Ocugen (OCGN): executive pay, fiscal 2025

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CEO total pay$4,841,822CEO Shankar Musunuri · source

Say-on-pay support79.05%Latest vote · source

CEO vs. named peers71st pct.Against its disclosed peer group

CEO pay ratio2:1To the median employee · source

CEO pay, last three years

$4,535,231FY2023
$1,941,539FY2024
$4,841,822FY2025

CEO total pay was $4,841,822 in fiscal 2025, up from $1,941,539 in fiscal 2024.

FY2025: salary $757,900 · bonus $500,214 · stock awards $2,194,445 · option awards $1,385,871

Executives and directors

Arun Upadhyay · Chief Scientific Officer Huma Qamar · Chief Medical Officer Ramesh Ramachandran · Chief Accounting Officer Shankar Musunuri · CEO Blaise Coleman, MBA · Independent Director Junge Zhang, Ph.D · Independent Director Kirsten Castillo, MBA · Independent Director Marna C. Whittington, Ph.D · Former director (through FY2025)Prabhavathi Fernandes, Ph.D., FIDSA · Former director (through FY2025)Satish Chandran, Ph.D · Independent Director Uday B. Kompella, Ph.D · Independent Director

Frequently asked questions

Who was the highest-paid executive at Ocugen in fiscal 2025?

As disclosed, Shankar Musunuri (Chief Executive Officer, Chairman and Co-Founder) was the highest-paid executive at Ocugen in fiscal 2025, with total compensation of $4,841,822.

How does Ocugen's chief executive pay compare to its disclosed peer group?

As disclosed, Shankar Musunuri's total compensation ranked at the 71st percentile of Ocugen's disclosed peer group.

What is Ocugen's CEO-to-median employee pay ratio?

As disclosed, Ocugen's CEO-to-median employee pay ratio was 2:1.

How did shareholders vote on Ocugen's executive compensation?

As disclosed, 79.05% of shareholders supported Ocugen's executive compensation in the latest say-on-pay vote.

How much does Ocugen spend in total on board compensation for fiscal 2025?

As disclosed, Ocugen reported total board compensation of $349,041 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

Full detail

Every table from the filing. Open any section.

Summary compensation table

Named executive officer	Salary	Bonus	Stock awards	Option awards	Non-equity incentive	Pension / NQDC	All other	Total
Shankar Musunuri	$757,900	$500,214	$2,194,445	$1,385,871	$0	$0	$3,392	$4,841,822
Chief Executive Officer, Chairman and Co-Founder
Huma Qamar	448,050	190,130	1,375,478	868,975	0	0	5,847	2,888,481
Chief Medical Officer
Huma CMI	448,050	190,130	1,375,478	868,975	0	0	5,847	2,888,481
Chief Medical Officer
Arun Upadhyay	480,146	209,601	877,778	554,500	0	0	14,004	2,136,069
Chief Scientific Officer
Ramesh Ramachandran	360,500	137,927	420,455	266,708	0	0	6,498	1,192,089
Chief Accounting Officer
Ramesh CMA	360,500	137,927	420,455	266,708	0	0	6,498	1,192,089
Chief Accounting Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officer	FY2025 total	FY2024 total	FY2023 total	Δ FY2024→2025
Shankar Musunuri	$4,841,822	$1,941,539	$4,535,231	↑ +2,900,283
Huma Qamar	2,888,481	1,725,700	—	↑ +1,162,781
Huma CMI	2,888,481	1,725,700	—	↑ +1,162,781
Arun Upadhyay	2,136,069	870,869	1,384,076	↑ +1,265,200
Ramesh Ramachandran	1,192,089	—	—	—
Ramesh CMA	1,192,089	—	—	—

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

Incentive-plan design — the Compensation Discussion & Analysis

The compensation program is designed to attract, motivate, and retain individuals committed to the company's values and goals, aligning pay with performance and supporting the attraction, retention, and motivation of key executive talent.

CEO STI target (% of salary)	—
CEO LTI target (% of salary)	—
Independent consultant	Pearl Meyer & Partners LLC
Clawback policy	true
Anti-hedging	true
Anti-pledging	true

Equity grants and outstanding awards

Grants of plan-based awards — fiscal year 2025

Executive	Award	Grant date	Threshold	Target	Granted	Maximum	Grant-date fair value
Ramesh CMA	OPTION	2025-01-02	—	—	350,146	—	$266,708
Huma CMI	OPTION	2025-01-02	—	—	1,145,468	—	868,975
Shankar Musunuri	OPTION	2025-01-02	—	—	1,827,485	—	1,385,871
Arun Upadhyay	OPTION	2025-01-02	—	—	730,994	—	554,500

