DEF 14A of Pagaya Technologies Ltd., Jul 6, 2026

DEF 14A of Pagaya Technologies Ltd.

Filed Jul 6, 20260001883085-26-000039

Open on EDGAR

  1. 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. Under our Articles of Association, until 2024 our directors were divided into three classes, with each class elected to hold office for a term of three years. 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 general meeting of our shareholders, each of the directors in Class II was elected to hold office for a term of two years, which expires at the time of the Annual Meeting; (ii) at the 2025 annual general meeting of our shareholders, each of the directors up for election was elected to hold office for a term of one year, which expires at the time of the Annual Meeting, and (iii) beginning with the Annual Meeting, our Board will no longer be divided into classes and all directors up for election will be elected to hold office for a term of one year, except in the event of a director’s earlier death, resignation, removal or other termination. All of our current directors are serving a term that expires at the Annual Meeting and are standing for reelection to the Board. In addition, Jason Gardner is standing for election to the Board as a new nominee. 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 the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), our Board nominated each of Gal Krubiner, Avital Pardo, Yahav Yulzari, Avi Zeevi, Alison Davis, Harvey Golub, Asheet Mehta, Dan Petrozzo, and Tami Rosen for reelection at the Annual Meeting, and nominated Jason Gardner for election at the Annual Meeting, to serve until the 2027 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 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 certified to us that he or she meets all the requirements of the Israel Companies Law to serve as a director of the Company, has the qualifications and time required for the performance of his or her duties as a director, taking into account the size and particular needs of Pagaya, and that there are no legal restrictions preventing him or her from assuming such office. Avi Zeevi, Alison Davis, Jason Gardner, Harvey Golub, Asheet Mehta, and Dan Petrozzo each qualify as an independent director under the applicable Nasdaq listing standards and Securities and Exchange Commission (“SEC”) rules. Gal Krubiner, Avital Pardo, Yahav Yulzari, and Tami Rosen are members of the Company’s management team and thus do not qualify as independent directors under the applicable Nasdaq listing standards and SEC rules. Avi Zeevi, Alison Davis, Harvey Golub, and Dan Petrozzo are currently members of the Audit and Finance Committee of the Board (the “Audit and Finance Committee”). Harvey Golub, Asheet Mehta, Dan Petrozzo, and Tami Rosen are currently members of the Risk Committee of the Board (the “Risk Committee”). Avi Zeevi and Dan Petrozzo are currently members of the Compensation Committee of the Board (the “Compensation Committee”). Avi Zeevi and Harvey Golub are currently members of the Nominating and Corporate Governance Committee. Biographical information concerning each of the director nominees is provided below.

