Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-11

Ocugen (OCGN)

CEO Shankar Musunuri was paid $4,841,822 in fiscal year 2025, ↑ up 149.4% from fiscal year 2024 (SEC filing 0001140361-26-017260 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$4,841,822 ↑
Shankar Musunuri total, FY2025
—
CEO pay percentile vs peers
2:1
CEO-to-median pay ratio
79.05%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Shankar Musunuri (Chief Executive Officer, Chairman and Co-Founder), FY2025 total compensation $4,841,822 (base salary $757,900) [exec_comp, SEC accession 0001140361-26-017260, filed 2026-04-28]

Answered within 24 hours, every figure cited to its SEC filing. If our database cannot answer your question, you are refunded automatically.

OCGN's next annual pay disclosure, estimated May 1, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
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 Qamar448,050190,1301,375,478868,975005,8472,888,481
Chief Medical Officer
Arun Upadhyay480,146209,601877,778554,5000014,0042,136,069
Chief Scientific Officer
Ramesh Ramachandran360,500137,927420,455266,708006,4981,192,089
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 officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Shankar Musunuri$4,841,822$1,941,539—↑ +2,900,283
Huma Qamar2,888,4811,725,700—↑ +1,162,781
Arun Upadhyay2,136,069870,869—↑ +1,265,200
Ramesh Ramachandran1,192,089———

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

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Companies that benchmark against OCGN
2 companies name OCGN as a compensation peer

Each company listed discloses OCGN in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named OCGN in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2025 total
Arun UpadhyayChief Scientific Officer$2,136,069
Huma QamarChief Medical Officer$2,888,481
Ramesh RamachandranChief Accounting Officer$1,192,089
Shankar MusunuriCEO$4,841,822
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Blaise Coleman, MBAIndependent Director$182,321
Junge Zhang, Ph.DIndependent Director$196,250
Kirsten Castillo, MBAIndependent Director$203,750
Marna C. Whittington, Ph.DFormer director (through FY2025)$29,144
Prabhavathi Fernandes, Ph.D., FIDSAFormer director (through FY2025)$39,897
Satish Chandran, Ph.DIndependent Director$205,179
Uday B. Kompella, Ph.DIndependent Director$211,250
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Arun UpadhyayRSU114,754—$154,918
Arun UpadhyayRSU555,556—750,001
Huma QamarOption1,034,3570.9—
Huma QamarOption199,3490.9—
Huma QamarOption150,7970.9—
Huma QamarRSU256,885—346,795
Shankar MusunuriOption1,827,4850.9—
Huma QamarOption111,1110.9—
Shankar MusunuriOption328,0840.66—
Shankar MusunuriRSU1,388,889—1,875,000
Shankar MusunuriRSU491,803—663,934
Huma QamarRSU266,111—359,250
Arun UpadhyayRSU105,308—142,166
Shankar MusunuriRSU529,764—0
Shankar MusunuriOption590,5511.25—
Shankar MusunuriOption111,1110.9—
Shankar MusunuriOption1,716,3740.9—
Arun UpadhyayOption126,4521.25—
Arun UpadhyayOption91,8630.66—
Arun UpadhyayOption730,9940.9—
Arun UpadhyayOption188,5390.9—
Arun UpadhyayOption542,4550.9—
Huma QamarOption2,056,4351.59—
Huma QamarOption103,0641.17—
Huma QamarRSU870,556—1,175,251
Arun UpadhyayOption350,1460.9—
Huma QamarOption1,145,4680.9—
05

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 consultantPearl Meyer & Partners LLC
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-1149,968,94813,245,0901,505,12379.05%Passed
20252025-06-0531,296,2066,759,8012,832,75982.24%Passed
20242024-06-2848,751,03710,722,1661,814,50281.97%Passed
20232023-06-2345,683,92929,453,1074,616,95660.8%Passed
20222022-06-0749,150,67614,207,2262,113,49677.58%Passed
20212021-07-0247,559,37516,714,4622,340,27173.99%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 yearMeeting dateApproval — company's computation
20262026-06-1179.05%a
20252025-06-0582.24%b
20242024-06-2881.97%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.

