Arun Upadhyay
OcugenAbout Arun Upadhyay
Arun Upadhyay, Ph.D., 43, is Ocugen’s Chief Scientific Officer (CSO) since September 2022 and became an executive officer effective January 1, 2023, after joining Ocugen in February 2017 and rising through R&D leadership roles; he holds a Ph.D. in Biotechnology (National Institute of Immunology), an MSc in Biotechnology (Jawaharlal Nehru University), and a BSc from Banaras Hindu University, with 40+ publications, 15+ patents, and an AAPS “Innovation in Nanotechnology Award.” His background spans discovery, preclinical and clinical development of mAbs, bispecifics, vaccines, and cell/gene therapies, with end‑to‑end responsibilities in process/analytical development, tech-transfer, scale-up, manufacturing, and clinical supply logistics . Company TSR context: the value of a fixed $100 investment was $111 in 2023 and $155 in 2024, while net loss improved from $(63)M in 2023 to $(54)M in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ocugen | Chief Scientific Officer; Executive Officer | Sep 2022–present; Exec officer since Jan 1, 2023 | Leads multidisciplinary R&D across mAbs, bispecifics, vaccines, and cell/gene therapies; oversees process/analytical development, formulation, tech-transfer, scale-up, manufacturing, and clinical supply chain . |
| Ocugen | SVP & Head of R&D | Dec 2021–Sep 2022 | Advanced discovery through clinical development; managed manufacturing and operations . |
| Ocugen | VP & Head of R&D | Dec 2020–Dec 2021 | Led R&D progression from small molecules to advanced modalities . |
| Ocugen | Senior Director, Head of Discovery | Dec 2018–Dec 2020 | Directed discovery programs and early pipeline . |
| Ocugen | Senior/Principal Scientist | Feb 2017–Dec 2018 | Contributed to molecular/cell biology work and therapeutic design . |
| Ocugen | Took on additional responsibilities as Head of Research, Development, and Medical | Apr 2023 | Expanded remit to medical leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Colorado Denver, Dept. of Pharmaceutical Sciences | Led ophthalmic drug development and delivery research | Not disclosed | Designed therapeutics; engineered biopolymer scaffolds; developed targeted delivery systems and vaccine antigen encapsulation to enhance immunogenicity . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 466,200 | 466,200 |
| Target Bonus (% of salary) | 45% | 45% |
| Actual Bonus Paid ($) | 126,398 (paid following FY2023) | 169,720 (paid following FY2024) |
| All Other Compensation ($) | 5,458 | 13,710 |
Notes: Target bonus % for Dr. Upadhyay is specified in his amended executive employment agreement (45%) and reiterated in the proxy . Annual cash bonus amounts reflect Compensation Committee determinations and payment timing as disclosed .
Performance Compensation
| Element | 2023 | 2024 |
|---|---|---|
| LTI Mix | 50% RSUs / 50% time‑based stock options | 50% Performance Share Units (PSUs/PSAs) / 50% time‑based stock options |
| Annual Incentive Targets | 45% of salary (Upadhyay) | 45% of salary (Upadhyay) |
| PSU Design (2024 grants) | Details |
|---|---|
| Metric | Market‑based relative TSR vs Nasdaq Biotechnology Index over 2024–2026 |
| Weighting | 50% of 2024 LTI value for executives (Upadhyay included) |
| Target Definition | Earned based on TSR growth compared to index constituents; fair value determined via Monte Carlo |
| Payout Range | 0%–200% of target PSUs |
| Grant Dates and Indicative Target Counts | Company granted 615,467 target PSUs on Jan 2, 2024 and 256,885 on Apr 16, 2024; executives include Upadhyay (individual grant sizes not fully itemized in narrative) |
| Vesting | Cliff vest after requisite service period ending Dec 31, 2026 |
2023 annual bonus framework included corporate metrics (pipeline & clinical advancement; business development; operations/manufacturing; financial execution; corporate responsibility & talent) with fractional payouts vs target reflecting cash runway/market conditions; Upadhyay’s bonus incorporated both corporate and individual performance .
Equity Ownership & Alignment
| Beneficial Ownership (as of May 10, 2024) | Amount |
|---|---|
| Common shares beneficially owned | 729,579; represents <1% of outstanding common stock |
| Series C Preferred Stock | 105; represents <1% |
| Shares outstanding baseline | 257,354,466 common shares (May 23, 2024 reference) |
| Stock Ownership Guidelines | Requirement |
|---|---|
| Executive officers (incl. Upadhyay) | 3x base salary; counts time-based RSUs as “owned,” excludes unexercised options; 5-year phase-in to attain threshold |
- Hedging/pledging policy: Executives and directors are prohibited from hedging, short sales, margin accounts or pledging, and derivative transactions (e.g., collars/forward sales) under the insider trading policy .