  2. Nominees for Election to the Board as Director

    Nominees for Election to the Board as Director Gal Krubiner, 37, has served as the Chief Executive Officer and a director since co-founding the Company in 2016. Mr. Krubiner brings extensive experience in the investments and wealth management industries with a specialization in innovative and sophisticated credit structured products. Prior to co-founding the Company, 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. The Board considered Mr. Krubiner’s experience in the investments, capital markets, and wealth management industries and his knowledge of our business in particular, gained through his services as our Chief Executive Officer and co-founder, in concluding that he is qualified to serve as a director. Avital Pardo, 40, has served as Deputy Chief Executive Officer and a director of the Company since September 2024, after previously serving as Chief Technology Officer and a director 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 M.S. in Mathematics from Hebrew University. The Board considered Mr. Pardo’s experience in algorithmic development, artificial intelligence, and credit modeling, and his knowledge of our business in particular, gained through his services as our Deputy Chief Executive Officer and co-founder, in concluding that he is qualified to serve as a director. Yahav Yulzari, 40, has served as Deputy Chief Executive Officer and a director of the Company since September 2024, after previously serving as Chief Revenue Officer and a director since co-founding the Company in 2016. In his current role, Mr. Yulzari is responsible for managing and expanding the Company’s strategic business relationships with key partners globally. He also leads initiatives to mentor and develop the Company’s next generation of leaders, instilling values of excellence and preparing them for senior roles. Additionally, Mr. Yulzari oversees the Company’s investments in startups founded by Company alumni, with a focus on ventures aligned with the Company’s core business activities. Prior to co-founding the Company, Mr. Yulzari was a real estate entrepreneur, leading residential and commercial development projects in Tel Aviv and London. Before transitioning into business, he had a professional sports career as a goalkeeper in the Israeli Premier Football League and was a member of Israel’s national team. The Board considered Mr. Yulzari's experience in strategic business development, global partner relations, and large-scale entrepreneurship, and his knowledge of our business in particular, gained through his services as our Deputy Chief Executive Officer and co-founder, in concluding that he is qualified to serve as a director. Avi Zeevi, 75, has served as a director of the Company since 2016. Mr. Zeevi has more than 45 years of experience as a technology entrepreneur, executive, and investor. He is the co-founder of the Viola Group, Israel’s leading technology investment group with over $7 billion assets under management. He is also the co-founder of Viola Ventures and Viola FinTech, venture capital funds in the Israeli technology and financial technology industries, and he currently chairs Viola FinTech’s investment committee. Mr. Zeevi’s experience in the global financial industry includes his involvement with various financial technology companies including Payoneer Inc., where he served as board chair from 2008 to 2025, Actimize, where he served as board chair from 2001 until it was sold to NICE Systems in 2007, MINT Systems, and Decalog. Mr. Zeevi also serves as board chair of Personetics Technologies and as a director of G2RS, Duetti, Sympera, Bounce Technologies and Hili Health, as well as on the boards of various other companies within the Viola Group and entities affiliated with the Viola Group. Mr. Zeevi also chairs the investment committee of Israel Legacy Partners, a private equity fund focused on long-term investments in family companies. Mr. Zeevi was a board member at the Center for Educational Technology (CET) from 2004 until 2025, which is dedicated to the advancement of the education system in Israel, in the Jewish world and globally. He is also a member of the board of governors of the Technion, Israel Institute of Technology, and a board member at Bat Sheva Dance Company. Mr. Zeevi received his B.Sc in Industrial Engineering from the Technion, Israel Institute of Technology in 1973. The Board considered Mr. Zeevi’s experience in venture capital, private equity, and the global financial technology industry, as well as his extensive track record of founding and scaling high-growth technology companies and his service as both an executive and director of publicly traded companies, in concluding that he is qualified to serve as a director. Alison Davis, 64, has served as a director since 2024. Ms. Davis is an experienced corporate executive, public company board director, an active investor in growth companies and a best-selling author on the topics of technology and innovation. Ms. Davis is currently the Chairperson and Managing Partner of Fifth Era and Blockchain Coinvestors. She also currently serves on the boards of Bitwise and Kraken, chairs the advisory board of Blockchain Capital and the board of Renaissance Entrepreneurship, and is a director of the National Association of Corporate Directors (NACD) Northern California Chapter and Cambridge in America. Ms. Davis has served on the boards of over 25 public and private companies as a board chair and chair of the audit, compensation, and technology and innovation committees, including City National Bank, Diamond Foods, Dispatch Management Services, Fiserv, First Data Corporation, Janus Henderson Group, LECG, Ooma, NatWest (formerly RBS), Silicon Valley Bank, Unisys, and Xoom. Ms. Davis was previously 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 where she worked closely with federal and state banking regulators. Prior to this, Ms. Davis was the Chief Financial Officer of Barclays Global Investors (now BlackRock), the world’s largest institutional investment firm, where she was part of the leadership team that launched the iShares product range. Earlier in her career, Ms. Davis spent 14 years as a strategy consultant and advisor to Fortune 500 CEOs, executive teams and boards with McKinsey & Company, and as a practice leader with A.T. Kearney where she built and co-led the global Financial Services practice. She is a bestselling author and has been frequently named among the “Most Influential Women in Business” by the San Francisco Business Times. She received her B.A. with honors and MA in Economics from Cambridge University in England, and an MBA from the Stanford Graduate School of Business. The Board considered Ms. Davis’ experience in global financial services, venture capital, and digital asset innovation, as well as her extensive tenure as a chair of audit and technology committees for numerous public companies, in concluding that she is qualified to serve as a director.

