Kirsten Castillo
OcugenAbout Kirsten Castillo
Kirsten Castillo (age 52) has served as an independent director of Ocugen, Inc. since 2020. She is a supply-chain and logistics operator with over 20 years of experience, holding an MBA from Duke University’s Fuqua School of Business and a BS from the University of Minnesota; she is currently enrolled at Denver Seminary with expected graduation in 2026 . At Ocugen, she chairs the Nominating and Corporate Governance Committee and serves on the Audit, Compensation, and Science & Technology Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Logistics Planning Services | Chief Executive Officer; Chief Operating Officer | 2010–2017 | Led privately held transportation and logistics services company |
| GlobalTranz | Chief Operating Officer | 2017–2018 | Oversaw operations across North America and Mexico; delivered $1.6B in revenue |
| 3M spin-off (unspecified) | Multiple supply chain leadership roles | Not disclosed | Broad supply chain/logistics leadership background |
External Roles
| Organization | Public/Private | Role | Start Date |
|---|---|---|---|
| ACV Auctions Inc. | Public | Director | October 2020 |
| The Marvin Companies | Private | Board member | April 2019 |
| Willey Family Ventures | Private | Board member | January 2024 |
| Duke Innovation & Entrepreneurship (Board of Advisors) | Non-profit/Academic | Advisor | Not disclosed |
| United Way of Washington County | Non-profit | President | Nov 2018–Dec 2024 |
Board Governance
- Independence: The Board has determined all current directors other than the CEO are independent under Nasdaq rules; Ms. Castillo is an independent director .
- Committee assignments: Audit Committee (member); Compensation Committee (member); Nominating & Corporate Governance Committee (Chair); Science & Technology Committee (member) .
- Attendance: In 2024, the Board met 6 times; Audit 8; Compensation 4; Nominating & Governance 5; Science & Technology 4. Each director attended at least 75% of applicable meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors generally meet in executive session at each regularly scheduled Board meeting .
- Lead Independent Director: Role will be vacant following Dr. Fernandes’ resignation at the 2025 Annual Meeting, reducing a formal counterweight to the combined Chair/CEO structure .
- Interlocks: No Compensation Committee interlocks or insider participation were disclosed in 2024; none of the committee members were Ocugen officers .
- Related party oversight: Audit Committee reviews and ratifies related person transactions under Ocugen’s Related Party Transactions Policy . The “Certain Relationships and Related Party Transactions” section does not disclose any transactions involving Ms. Castillo (other than standard indemnification) .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual base cash retainer | $40,000 |
| Audit Committee membership fee | $10,000 |
| Compensation Committee membership fee | $7,500 |
| Science & Technology Committee membership fee | $7,500 |
| Nominating & Corporate Governance Committee chair fee | $10,000 |
| Total cash fees earned (reported) | $75,000 |
- Director cash structure confirmed above; Ms. Castillo held the listed committee memberships and chair role in 2024 .
Performance Compensation
| Equity Element | 2024 Grant Value | Vehicle | Vesting Terms |
|---|---|---|---|
| Annual director equity grant (reported for Ms. Castillo) | $39,761 (grant-date fair value) | Stock options | Annual options vest at the earlier of one-year anniversary or next Annual Meeting; initial options vest monthly over 3 years |
| Policy framework (pre-Dec 2024) | $170,000 initial; $170,000 annual | Stock options | As above |
| Policy change (Dec 2024) | Reduced to $115,000 (initial and annual equity grants) | Stock options | Terms unchanged |
- Director equity awards are time-based stock options; no director-specific performance metrics (e.g., TSR hurdles) are applicable to non-employee directors under the described program .
Other Directorships & Interlocks
| Company | Industry Overlap with Ocugen | Potential Interlock/Conflict |
|---|---|---|
| ACV Auctions Inc. | Auto auctions (no direct biotech overlap) | No overlap with Ocugen’s business indicated; no related-party transactions disclosed |
Expertise & Qualifications
- Operations and logistics leadership with multi-site P&L responsibilities; scaled operations to $1.6B revenue at GlobalTranz .
- Governance experience across public, private, and non-profit boards; chairs Ocugen’s Nominating & Corporate Governance Committee .
- Academic credentials: Global Executive MBA (Duke Fuqua); BS (University of Minnesota); current graduate work at Denver Seminary .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 481,631 shares | Less than 1% of outstanding shares |
| Common shares held | 75,000 | Direct holdings |
| Options exercisable within 60 days (as of 4/14/2025) | 406,631 | Included in beneficial ownership |
| Options outstanding (12/31/2024, aggregate) | 473,560 | Aggregate options outstanding reported for Ms. Castillo |
| Ownership guidelines | 5x annual base cash retainer; 5-year compliance window | Board-adopted March 2022 |
| Hedging/Pledging | Company policy prohibits hedging and pledging of Ocugen stock | Insider trading policy |
- Shares outstanding as of April 14, 2025: 292,028,475 (for % context) .
- No pledging of shares permitted by policy; no pledging by Ms. Castillo disclosed .
Governance Assessment
- Strengths: Independent status; multi-committee engagement including Audit and Compensation; chairs Nominating & Corporate Governance; strong attendance; no disclosed related-party transactions; anti-hedging/pledging policy enhances alignment .
- Alignment: Meaningful option holdings and compliance-oriented stock ownership guidelines support alignment; 2024 comp mix ~65% cash ($75,000) and ~35% equity ($39,761) by reported value, with options time-based vesting .
- Watch items / RED FLAGS:
- Lead Independent Director vacancy after 2025 Annual Meeting weakens formal independent oversight unless promptly backfilled .
- 2023 material weakness in internal control over financial reporting (collaborative arrangements) noted in auditor transition disclosures; Audit Committee oversight and remediation should be monitored .
- Evergreen equity plan feature and significant options outstanding company-wide suggest ongoing dilution risk; continued scrutiny of director equity sizing is warranted (policy reduced annual grant to $115,000 in Dec 2024) .
- Compensation governance: Compensation Committee uses FW Cook as independent consultant; no interlocks or insider participation disclosed; director equity moved to smaller grant sizes in 2024/2025, signaling cost discipline .