Pagaya Technologies Ltd

1. 1

   Election of Directors

   ManagementBoard: FOR

   Reelect nine incumbent directors and elect one new nominee (Jason Gardner) to the Board for one-year terms expiring at the 2027 annual meeting.

2. 2

   Reappointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Approve reappointment of Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global) as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026 and authorize the Audit and Finance Committee to set their remuneration.

3. 3

   Advisory (Non-binding) Approval of 2025 Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and related tables.

   More detail

   This advisory "say-on-pay" proposal asks shareholders to approve, on a non-binding basis, the Company’s 2025 named executive officer compensation as disclosed in the Compensation Discussion and Analysis and accompanying tables. Management is seeking shareholder feedback to affirm its compensation design, which it states is intended to attract, motivate and retain executives, reward achievement of challenging objectives, and align management with shareholder interests primarily through equity awards. The vote is non-binding; however, the Compensation Committee and Board state they will consider the outcome when setting future compensation. The context includes the Company’s disclosed pay-versus-performance data showing substantial change in “Compensation Actually Paid” for the PEO and other NEOs in recent years and the use of Adjusted EBITDA and other metrics in linking pay to performance. Shareholders may view this as a routine governance signal about alignment and oversight; a negative vote could prompt the Compensation Committee to re-evaluate program design or disclosures. Because the vote is advisory, practical consequences depend on the Board’s responsiveness and any follow-up engagement. The Board recommends a vote FOR, arguing the program is appropriate, competitive, and aligned with long-term shareholder value creation. Investors evaluating this proposal should weigh the disclosed links between pay and company performance, the magnitude of realized compensation, and the Company’s explanations for compensation decisions in light of recent financial results and strategic objectives.

4. 4

   Approval of the 2026 Bonus Calculation Framework for Management Directors

   ManagementBoard: FOR

   Approve the framework for calculating 2026 cash bonuses for the CEO and Deputy CEOs using company performance (Total Revenue and Other Income, Network Volume, GAAP Net Income, Adjusted EBITDA) and individual performance multipliers, with caps and discretionary adjustments.

   More detail

   This proposal requests shareholder approval of the formulaic framework the Board will use to calculate 2026 cash bonuses for the CEO and other Management Directors. The framework combines a Company performance multiplier—weighted across Total Revenue and Other Income (15%), Network Volume (20%), GAAP Net Income (50%), and Adjusted EBITDA (15%) with funding levels of 0% to 300% for each metric—and an individual performance multiplier that similarly adjusts funding from 0% to 300%, with the final payout subject to Compensation Committee and Board discretion and an overall cap of 300% of base salary. Half of each participant’s target bonus is adjusted by the Company multiplier and half by the individual multiplier; the Board also reserves authority to award discretionary bonuses up to 25% of base salary for the CEO and each other Management Director. Management seeks shareholder approval primarily to satisfy Israeli Companies Law requirements and to secure shareholder support for the compensation design as a retention and incentive tool. The Compensation Committee and Board contend the framework provides clear, objective company-level metrics while preserving discretion to address individual circumstances. Notably, the framework places significant weighting on GAAP Net Income (50%), signaling emphasis on bottom-line performance, which may appeal to investors focused on profitability but could also concentrate risk on a single metric. The proposal requires both an Ordinary Majority and a Special Majority under Israeli law, meaning votes by controlling or personally interested shareholders may be excluded for the Special Majority test, which has governance implications given the Company’s dual-class structure and insider holdings. Investors should evaluate whether the metric selection, weightings, caps, and discretionary authorities appropriately align incentives without encouraging excessive risk-taking or creating outsized upside for management relative to shareholder returns. The Board recommends FOR, arguing the framework balances company performance goals with individual accountability and retention needs.

5. 5

   Ratification of Prior Compensation Actions for Management Directors

   ManagementBoard: FOR

   Ratify prior Compensation Committee and Board-approved grants and arrangements: 185,000 RSUs to each founder director (Krubiner, Pardo, Yulzari) granted March 2026; 125,000 RSUs to Rosen (March 2025); Rosen’s guaranteed 2024 bonus and consulting transition payments.

