Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director’s Decision Not to Stand for Re-Election at the
Annual Meeting
On March 17, 2022, Manish Potti, a
member of the Board of Directors (the “Board”) of Ocugen, Inc. (the “Company”), notified the Board
that he will not stand for re-election as a Class II director at the Company’s 2022 annual meeting of stockholders (the “Annual
Meeting”), and therefore, will no longer serve as a director of the Company or on any committee of the Board, effective as of the
Annual Meeting. Mr. Potti’s decision to not stand for re-election at the Annual Meeting
was for personal reasons and did not result from any disagreement with the Company on matters relating to the Company’s operations,
policies or practices. The Company extends its gratitude to Mr. Potti for his service to the Board and wishes him the best in his
future endeavors.
Expansion of Board and Appointment of New Directors
On March 17, 2022, the Board increased the size of the Board from
seven to eight members, and appointed Marna Whittington, Ph.D. as a Class II director, effective March 21, 2022. The Board also
approved decreasing the size of the Board to seven directors following the Annual Meeting.
As a non-employee director, Dr. Whittington will be compensated
for her services in the manner described in the Company’s current Non-Employee Director Compensation Policy (the “Policy”).
In accordance with the Policy, upon commencement of her service as a director on March 21, 2022, Dr. Whittington received an
initial option grant (the “Initial Grant”) to purchase shares of the Company’s common stock, par value $0.01 per share
(the “Common Stock”), with a grant date fair value of $285,000, at an exercise price equal to the closing price per share
of the Company’s Common Stock on The Nasdaq Capital Market on March 21, 2022. The Initial Grant will vest over a three-year
period in equal monthly installments beginning on April 21, 2022, subject to Dr. Whittington’s continuous service through
such applicable vesting dates.
There are no arrangements or understandings between Dr. Whittington,
on the one hand, and any other persons, on the other hand, pursuant to which Dr. Whittington was selected as a director. Dr. Whittington
does not have a family relationship with any director or executive officer of the Company. Furthermore, there are no transactions between
Dr. Whittington and the Company that would be required to be reported under Item 404(a) of Regulation S-K of the Securities
Exchange Act of 1934, as amended.
Chief Accounting Officer Amended and Restated Employment Agreement
Following her previously announced appointment
to the positions of Chief Accounting Officer and Senior Vice President, Finance, the Board approved an amended and restated employment
agreement (the “Employment Agreement”) between the Company and Jessica Crespo. Pursuant to the Employment Agreement, dated
as of March 18, 2022, Ms. Crespo will receive an annual base salary of $375,000 and will have a target annual bonus opportunity
at least equal to 40% of her base salary.
Under the Employment Agreement, if Ms. Crespo’s employment
is terminated by the Company “without cause” or by her for “good reason” (each as defined in her employment agreement),
Ms. Crespo will be entitled to (i) continued payment of her then-current annual base salary for twelve months, and (ii) payment
of her COBRA premiums for continued health benefit coverage for up to twelve months. In addition, if such termination occurs within three
months prior to or within 12 months following a “change of control” (as defined in the employment agreement), Ms. Crespo
would also be entitled to (i) a lump sum payment equal to 75% of her then-current target bonus; and (ii) immediate vesting of
any then otherwise unvested equity awards. These severance benefits would be conditioned on Ms. Crespo’s execution of a release
of claims against the Company and its affiliates.
The foregoing description of the Employment Agreement does not purport
to be complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which will be filed with the Company’s
next periodic report.
In addition, in connection with her appointment, Ms. Crespo was
awarded the following equity awards on March 18, 2022: (i) a stock option with a grant date fair value of $225,000, with such
grant date fair value determined using a Black-Scholes model based on the trailing average price of Common Stock on The Nasdaq Capital
Market for the thirty trading days immediately preceding the grant date (the “Trailing Average Price”), and (ii) restricted
stock units with respect to a number of shares of Common Stock determined by dividing $75,000 by the Trailing Average Price. These equity
awards vest in three equal annual installments, subject in each case to Ms. Crespo’s continued service to the Company through
the applicable vesting date.