DEF 14A of Pagaya Technologies Ltd.
Filed Apr 30, 2025 · FY20240001883085-25-000066
PROPOSAL 1: ELECTION OF DIRECTORS 2
PROPOSAL 1: ELECTION OF DIRECTORS 2
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS 13
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS 13 Summary Compensation Table 13 Narrative Disclosure to Summary Compensation Table 13 Compensation Committee Consultant 16 Executive Employment Arrangements 16 Clawback Disclosures 18 Policies on the Timing of Equity Awards 18 Outstanding Equity Awards at Fiscal Year End 2024 19 Non-Employee Director Compensation 20 Director Compensation Table 20 Compensation Policy under the Companies Law 20 Related Party Transactions 23 Delinquent Section 16(a) Reports 25
PROPOSAL 3: APPROVAL OF THE FRAMEWORK FOR THE 2025 BONUSES FOR OUR EXECUTIVE OFFICERS WHO ARE ALSO DIRECTORS 30
PROPOSAL 3: APPROVAL OF THE FRAMEWORK FOR THE 2025 BONUSES FOR OUR EXECUTIVE OFFICERS WHO ARE ALSO DIRECTORS 30
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS The board of directors of the Company (the “Board” or the “Board of Directors”) currently consists of nine directors. Our Articles of Association provide that our Board may consist of not less than three and up to ten directors. Until 2024, under our Articles of Association, our directors were divided into three classes, as nearly equal in number as possible. At the 2024 annual general meeting of our shareholders, the phasing out of the Board classification was approved, such that (i) at the 2024 Annual Meeting, each of the Directors in Class II was elected to hold office for a term of two years, which will expire at the time of the 2026 Annual Meeting; and (ii) at the 2025 Annual Meeting and all Annual Meetings thereafter, each of the directors up for election will be elected to hold office for a term of one year. Each director serves through the term of his or her class (if any), until the phase out is completed in 2026. Beginning with the 2026 annual meeting, all Directors will be up for reelection yearly, except in the event of his or her earlier death, resignation, removal or other termination. The term of each of our Class III directors, Gal Krubiner, Avital Pardo, Yahav Yulzari, as well as Asheet Mehta and Alison Davis, who joined the Board in December 2024 and are not assigned to a class) expires at the Annual Meeting. Our Class I director, Harvey Golub, and our Class II directors, Avi Zeevi, Tami Rosen and Dan Petrozzo, are each serving a term that expires at the 2026 annual general meeting of shareholders. Except as indicated herein, there are no arrangements or understandings between any director and any other person pursuant to which such director was selected as director. Upon recommendation of our Nominating and Corporate Governance Committee, our Board nominated each of Gal Krubiner, Avital Pardo, Yahav Yulzari, Asheet Mehta and Alison Davis for reelection at the Annual Meeting to serve until the 2026 annual general meeting of shareholders, and until their successors have been duly elected and qualified, or until their office is vacated in accordance with our Amended Articles of Association or the Israel Companies Law. Each director nominee has consented to being named in this Proxy Statement and to serve if elected and has advised us that they have the qualifications and time required for the performance of their duties as a director of Pagaya, and that there are no legal restrictions preventing them from assuming such office. Asheet Mehta and Alison Davis each qualify as an independent director under the Nasdaq listing standards. Gal Krubiner, Avital Pardo and Yahav Yulzari are members of the Company’s management team and thus do not qualify as independent directors under the Nasdaq listing standards. In accordance with the Israel Companies Law, each of the nominees for reelection at the annual meeting have certified to us that they meet all the requirements of the Israel Companies Law for election as a director of a public company, and possesses the necessary qualifications and has sufficient time to fulfill their duties as a director of Pagaya, taking into account the size and particular needs of Pagaya. Alison Davis is currently a member of the Audit and Finance Committee (also known simply as the Audit Committee). Asheet Mehta is currently a member of the Risk Committee. Each of Ms. Davis and Mr. Mehta satisfies the independence requirements under Nasdaq listing standards and, in the case of Ms. Davis who is a member of the Audit Committee, Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Biographical information concerning each of the director nominees is provided below.
