Ocugen, Inc. 8-K

What Happened
Ocugen, Inc. (OCGN) announced on February 9, 2026 that Rita Johnson-Greene was appointed Chief Financial Officer, effective February 9, 2026, and will become the company’s principal financial officer immediately following the filing of Ocugen’s Form 10‑K for the year ended December 31, 2025 (the “Effective Time”). Current finance officer Ramesh Ramachandran will step down as principal financial officer at the Effective Time but will remain Ocugen’s Chief Accounting Officer and principal accounting officer.

Key Details

• Initial annual base salary: $440,000.
• Target bonus: eligible for up to 45% of base salary, awarded at the Compensation Committee’s discretion.
• Sign-on bonus: $90,000 (must be repaid in full if she leaves before one year).
• Severance: if terminated without cause or resigns for good reason, eligible for 12 months of base salary continuation and up to 12 months of employer COBRA premium payment (subject to release).
• Change-in-control protection: if termination occurs within 3 months before or 12 months after a change in control, eligible for a lump-sum payment equal to 75% of her then-current target bonus and full acceleration of unvested equity (subject to release).
• Equity awards approved: option to purchase 750,000 shares and 500,000 restricted stock units (RSUs) under the 2019 Equity Incentive Plan; options exercise price = Nasdaq closing price on grant date; options and RSUs vest in equal annual installments over 3 years, subject to service.
• No family relationships or related-party transactions requiring disclosure; employment agreement attached as Exhibit 10.1.

Why It Matters
This filing signals a leadership change in Ocugen’s finance team with a permanent CFO in place. Investors should note the compensation and severance commitments (cash and benefits for up to 12 months plus change-in-control protections) and the sizable equity package (750k options + 500k RSUs), which could affect outstanding share-based compensation. The filing does not include forward-looking financial results; it documents the governance and compensation terms tied to the new CFO appointment.