Ramesh Ramachandran
OcugenAbout Ramesh Ramachandran
Chief Accounting Officer since September 2024 and appointed principal financial officer and principal accounting officer effective November 14, 2024; age 57; CPA and CMA (U.S.) and Chartered Professional Accountant (Canada); B.Com (Calcutta University) and MBA (Jadavpur University). Experienced finance executive with multinational roles across the Americas, Europe, and Asia; described by the CEO as “instrumental in streamlining finance operations and supporting capital raises” since joining Ocugen. Company context during 2024: Ocugen highlighted a 64% YTD TSR, outperforming the Nasdaq Biotechnology Index (6%), alongside progress in gene therapy programs; these are corporate metrics during the period overlapping his arrival.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tecomet, Inc. | Vice President, Finance & Corporate Controller | May 2022–Aug 2024 | Led corporate accounting (consolidation, reporting, audit, taxes, treasury) |
| Lenox Corporation | Vice President, Finance | Aug 2017–Apr 2022 | Played pivotal role in sale between private equity firms; led acquisition and integration of two companies |
| Virginia Transformer Corp | VP Finance | Not disclosed | Handled corporate finance function |
| CG Power Systems | CFO, Americas | Not disclosed | Responsible for finance across U.S., Canada, Brazil |
| Xerox HR Solutions (Canada) | Regional Controller and CFO | Not disclosed | Managed broad financial, reporting, and compliance responsibilities |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company board or external directorships disclosed |
Fixed Compensation
- Compensation details (base salary, target bonus, grants) for Mr. Ramachandran were not disclosed in the 2025 proxy and he was not a named executive officer for 2024; the appointment 8‑K includes no compensatory terms.
Performance Compensation
- Ocugen shifted executive LTI mix to 50% performance share awards (PSUs) and 50% time-based options for 2024, with PSUs tied to three‑year relative TSR vs the Nasdaq Biotechnology Index, cliff‑vesting through 12/31/2026; specific awards for Mr. Ramachandran are not disclosed.
Equity Ownership & Alignment
- Beneficial ownership tables do not list Mr. Ramachandran; total beneficial ownership and vested/unvested breakdown are not disclosed.
- Insider Trading Policy prohibits hedging, short sales, and pledging of Ocugen stock; margin accounts and derivative transactions are prohibited for all employees and executive officers.
- The Compensation Committee determines stock ownership guidelines for the CEO and other executive officers; specific executive multiples are not enumerated in the proxy.
Employment Terms
- Appointment effective November 14, 2024; no arrangements or related‑party transactions in connection with appointment; no employment agreement terms (severance, change‑in‑control) disclosed for Mr. Ramachandran.
- Company-wide clawback policy (amended and restated effective September 15, 2023) requires recovery of incentive compensation tied to financial reporting measures in the event of a required restatement, regardless of fault.
Performance Compensation (Program Detail)
| Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Relative TSR vs Nasdaq Biotechnology Index (PSUs) | Not disclosed | Three‑year TSR percentile vs NBI | Earn‑out 0–200% based on relative TSR | Cliff vest at 12/31/2026 (service through performance period) |
Investment Implications
- Retention risk: Early‑tenure finance leader (joined Sept 2024; became PFO/PAO Nov 2024) with no public disclosure of severance or change‑in‑control protections; limited visibility into guaranteed vs at‑risk pay; monitor future proxies and any 8‑Ks for compensatory arrangements.
- Alignment and selling pressure: No disclosed ownership or vesting schedules for Mr. Ramachandran; however, anti‑hedging/anti‑pledging policy reduces alignment red flags; watch for Form 4 filings to assess upcoming vesting‑related supply.
- Program signals: Company’s move to PSUs tied to relative TSR is a positive pay‑for‑performance signal; if applied to Mr. Ramachandran in 2025+, it would strengthen alignment—but awards are not yet disclosed.
- Governance and controls: Appointment to PFO/PAO role and emphasis on clawback policy support accountability in financial reporting; CEO commentary notes Mr. Ramachandran’s operational improvements and support for capital raising, relevant for financing runway and execution.
- Monitoring: Track next proxy for inclusion as NEO, employment agreement terms (severance, CoC triggers), equity grants (RSUs/PSUs/options), and ownership; monitor 8‑K Item 5.02 events and Form 4s for trading signals (vestings/sales).