Nominees for Election to the Board as Director
Nominees for Election to the Board as Director Gal Krubiner, 36, has served as the Chief Executive Officer and a director since co-founding the Company in 2016. Mr. Krubiner brings extensive experience to the investments and wealth management industry with a specialization in innovative and sophisticated credit structured products. Prior to co-founding Pagaya, Mr. Krubiner focused on structuring and distributing sophisticated credit and asset-backed securities products with UBS AG from 2012 to 2016, as well as holding other positions specializing in investment, entrepreneurism, and financial markets. Mr. Krubiner earned a B.A. in Applied Science, Economics & Statistics from Tel-Aviv University. Avital Pardo, 39, has served as Chief Technology Officer and a director of the Company since co-founding the Company in 2016. Mr. Pardo was instrumental in designing the Company’s AI-based credit model and system. Prior to joining the Company, Mr. Pardo was one of the first employees at Fundbox and focused on algorithms from 2014 to 2015. Mr. Pardo earned a B.A. in Mathematics and Physics and a Master of Science, Mathematics from Hebrew University. Yahav Yulzari, 39, currently serves as our Chief Business Officer since 2024, prior to which he served as Chief Revenue Officer since co-founding the Company in 2016; Mr. Yulzari has served as a director since co-founding the Company in 2016. Mr. Yulzari oversees the Company’s growth and global commercial activities. He is a former real estate entrepreneur. Prior to his entrepreneurship endeavors, Mr. Yulzari was a professional goalkeeper in the Israeli football league and he was on the national under 21 team. Alison Davis, 63, has served as a director since 2024. She currently serves as the Chairman and Managing Partner of Blockchain Coinvestors, a venture firm in the blockchain industry. From 2004 to 2010, she was the Managing Partner of Belvedere Capital, a regulated bank holding company and private equity firm focused on investing in U.S. banks and financial services firms. From 2000 to 2003, Ms. Davis was the Chief Financial Officer of Barclays Global Investors (now BlackRock), the world’s largest institutional investment firm. Earlier in her career, Ms. Davis spent 14 years as a strategy consultant and advisor to Fortune 500 CEOs, boards and executive teams with McKinsey & Company, and as a practice leader with A.T. Kearney, where she built and led the global Financial Services Practice. Ms. Davis has served on the Board of Directors of private companies Kraken, a cryptocurrency solutions company, since 2023 and Bitwise, a cryptocurrency asset manager, since 2018. Ms. Davis was a Director of SVB Financial, the parent company of Silicon Valley Bank, from 2020 to 2024, a Director of Fiserv, a publicly-traded payments and financial technology company, from 2014 to 2023, a Director of JanusHenderson, a publicly-traded global asset manager, from 2021 to 2023 and a Director and Chairman of the Audit Committee of Pacaso, a private company specializing in shared ownership of vacation homes, from 2021 to 2024. Ms. Davis received a Bachelor of Arts (honors) and Master’s in economics from Cambridge University and an MBA from the Stanford Graduate School of Business. Asheet Mehta, 59, has served as a director of the Company since 2024. is a Senior Partner in McKinsey & Company’s New York Office, where he served a broad range of players across financial services, technology and higher education. He previously led the Financial Services Practice in the Americas and Co-led the Financial Services Practice globally. He has also been a member of the Firm’s Shareholders Council (McKinsey’s board) and holds various other leadership roles, including leading an effort to serve disruptive industries and early-stage companies. His work has ranged from corporate strategy and assisting with large scale transformations to functional performance improvement and organizational effectiveness. He serves on the board of Piramal Enterprises, a publicly listed lender in India, the Board of the Asia Society, where he chairs the Risk and Audit committee, and the Board of Visitors of Columbia University’s School of Engineering and Applied Sciences. Mr. Mehta has a B.S. in Electrical Engineering from Columbia University and an M.B.A. with High Honors in Finance and Production Management from the University of Chicago.
