Uday Kompella
OcugenAbout Uday B. Kompella, Ph.D.
Independent director of Ocugen (director since 2019), age 58, co-founder of Ocugen (since September 2013) and Professor of Pharmaceutical Sciences, Ophthalmology, and Bioengineering at the University of Colorado–Anschutz (since March 2008). He serves as Chair of Ocugen’s Science & Technology Committee and is a member of the Compensation and Nominating & Corporate Governance Committees. Education: BITS Pilani (undergraduate), Jadavpur University (M.S., Pharmaceutical Engineering), University of Southern California (Ph.D., Pharmaceutical Sciences). Other public company directorships: none .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Ocugen, Inc. | Co-founder; Independent Director | Co-founder since Sep-2013; Director since 2019 | Board member; Chair, Science & Technology Committee |
| University of Colorado–Anschutz | Professor of Pharmaceutical Sciences, Ophthalmology, Bioengineering | Since Mar-2008 | Academic leadership; research oversight |
| University of Colorado (Denver/Anschutz) | Co-Director, Colorado Center for Nanomedicine and Nanosafety | Not dated | Scientific leadership (external role) |
| Expert Opinion on Drug Delivery | Editor-in-Chief | Not dated | Editorial leadership |
| Journal of Ocular Pharmacology and Therapeutics | Editor-in-Chief | Not dated | Editorial leadership |
| Pharmaceutical Research; J. of Ocular Pharmacology & Therapeutics | Editor (additional roles) | Not dated | Editorial board service |
External Roles
| Organization/Body | Capacity | Committee/Focus |
|---|---|---|
| Other public company boards | None | — |
| AAPS; ARVO; Association for Ocular Pharmacology & Therapeutics | Fellow | Professional recognition |
| Colorado Center for Nanomedicine and Nanosafety | Co-Director | Academic/scientific leadership |
| Expert Opinion on Drug Delivery; Journal of Ocular Pharmacology and Therapeutics | Editor-in-Chief | Scientific publishing leadership |
Board Governance
- Classification and size: Six-member classified board (three classes, three-year terms). Kompella is a Class II nominee for a term expiring at the 2028 annual meeting .
- Independence: Board determined Kompella is independent; all committee members are independent under Nasdaq standards .
- Committee assignments (current): Compensation Committee (member); Nominating & Corporate Governance Committee (member); Science & Technology Committee (Chair). Lead Independent Director role exists (held by Dr. Prabhavathi Fernandes through the 2025 annual meeting) .
- Attendance: In 2024, the Board met 6 times; Audit 8; Compensation 4; Nominating & Corporate Governance 5; Science & Technology 4. Each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual stockholder meeting. Independent directors generally meet in executive session at each regularly scheduled Board meeting .
- Committee scope:
- Science & Technology (Kompella, Chair): portfolio diversification, program assessments, updates on market/science trends, due diligence participation .
- Nominating & Corporate Governance (member): board composition, governance guidelines, evaluations, director nominations .
- Compensation (member in 2024): reviews executive pay, director compensation policy, and administers clawback policy .
Fixed Compensation
Director program (2024): $40,000 base retainer; additional retainers—Lead Independent Director $20,000; Committee Chairs: Audit $20,000, Compensation $15,000, Nominating & Corporate Governance $10,000, Science & Technology $15,000; Committee members: Audit $10,000, Compensation $7,500, Nominating & Corporate Governance $5,000, Science & Technology $7,500 . Annual director cash/option mix for Kompella is shown below.
| Metric | 2023 | 2024 |
|---|---|---|
| Fee Earned or Paid in Cash | $60,000 | $61,875 |
| Stock Option Awards (grant-date FV) | $42,125 | $39,761 |
| Total Director Compensation | $102,125 | $101,636 |
Policy change: In Dec-2024, Board decreased grant-date FV of initial and annual director equity grants from $170,000 to $115,000 .
Performance Compensation
- Equity vehicle and vesting:
- Initial director grant: stock options; grant-date FV $170,000 (reduced to $115,000 after Dec-2024); vests monthly over 3 years, subject to continued service .
- Annual director grant (2024): stock options; grant-date FV $170,000; vests at earlier of one-year anniversary or next annual meeting, subject to continued service .
- No explicit performance metrics (awards are time-based). Clawback: Compensation Committee administers the Amended and Restated Compensation Recovery Policy .
| Equity Metric | 2023 | 2024 |
|---|---|---|
| Stock options outstanding at year-end (Kompella) | 408,631 | 475,560 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company directorships | None |
| Compensation Committee interlocks | None reported for 2024; no member was an officer/employee; no executive served on a committee/board employing OCGN executives |
Expertise & Qualifications
- Deep domain expertise in pharmaceutical sciences and ophthalmology; academic leadership; recognized Fellow (AAPS, ARVO, AOPT) .
- Editorial leadership (Editor-in-Chief of two journals; additional editorial roles), indicating strong scientific reputation and network .
- Co-founder perspective aligns board oversight with scientific and translational strategy .
Equity Ownership
| Date (As of) | Beneficial Ownership (shares) | Percent of Common Stock | Notes/Breakdown |
|---|---|---|---|
| May 10/23, 2024 | 1,111,353 | <1% (asterisk in table) | Includes: 550,674 common; 354 warrants exercisable within 60 days; 405,909 options exercisable within 60 days; plus 154,416 shares held by Kompella LLC (indirect) . |
| Apr 14, 2025 | 1,114,075 | <1% (asterisk in table) | Aggregate beneficial ownership; per-table ownership percentages based on 292,028,475 shares outstanding . |
Director stock ownership guidelines: non-employee directors must hold shares equal to at least 5x the annual base cash retainer within five years of becoming subject to the guidelines .
Related-Party Exposure and Conflicts
- Sponsored research agreement with University of Colorado Denver (effective Dec-15-2020; approx. $250,000; research services under direction of Dr. Kompella). Terminated in Sep-2023. Standard confidentiality/IP/indemnification terms. This represents a prior related-person transaction given his role at the university and board service at Ocugen .
- Audit Committee reviews and ratifies related-person transactions per policy oversight .
Governance Assessment
Strengths
- Independent director with strong, relevant scientific expertise; chairs Science & Technology Committee that directly influences portfolio strategy and diligence processes .
- Solid engagement: Board and committees met regularly; all directors met ≥75% attendance threshold; executive sessions for independent directors support oversight .
- Pay alignment: Board reduced director equity grant FV from $170,000 to $115,000 effective Dec-2024; stock ownership guideline at 5x base retainer supports long-term alignment .
- No interlocks and clear compensation committee independence in 2024 .
Watch items / potential red flags
- Prior related-party research arrangement at his academic institution (though modest in size and terminated in 2023); continue monitoring for new academic engagements .
- Co-founder status alongside independent designation may raise perceived independence questions for some investors; however, the Board affirms independence and maintains a Lead Independent Director structure .
- Director equity primarily in stock options (time-based vesting); limited performance-conditioned equity for directors may be viewed as weaker pay-for-performance linkage, though time-based equity is common for directors .
Notes on recent committee composition
- Kompella served on the Compensation Committee during 2024 alongside other independent directors; in 2023, the committee did not include him, indicating evolving committee composition aligned with independence requirements and skills needs .