Ocugen (OCGN) Proxy filing summary

Executive summary

• Achieved significant progress in gene therapy clinical programs, including completion of Phase 3 enrollment for OCU400 and positive Phase 2 data for OCU410 and OCU410ST, targeting major blindness diseases with potential for three BLAs by 2028.

• Strengthened financial position through a $22.5 million direct offering and $15 million from warrant exercises, supporting ongoing development and commercialization efforts.

• Enhanced leadership team with key appointments in commercial, financial, and operational roles to support transition to a commercial-stage company.

• Maintained a strong focus on performance-based executive compensation and alignment with shareholder value creation.

Voting matters and shareholder proposals

• Election of two class III directors, Kirsten Castillo and Satish Chandran, for three-year terms expiring at the 2029 Annual Meeting.

• Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.

• Advisory vote on executive compensation (say-on-pay) and on the preferred frequency of future say-on-pay votes, with the Board recommending annual frequency.

Board of directors and corporate governance

• Board consists of six members divided into three classes, with five independent directors and annual self-evaluations for effectiveness.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Science and Technology, each with defined responsibilities and independent membership.

• Board members bring diverse expertise in biotech, finance, operations, and governance, with clear criteria for director qualifications and independence.

• No family relationships among directors or executive officers; robust policies for related party transactions and indemnification agreements in place.