held by the committees of the Board on which he or she served, during the portion of the fiscal year ended December 31, 2025 for which he or she was a director or committee member.

Directors are encouraged, but not required, to attend our annual stockholder meetings. All of the directors attended the 2025 Annual Meeting of Stockholders.

During 2025, Dr. Kompella, Dr. Fernandes, Ms. Castillo, Dr. Zhang, Dr. Chandran, and Dr. Whittington served as members of our Compensation Committee, with the terms of Dr. Fernandes, Dr. Whittington, and Ms. Castillo ending at the 2025 Annual Meeting and the terms of Dr. Zhang and Dr. Chandran beginning upon their election to the Board at the 2025 Annual Meeting. During 2025 and as of the date of this report, none of the members of the Compensation Committee was or is one of our officers or employees, and none of our executive officers has served or serves on the Compensation Committee or Board of any company that employed or employs any member of our Compensation Committee or Board.

The Board is committed to continuous improvement and annual self-evaluation is an important tool for evaluating effectiveness. The Board and each Committee conducts rigorous annual self-evaluations of their performance and effectiveness.

 

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:

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.

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.

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.

The following table sets forth the name, position, and age of each of our executive officers as of the date of this Proxy Statement:

We are committed to good corporate governance and integrity in our business dealings. Our governance practices are documented in our Charter, our Bylaws, our Code of Conduct, our Corporate Governance Guidelines and the charters of the Committees. Aspects of our governance documents are summarized below. You can find the charter for each Committee of the Board and our Code of Conduct on our website at https://ir.ocugen.com/corporate-governance.

We have a written set of Corporate Governance Guidelines that are designed to help ensure effective corporate governance of our Company. Our Corporate Governance Guidelines cover topics including, but not limited to, director responsibilities, director qualification standards, director access to management and independent advisors, board meetings and committees, director compensation, director orientation and continuing education, the periodic evaluations of our Board and its Committees, and succession planning. Succession planning for the Board is critical to our success. Our goal is to achieve a Board that provides effective oversight of the Company through the appropriate breadth of experience, expertise and skills. Our Corporate Governance Guidelines are reviewed periodically by the Nominating and Corporate Governance Committee to assess the adequacy of the corporate governance guidelines and recommend any proposed changes to the Board. The Corporate Governance Guidelines are amended by our Board when appropriate. The full text of our Corporate Governance Guidelines is available on our website at https://ir.ocugen.com/.

The Board’s role in risk oversight is consistent with our leadership structure, with management having day-to-day responsibility for assessing and managing our risk exposure and the Board actively overseeing management of our risks, both at the Board and Committee level. The risk oversight process includes receiving regular reports from Committees and our executive officers to enable our Board to understand our risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, cybersecurity, finance, legal, regulatory, strategic and reputational risk.

The Board focuses on the overall risks affecting us. Each Committee has been delegated the responsibility for the oversight of specific risks that fall within its areas of responsibility. For example:

While each Committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through Committee reports about such risks. Matters of significant strategic risk are considered by our entire Board.

We have a written Code of Conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Conduct covers fundamental ethical and compliance-related principles and practices such as accurate accounting records and financial reporting, avoiding conflicts of interest, the protection and use of our property, compliance with legal and regulatory requirements and internal reporting

procedures for violations of the code. The Code of Conduct is available on our website at https://ir.ocugen.com/corporate-governance and any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website or in a Current Report on Form 8-K which we will file with the SEC.

Only the Board may waive any specific provision of this Code of Conduct for directors and executive officers. The compliance officer may waive any specific provision of this Code of Conduct for employees other than directors and executive officers. In the event of an approved waiver involving the conduct of a director or executive officer, appropriate and prompt disclosure, including disclosure of the reasons for the waiver, must be made to our stockholders as required by applicable law and Nasdaq rules. The Board shall be responsible for monitoring compliance with the Code of Conduct and shall assess the adequacy of the Code of Conduct periodically and approve any changes to the Code of Conduct.

It is our policy to comply with applicable insider trading laws, rules and regulations, and any exchange listing standards when engaging in transactions in our securities.

