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 BLAs by 2028.

• Strengthened financial position through licensing agreements and equity offerings, extending cash runway into Q1 2027.

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

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

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 (say-on-pay) and on the preferred frequency of future say-on-pay votes (Board recommends annual frequency).

• Approval of a reverse stock split at a ratio between 1:4 and 1:8, at the Board's discretion.

• Approval of adjournment of the Annual Meeting if additional proxy solicitation is needed.

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 chaired by independent directors.

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

• Director compensation includes cash retainers and equity grants, with stock ownership guidelines in place.