Management Change/Compensation (Form 8-K)

Appointment of Chief Financial Officer and Principal Financial Officer

On February 9, 2026, Ocugen, Inc. (the "Company") announced the appointment of Rita Johnson-Greene as the Company's Chief Financial Officer, effective February 9, 2026. The Board of Directors of the Company appointed Ms. Johnson-Greene to serve as the Company's principal financial officer, effective immediately following the filing of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "Effective Time").

Prior to joining the Company, Ms. Johnson-Greene was Chief Operating Officer of Alliance for Regenerative Medicine from April 2023 to January 2026 and Vice President of Sales and Qualified Treatment Center Engagement for bluebird bio from May 2021 to April 2023. She previously held numerous roles at Spark Therapeutics, Inc. from November 2016 through May 2021 and at AstraZeneca from January 2007 to November 2016. She started her career at Accenture Strategy as a Consultant, focused on pharmaceutical ventures. She is currently a member of the board of directors of GirlTrek, which she has served on since July 2016. She also joined the Drexel University Biomed Dean's Executive Advisory Council in May 2024 and serves as a guest lecturer for the bio-medical graduate students. Ms. Johnson-Greene received her BA in Electrical Engineering from Drexel University and her MBA in Finance from the Wharton School of the University of Pennsylvania.

In connection with Ms. Johnson-Greene's appointment as Chief Financial Officer, the Company entered into an employment agreement with her (the "Employment Agreement") pursuant to which the Company has agreed to pay Ms. Johnson-Greene an initial annual base salary of $440,000, payable in accordance with the Company's regular payroll practices. Ms. Johnson-Greene is also eligible to earn an initial annual target bonus of up to 45% of her base salary, subject to performance criteria determined by the Company's Compensation Committee of the Board of Directors (the "Compensation Committee") and Chief Executive Officer, with the final amount awarded at the sole discretion of the Company's Compensation Committee. In addition, Ms. Johnson-Greene received a one-time sign-on bonus of $90,000, which is subject to full repayment if she leaves the Company before the one-year anniversary of her start date. Ms. Johnson-Greene is eligible to participate in the Company's benefit plans, programs and arrangements that may exist from time to time on the same terms that apply generally to other similarly situated employees.

Pursuant to the Employment Agreement, in the event Ms. Johnson-Greene is terminated by the Company without "cause" (as defined in the Employment Agreement) or by Ms. Johnson-Greene for "good reason" (as defined in the Employment Agreement), subject to Ms. Johnson-Greene's execution and non-revocation of a release of claims in favor of the Company and its affiliates, Ms. Johnson-Greene is eligible to receive (i) base salary continuation for 12 months following her termination date and (ii) if she elects COBRA continuation coverage, payment of the employer portion of her COBRA premiums for applicable health or dental insurance coverage until the earliest of 12 months following her termination or the date that she becomes eligible for health insurance coverage under another employer's or spouse's employer health plan. In addition, in the event that Ms. Johnson-Greene's employment is terminated by the Company without cause or by Ms. Johnson-Greene for good reason within three months prior to or 12 months after a "change in control" (as defined in the Employment Agreement), subject to Ms. Johnson-Greene's execution and non-revocation of a release of claims in favor of the Company and its affiliates, Ms. Johnson-Greene is also eligible to receive (i) an additional payment equal to 75% of her then-current target annual bonus, payable in a lump sum, and (ii) full acceleration of all unvested restricted stock, stock options, and other equity incentive awards held by Ms. Johnson-Greene.