Junge Zhang
OcugenAbout Junge Zhang
Independent Class I director at Ocugen since 2019; age 58. Serves on the Nominating and Corporate Governance Committee and the Science and Technology Committee; the Board deems him independent under Nasdaq rules. Education: BS in Materials Science (Wuhan University of Technology), MS in Chemistry (University of Louisiana), PhD in Analytical Chemistry (Drexel University). Career highlights include senior roles at Johnson & Johnson’s Janssen (2002–2011) and Eisai USA (1997–2002), and founding leadership at Biopeptek Pharmaceuticals, Mainline Biosciences, and Mainline Scientific.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Janssen (Johnson & Johnson) | Senior role in pharma division | Oct 2002 – Apr 2011 | Senior management experience in pharma R&D/operations |
| Eisai Co., Ltd. USA | Senior Chemist | Dec 1997 – Oct 2002 | Analytical chemistry and pharma development experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Biopeptek Pharmaceuticals LLC | Co-Founder & Chairman | Since Oct 2011 | Custom peptide manufacturing leadership |
| Mainline Biosciences Inc. | Co-Founder & CEO | Since 2015 | Drug discovery and development |
| Mainline Scientific LLC | Co-Founder & Chairman | Since 2017 | Scientific instrument company leadership |
Board Governance
- Independence: Board has affirmatively determined Zhang is independent; independent directors meet in executive session at each regular Board meeting.
- Committee assignments: Member, Nominating & Corporate Governance Committee; Member, Science & Technology Committee (STC). Not a committee chair.
- Attendance: In 2024, the Board met 6 times; STC met 4; NCGC met 5; each director attended at least 75% of Board and committee meetings where they served. All directors attended the 2024 Annual Meeting.
- Other public company boards: None disclosed for Zhang.
- Governance practices: Annual self-evaluation of Board and committees; related-party transactions overseen by Audit Committee per policy.
- Insider trading policy prohibits hedging, short sales, margin/pledging; applicable to directors.
Fixed Compensation
| Year | Fee Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2024 | 46,875 | — | 86,636 |
Director cash retainer structure (policy effective 2024):
| Compensation Category | Amount ($) |
|---|---|
| Annual Base Cash Retainer | 40,000 |
| Committee Chair – Audit | 20,000 |
| Committee Chair – Compensation | 15,000 |
| Committee Chair – NCGC | 10,000 |
| Committee Chair – STC | 15,000 |
| Committee Member – Audit | 10,000 |
| Committee Member – Compensation | 7,500 |
| Committee Member – NCGC | 5,000 |
| Committee Member – STC | 7,500 |
| Additional LID Cash Retainer | 20,000 |
Performance Compensation
| Year | Stock Option Awards – Grant Date Fair Value ($) | Equity Grant Structure | Vesting Terms |
|---|---|---|---|
| 2024 | 39,761 | Non-employee directors receive stock options (initial and annual grants) | Annual grant vests at earlier of 1-year anniversary or next Annual Meeting; initial grant vests monthly over 3 years |
- Policy change: In Dec 2024, Board reduced grant-date fair value of annual and initial equity grants for non-employee directors from $170,000 to $115,000.
- Performance metrics: None disclosed for director equity; awards are time-based, not linked to financial/operational metrics.
- Example Form 4 disclosure: June 28, 2024 option grant vests upon the earlier of June 28, 2025 or the next annual meeting, subject to continued service.
Other Directorships & Interlocks
| Company | Role | Interlock/Committee | Notes |
|---|---|---|---|
| None | — | — | No other public company directorships disclosed for Zhang. |
Expertise & Qualifications
- Founding leadership across biotech manufacturing, discovery, and instruments (Biopeptek, Mainline Biosciences, Mainline Scientific).
- Deep pharma experience: Janssen (J&J) and Eisai USA; analytical chemistry background.
- Academic credentials: BS (Materials Science), MS (Chemistry), PhD (Analytical Chemistry).
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Shares Outstanding | Components |
|---|---|---|---|
| Junge Zhang, Ph.D. | 1,525,930 | * (<1%) | 360,631 options exercisable within 60 days ; 1,165,299 shares held by Gupiao Trust, for which Zhang is the beneficiary with voting/investment power |
- Director stock ownership guidelines: Must own shares valued at ≥5x annual base cash retainer within 5 years of becoming subject to guidelines.
- Hedging/pledging: Company policy prohibits hedging and pledging of Ocugen stock by directors.
Governance Assessment
- Committee effectiveness: Zhang’s presence on NCGC and STC supports board refreshment, governance frameworks, and scientific oversight; Board and committees conduct annual self-evaluations, and independent directors meet without management. This structure supports effective oversight.
- Independence and attendance: Independent status, 75%+ attendance, and full participation at the 2024 Annual Meeting indicate engagement and reliability—key for investor confidence.
- Ownership alignment: Beneficial ownership includes a substantial trust-held position and exercisable options; while <1% overall, Ocugen’s director ownership guidelines and anti-pledging policy mitigate misalignment risks. Monitoring progress toward guideline compliance remains prudent.
- Compensation structure: Cash retainer plus time-based options (with reduced grant fair values as of Dec 2024) suggests sensitivity to dilution and pay moderation; absence of director performance-linked equity minimizes pay-for-performance signal but aligns with small-cap biotech norms.
- Conflicts/related-party exposure: No related-party transactions involving Zhang are disclosed since Jan 1, 2023; Audit Committee must pre-approve and oversees any related party matters, reducing conflict risk.
- Risk indicators: 2023 audit report noted a material weakness in internal control over financial reporting related to collaborative arrangements; the Board’s Audit Committee and change to PwC aim to strengthen controls—ongoing oversight is essential.
RED FLAGS to monitor: Internal control remediation progress (material weakness cited in 2023) ; continued verification that no transactions arise with entities where Zhang holds leadership (Biopeptek, Mainline) given potential related-party pathways .