Proposed Resolutions
Proposed Resolutions You are requested to adopt the following resolutions: “1.a. RESOLVED, that Gal Krubiner be elected as a director, to serve until the 2026 annual general meeting of shareholders or until his successor has been elected and qualified, or until his office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law, 5759-1999; “1.b. RESOLVED, that Avital Pardo be elected as a director, to serve until the 2026 annual general meeting of shareholders or until his successor has been elected and qualified, or until his office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law, 5759-1999; and “1.c. RESOLVED, that Yahav Yulzari be elected as a director, to serve until the 2026 annual general meeting of shareholders or until his successor has been elected and qualified, or until his office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law, 5759-1999.” “1.d. RESOLVED, that Alison Davis be elected as a director, to serve until the 2026 annual general meeting of shareholders or until her successor has been elected and qualified, or until her office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law, 5759-1999.” “1.e. RESOLVED, that Asheet Mehta be elected as a director, to serve until the 2026 annual general meeting of shareholders or until his successor has been elected and qualified, or until his office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law, 5759-1999.” The affirmative vote of the holders of a majority of the voting power represented at the Annual Meeting in person or by proxy and voting thereon is required to adopt each of the foregoing resolutions (an “Ordinary Majority”). Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on these proposals. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ADOPTION OF EACH OF THE FOREGOING RESOLUTIONS.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
External Directors
External Directors Under the Israel Companies Law, companies incorporated under the laws of the State of Israel that are “public companies,” including companies with shares listed on Nasdaq, are required to appoint at least two external directors. Pursuant to regulations promulgated under the Israel Companies Law, companies with shares traded on certain U.S. stock exchanges, including Nasdaq, that do not have a “controlling shareholder” may, subject to certain conditions, “opt out” from the Israel Companies Law requirements to appoint external directors and related Israel Companies Law rules concerning the composition of the audit committee and compensation committee of the board of directors. In accordance with these regulations, we have elected to “opt out” from the Israel Companies Law requirement to appoint external directors and related Israel Companies Law rules concerning the composition of the audit committee and compensation committee of our Board.
Continuing Directors (Terms Continue Until the 2026 Annual General Meeting of Shareholders)
Continuing Directors (Terms Continue Until the 2026 Annual General Meeting of Shareholders) Harvey Golub, 86, has served as a director of Pagaya since 2018. Mr. Golub currently serves as the chairman of Dynasty Financial Partners and Marblegate Acquisition Corp, and as a member of the advisory board of Marblegate Asset Management LLC. He is also on the boards of the American Enterprise Institute and the Manhattan Institute for Policy Research, as well as a member of the board of trustees of Jupiter Medical Center and chairman of the Maltz Jupiter Theater Foundation Board. Mr. Golub has over 35 years of experience guiding companies’ organizational visions and strategies. He was chairman and CEO of American Express and IDS Financial Services and a director of McKinsey & Co. He has also served as chairman on the boards of American International Group, Campbell Soup Company, and the Reader’s Digest Association, and a member of the boards of Dow Jones & Company, Hess Corporation, RHJ International and several private companies. Mr. Golub received his B.S. from New York University. Avi Zeevi, 74, has served as a director of the Company since 2016. Mr. Zeevi has also served as chairman of the board of directors of Payoneer since 2008 (NASDAQ: PAYO). Mr. Zeevi is a FinTech entrepreneur and investor. He co-founded the Viola group—a private equity investment group with over $4.5 billion of assets under management, in 2000, and is co-founder and general partner of Viola Ventures, a venture capital firm. Mr. Zeevi is also a co-founder and the chairman of the investment committee of Viola FinTech. Mr. Zeevi has more than 40 years of experience as an entrepreneur, executive and investor. Mr. Zeevi has experience in the global financial industry through his involvement in several FinTech companies including: MINT Systems, Decalog and Actimize, where he served as an active chairman from 2001 until it was sold to NICE Systems (NASDAQ: NICE). Mr. Zeevi also serves as a chairman of Personetics Technologies Ltd. And a director of EverC Ltd., Shift Time Inc., Duetti Inc., Sympera Ltd. and Bounce Technologies Ltd. He also serves as a director in companies/entities within Viola group and entities affiliated with Viola group. Furthermore, Mr. Zeevi is also the Chairman of the investment committee of Israel Legacy Partners, a private equity fund focused on long-term investments in family companies. Mr. Zeevi is a former board member at The Center for Educational Technology (CET) which is dedicated to the advancement of the education system in Israel, in the Jewish world and