Shankar Musunuri
OcugenAbout Shankar Musunuri
Shankar Musunuri, Ph.D., MBA, age 61, is Ocugen’s Chairman, CEO, and Co-Founder; he has served as Chairman since 2013, CEO since May 2015, and as a director since the company went public in September 2019. He holds a Ph.D. in Pharmaceutical Sciences (University of Connecticut), an MBA (Duke Fuqua), and a Bachelor of Pharmacy (BITS Pilani), and has 32+ years of industry experience at Pfizer and as founder/CEO of Nuron Biotech, with board advisory roles at Duke Innovation & Entrepreneurship and the Musunuri Family Foundation. In pay-versus-performance disclosure, the value of a hypothetical $100 investment in OCGN was $155 at 12/31/2024 (vs. $111 in 2023, $250 in 2022, $875 in 2021, $352 in 2020), alongside a 2024 net loss of $54 million, framing shareholder return during his tenure.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pfizer | Various roles of increasing responsibility | ~15 years | End-to-end pharma leadership experience across R&D, operations, and commercial functions leveraged to build Ocugen’s modifier gene therapy platform. |
| Nuron Biotech | Founder, President, CEO, Director | 2010–2013 | Grew to a commercial company in <3 years; demonstrates execution capability and speed to market. |
| Ocugen | Co-Founder; Chairman; CEO | 2013–present | Transformed Ocugen into an ophthalmology gene therapy leader; initiated Phase 3 for OCU400 (RP), advanced OCU410/OCU410ST programs. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Duke Innovation & Entrepreneurship | Board of Advisors | Ongoing | Access to innovation networks and potential talent/partnerships. |
| Musunuri Family Foundation | Board member | Ongoing | Philanthropy; reputational capital. |
| Other public company boards | None | N/A | No disclosed public company directorships (reduces interlock risk). |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $757,900 | $757,900 |
| Target Bonus (% of Salary) | 66% | 66% |
| Actual Annual Bonus ($) | $102,544 | $385,165 |
| All Other Compensation ($) | $3,802 | $8,233 |
| Total Compensation ($) | $4,535,231 | $1,941,538 |
Notes:
- 2024 bonus determinations considered pipeline progress and YTD TSR outperformance (64% vs. 6% for Nasdaq Biotech Index), but applied a fraction of target due to cash runway and market conditions.
Performance Compensation
Annual Incentive Plan (Cash)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Pipeline & clinical advancement; business development; ops/manufacturing excellence; financial execution; corporate responsibility & talent | Not disclosed | 66% of base salary | Fraction of target due to cash/market context | $385,165 (2024 CEO bonus) | N/A (cash) |
Long-Term Incentives (Equity)
| Award Type | Grant Date | Quantity | Key Metric/Terms | Vesting |
|---|---|---|---|---|
| Performance Stock Units (PSUs) | 1/2/2024 | 409,836 (target) | Relative TSR vs Nasdaq Biotech Index; payout range 0–200% via Monte Carlo valuation | Cliff vest after service period ending 12/31/2026 |
| Time-based Stock Options | 1/2/2024 | 492,126 | Exercise price $0.66; standard option terms under 2019 Plan | 3 equal annual installments from vesting commencement (plan standard) |
| Time-based RSUs | 1/3/2023 | 983,607 | RSUs under 2019 Plan | 3 equal annual installments (plan standard) |
| Time-based RSUs | 1/3/2022 | 115,513 | RSUs under 2019 Plan | 3 equal annual installments (plan standard) |
LTI mix change: For 2024, Ocugen shifted from 50% RSUs/50% options to 50% PSUs/50% options in response to shareholder feedback, aligning pay more tightly with long-term TSR performance.
Equity Ownership & Alignment
Beneficial Ownership (as of 4/14/2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Shankar Musunuri (incl. KVM Holdings, LLC) | 8,188,392 | 2.75% |
Breakdown (footnote detail):
- Includes 1,343,454 shares and 7,191 warrants, plus 5,692,043 options exercisable within 60 days (personal), and 1,145,299 shares and 405 warrants via KVM Holdings, LLC; Musunuri has voting and investment power over KVM Holdings.
Anti-hedging/anti-pledging: Insider Trading Policy prohibits options trading, short sales, hedging, and pledging/margin accounts for directors, officers, and employees.
Director ownership guidelines: Non-employee directors must hold shares equal to ≥5x the annual base cash retainer within 5 years; executive ownership guidelines are administered by the Compensation Committee (specific CEO threshold not disclosed).