07

CEO pay ratio

Ratio (CEO : median employee)2 : 1
CEO total compensation$4,841,822
Median employee compensation—
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
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 elected41,4290143,750—20,000205,179
Kirsten Castillo, MBAIndependent · Audit · Nominating and Corporate Governance (Chair) · Compensation · Partial-year service · Newly elected60,0000143,750—0203,750
Junge Zhang, Ph.DIndependent · Compensation · Nominating and Corporate Governance · Science and Technology · Partial-year service52,5000143,750—0196,250
Blaise Coleman, MBAIndependent · Audit (Chair) · Science and Technology · Partial-year service · Newly elected38,5710143,750—0182,321
Prabhavathi Fernandes, Ph.D., FIDSAIndependent · Compensation · Departed during FY · Partial-year service39,89700—039,897
Marna C. Whittington, Ph.DIndependent · Compensation · Not standing for re-election · Departed during FY · Partial-year service29,14400—029,144
Shankar Musunuri, Ph.D., MBAEmployee director · Board Chair · Partial-year service—————0
09

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
09b

Total cost of the board

ComponentFY2025
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.

10b

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.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Ocugen2025Shankar 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.

10d

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.
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.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Shankar MusunuriDEF 14A2026-04-280001140361-26-017260Section “2025 EXECUTIVE COMPENSATION TABLES”. As printed: 4,841,822. Filing ↗machine: r2 · c22 · span 505124–505133
2Section 01, Huma QamarDEF 14A2026-04-280001140361-26-017260Section “2025 EXECUTIVE COMPENSATION TABLES”. As printed: 2,888,481. Filing ↗machine: r7 · c22 · span 528169–528178
3Section 01, Arun UpadhyayDEF 14A2026-04-280001140361-26-017260Section “2025 EXECUTIVE COMPENSATION TABLES”. As printed: 2,136,069. Filing ↗machine: r5 · c22 · span 519205–519214
4Section 01, Ramesh RamachandranDEF 14A2026-04-280001140361-26-017260Section “2025 EXECUTIVE COMPENSATION TABLES”. As printed: 1,192,089. Filing ↗machine: r4 · c22 · span 514772–514781
5Section 07, pay ratioDEF 14A2026-04-280001140361-26-017260Section “CEO Pay Ratio”. As printed: 2 : 1. Filing ↗
6Section 08, Uday B. Kompella, Ph.DDEF 14A2026-04-280001140361-26-017260Section “Director Compensation”. As printed: 211,250. Filing ↗machine: span 369418–369599
7Section 08, Satish Chandran, Ph.DDEF 14A2026-04-280001140361-26-017260Section “Director Compensation”. As printed: 205,179. Filing ↗machine: span 372320–372501
8Section 08, Kirsten Castillo, MBADEF 14A2026-04-280001140361-26-017260Section “Director Compensation”. As printed: 203,750. Filing ↗machine: span 381847–382028
9Section 08, Junge Zhang, Ph.DDEF 14A2026-04-280001140361-26-017260Section “Director Compensation”. As printed: 196,250. Filing ↗machine: span 378554–378735
10Section 08, Blaise Coleman, MBADEF 14A2026-04-280001140361-26-017260Section “Director Compensation”. As printed: 182,321. Filing ↗machine: span 375615–375796
11Section 08, Prabhavathi Fernandes, Ph.D., FIDSADEF 14A2026-04-280001140361-26-017260Section “Director Compensation”. As printed: 39,897. Filing ↗machine: span 387644–387866
12Section 08, Marna C. Whittington, Ph.DDEF 14A2026-04-280001140361-26-017260Section “Director Compensation”. As printed: 29,144. Filing ↗machine: span 384843–385066
13Section 08, Shankar Musunuri, Ph.D., MBADEF 14A2026-04-280001140361-26-017260Section “Director Compensation”. As printed: 0. Filing ↗
14Section 06, 2026 voteForm 8-K2026-06-110001104659-26-073015Item 5.07 · say-on-pay result. As reported: 79.05% (votes for as printed: 49,968,948). Filing ↗
15Section 06, 2025 voteForm 8-K2025-06-050001104659-25-056875Item 5.07 · say-on-pay result. As reported: 82.24% (votes for as printed: 31,296,206). Filing ↗
16Section 06, 2024 voteForm 8-K2024-06-280001104659-24-076278Item 5.07 · say-on-pay result. As reported: 81.97% (votes for as printed: 48,751,037). Filing ↗
17Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
18Section 09b board cost (computed)Computed——Cash 329,041 + equity 0 + all other 20,000 = 349,041, summed across the director compensation table rows.machine: formula: Σ = 349,041
19Ocugen (subject), Section 10b CEO totalDEF 14A2026-04-280001140361-26-017260CEO total compensation as printed in Ocugen's own proxy. As printed: 4,841,822. Filing ↗machine: r2 · c22 · span 505124–505133