Pagaya Technologies Ltd

This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed 2025 executive compensation as described in the Compensation Discussion and Analysis and related tables. Management frames this as a standard “say-on-pay” vote intended to provide shareholders a voice on executive pay philosophy and outcomes; the Compensation Committee emphasizes alignment of executive incentives with long-term shareholder value via substantial equity-based awards and performance-linked metrics. Because the vote is advisory, its outcome will not change contractual pay but will be considered by the Board and Compensation Committee when setting future compensation. The Company highlights its pay objectives: attract and retain talent, reward performance, and align interests with shareholders. Given Pagaya’s recent financial performance (positive Adjusted EBITDA and Net Income in 2025) and material equity-based compensation movements, shareholders will evaluate whether realized pay tracks company performance and whether compensation decisions (including large equity grants and discretionary adjustments) are warranted. The Company’s dual-class share structure and founders’ significant voting power may affect the governance dynamics and the practical influence of a negative advisory vote. The Board recommends a FOR vote, arguing the program is appropriately designed and periodically reviewed with consultant input; however, dissenting shareholders might cite the size of certain awards or guaranteed bonuses as governance concerns. In sum, the proposal provides a governance signal to the Board on pay-for-performance alignment but does not compel changes; the Board will weigh the vote outcome in future compensation decisions.

Proposal 4 requests shareholder approval of a detailed bonus calculation framework for 2026 cash bonuses payable to the Company’s Management Directors. The framework splits payouts between company-wide performance (weighted metrics: Total Revenue and Other Income 15%, Network Volume 20%, GAAP Net Income 50%, Adjusted EBITDA 15%) and individual performance, with each component producing funding levels from 0% to 300% and an overall cap of 300% of base salary. Half of the target bonus is adjusted by the company performance multiplier and half by an individual performance multiplier, and the Compensation Committee and Board retain discretion to make final adjustments within the policy cap. The Board asserts the framework is designed to align executive incentives with corporate strategic priorities, balance top-line, volume and profitability measures, and preserve retention through upside opportunity and the possibility of discretionary awards (up to an additional 25% of base salary). Under Israeli Companies Law procedures, this resolution also requires a Special Majority: either a simple majority excluding controlling or personally interested shareholders or a threshold limiting oppositional votes by non-interested shareholders to 2% of outstanding voting power, which raises the bar for approval given the company’s governance structure. Management emphasizes consultant support and a market-based approach; critics could argue the weighting heavily favors GAAP Net Income, potentially encouraging accounting-driven results, or that broad discretionary authority and high caps could lead to outsized payouts. For investors evaluating the proposal, key considerations include the appropriateness of metric selection and weighting, the integrity of target-setting and the governance safeguards around discretionary adjustments. The Board recommends FOR, viewing the framework as fostering alignment and retention while preserving committee oversight and caps.

This proposal seeks shareholder ratification of compensation decisions already approved by the Compensation Committee and Board for several Management Directors. Specifically, in March 2026 the Board ratified grants of 185,000 RSUs to each of the three founder/executive directors (Krubiner, Pardo, Yulzari) with two-year vesting in equal annual installments, and earlier a 125,000 RSU grant to Rosen with quarterly vesting; the Board also approved a guaranteed 2024 bonus and a consulting payment stream for Rosen tied to her transition to a consulting role. Under the Israel Companies Law, shareholder ratification is required for director compensation; the Board contends these awards promote retention, incentivize performance, and align management with long-term shareholder interests. The proposal includes Special Majority requirements for certain resolutions (5.a and 5.b) which exclude votes by controlling shareholders or shareholders with a personal interest from the Special Majority calculation, thereby creating a higher hurdle for approval in certain circumstances. From a governance perspective, investors will assess whether the size, timing and vesting terms of these awards are commensurate with Company performance, peer benchmarks, and retention needs, particularly given recent positive Adjusted EBITDA in 2025 and the founders’ continued operational roles. The Board’s rationale references market-standard practices and targeted retention motives, while potential shareholder concerns include the magnitude of grants to insiders and the use of discretionary or guaranteed bonuses. A FOR vote would formalize the Board’s prior determinations and complete the statutory approval process; a vote against signals investor unease with the compensation levels or process. The Board recommends FOR, viewing the ratifications as consistent with the Compensation Policy and the Company’s strategic retention priorities.

Proposal 6 seeks shareholder approval of multi-year compensation terms for the Company’s Management Directors covering 2027–2029. The recommended package sets a Base Salary beginning at $1,610,400 in 2027 with 10% annual increases thereafter, a target annual bonus equal to 100% of base salary subject to company and individual performance multipliers and committee discretion (and a 300% cap), annual equity grants with grant-date fair value of up to $10,000,000 per executive, and customary benefits including indemnification and certain personal allowances for the CEO. The Compensation Committee and Board justify these levels as necessary to retain experienced executives with deep company knowledge, to align management’s interests with long-term shareholder value via sizeable equity awards, and to reflect market benchmarks. Under Israeli law, shareholder approval is required and this resolution also requires a Special Majority (excluding votes of controlling or personally interested shareholders from certain calculations), which elevates the governance threshold. Analysts and investors will scrutinize the magnitude of the equity envelope, its potential dilution, the cap and discretion on bonuses, and the specific perquisites (e.g., personal expense allowances and housing reimbursements) that apply to insiders, especially given the founders’ significant ownership and control dynamics. The Board argues these terms are proportionate to responsibilities and the Company’s growth objectives, while critics may contend the proposed equity quantum and benefits are generous and risk misalignment if not tightly conditioned on long-term performance. A FOR vote affirms the Board’s retention strategy; a rejection would signal investor resistance to size or structure and could force renegotiation or recalibration of executive pay frameworks.

Proposal 7 requests shareholder approval to increase the base cash retainer for non-employee directors (excluding the Chairman) from $40,000 to $50,000 and to remove the additional $10,000 committee chair retainer, effective January 1, 2026. The Compensation Committee and Board, after consulting Semler Brossy, concluded that the increase and simplification reflect market practice and justify a modest raise to attract and retain qualified independent directors. Equity grant practice and Chairman cash retainer remain unchanged, preserving the overall non-employee director compensation mix of cash plus RSU awards. From a governance perspective, the modest increase is unlikely to be controversial but shareholders will consider the overall pay-for-board-service balance and whether equity grants plus the higher cash retainer remain consistent with peer practices. The resolution requires an Ordinary Majority for approval; management emphasizes that the change is cost-effective and intended to streamline compensation administration. The Board recommends FOR, viewing the change as a targeted, consultant-backed update that maintains alignment between director incentives and long-term shareholder value.