around the globe, and a board member at Bat Sheva Dance Company. He is also a member of the Board of Governors of the Technion, the Israel Institute of Technology. Mr. Zeevi received his BSc in Industrial Engineering from Technion, Israel Institute of Technology. Tami Rosen, 54, joined Pagaya in 2021 as the Chief People Officer. In April 2024, Ms. Rosen was appointed to the Board of Directors, as well as named Chief Development Officer and the Chair of Pagaya’s new strategic Advisory Board. As the Company’s first C-Suite hire, Ms. Rosen was instrumental in helping to scale Pagaya’s business, support M&A activities, attract and retain top talent, and assist in Pagaya’s successful public offering. Prior to joining Pagaya, Ms. Rosen served in various senior executive roles at Apple, Goldman Sachs, Atlassian, and Luminar Technologies, including Chief People Officer at both Atlassian, a software company (in 2020) and Luminar Technologies, a global automotive technology company (from 2018 to 2020). She pioneered Wall Street's first LGBTQ+ Ally Program at Goldman Sachs and conceptualized Atlassian's 'TEAM Anywhere' program, revolutionizing remote work norms. At Pagaya, she spearheaded the ‘Culture of Learning’ initiative, which emphasizes continuous growth. Ms. Rosen received her undergraduate degree from Binghamton University in Law and Society. Dan Petrozzo, 60, has served as a director of the Company since 2018. Mr. Petrozzo is former Partner and Venture Partner at Oak HC/FT (from 2017 to 2024) where he focused on growth equity and early-stage venture opportunities in Fintech. He currently serves on the boards of Sure Inc. and Nokod Security Ltd. Previously, Mr. Petrozzo co-founded Verilume, a cloud computing company, which was sold to Intralinks in 2016. Mr. Petrozzo is a former partner at Goldman Sachs where he served as Global Head of Technology for Investments Management. He was also Chief Information Officer at Fidelity Investments and Co-Chief Information Officer at Morgan Stanley. He was also on the founding team at StorageApps, which was sold to Hewlett Packard. Mr. Petrozzo received his B.A. from Moravian College and his J.D. from Seton Hall University Law School.
Major Shareholders
| (5) Represents (i) 1,864,185 Class B Ordinary Shares, (ii) 523,076 Class A Ordinary Shares, (iii) 2,724,989 Class B Ordinary Shares held in trust for Gal Krubiner by Hamilton Trust Company of South Dakota LLC, as Trustee of the Azure Sea Trust (in trust for Gal Krubiner), (iv) 5,160,622 vested options to acquire Class B Ordinary Shares and (v) 915,588 options subject to performance-based vesting that may be exercised into restricted Class B Ordinary Shares. Such performance-based options are not subject to any continued employment vesting condition. |
Major Shareholders
| (6) Represents (i) 4,589,174 Class B Ordinary Shares, (ii) 161,637 Class A Ordinary Shares, (iii) 5,160,622 vested options to acquire Class B Ordinary Shares and (iv) 915,588 options subject to performance-based vesting that may be exercised into restricted Class B Ordinary Shares. Such performance-based options are not subject to any continued employment vesting condition. |
Major Shareholders
| (7) Represents (i) 2,640,628 Class B Ordinary Shares, (ii) 283,125 Class A Ordinary Shares, (iii) 833,333 Class B Ordinary Shares held in Adams Holdings Group Limited and beneficially owned by Avital Pardo (iv) 7,449,574 vested options to acquire Class B Ordinary Shares and (iv) 1,373,379 options subject to performance-based vesting that may be exercised into restricted Class B Ordinary Shares. Such performance-based options are not subject to any continued employment vesting condition. |
Major Shareholders
| (8) Represents (i) 17,562 Class A Ordinary Shares, (ii) 205,747 vested options to acquire Class A Ordinary Shares, (iii) 6,250 RSUs that will vest within 60 days of March 31, 2025, and (iv) 28,275 options subject to performance-based vesting that may be exercised into restricted Class A Ordinary Shares. |
Major Shareholders
| (9) Represents (i) 86,012 Class A Ordinary Shares, (ii) 117,810 vested options to acquire Class A Ordinary Shares, (iii) 6,250 RSUs that will vest within 60 days of March 31, 2025, and (iv) 23,562 options subject to performance-based vesting that may be exercised into restricted Class A Ordinary Shares. The address of Mr. Petrozzo is 35 Barron Hill Road, Easton, Pennsylvania, 18042, USA. |
Major Shareholders
| (10) Represents (i) 47,562 Class A Ordinary Shares, (ii) 144,086 vested options to acquire Class A Ordinary Shares, (iii) 6,250 RSUs that will vest within 60 days of March 31, 2025, and (iv) 28,818 options subject to performance-based vesting that may be exercised into restricted Class A Ordinary Shares. |
Major Shareholders
| (11) Represents (i) 38,181 Class A Ordinary Shares, (ii) 273,706 vested options to acquire Class A Ordinary Shares, (iii) 28,467 RSUs that will vest within 60 days of March 31, 2025, and (iv) 13,429 options subject to performance-based vesting that may be exercised into restricted Class A Ordinary Shares. |
Major Shareholders
| (13) Represents (i) 91,163 Class A Ordinary Shares, and (ii) 31,454 RSUs that will vest within 60 days of March 31, 2025. |
Major Shareholders
| (14) Represents 6,250 RSUs that will vest within 60 days of March 31, 2025. |
Major Shareholders
| (15) Represents 6,250 RSUs that will vest within 60 days of March 31, 2025. |
Change in Control Arrangements