   More detail

   This proposal seeks retroactive shareholder ratification of a set of compensation actions previously approved by the Compensation Committee and the Board for the Company’s Management Directors and founder executives. The primary items include the March 2026 grant of 185,000 RSUs each to founder directors Krubiner, Pardo, and Yulzari (vesting in two equal annual installments), a March 2025 grant of 125,000 RSUs to Tami Rosen (vesting quarterly over two years), Rosen’s guaranteed $600,000 2024 bonus under her amended employment agreement, and transition-related consulting payments and a one-time salary-equivalent payment tied to her move to a consultant role. Management justifies these actions as necessary for retention, motivation, and alignment with long-term performance, and contends they are market-standard. Because Israeli law requires shareholder approval of director compensation, the Company is seeking ratification to satisfy legal and governance requirements after the fact. Resolutions 5.a and 5.b require a Special Majority in addition to an Ordinary Majority, which elevates the importance of excluding votes by controlling or personally interested shareholders in the Special Majority tally and could affect outcomes given substantial insider holdings. From an investor oversight perspective, key considerations include the size and timing of the awards relative to peer practice, the vesting structure, whether the grants are performance- or service-based, and the potential dilution and incentive effects. A vote FOR supports the Board’s view that these compensatory measures were appropriate to retain senior leadership; a vote AGAINST could signal shareholder concern over retroactive awards or the magnitude of founder pay. The Board recommends FOR, noting prior Board and Compensation Committee approval and the awards’ alignment with retention objectives.

6. 6

   Approval of Management Directors’ Compensation for 2027–2029

   ManagementBoard: FOR

   Approve the Compensation Committee and Board-recommended terms for the Company’s Management Directors for 2027–2029, including Base Salary (starting $1,610,400 in 2027 with 10% annual increases), target annual bonus of 100% of base salary, annual equity grants with grant date fair value up to $10,000,000, benefits, and continued termination/change-in-control provisions.

   More detail

   This proposal requests shareholder approval of the Compensation Committee and Board’s recommended compensation package for the Company’s Management Directors (the CEO and the Deputy CEOs) for the 2027–2029 period. Key elements include a Base Salary starting at $1,610,400 in 2027 with a 10% annual increase thereafter, a target annual bonus equal to 100% of base salary subject to a Company performance multiplier and individual performance multiplier and final discretionary adjustments (capped at 300% of base salary), annual equity grants with a grant date fair value of up to $10,000,000, standard senior executive benefits, and existing termination and change-of-control provisions. Management frames these terms as market-appropriate for retention and to align senior management with long-term shareholder outcomes, relying on benchmarking and the executives’ strategic importance. The proposal requires both an Ordinary Majority and a Special Majority under Israeli law, so votes by controlling or personally interested shareholders may be excluded for the Special Majority calculation, which bears on governance scrutiny given concentrated insider holdings. From a governance and investor perspective, critical issues include the potential size and dilution of the up-to-$10 million equity awards, the adequacy of performance metrics and vesting conditions tied to such awards, and whether the overall package creates appropriate incentives without encouraging excessive risk-taking or guaranteed wealth transfers. The Board recommends FOR, citing the executives’ expertise, contribution potential, and the need to retain high-caliber leadership for company growth and execution.

7. 7

   Approval of Changes to Cash Compensation for Non-Employee Directors

   ManagementBoard: FOR

   Approve changes effective January 1, 2026: increase annual cash retainer for non-employee directors (other than Chairman) from $40,000 to $50,000 and eliminate the $10,000 additional retainer for serving as chair of any committee; no change to Chairman retainer or equity grants.

   More detail

   This proposal asks shareholders to approve modest changes to the Company’s non-employee director cash compensation: an increase in the base annual cash retainer from $40,000 to $50,000 for non-Chair directors and elimination of the separate $10,000 committee chair retainer, effective January 1, 2026. The Compensation Committee and Board, after consultation with compensation consultant Semler Brossy, concluded the changes better align the Company’s director cash pay with market practice while leaving the Chairman’s retainer and annual equity grants unchanged. Management presents this as a targeted adjustment to maintain competitive compensation and simplify the retainer structure. From a governance perspective, the change is relatively limited in cash impact but should be evaluated against total director pay (including unchanged equity grants) and committee workloads. Because director compensation requires shareholder approval under Israeli law, the Board seeks shareholder confirmation to implement the change. Shareholders focused on governance will weigh whether the increase is modest and justified by benchmarking or whether it could contribute to overall escalation in director pay absent additional accountability measures. The Board recommends FOR, emphasizing consultant-backed benchmarking and the goal of attracting experienced independent directors.

Upcoming shareholder meetings at Pagaya Technologies Ltd’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Pagaya Technologies Ltd 2026 annual meeting?

Pagaya Technologies Ltd (PGY) holds its 2026 annual shareholder meeting on Monday, August 17, 2026.

What is the record date for the Pagaya Technologies Ltd 2026 meeting?

The record date for the Pagaya Technologies Ltd 2026 meeting is Friday, June 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Pagaya Technologies Ltd's 2026 meeting?

The board is presenting 10 director nominees at the Pagaya Technologies Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Pagaya Technologies Ltd 2026 meeting?

Shareholders will vote on 7 proposals at the Pagaya Technologies Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.