Our insider trading policy applies to all of our employees, including our executive officers and directors. The policy, among other things, prohibits (i) trading in call or put options involving our securities and other derivative securities; (ii) engaging in short sales of our securities; (iii) holding our securities in a margin account or pledging our securities to secure margin or other loans; and (iv) engaging in any forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts.

Our Board adopted an amended and restated compensation recovery policy effective as of September 15, 2023, in compliance with the Nasdaq listing rules, which requires recovery from executive officers of incentive-based compensation that is earned, granted or vested based on the achievement of a financial reporting measure in the event of a required accounting restatement of previously issued financial statements. The recoverable compensation includes any compensation received after the effective date of the compensation recovery policy and in the three-year fiscal period preceding the date we were required to prepare the accounting restatement that is in excess of the amount that would have been earned, paid or vested had it been calculated based on the restated financial statements. Recovery is required regardless of fault or a covered officer’s role in the financial reporting process. The compensation recovery policy has been filed as Exhibit 97 to our Annual Report on Form 10-K for the year ended December 31, 2023. At no time during or after the year ended December 31, 2025, was the company required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the compensation recovery policy, nor was there, on December 31, 2025, an outstanding balance of erroneously awarded compensation to be recovered from the application of the policy to a prior restatement.

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on our review of Forms 3, 4 and 5, and any amendments thereto, filed by such reporting persons and/or written representations that no Form 5 was required, we believe that during the fiscal year ended December 31, 2025, all filing requirements applicable to our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities under the Exchange Act were met in a timely manner.

There are no family relationships among any of our directors or executive officers.

Our Board has adopted a Related Party Transactions Policy setting forth the policies and procedures for the review and approval or ratification of related party transactions. This policy covers any financial transactions, arrangements, or relationships, or any series of similar transactions, arrangements, or relationships, in which we were or are to be a participant in which any related person had, has, or will have a direct or indirect material interest. Our management team is responsible for determining whether a transaction is a related party transaction subject to our policy, and upon such determination, is responsible for disclosing the material facts concerning the transaction and the related party’s interest in the transaction to our Audit Committee. In reviewing and approving any such transactions, our Audit Committee is required to consider all available relevant facts and circumstances with respect to the transaction and shall evaluate all available options, including ratification, revision, or termination of the transaction. All of the transactions described under “Certain Relationships and Related Party Transactions” below were either approved or ratified in compliance with our Related Party Transactions Policy.

Described below are any transactions occurring since January 1, 2024 and any currently proposed transactions to which (i) the amount involved exceeded, or will exceed, $120,000 (or, if less than $120,000, 1% of the average of our total assets on December 31, 2024 and 2025); (ii) we were a party; and (iii) a director, executive officer, holder of more than 5% of our outstanding capital stock, or any member of such person’s immediate family that has or will have a direct or indirect material interest in the transaction, other than the compensation, termination, and change in control arrangements that are described in the “Executive Compensation” section.

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.

Our Charter and Bylaws require us to indemnify our directors and officers to the fullest extent permitted by Delaware law. We also entered into indemnity agreements with certain officers and directors. These agreements provide, among other things, that we will indemnify the officer or director, under the circumstances and to the extent provided for in the agreement, for expenses, damages, judgments, fines, and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, officer, or other agent of us, and otherwise to the fullest extent permitted under Delaware law and our Charter and Bylaws.

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.

 

 

The Audit Committee has appointed and engaged PwC to serve as our independent registered public accounting firm to audit our consolidated financial statements for the 2026 fiscal year and to perform audit-related services.

The Audit Committee works with our management in order to negotiate appropriate fees with our independent registered public accounting firm and is ultimately responsible for approving those fees. The following is a summary and description of fees for services provided by our independent registered public accounting firm, PwC, in fiscal year 2025, and PwC and Ernst & Young LLP (“Ernst & Young”), in fiscal year 2024. Other than as set forth below, no professional services were rendered, or fees billed by PwC during fiscal year 2025 or by PwC or Ernst & Young during fiscal year 2024.

