Ocugen (OCGN) Proxy filing summary

Executive summary

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

• Strengthened financial position with $22.5 million raised in January 2026 and an additional $15 million from warrant exercises, extending cash runway into Q1 2027.

• Entered a regional licensing agreement for OCU400 in Korea, expanding market access while retaining U.S. and Europe rights.

• Enhanced leadership team with key executive appointments in commercial, financial, and operational roles.

Voting matters and shareholder proposals

• Election of two class III directors for three-year terms expiring at the 2029 Annual Meeting.

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

• Advisory vote on executive compensation and preferred frequency for future say-on-pay votes (Board recommends annual frequency).

• Approval of a reverse stock split at a ratio between 1:2 and 1:8, at Board discretion.

• Approval of adjournment of the Annual Meeting if more time is needed to solicit votes for the reverse stock split.

Board of directors and corporate governance

• Board consists of six members, five of whom are independent; directors serve staggered three-year terms.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Science and Technology, all composed of independent directors.

• Annual self-evaluations are conducted for the Board and committees to ensure effectiveness.

• Director compensation includes cash retainers and equity grants, with stock ownership guidelines requiring directors to hold shares worth at least five times the annual base cash retainer.