Vehicle mix — grant-date fair value by award type

Named executive officer	Time-vested (RSU)	Performance-vested (PSU)	Options / SARs	% performance-vested
Ramesh CMA	$0	$0	$266,708	0.0%
Huma CMI	0	0	868,975	0.0%
Shankar Musunuri	0	0	1,385,871	0.0%
Arun Upadhyay	0	0	554,500	0.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

Outstanding equity awards at fiscal year-end 2025

Executive	Award	Shares unvested	Exercise price	Market value unvested
Shankar Musunuri	RSU	410	—	$553
Arun Upadhyay	Option	91,863	0.66	—
Ramesh Ramachandran	Option	103,064	1.17	—
Arun Upadhyay	RSU	105,308	—	142,166
Shankar Musunuri	Option	111,111	0.9	—
Huma CMI	Option	111,111	0.9	—
Arun Upadhyay	RSU	114,754	—	154,918
Arun Upadhyay	Option	126,452	1.25	—
Ramesh Ramachandran	Option	150,797	0.9	—
Arun Upadhyay	Option	188,539	0.9	—
Ramesh Ramachandran	Option	199,349	0.9	—
Huma CMI	RSU	256,885	—	346,795
Ramesh Ramachandran	RSU	266,111	—	359,250
Shankar Musunuri	Option	328,084	0.66	—
Shankar Musunuri	RSU	491,803	—	663,934
Arun Upadhyay	Option	542,455	0.9	—
Arun Upadhyay	RSU	555,556	—	750,001
Shankar Musunuri	Option	590,551	1.25	—
Huma CMI	RSU	870,556	—	1,175,251
Huma CMI	Option	1,034,357	0.9	—
Shankar Musunuri	RSU	1,388,889	—	1,875,000
Shankar Musunuri	Option	1,716,374	0.9	—
Huma CMI	Option	2,056,435	1.59	—

Director compensation

Director	Cash fees	Stock awards	Option awards	Non-equity incentive	All other	Total
Uday B. Kompella, Ph.DIndependent · Compensation · Nominating and Corporate Governance · Science and Technology (Chair) · Partial-year service	$67,500	$0	$143,750	—	$0	$211,250
Satish Chandran, Ph.DIndependent · Compensation (Chair) · Audit · Science and Technology · Partial-year service · Newly elected	41,429	0	143,750	—	20,000	205,179
Kirsten Castillo, MBAIndependent · Audit · Nominating and Corporate Governance (Chair) · Compensation · Partial-year service · Newly elected	60,000	0	143,750	—	0	203,750
Junge Zhang, Ph.DIndependent · Compensation · Nominating and Corporate Governance · Science and Technology · Partial-year service	52,500	0	143,750	—	0	196,250
Blaise Coleman, MBAIndependent · Audit (Chair) · Science and Technology · Partial-year service · Newly elected	38,571	0	143,750	—	0	182,321
Prabhavathi Fernandes, Ph.D., FIDSAIndependent · Compensation · Departed during FY · Partial-year service	39,897	0	0	—	0	39,897
Marna C. Whittington, Ph.DIndependent · Compensation · Not standing for re-election · Departed during FY · Partial-year service	29,144	0	0	—	0	29,144

Board fee structure and ownership guideline

Annual cash retainer	$40,000
Annual equity retainer	$115,000
Per board meeting fee	—
Committee chair fees (audit / comp / nom-gov)	20,000 / 15,000 / 10,000
Stock ownership guideline	$5

Total cost of the board

Component	FY2025
Cash retainers and fees	$329,041
Equity awards (grant-date value)	$0
All other compensation	$20,000
Total cost of the board	$349,041

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

Peer group, and who names Ocugen as a peer

Companies that benchmark against OCGN

2 companies name OCGN as a compensation peer

The list of companies that name OCGN as a peer is temporarily unavailable — recheck shortly.

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.

Rank	Company	FY	Chief executive	Salary	Stock awards	Option awards	Non-equity incentive	Total
1	Ocugen	2025	Shankar Musunuri	$757,900	$2,194,445	$1,385,871	$0	$4,841,822

Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

Say-on-pay history and pay ratio

Meeting year	Meeting date	For	Against	Abstain	Support	Outcome
2026	2026-06-11	49,968,948	13,245,090	1,505,123	79.05%	Passed
2025	2025-06-05	31,296,206	6,759,801	2,832,759	82.24%	Passed
2024	2024-06-28	48,751,037	10,722,166	1,814,502	81.97%	Passed
2023	2023-06-23	45,683,929	29,453,107	4,616,956	60.8%	Passed
2022	2022-06-07	49,150,676	14,207,226	2,113,496	77.58%	Passed
2021	2021-07-02	47,559,375	16,714,462	2,340,271	73.99%	Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.

