Ocugen, Inc.OCGN
Ocugen, Inc. Stock Compensation Disclosure
Stock-Based Compensation
Stock-based compensation expense for stock options, RSUs, and PSUs is reflected in the consolidated statements of operations and comprehensive loss as follows (in thousands):
| Year ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| General and administrative | $ | 5,269 | $ | 6,876 | |||||||
| Research and development | 2,158 | 2,341 | |||||||||
| Total | $ | 7,427 | $ | 9,217 | |||||||
As of December 31, 2024, the Company had $5.4 million of unrecognized stock-based compensation expense related to stock options, RSUs and PSUs outstanding, which is expected to be recognized over a weighted average period of 1.6 years.
Equity Plans
The Company maintains two equity compensation plans, the 2014 Ocugen OpCo, Inc. Stock Option Plan (the "2014 Plan") and the Ocugen, Inc. 2019 Equity Incentive Plan (the "2019 Plan", collectively with the 2014 Plan, the "Plans"). On the first business day of each fiscal year, pursuant to the "Evergreen" provision of the 2019 Plan, the aggregate number of shares that may be issued under the 2019 Plan will automatically increase by a number equal to the lesser of 4% of the total number of shares of the Company's common stock outstanding on December 31st of the prior year, or a number of shares determined by the Board. As of December 31, 2024, the 2014 Plan and the 2019 Plan authorize for the granting of up to 0.8 million and 38.6 million equity awards in respect to the Company's common stock, respectively. The 2014 Plan and 2019 Plan have 0.5 million and 16.1 million equity awards remaining available for future grant, respectively, as of December 31, 2024. In addition to stock options, PSUs and RSUs granted under the Plans, the Company has granted certain stock options and RSUs as material inducements to employment in accordance with Nasdaq Listing Rule 5635 (c)(4), which were granted outside of the Plans.
Stock Options to Purchase Common Stock
The assumptions utilized in the fair value calculations for stock options as of December 31, 2024 and 2023 were as follows:
| Year ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Weighted average expected option term (years) | 5.9 | 5.9 | |||||||||
| Range of expected stock price volatility | 104% – 112% | 103% – 109% | |||||||||
| Weighted average expected stock price volatility | 108% | 106% | |||||||||
| Range of risk-free interest rate | 3.4% – 4.6% | 3.5% – 4.4% | |||||||||
| Expected dividend rate | 0% | 0% | |||||||||
The following table summarizes the stock option activity:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life (Years) | Aggregate Intrinsic Value (In Thousands) | ||||||||||||||||||||
| Options outstanding at December 31, 2023 | 13,161,228 | $ | 2.38 | 7.86 | $ | 337 | |||||||||||||||||
| Granted | 4,055,895 | 0.96 | |||||||||||||||||||||
| Exercised | (284,788) | 0.57 | 183 | ||||||||||||||||||||
| Forfeited | (735,187) | 3.52 | |||||||||||||||||||||
| Options outstanding at December 31, 2024 | 16,197,148 | $ | 2.01 | 7.40 | $ | 1,128 | |||||||||||||||||
| Vested and expected to vest at December 31, 2024 | 16,197,148 | $ | 2.01 | 7.40 | $ | 1,128 | |||||||||||||||||
| Options exercisable at December 31, 2024 | 9,687,991 | $ | 2.40 | 6.60 | $ | 731 | |||||||||||||||||
The weighted average grant date fair values of stock options granted during the years ended December 31, 2024 and 2023 were $0.80 and $0.85, respectively. During the years ended December 31, 2024 and 2023, the Company received $0.2 million and $0.1 million of cash proceeds from the exercises of stock options, respectively.
RSUs
The following table summarizes the RSU activity:
| Number of Shares | Weighted Average Grant-Date Fair Value | Aggregate Intrinsic Value (In Thousands) | |||||||||||||||
| RSUs unvested at December 31, 2023 | 2,982,661 | $ | 1.63 | $ | 1,715 | ||||||||||||
| Granted | 39,738 | 0.51 | 22 | ||||||||||||||
| Vested | (1,063,537) | 1.85 | 768 | ||||||||||||||
| Forfeited | (56,405) | 1.64 | 59 | ||||||||||||||
| RSUs unvested at December 31, 2024 | 1,902,457 | $ | 1.49 | $ | 1,531 | ||||||||||||
PSUs
In December 2023, pursuant to the 2019 Plan, the Compensation Committee of the Board adopted a performance restricted stock unit agreement (the "PSU Agreement"). Pursuant to the PSU Agreement, the Company granted 615,467 and 256,885 of market-based performance stock units at target on January 2, 2024 and April 16, 2024, respectively. All of these PSUs cliff vest after the requisite service period ending on December 31, 2026. The PSUs have the potential to be earned at between 0% and 200% of the number of awards granted depending on the level of growth of the Company's TSR as compared to the TSR of the
companies within the Nasdaq Biotechnology Index over the performance period. The fair value of the market-based PSUs was determined using a Monte Carlo simulation technique.
The following table summarizes the unvested PSU activity:
| Number of Shares | Weighted Average Grant-Date Fair Value | ||||||||||
| PSUs unvested at December 31, 2023 | — | $ | — | ||||||||
| Granted | 872,352 | $ | 1.71 | ||||||||
| Vested | — | $ | — | ||||||||
| Forfeited | — | $ | — | ||||||||
| PSUs unvested at December 31, 2024 | 872,352 | $ | 1.71 | ||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2024 | Mar 5, 2025 | Showing above |
| 2019 | Mar 27, 2020 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.