  3. Nominees for Election to the Board as Director

    Jason Gardner, 56, is standing for election to the Board as a new nominee at the Annual Meeting. Mr. Gardner has over 25 years of experience as a technology and payments entrepreneur. He currently serves as a director of Marqeta, Inc., which he founded and where he served as Chief Executive Officer from 2010-2023 and Executive Chair from 2023-2024, after leading the company through its initial public offering in 2021. Currently, he chairs Marqeta’s Payments Innovation Committee, guiding the company’s approach to innovation and technology. Previously, Mr. Gardner founded two other companies including PropertyBridge, a payments company for the multifamily real estate industry which was acquired by MoneyGram in 2007, and Vertical Think, an IT management company that supported start-ups and larger organizations. He also served as Director of Sales for the 451 Group, now part of S&P Global, which provides technology data, research and advisory services. Mr. Gardner received his B.A. from Arizona State University. The Board considered Mr. Gardner’s experience in the technology and payments industries, including his experience founding, growing, and leading technology and payments companies, and his strong background in technology product innovation, in concluding that he is qualified to serve as a director. Harvey Golub, 87, has served as a director of the Company since 2018. Mr. Golub currently chairs the boards of Dynasty Financial Partners and Marblegate Capital Corporation, and is a member of the advisory board of Marblegate Asset Management LLC. He also serves on the boards of the American Enterprise Institute and the Manhattan Institute for Policy Research, and is a member of the board of trustees of Jupiter Medical Center and a member of the investment committee of the Maltz Jupiter Theater. Mr. Golub has over 35 years of experience guiding companies’ organizational visions and strategies. He was Chairman and Chief Executive Officer of American Express and IDS Financial Services and a director of McKinsey & Company. He has also chaired the boards of American International Group, the Campbell’s Company (formerly Campbell Soup Company), and the Reader’s Digest Association, and served as a director of Dow Jones & Company, Hess Corporation, RHJ International and several private companies. Mr. Golub received his B.S. from New York University. The Board considered Mr. Golub’s experience in global corporate governance, large-scale organizational strategy, and executive leadership of multinational financial services institutions, in concluding that he is qualified to serve as a director. Asheet Mehta, 61, has served as a director of the Company since 2024. Mr. Mehta is a seasoned financial services leader, board director, and former McKinsey senior partner with more than 30 years of experience partnering with global financial institutions, scaling businesses, and guiding CEOs through strategy, transformation, and risk management. He brings deep industry expertise, broad functional range, and extensive experience operating at the intersection of financial services, technology, and evolving regulatory environments. He is the founder and Chief Executive Officer of Resfi.ai, a customer-centric financial services company that uses AI and behavioral finance to automatically deliver and implement financial advice for consumers on cash management and borrowing. Mr. Mehta also serves on the boards of Unqork and Piramal Finance, where he serves on the Risk and Sustainability Committee. He is a senior partner emeritus of McKinsey & Company and a senior advisor to Avantos.ai, Bright Money and NetXD. During his three-decade career at McKinsey, Mr. Mehta co-led the Global Financial Services and Payments practices, served on McKinsey’s board, and was chief transformation officer for North America. His client work spanned global universal banks, credit card companies, cash management banks, cross-border payments firms, exchanges, custody banks, insurers, asset and wealth managers, and financial technology companies. He partnered with CEOs and boards on strategy, technology modernization, performance transformation, growth, marketing, innovation, organizational change, and risk and regulatory management. Mr. Mehta also serves on the board of the Asia Society and the board of visitors of Columbia Engineering. Mr. Mehta holds an MBA with high honors from the University of Chicago Booth School of Business. He earned a B.S. in Electrical Engineering from Columbia University. The Board considered Mr. Mehta’s experience in global financial services strategy, growth, risk management, and large-scale transformation, as well as his deep expertise in financial technology and regulatory environments, in concluding that he is qualified to serve as a director. Dan Petrozzo, 61, has served as a director of the Company since 2018. Mr. Petrozzo is a seasoned technology executive and investor. He served as a partner and venture partner at Oak HC/FT from 2017 to 2024, where he focused on growth equity and early-stage venture opportunities in the financial technology industry. He currently serves on the boards of Sure Inc. and Nokod Security. 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 Investment Management. He also served as Chief Information Officer at Fidelity Investments and Co-Chief Information Officer at Morgan Stanley. He was also a member of the founding team at StorageApps, which was sold to Hewlett Packard in 2001. Mr. Petrozzo received his B.A. from Moravian College and his J.D. from Seton Hall University Law School. The Board considered Mr. Petrozzo’s experience in enterprise technology leadership at global financial institutions, cloud computing entrepreneurship, and financial technology venture capital, in concluding that he is qualified to serve as a director. Tami Rosen, 55, has served as a director of the Company since 2024. She joined the Company in 2021 as Chief People Officer and was named Chief Development Officer in 2024 (Ms. Rosen will transition to a consulting role effective August 1, 2026). As the Company’s first C-Suite hire, Ms. Rosen was instrumental in helping to scale Pagaya’s business, support M&A activity, attract and retain top talent, and assist in the Company’s successful public offering. Prior to joining the Company, Ms. Rosen served in various C-Suite and senior executive roles at Apple, Goldman Sachs, Atlassian, and Luminar Technologies, including as Chief People Officer at Atlassian and Luminar Technologies. She pioneered Wall Street’s first LGBTQ+ Ally Program at Goldman Sachs and conceptualized and launched Atlassian’s TEAM Anywhere program. At the Company, she spearheaded the Culture of Learning initiative to support continuous employee development and growth. Ms. Rosen received her B.A. from Binghamton University. The Board considered Ms. Rosen’s experience in human capital strategy, organizational scaling, and corporate development, as well as her critical role in navigating the Company’s transition to a public entity and her knowledge of our business in particular, gained through her services as our Chief People Officer and Chief Development Officer, in concluding that she is qualified to serve as a director.