- Clawback policy: Amended/restated compensation recovery policy (effective Sep 15, 2023) requires recovery of incentive-based compensation tied to financial reporting measures upon restatement, regardless of fault .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | Stock Awards Unvested (#) | Market Value ($) |
|---|---|---|---|---|---|---|
| 1/1/2021 | 246,000 | — | 1.83 | 1/1/2031 | — | — |
| 4/19/2021 | 31,120 | — | 5.64 | 4/19/2031 | — | — |
| 1/3/2022 | 156,662 | 78,331 | 4.72 | 1/3/2032 | 21,659 | $17,435 |
| 6/16/2022 | 20,001 | 9,999 | 1.95 | 6/16/2032 | 3,333 | $2,683 |
| 9/16/2022 | 22,545 | 11,273 | 2.17 | 9/16/2032 | 3,061 | $2,464 |
| 1/3/2023 | 126,452 | 252,905 | 1.25 | 1/3/2033 | 210,616 | $169,546 |
| 1/2/2024 | — | 137,795 | 0.66 | 1/2/2034 | 114,754 (PSUs/RSUs) | $92,377 |
Vesting mechanics: equity awards under the 2014/2019 Plans vest in three equal annual installments from vesting commencement, subject to continued service; 2024 PSUs cliff vest after service through Dec 31, 2026 with 0–200% payout based on relative TSR .
Insider Trading Arrangements and Potential Selling Pressure
- Rule 10b5‑1 plan: On June 14, 2024, Upadhyay adopted a Rule 10b5‑1 trading plan to sell up to 288,566 shares, commencing Sep 13, 2024 through Feb 28, 2025 .
- Section 16 timing compliance: Two late Form 4 filings in FY2024 for Upadhyay, each reporting one sale transaction (company notes overall Section 16 compliance otherwise) .
Employment Terms
- Role and reporting: Upadhyay appointed CSO effective Sep 1, 2022; member of Executive Management Team reporting to CEO .
- Base salary and bonus: Base compensation set at $420,000 effective Sep 1, 2022; target annual bonus not less than 45% of base salary, determined by Compensation Committee on corporate/personal objectives; updated proxy indicates $466,200 base in FY2023/FY2024 with 45% target .
- Severance (non‑CIC): If terminated without cause or resigns for good reason, eligible for 12 months base salary continuation and employer‑paid COBRA premiums for up to 12 months or until eligible for other coverage, subject to release .
- Change‑in‑control (double‑trigger): If terminated without cause or for good reason within 3 months prior to or 12 months after a change in control, eligible for an additional lump‑sum payment equal to 75% of then‑current target annual bonus and full acceleration of all unvested RSUs/options/other equity awards, subject to release .
- “Good Reason” clause: 2022 amendment clarified notice within 30 days of initial occurrence with specified details .
Compensation Structure Analysis
- Shift to performance‑based equity: In response to shareholder feedback, Ocugen replaced time‑vested RSUs with PSUs in 2024, setting LTI mix at 50% PSUs/50% options to better align incentives with long‑term TSR performance; FW Cook advised on design .
- Annual cash incentive governance: Target 45% of salary, with payouts modulated by corporate performance conditions (cash runway/market) and individual metrics for Upadhyay .
- Dilution management: 2024 PSU and option quantities determined using average 2022 stock price to reduce award counts by over 80% vs using current price at the time (company‑wide) .
Say‑on‑Pay & Shareholder Feedback
- 2023 say‑on‑pay support: 57.28% approval (June 23, 2023); company conducted outreach and updated peer group and LID governance; added PSUs to better align pay with performance .
Equity Compensation Plan Context (Company‑wide)
- As of Dec 31, 2024: 15,648,835 options outstanding, 1,888,070 RSUs, 872,352 PSUs; 16,094,191 shares remained available under the 2019 Plan; weighted‑average exercise price $1.62 for outstanding awards (RSUs/PSUs excluded from WAEP) .
Risk Indicators & Red Flags
- Insider selling pressure: 10b5‑1 plan to sell up to 288,566 shares during Sep 2024–Feb 2025 indicates potential supply into the market during that window .
- Late Section 16 filings: Two late Form 4 filings in FY2024 (timeliness risk), though company reports overall compliance .
- Alignment safeguards: No hedging/pledging allowed; clawback policy in place per Nasdaq rules .
Expertise & Qualifications
- Degrees and recognition: Ph.D. (National Institute of Immunology), MSc (JNU), BSc (BHU); AAPS Innovation in Nanotechnology Award; 40+ publications; 15+ patents .
- Technical domains: Drug development across small molecules/biologics/cell‑gene therapies; targeted delivery systems and vaccine R&D .
Investment Implications
- Alignment improving: The introduction of market‑based PSUs (50% of LTI) with 0–200% payout tied to relative TSR and cliff vesting through 2026 enhances pay‑for‑performance alignment for Upadhyay and reduces reliance on time‑vested RSUs .
- Retention vs liquidity: Severance (12 months salary + COBRA) and double‑trigger CIC (75% of target bonus + full acceleration) provide retention economics; the 10b5‑1 sale plan suggests potential liquidity needs that could have created selling pressure during the plan period .
- Skin‑in‑the‑game: Beneficial ownership <1% indicates limited direct equity stake relative to outstanding shares, partially offset by unvested awards; prohibitions on hedging/pledging and stock ownership guidelines (3x salary) support long‑term alignment, though individual compliance status is not disclosed .