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.
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