“Audit Fees” means the fees billed or incurred by PwC for the year ended December 31, 2025 and by PwC and Ernst & Young for the year ended December 31, 2024 for professional services rendered in connection with the annual audit, and quarterly reviews of our consolidated financial statements for the years ended December 31, 2025 and 2024, fees for non-recurring transactions, and the fees billed in connection with the filing of registration statements with the SEC.

“Audit-Related Fees” consisted of amounts paid to PwC for the year ended December 31, 2025 for assurance and related services reasonably related to the performance of the audit or review of the financial statements and that are not reported under the “Audit Fees” category.

“Tax Fees” means fees for tax compliance and consulting matters. There were no such fees incurred during the year ended December 31, 2024. Tax fees for the year ended December 31, 2025 consisted of fees relating to transfer pricing projects.

“All Other Fees” relate to professional services not included in the categories above.

The Audit Committee is responsible for appointing, setting compensation for, and overseeing the work of our independent registered public accounting firm. The Audit Committee Charter establishes a policy that all audit and permissible non-audit services provided by our independent registered public accounting firm will be pre-approved by the Audit Committee. The Audit Committee can pre-approve specified services in defined categories of audit services and audit-related services up to specified amounts as part of the Audit Committee’s approval of the scope of the engagement of our independent registered public accounting firm or on an individual case-by-case basis before our independent registered public accounting firm is engaged to provide a service. All such services were pre-approved in accordance with this policy during the fiscal year ended December 31, 2025.

As previously disclosed, on May 31, 2024, Ernst & Young notified us of its decision to decline to participate in the request-for-proposal process and to decline to stand for re-election as our independent registered public accounting firm for fiscal year 2024, which decision was not the result of any disagreement with us.

The reports of Ernst & Young on our consolidated financial statements for the fiscal years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports of Ernst & Young on our consolidated financial statements as of and for the years ended December 31, 2023 and 2022 contained an explanatory paragraph which noted that we had suffered recurring losses from operations and there was substantial doubt as to our ability to continue as a going concern, and the audit report of Ernst & Young on our consolidated financial statements as of and for the year ended December 31, 2023 contained an explanatory paragraph related to the restatement of the 2022 consolidated financial statements.

During the years ended December 31, 2023 and 2022, and the subsequent interim period through May 31, 2024, there were (i) no disagreements between us and Ernst & Young on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to Ernst & Young’s satisfaction, would have caused Ernst & Young to make reference to the subject matter of the disagreement in connection with its report for such years, and (ii) no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K for such years and subsequent interim period through May 31, 2024, except for Ernst & Young’s communication of the material weakness in internal control over financial reporting as of December 31, 2023, as described in Part II, Item 9A (Controls and Procedures) of our Annual Report on Form 10-K for the year ended December 31, 2023, relating to the design and operating effectiveness of controls over the accounting for collaborative arrangements.

During the fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through May 31, 2024, neither our company nor anyone acting on its behalf consulted Ernst & Young regarding the application of accounting principles to a specified transaction, either completed or proposed or the type of audit opinion that might be rendered on our financial statements or any matter that was either the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to that Item) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

As a result of this process and in connection with evaluating the proposals from participating firms, on July 2, 2024, the Board approved the appointment of PwC as our independent registered public accounting firm for the fiscal year ending December 31, 2024 as Ernst & Young ceased providing services following the filing of our Form 10-Q for the quarter ending June 30, 2024.

During the two most recent fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through July 2, 2024, neither us nor anyone on our behalf consulted with PwC with respect to (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and neither a written report nor oral advice was provided to us that PwC concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

Ernst & Young has furnished our company with a letter addressed to the SEC stating that it agrees with the above statements, a copy of which is filed as Exhibit 16.1 to our Current Report on Form 8-K filed with the SEC on June 6, 2024.

The Audit Committee has reviewed and discussed the audited consolidated financial statements for the fiscal year ended December 31, 2025, with management and our independent registered public accounting firm, PwC. The Audit Committee has discussed with PwC the matters required to be discussed by the applicable requirements of the auditing standards of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence and has discussed with PwC the firm’s independence. Based on the foregoing, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our 2025 Annual Report for filing with the SEC.