Change in Control Arrangements We are not aware of any arrangement that may at a subsequent date, result in a change of control of the Company.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS This section discusses the material components of the executive compensation program for Pagaya’s executive officers who were “named executive officers” for 2024. For 2024, Pagaya’s “named executive officers” and their positions were as follows: ●Gal Krubiner, Chief Executive Officer and Director; ●Evangelos Perros, Chief Financial Officer; ●Sanjiv Das, President; ●Tami Rosen, Chief People Officer (through April 8, 2024), Chief Development Officer and Director (since April 8, 2024); and ●Avital Pardo, Chief Technology Officer. Pagaya is an emerging growth company and therefore is subject to reduced disclosure obligations regarding executive compensation, including only being required to provide disclosure with respect to three current “named executive officers” (the chief executive officer and the Company's two most highly compensated current executive officers who are not the chief executive officer) and is exempt from the requirements of holding a nonbinding advisory vote on executive compensation. The Company is also subject to a requirement to disclose compensation paid to up to two former executive officers if, but for the individual not being an executive officer at the end of 2024, they would have been named executive officers. Under the Companies Law, Pagaya is required to disclose compensation paid to the five most highly compensated “office holders” (as defined in the Companies Law – broadly speaking, any director, the chief executive officer, and any manager who reports directly to the chief executive officer).
Summary Compensation Table
Summary Compensation Table The table below provides information with respect to the fiscal years ended December 31, 2024 and December 31, 2023 regarding the compensation of the named executive officers. Amounts are rounded to the nearest thousand.
Summary Compensation Table
| Name | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2)(3) | All other compensation ($) | Total ($) | | Gal Krubiner | 2024 | $1,000,000 | $2,000,000 | $— | $— | $703,000 | $3,703,000 | | | 2023 | $1,000,000 | $500,000 | $— | $— | $650,000 | $2,150,000 | | Avital Pardo | 2024 | $1,000,000 | $— | $— | $— | $122,000 | $1,122,000 | | Sanjiv Das | 2024 | $1,400,000 | $127,000 | $729,000 | $6,206,000 | $27,000 | $8,489,000 | | Evangelos Perros | 2024 | $608,000 | $762,000 | $2,915,000 | $— | $5,000 | $4,290,000 | | Tami Rosen | 2024 | $650,000 | $400,000 | $1,822,000 | $— | $132,000 | $3,004,000 | | | 2023 | $650,000 | $400,000 | $1,515,000 | $— | $11,000 | $2,576,000 |
Summary Compensation Table
(1) Amounts payable in this bonus column represent an annual performance bonus determined by the Pagaya Board, based on performance during the previous calendar year and actually paid to the named executive officers. (2) Amounts reflect the full grant-date fair value of restricted stock units (“RSUs”) or options calculated in accordance with ASC Topic 718. (3) Total option award with 4 year vesting schedule. (4) Salary amount includes an additional payment of $750,000 as set forth in Mr. Das’s employment agreement, described below.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Our employment agreements with named executive officers provide that, in the event that one of our named executive officers’ employment is terminated by the Company without “Cause” or by the executive for “Good Reason”, subject to such executive’s executing and not revoking a general release and complying with twelve-month post-employment covenants not to compete or to solicit employees, customers or clients, our named executive officers would be entitled to: ●For Messrs. Krubiner and Pardo: (i) twelve months of base salary continuation, (ii) a pro-rated annual cash incentive bonus at target and (iii) Company payment of a portion of COBRA premiums for up to twelve months so that the cost for coverage is commensurate with active employees. ●For Messrs. Das and Perros and Ms. Rosen: (i) six months of base salary continuation, (ii) a pro-rated annual cash incentive bonus at target and (iii) Company payment of a portion of COBRA premiums for up to six months so that the cost for coverage is commensurate with active employees. Notwithstanding the foregoing, in the event such termination by the Company without “Cause” or by the executive for “Good Reason” occurs within twelve months immediately following a “change in control,” subject to such executive’s executing and not revoking a general release and complying with twelve-month post-employment covenants not to compete or to solicit employees, customers or clients, our named executive officers would be entitled to: ●For Messrs. Krubiner and Pardo: (a) a lump sum payment in the amount of eighteen months of base salary, (b) a full annual cash incentive bonus at target plus any unpaid prior year bonus at target, (c) Company payment of a portion of COBRA premiums for up to twelve months so that the cost for coverage is commensurate with active employees, and (d) accelerated vesting of all outstanding equity awards. ●For Messrs. Das and Perros and Ms. Rosen:(a) a lump sum payment in the amount of twelve months of base salary, (b) a full annual cash incentive bonus at target plus any unpaid prior year bonus at target, (c) Company payment of a portion of COBRA premiums for up to twelve months so that the cost for coverage is commensurate with active employees, and (d) accelerated vesting of all outstanding equity awards.