Say-on-pay — history, company’s computation

Meeting year	Meeting date	Approval — company’s computation
2026	2026-06-11	79.05%^a
2025	2025-06-05	82.24%^b
2024	2024-06-28	81.97%^c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

c. Approved under the standard stated in the filing — “57.28% of votes cast (% of votes For / For + Against + Abstentions)”.

Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

CEO pay ratio

Ratio (CEO : median employee)	2 : 1
CEO total compensation	$4,841,822
Median employee compensation	—

Insider trades since the proxy

No insider equity transactions reported since the proxy statement.

Sources (25 citations)

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

Section 01, Shankar Musunuri. DEF 14A, filed 2026-04-28. Section “2025 EXECUTIVE COMPENSATION TABLES” · page 28. As printed: 4,841,822. View filing ↗
Section 01, Huma Qamar. DEF 14A, filed 2026-04-28. Section “2025 EXECUTIVE COMPENSATION TABLES”. As printed: 2,888,481. View filing ↗
Section 01, Huma CMI. DEF 14A, filed 2026-04-28. Section “2025 EXECUTIVE COMPENSATION TABLES”. As printed: 2,888,481. View filing ↗
Section 01, Arun Upadhyay. DEF 14A, filed 2026-04-28. Section “2025 EXECUTIVE COMPENSATION TABLES”. As printed: 2,136,069. View filing ↗
Section 01, Ramesh Ramachandran. DEF 14A, filed 2026-04-28. Section “2025 EXECUTIVE COMPENSATION TABLES”. As printed: 1,192,089. View filing ↗
Section 01, Ramesh CMA. DEF 14A, filed 2026-04-28. Section “2025 EXECUTIVE COMPENSATION TABLES”. As printed: 1,192,089. View filing ↗
Section 03, Ramesh CMA OPTION. DEF 14A, filed 2026-04-28. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
Section 03, Huma CMI OPTION. DEF 14A, filed 2026-04-28. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
Section 03, Shankar Musunuri OPTION. DEF 14A, filed 2026-04-28. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
Section 03, Arun Upadhyay OPTION. DEF 14A, filed 2026-04-28. Section “Executive Compensation” · grants of plan-based awards table. View filing ↗
Section 07, pay ratio. DEF 14A, filed 2026-04-28. Section “CEO Pay Ratio”. As printed: 2 : 1. View filing ↗
Section 08, Uday B. Kompella, Ph.D. DEF 14A, filed 2026-04-28. Section “Director Compensation”. As printed: 211,250. View filing ↗
Section 08, Satish Chandran, Ph.D. DEF 14A, filed 2026-04-28. Section “Director Compensation”. As printed: 205,179. View filing ↗
Section 08, Kirsten Castillo, MBA. DEF 14A, filed 2026-04-28. Section “Director Compensation”. As printed: 203,750. View filing ↗
Section 08, Junge Zhang, Ph.D. DEF 14A, filed 2026-04-28. Section “Director Compensation”. As printed: 196,250. View filing ↗
Section 08, Blaise Coleman, MBA. DEF 14A, filed 2026-04-28. Section “Director Compensation”. As printed: 182,321. View filing ↗
Section 08, Prabhavathi Fernandes, Ph.D., FIDSA. DEF 14A, filed 2026-04-28. Section “Director Compensation”. As printed: 39,897. View filing ↗
Section 08, Marna C. Whittington, Ph.D. DEF 14A, filed 2026-04-28. Section “Director Compensation”. As printed: 29,144. View filing ↗
Section 06, 2026 vote. Form 8-K, filed 2026-06-11. Item 5.07 · say-on-pay result. As reported: 79.05% (votes for as printed: 49,968,948). View filing ↗
Section 06, 2025 vote. Form 8-K, filed 2025-06-05. Item 5.07 · say-on-pay result. As reported: 82.24% (votes for as printed: 31,296,206). View filing ↗
Section 06, 2024 vote. Form 8-K, filed 2024-06-28. Item 5.07 · say-on-pay result. As reported: 81.97% (votes for as printed: 48,751,037). View filing ↗
Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
Section 09b board cost (computed). Computed. Cash 329,041 + equity 0 + all other 20,000 = 349,041, summed across the director compensation table rows.
Ocugen (subject), Section 10b CEO total. DEF 14A, filed 2026-04-28. CEO total compensation as printed in Ocugen's own proxy. As printed: 4,841,822. View filing ↗