Ocugen, Inc.

Audit Committee

Chair: Blaise Coleman, MBA

Kirsten Castillo, MBA

Satish Chandran, Ph.D.

The Audit Committee has appointed and engaged PwC to serve as our independent registered public accounting firm to audit our consolidated financial statements for the 2026 fiscal year and to perform audit-related services. Stockholders are hereby asked to ratify the Audit Committee’s appointment of PwC as our independent registered public accounting firm for the 2026 fiscal year.

The Audit Committee is solely responsible for selecting our independent auditors. Although stockholder ratification of the appointment of PwC to serve as our independent registered public accounting firm is not required by law or our organizational documents, the Board has determined that it is desirable to seek stockholders’ ratification as a matter of good corporate governance in view of the critical role played by independent registered public accounting firms in maintaining the integrity of financial controls and reporting. If the stockholders do not ratify the appointment of PwC, the Audit Committee will reconsider its selection and whether to engage an alternative independent registered public accounting firm.

Representatives of PwC are expected to attend the Annual Meeting where they will be available to respond to appropriate questions and, if they desire, to make a statement.

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:

The compensation paid during the year ended December 31, 2025 to Ocugen’s NEOs consisted of the following components:

Base salary represents the fixed portion of an executive officer’s compensation and is intended to provide compensation for day-to-day performance. The Compensation Committee believes that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. Base salaries are reviewed annually, typically in connection with the annual performance review process, and adjusted from time to time to consider market levels, individual responsibilities, performance, and experience.

For the 2025 fiscal year, the annual base salary for Dr. Musunuri, Mr. Ramachandran, Dr. Upadhyay, and Dr. Qamar was equal to $757,900, $360,500, $480,186, and $448,050, respectively.

The Compensation Committee believes that performance-based cash incentive bonuses play an important role in providing incentives to executives to achieve annual corporate goals. For fiscal year 2025, the Compensation Committee approved target annual incentive bonuses and developed a framework for determining the payout percentage.

Each NEO has a target annual cash incentive amount, which is expressed as a percentage of his or her salary. This target is set forth in each such NEO’s employment agreement and is evaluated by our Compensation Committee annually based upon a review of the peer group and industry data provided by the committee’s independent compensation consultant, as well as other items used in the process for determining executive officer compensation, as described above. From time to time, our Board or Compensation Committee may approve other discretionary or formulaic annual bonuses for the NEOs based on corporate performance for our chief executive officer and corporate and individual performance for our other NEOs, as otherwise determined to be appropriate.

For the 2025 fiscal year, our Board approved annual incentive targets for Dr. Musunuri, Mr. Ramachandran, Dr. Upadhyay, and Dr. Qamar, which was equal to 66%, 40%, 45%, and 45%, respectively, of such NEO’s annual base salary.

The corporate performance metrics for 2025 included advancing product pipeline, strengthening financial position and ensuring long-term stability, and retaining and optimizing key talent. Based on the Compensation Committee’s evaluation of performance relative to these predetermined objectives, together with consideration of other important business factors, the Compensation Committee recommended, and the Board approved, an annual cash bonus for Dr. Musunuri at the full target amount. The Compensation Committee also approved annual cash bonuses for the Company’s other named executive officers at approximately the full target amount.

We believe that equity grants provide our NEOs with a strong link to long-term performance and retention incentives, create an ownership culture, and help to align the interests of executive officers and stockholders.

Our general practice has been to grant equity awards to each executive officer at the commencement of employment and, thereafter, to provide annual equity awards for performance and retention purposes. Awards may take the form of stock options, time-based restricted stock units (“RSUs”), or performance-based restricted stock units (“PSUs”). The size and value of annual equity awards are determined based on the considerations included in our executive compensation framework and, for 2025, were informed in part by the recommendations of FW Cook.

For 2025, our long-term incentive (“LTI”) mix consisted of 50% stock options and 50% PSUs. The PSUs are earned based on the achievement of pre-established performance objectives over a three-year performance period, further aligning executive compensation with the Company’s long-term strategic goals and stockholder value creation.

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.