Outstanding Equity Awards at Fiscal Year End 2024
Outstanding Equity Awards at Fiscal Year End 2024
Outstanding Equity Awards at Fiscal Year End 2024
| | Option Awards | | | | Stock Awards | | | Name | Number of securities underlying unexercised options (#) | Number of securities underlying unexercised options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | | | (Exercisable) | (Unexercisable) | | | | | | Gal Krubiner(2) | 582,680 | — | $0.44 | 8/11/2030 | | | | | 4,577,942 | 915,588 | $18.96 | 3/17/2031 | | | | Avital Pardo(3) | 582,680 | — | $0.44 | 8/11/2030 | | | | | 6,866,894 | 1,373,379 | $18.96 | 3/17/2031 | | | | Sanjiv Das(4) | — | 700,000 | $15.00 | 10/16/2034 | 142,894 | $1,327,485 | | Evangelos Perros(5) | 7,175 | 4,670 | $51.36 | 12/29/2031 | 231,844 | $2,153,831 | | | 14,311 | — | $12.24 | 2/24/2033 | | | | Tami Rosen(6) | 218,644 | — | $10.68 | 3/17/2031 | 129,474 | $1,202,813 | | | 18,665 | — | $10.68 | 6/27/2031 | | | | | 8,174 | — | $12.24 | 2/24/2033 | | | | | — | 2,920 | $51.36 | 12/29/2031 | | | | | 4,672 | 2,918 | $51.36 | 12/29/2031 | | | | | 7,461 | 14,922 | $51.36 | 12/29/2031 | | | | | 7,460 | — | $12.24 | 2/24/2033 | | |
Outstanding Equity Awards at Fiscal Year End 2024
(1) Based on $9.29 per share, the closing price of December 31, 2024. (2) Represents (i) 582,680 outstanding options of which 1/4th of the shares subject to the option became vested and exercisable on May 21, 2021, and 1/16th of the shares subject to the option shall become vested and exercisable every three months thereafter and (ii) 5,493,530 outstanding options of which 1/2nd of the shares subject to the option became vested and exercisable on June 22, 2022, 1/3rd of the shares subject to the option became vested and exercisable on August 21, 2022, and the remainder of the shares subject to the option shall become vested and exercisable with the attainment of meeting the remaining performance goal specified in the option agreement. (3) Represents (i) 582,680 outstanding options of which 1/4th of the shares subject to the option became vested and exercisable on May 21, 2021, and 1/16th of the shares subject to the option shall become vested and exercisable every three months thereafter and (ii) 8,240,273 outstanding options of which 1/2nd of the shares subject to the option became vested and exercisable on June 22, 2022, 1/3rd of the shares subject to the option became vested and exercisable on August 21, 2022, and the remainder of the shares subject to the option shall become vested and exercisable with the attainment of meeting the remaining performance goal specified in the option agreement. (4) Represents (i) 700,000 outstanding options of which 1/4th of the shares subject to the option shall become vested on October 16, 2025, October 16, 2026, October 16, 2027, and October 16, 2028, (ii) 1/4th of the total 183,333 RSUs initially subject to this award vested on April 16, 2024, 1/8th vested on July 16, 2024 and October 16, 2024, and 1/8th of the total units initially subject to this award vest every three months thereafter, and (iii) 1/4th of the total 68,306 RSUs initially subject to this award vested on October 1, 2024, 1/4th shall become vested on January 1, 2025, and 1/8th of the total units initially subject to this award vest every three months thereafter. (5) Represents (i) 11,845 outstanding options of which 7,175 shares subject to the option became vested exercisable on November 30, 2024, and 1,168 shares shall become vested every three months thereafter, (ii) 14,311 outstanding options that are fully vested and exercisable as of December 31, 2024, (iii) 1/4th of the total 33,333 RSUs initially subject to this award vested on April 1, 2023 and January 1, 2024, and 1/8th of the total units initially subject to this award vest every three months thereafter, and (iv) 1/6th of the total 273,224 RSUs initially subject to this award vested on August 1, 2024, 1/6th shall become vested on January 1, 2025, and 1/12th of the total units initially subject to this award vest every three months thereafter. (6) Represents (i) 218,644 outstanding options became fully vested and exercisable on February 29, 2024, (ii) 18,665 outstanding options that became fully vested and exercisable on February 29, 2024, (iii) 8,174 outstanding options that are fully vested and exercisable as of December 31, 2023, (iv) 2,920 outstanding options of which 2/5th, 1/5th and 2/5th of the shares subject to the option shall become vested and exercisable on March 31, 2025, June 30, 2025 and March 31, 2026, respectively, (v) 7,590 outstanding options of which 2/5th, 1/5th and 2/5th of the shares subject to the option shall become vested and exercisable on March 31, 2025, June 30, 2025 and March 31, 2026, respectively, (vi) 22,383 outstanding options of which 1/3rd of the shares that subject of the option shall become vested and exercisable each on March 31, 2024 and March 31, 2025 and March 31, 2026, respectively, (vii) 7,460 outstanding options that are fully vested and exercisable as of December 31, 2023, (viii) 1/4th of the total 125,000 RSUs initially subject to this award vested on each of October 31, 2023 and January 31, 2024, and 1/8th of the total units initially subject to this award vest every three months thereafter, (ix) 1/3rd of the total 170,765 RSUs initially subject to this award vested on October 1, 2024, 1/3rd shall become vested on January 1, 2025, and 1/6th of the total units initially subject to this award vest every three months thereafter.
Non-Employee Director Compensation
Non-Employee Director Compensation In 2022, Pagaya’s shareholders approved a non-employee director compensation package which provides that, upon the commencement of a new term, non-employee directors of Pagaya (other than the Chairman of the Pagaya Board) receive (i) $40,000 in annual cash fees, (ii) an additional $10,000 in annual cash fees for the chair of any committee of the Pagaya Board and (iii) an annual equity award with a grant date value of $300,000, which will vest in equal quarterly installments over one year. The Chairperson of the Pagaya Board receives $250,000 in annual cash fees, plus the same equity award as described in clause (iii) above.
Director Compensation Table
Director Compensation Table The following table shows for the fiscal year ended December 31, 2024 certain information with respect to the compensation of our non-employee directors. Amounts are rounded to the nearest thousand.
Director Compensation Table
| Name | Fees earned or paid in cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-equity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | | Avi Zeevi | $290,000 | $224,000 | $— | $— | $— | $— | $514,000 | | Dan Petrozzo | $50,000 | $224,000 | $— | $— | $— | $— | $274,000 | | Harvey Golub | $40,000 | $224,000 | $— | $— | $— | $— | $264,000 | | Mircea Ungureanu(3) | $— | $— | $— | $— | $— | $— | $— | | Amy Pressman(3) | $14,000 | $103,000 | $— | $— | $— | $— | $117,000 | | Nicole Torraco(3) | $40,000 | $— | $— | $— | $— | $— | $40,000 | | Alison Davis | $— | $168,000 | $— | $— | $— | $— | $168,000 | | Asheet Mehta | $— | $168,000 | $— | $— | $— | $— | $168,000 |
Director Compensation Table
(1) Consistent with the non-employee director compensation package described above, the differences in the amounts shown above among non-employee directors reflect committee service (or lack thereof), which varies among directors. (2) Amounts reflect the full grant date fair value of RSU awards, calculated in accordance with ASC Topic 718. (3) No longer a director of Pagaya. In addition to the non-employee directors listed above, Mr. Krubiner, the Company’s Chief Executive Officer, Mr. Pardo, the Company’s Chief Technology Officer, Mr. Yulzari, the Company’s Chief Business Officer, and Ms. Rosen, the Company’s Chief Development Officer, are each executive officers of the company and members of the Pagaya Board but do not receive any additional compensation for services provided as a director. The compensation for the foregoing directors with respect to their roles as executive officers of the Company is set forth in the Summary Compensation Table.