  4. Pay Versus Performance

    Pay Versus Performance The following table sets forth the compensation for our principal executive officer (“PEO”) and the average compensation for our non-PEO named executive officers, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “Compensation Actually Paid” or “CAP” to such individuals, as defined under Item 402(v) of Regulation S-K, for each of 2025, 2024 and 2023. The table also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, our Net Income (Loss) Attributable to Pagaya Technologies Ltd. and our Adjusted EBITDA. We selected Adjusted EBITDA as our most important performance measure used to link CAP to our Chief Executive Officer and other named executive officers.

  5. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for non-PEO NEOs(1) ($) | Average Compensation Actually Paid to non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) Attributable to Pagaya Technologies Ltd.(4) (millions) ($) | Adjusted EBITDA(5) (millions) ($) | | | | | | | Pagaya TSR(3) ($) | Peer Group TSR(3) ($) | | | | 2025 | 6,019,560 | 16,649,537 | 3,058,528 | 12,260,459 | 140.45 | 140.92 | 81.39 | 370.99 | | 2024 | 4,704,773 | (2,073,913) | 4,586,649 | (101,707) | 62.43 | 126.62 | (401.41) | 210.38 | | 2023 | 3,650,000 | 5,485,351 | 2,376,500 | 3,367,065 | 111.29 | 115.09 | (128.44) | 82.02 |

