Blaise Coleman
OcugenAbout Blaise Coleman
Blaise Coleman (age 51) is a new Class II director nominee at Ocugen; the Board has determined he will be independent if elected for a three-year term through the 2028 annual meeting . He is a CPA with a BS in Accounting from Widener University and an MBA from Duke University’s Fuqua School; his background spans CEO/CFO roles at Endo, finance leadership at AstraZeneca and Johnson & Johnson’s Centocor, and audit experience at PwC . The Board intends to appoint him to the Audit Committee upon election and expects him to qualify as an “audit committee financial expert” under SEC rules, strengthening financial oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Endo Inc. | Chief Executive Officer and board member | Apr 2024 – Aug 2024 | Led company as CEO and served on board |
| Endo International plc | President, CEO and board member | Mar 2020 – Apr 2024 | Led transformation; prior CFO; deep financial/operational leadership |
| Endo International plc | Executive Vice President & Chief Financial Officer | Dec 2016 – Mar 2020 | Corporate finance leadership |
| AstraZeneca plc/Bristol-Myers Squibb U.S. Diabetes Alliance | Chief Financial Officer | 2007 – 2015 | Alliance CFO; therapeutic area finance |
| Centocor (Johnson & Johnson) | Business Development & Commercial Finance Leader | 2003 – 2007 | BD and commercial finance leadership |
| PricewaterhouseCoopers (PwC) | Manager, Pharmaceutical Assurance Practice | 1996 – 2003 | Audit/assurance; CPA credential |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Duke University Fuqua School of Business Alumni Council | Member | Not disclosed | Alumni leadership engagement |
| Current public company directorships | None | — | No other public boards currently |
Board Governance
- Status: New Class II nominee; Board determined he will be independent if elected . Term would expire at the 2028 annual meeting .
- Committee assignments: Board intends to appoint him to the Audit Committee and expects him to qualify as an audit committee financial expert .
- Board structure: Six directors; majority independent; Lead Independent Director role will be vacant upon resignation of Dr. Fernandes .
- Attendance: In 2024, the Board met 6 times and committees met 4–8 times; all directors serving in 2024 met ≥75% attendance thresholds. Coleman did not serve in 2024 .
- Independence and executive sessions: Independent directors generally meet in executive session at each regular meeting .
Fixed Compensation
Director compensation policy (non-employee directors) applicable in 2024–2025:
| Compensation Element | Amount | Vesting/Notes |
|---|---|---|
| Annual base cash retainer | $40,000 | Paid quarterly |
| Lead Independent Director retainer | $20,000 | If serving as LID |
| Committee chair fees — Audit | $20,000 | Annual |
| Committee chair fees — Compensation | $15,000 | Annual |
| Committee chair fees — Nominating & Corporate Governance | $10,000 | Annual |
| Committee chair fees — Science & Technology | $15,000 | Annual |
| Committee membership — Audit | $10,000 | Annual |
| Committee membership — Compensation | $7,500 | Annual |
| Committee membership — Nominating & Corporate Governance | $5,000 | Annual |
| Committee membership — Science & Technology | $7,500 | Annual |
| Initial equity grant (stock options) | $170,000 fair value; reduced to $115,000 in Dec 2024 | Vests monthly over 3 years; reduction approved by Board |
| Annual equity grant (stock options) | $170,000 fair value; reduced to $115,000 in Dec 2024 | Vests at earlier of 1 year or next annual meeting |
2024 director compensation totals did not include Coleman (he did not serve in 2024) .
Performance Compensation
- For directors, equity is time-based stock options (initial and annual grants); no performance-based metrics tied to director pay were disclosed .
- Vesting schedules: Initial options vest monthly over 3 years; annual options vest at the earlier of one year from grant or next annual meeting .
| Performance Metric | Tied to Director Compensation? | Notes |
|---|---|---|
| Revenue growth | No | Not disclosed for directors |
| EBITDA/TSR/ESG goals | No | Not disclosed for directors |
| Equity vesting triggers | Time-based | As above |
Other Directorships & Interlocks
| Company | Status | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Endo Inc./Endo International plc | Prior | CEO; board member | Prior leadership; no current interlocks with Ocugen disclosed |
| Current public boards | None | — | None disclosed |
No related person transactions involving Coleman were disclosed; related party transactions are overseen and ratified by the Audit Committee per policy .
Expertise & Qualifications
- Financial expertise: CPA; extensive CFO/CEO experience; audit background; expected audit committee financial expert qualification .
- Industry: Pharmaceutical/biotech finance and operations; leadership through transformations .
- Education: BS Accounting (Widener University); MBA (Duke Fuqua) .
- Board qualifications: Board cites deep financial expertise and operational leadership supporting nomination .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Notes |
|---|---|---|---|
| Blaise Coleman | 0 | <1% | No reported ownership as of April 14, 2025 |
Stock ownership guidelines for non-employee directors require ownership ≥5x annual base cash retainer, with five years to reach compliance; Coleman is a new nominee and would have five years to meet guidelines if elected .
Anti-hedging and anti-pledging: Insider Trading Policy prohibits hedging, short sales, holding in margin accounts, or pledging company securities, supporting alignment with shareholders .
Governance Assessment
- Independence and board fit: Board affirmatively determined Coleman will be independent; adds audit financial expertise at a time of audit committee changes (departures of Whittington as chair and Fernandes) .
- Committee effectiveness: Intended Audit Committee appointment and expected “financial expert” designation strengthen oversight of financial reporting, risk, and related-party transactions .
- Compensation discipline: Board reduced director equity grant fair values from $170,000 to $115,000 in Dec 2024, signaling cost control and sensitivity to shareholder feedback .
- Ownership alignment: New nominee with no current holdings; strong ownership guidelines (≥5x retainer, five-year compliance window) and prohibitions on hedging/pledging support long-term alignment, though initial ownership is a watch item until grants/accumulation occur .
- Conflicts/related-party: No related-party transactions or family relationships disclosed; Audit Committee oversees and must ratify any related-party dealings per policy .
- Risk indicators: Prior bankruptcy involvement at Endo (company filed a petition in Aug 2022) is a noteworthy historical risk flag to monitor for judgment and risk management, though Board disclosed it transparently and otherwise found nominees independent with no disclosable legal proceedings .
- Board process and attendance: 2024 Board/committee schedules and ≥75% attendance by serving directors suggest robust engagement; Coleman’s engagement to be evaluated post-election .
- Compensation oversight: Compensation Committee uses FW Cook as independent advisor; committee fully independent and administers recovery (clawback) policy for executives (good governance context) .
RED FLAGS to monitor: Prior bankruptcy involvement at Endo ; initial lack of share ownership until grants vest/accumulate . Positive mitigants include audit committee financial expert status , strong insider trading restrictions , and director ownership guidelines .