Outstanding Equity Awards (CEO, as of 12/31/2024)
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 8/26/2015 | 86,292 | — | $1.88 | 8/26/2025 |
| 1/2/2020 | 326,543 | — | $0.51 | 1/2/2030 |
| 5/7/2020 | 529,764 | — | $0.33 | 5/7/2030 |
| 1/1/2021 | 1,757,000 | — | $1.83 | 1/1/2031 |
| 4/19/2021 | 394,000 | — | $5.64 | 4/19/2031 |
| 1/3/2022 | 835,533 | 396,580 | $4.72 | 1/3/2032 |
| 1/3/2023 | 590,551 | 1,181,103 | $1.25 | 1/3/2033 |
| 1/2/2024 | — | 492,126 | $0.66 | 1/2/2034 |
RSUs/PSUs unvested at 12/31/2024:
- RSUs: 115,513 (1/3/2022; $92,988 market value at $0.805/share), 983,607 (1/3/2023; $791,804 market value)
- PSUs: 409,836 (1/2/2024; $329,918 market value at $0.805/share; performance-based, cliff vest 12/31/2026)
Moneyness vs 12/31/2024 price ($0.805):
- In-the-money: $0.33 (529,764), $0.51 (326,543), $0.66 (492,126 unexercisable)
- Out-of-the-money at 12/31/2024: $1.25, $1.83, $4.72, $5.64
- RSU market value uses $0.805 closing price on 12/31/2024.
Employment Terms
| Provision | Terms |
|---|---|
| Base salary | $757,900 (2023/2024) |
| Target Bonus | 66% of base salary (since 2022) |
| Severance (without cause/for good reason) | 2 years base salary continuation; COBRA premiums paid up to 2 years or earlier eligibility |
| Change-in-Control (double trigger: termination without cause/for good reason within 3 months prior to or 12 months after) | Lump sum equal to 200% of then-current target annual bonus; full acceleration of all unvested equity |
| Clawback | Amended and restated recovery policy (effective 9/15/2023) to recoup incentive comp tied to financial reporting in event of restatement; lookback 3 fiscal years; no recoveries in 2024 |
| Non-Disclosure/Ideas | NEOs subject to Non-Disclosure and Business Ideas Agreement |
| Anti-hedging/pledging | Trading policy prohibits hedging/pledging/derivatives/short sales for insiders |
Board Governance
- Dual role: Musunuri is Chairman and CEO; the Board determined he is not independent. Lead Independent Director role created in 2023 (Prabhavathi Fernandes), but becomes vacant upon her resignation at the 2025 Annual Meeting. Musunuri serves on no committees.
- Committee membership snapshot (pre-Annual Meeting 2025): Audit (Whittington Chair; Castillo; Fernandes), Compensation (Fernandes Chair; Castillo; Kompella; Whittington), Nominating & Corporate Governance (Castillo Chair; Zhang; Kompella), Science & Technology (Kompella Chair; Fernandes; Castillo; Zhang).
- Attendance: In 2024, Board met 6x; Audit 8x; Compensation 4x; NCGC 5x; S&T 4x. Each director attended at least 75% of meetings; all directors attended the 2024 Annual Meeting.
- Director pay: CEO receives no additional compensation for Board service; non-employee director cash/equity program disclosed; equity grant value reduced to $115,000 from $170,000 in Dec 2024.
- Auditor transition & control disclosure: Change from Ernst & Young to PwC in 2024; 2023 had a material weakness over accounting for collaborative arrangements and going concern emphasis; no disagreements reported.
Compensation Committee Analysis
- Independent Committee administered by non-employee directors; utilizes FW Cook as executive compensation consultant for peer benchmarking and market practice updates.
- 2024 LTI design shift to 50% PSUs and 50% time-based options to strengthen pay-for-performance alignment.
- Say-on-Pay: Board recommends “FOR” annual advisory votes; frequency set to annual since 2020. Specific historical approval percentages not disclosed in this proxy.
Performance & Track Record
| Year | Value of $100 Investment (TSR proxy) | Net Loss ($mm) |
|---|---|---|
| 2020 | $352 | $(22) |
| 2021 | $875 | $(61) |
| 2022 | $250 | $(87) |
| 2023 | $111 | $(63) |
| 2024 | $155 | $(54) |
Context: 2024 YTD TSR cited at 64% vs 6% for the Nasdaq Biotech Index when determining annual incentives, but cash runway constraints reduced payouts versus target.
Investment Implications
- Alignment signals: 2024 shift to PSUs with relative TSR metrics and a 0–200% payout range enhances correlation of CEO pay and shareholder returns. Cliff vesting through 12/31/2026 incentivizes multi-year performance.
- Retention and change-of-control economics: Double-trigger CoC with 200% of target bonus and full equity acceleration could reduce retention risk during strategic reviews but also creates incentives in sale scenarios; base salary continuation of 2 years is above typical small-cap biotech practice, improving executive stability.
- Potential insider selling pressure: Large tranches of low-strike options ($0.33/$0.51/$0.66) were in-the-money at 12/31/2024, which may create selling/exercise dynamics upon vesting/exercise windows; however, anti-hedging/pledging policy reduces misalignment risks.
- Governance risk: CEO/Chair dual role with a temporarily vacant Lead Independent Director position weakens independent oversight until backfilled; 2023 control weakness and going concern emphasis highlight execution and financing risks typical of clinical-stage biotechs.
- Ownership: 2.75% beneficial ownership ties CEO’s wealth to equity outcomes, with significant exercisable options; director ownership guidelines reinforce alignment, though executive-specific ownership requirements are not disclosed.