  6. Pay Versus Performance

    (1) Compensation for our PEO, Mr. Krubiner, reflects the amounts reported in the “Summary Compensation Table” for the respective years. Average compensation for non-PEO named executive officers includes the following individuals: (i) in 2025, Evangelos Perros, Sanjiv Das, Tami Rosen and Avital Pardo, (ii) in 2024, Avital Pardo, Sanjiv Das, Evangelos Perros and Tami Rosen; and (iii) in 2023, Ashok Vaswani, Tami Rosen, Michael Kurlander and Amol Naik. (2) In 2025, the Compensation Actually Paid for the PEO and average Compensation Actually Paid for our non-PEO named executive officers reflects the respective amounts set forth in columns (b) and (d), adjusted in accordance with SEC rules as set forth in the table below. These dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO and our non-PEO named executive officers during the applicable year. For information regarding the decisions made by our Compensation Committee with respect to our named executive officers’ compensation for fiscal year 2025, see the “Compensation Discussion and Analysis” included in Company’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on April 30, 2026. Fair values set forth in the table below are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest in the covered year, which are valued as of the applicable vesting year.

  7. Pay Versus Performance

    | | PEO | Non-PEO NEOs | | Summary Compensation Table Total | 6,019,560 | 3,058,528 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in FY | — | (1,229,000) | | + Fair Value at FYE of Outstanding and Unvested Option Awards and Stock Awards Granted in FY | — | 1,567,500 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior FYs (from prior FYE to current FYE) | 10,629,977 | 5,929,230 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in FY That Vested During FY | — | 1,212,300 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior FYs For Which Applicable Vesting Conditions Were Satisfied During FY | — | 1,721,901 | | - Fair Value as of Prior FYE of Option Awards and Stock Awards Granted in Prior FYs That Failed to Meet Applicable Vesting Conditions During FY | — | — | | Compensation Actually Paid | 16,649,537 | 12,260,459 |

  8. Pay Versus Performance

    (3) Represents the cumulative TSR on our Class A Ordinary Shares and the cumulative TSR on the Russell 2000 Index (the “Peer Group TSR”), which is the same peer group used for the Stock Performance Graph included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2026, through December 31, 2023, 2024 and 2025. TSR is cumulative for the measurement periods beginning on December 31, 2022 and ending on December 31 of each of 2025, 2024 and 2023, calculated in accordance with Item 201(e) of Regulation S-K. The peer group for purposes of this table is Russel 2000 Index. (4) Reflects “Net Income (Loss) Attributable to Pagaya Technologies Ltd.” in the Company’s Consolidated Statements of Operations included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2026, for each of the years ended December 31, 2025, 2024 and 2023. (5) Adjusted EBITDA is not a financial measure prepared in accordance with GAAP. For a reconciliation of Adjusted EBITDA to Net Income (Loss) Attributable to Pagaya Technologies Ltd., its most directly comparable GAAP financial measure, please refer to “Appendix A—Reconciliation of Non-GAAP Financial Measures” in this Proxy Statement.

  9. Description of the Relationship Between Compensation Actually Paid and Performance

    Description of the Relationship Between Compensation Actually Paid and Performance The following charts set forth the relationship between Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our other named executive officers with (i) the Company’s cumulative TSR and the Company’s peer group TSR, (ii) Net Income (Loss) Attributable to Pagaya Technologies Ltd. and (iii) Adjusted EBITDA, for the three most recently completed fiscal years. Further information about the factors used to determine compensation levels can be found in the “Compensation Discussion and Analysis” included in Company’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on April 30, 2026. Relationship Between PEO and Other NEO Compensation Actually Paid and Company and Peer Group TSR Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income (Loss) Attributable to Pagaya Technologies Ltd. Relationship Between PEO and Other NEO Compensation Actually Paid and Adjusted EBITDA