Satish Chandran
OcugenAbout Satish Chandran
Satish Chandran, Ph.D. (age 70) is a new Class III director nominee elected at the June 5, 2025 annual meeting to serve a one-year term expiring at the 2026 Annual Meeting. He is deemed independent under Nasdaq rules and brings extensive scientific, operational, and commercialization experience; education includes B.Sc. (University of Mumbai), M.Sc. in Microbiology (University of Baroda), and Ph.D. in Molecular Biology/Biochemistry/Microbial Genetics (Memorial University of Newfoundland) . He previously served on Ocugen’s Vaccine Scientific Advisory Board (since 2021) and was highlighted by the CEO for his patents and publications in vaccines, biologics, drugs, and medical devices .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prodigy Biotech, Inc. | President & CEO | Apr 2021–present | Private biotech leadership |
| Somahlution Inc. | Founder & CEO | May 2010–Aug 2020 | Built, scaled, exited to Marizyme |
| Marizyme, Inc. (OTCQB: MRZM) | President, COO & CTO | Aug 2020–Apr 2021 | Post-acquisition integration/operations |
| Akshaya Bio, Inc. | CEO & Director | 2012–2023 (acquired by Kaimi Bio in 2023) | Company leadership through M&A |
| Pfizer Biotherapeutics—OTU | Chief Technology Officer | Dec 2008–May 2010 | Led oncology/metabolic programs |
| Nucleonics, Inc. (RNAi) | Co-Founder; EVP, CSO, COO | 2000–2008 | Strategy/operations in RNAi therapeutics |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Statera Biopharma, Inc. (formerly public) | Director | Feb 2022–present | Compensation (Chair); Audit; Corporate Governance |
| Avstera, Inc. | Director | 2023–present | Not disclosed |
Board Governance
- Election and tenure: Elected June 5, 2025 to Class III for a one-year term (to 2026) and deemed independent; Board size fixed at six; majority independent .
- Committee assignments: Board intends to appoint Satish Chandran to the Audit Committee if elected; Blaise Coleman expected to qualify as audit committee financial expert; no chair roles disclosed for Chandran at Ocugen .
- Attendance: In 2024, Board met 6x; Audit 8x; Compensation 4x; NCG 5x; S&T 4x. Each director attended ≥75% of applicable meetings; Chandran was not yet on the Board in 2024 .
- Lead Independent Director: Role created in 2023; vacant following Dr. Fernandes’ resignation effective at the 2025 Annual Meeting .
- Independence and conflicts: Board annually reviews independence; all nominees including Chandran are or will be independent under Nasdaq rules . Audit Committee oversees related person transactions per policy .
Fixed Compensation
Non-employee director compensation policy (as in effect for 2024; amended Dec 2024):
| Compensation Element | Amount | Notes |
|---|---|---|
| Annual Base Cash Retainer | $40,000 | Paid quarterly |
| Lead Independent Director Retainer | $20,000 | Additional to base |
| Committee Chair – Audit | $20,000 | Additional cash |
| Committee Chair – Compensation | $15,000 | Additional cash |
| Committee Chair – Nominating & Corporate Governance | $10,000 | Additional cash |
| Committee Chair – Science & Technology | $15,000 | Additional cash |
| Committee Member – Audit | $10,000 | Additional cash |
| Committee Member – Compensation | $7,500 | Additional cash |
| Committee Member – Nominating & Corporate Governance | $5,000 | Additional cash |
| Committee Member – Science & Technology | $7,500 | Additional cash |
Stock ownership guidelines for non-employee directors: 5x annual base cash retainer; 5-year period to attain .
Performance Compensation
Equity awards for non-employee directors (structure and vesting):
| Award Type | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|
| Initial Stock Options | $115,000 (reduced from $170,000 in Dec 2024) | Monthly over 3 years | Subject to continued service |
| Annual Stock Options | $115,000 (reduced from $170,000 in Dec 2024) | Earlier of 1 year or next AGM | Granted at AGM; service requirement |
- Performance metrics: None disclosed for director equity; options are time-based (no revenue/EBITDA/TSR targets for directors) .
- Clawback/Recovery: Company adopted an amended and restated compensation recovery policy (effective Sep 15, 2023) compliant with Nasdaq; no recoveries required for 2024 .
Other Directorships & Interlocks
| Company | Sector/Status | Role | Interlocks/Overlap |
|---|---|---|---|
| Statera Biopharma, Inc. | Biopharma (formerly public) | Director; Comp Chair; Audit; Corp Gov | No Ocugen-disclosed commercial ties |
| Avstera, Inc. | Biotech (private) | Director | None disclosed |
No shared directorships with Ocugen’s customers/suppliers/competitors are disclosed in Ocugen filings .
Expertise & Qualifications
- Scientific and development leadership across vaccines, biologics, RNAi, and medical devices; former Pfizer Biotherapeutics CTO; serial biotech founder/CEO .
- Publications and patents; recognized for innovation; highlighted by Ocugen CEO for technology and regulatory strategy credentials .
- Committee expertise: Chairs compensation at Statera; serves on audit and corporate governance committees—governance-relevant skills for Ocugen’s Audit Committee assignment .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Notes |
|---|---|---|---|
| Satish Chandran, Ph.D. | 0 | * | New nominee; no reported beneficial ownership as of Apr 14, 2025 |
| Policy on hedging/pledging | — | — | Insider Trading Policy prohibits hedging and pledging; margin accounts prohibited |
Say-on-Pay & Shareholder Feedback
| Proposal (2025 AGM) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Director Election – Satish Chandran | 39,040,889 | 1,838,877 | — | 64,407,267 |
| Ratification of PwC (2025 Auditor) | 101,459,299 | 3,030,767 | 796,967 | — |
| Say-on-Pay (NEOs) | 31,296,206 | 6,759,801 | 2,832,759 | 64,407,267 |
Historical (2024 AGM) reference: Say-on-pay passed (48,751,037 For; 10,722,166 Against; 1,814,502 Abstain; 46,450,503 broker non-votes) .
Governance Assessment
- Strengths: Independent status; intended Audit Committee assignment enhances financial oversight; deep R&D/commercial background supports Ocugen’s gene therapy focus; external governance experience (Comp Chair/Audit member) at another company signals committee effectiveness .
- Alignment considerations: As of the record date, Chandran held no Ocugen shares—alignment will depend on compliance with director ownership guidelines over five years and equity grants awarded upon board service .
- Conflicts/Related party exposure: No Item 404 related party transactions disclosed involving Chandran; Audit Committee reviews/ratifies any such transactions under policy .
- Policies/Red flags: Anti-hedging/pledging policy mitigates alignment risks; no legal proceedings requiring Item 401(f) disclosure for directors other than Coleman’s prior company bankruptcy reference (not applicable to Chandran) .
- Engagement: Board/committee meeting cadence and ≥75% attendance threshold indicate active oversight; LID vacancy post-Fernandes suggests an opportunity to reinforce independent leadership structure .
Overall investor signal: Chandran’s independence, audit committee placement, and governance committee experience at another company are positives for board effectiveness. Short-term alignment hinges on building an ownership stake via policy-driven guidelines and standard director equity grants .