DEF: Pagaya Technologies Sets Date for 2025 Annual General Meeting, Outlines Key Proposals

Pagaya Technologies has announced its 2025 Annual General Meeting of Shareholders to be held virtually on June 9, 2025, outlining proposals for director elections, auditor reappointment, and executive compensation.

Summary

• Pagaya Technologies Ltd. will hold its 2025 Annual General Meeting of Shareholders virtually on June 9, 2025.
• Shareholders will vote on several key proposals, including the reelection of five directors: Gal Krubiner, Avital Pardo, Yahav Yulzari, Asheet Mehta, and Alison Davis.
• The meeting will also include a vote to approve the reappointment of Kost Forer Gabbay & Kasierer (Ernst & Young Global) as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
• Shareholders will also vote to approve the calculation framework for annual bonuses for executive officers who are also directors and to approve, on an advisory basis, the compensation of the Named Executive Officers.
• The Board of Directors recommends voting FOR each of the listed proposals.
• Only shareholders of record as of April 15, 2025, are entitled to vote.
• Proxy materials are being mailed to shareholders on or about May 2, 2025.
• Written statements from shareholders wishing to express their position on agenda items must be submitted by May 26, 2025.
• The board of directors currently consists of nine directors and may consist of not less than three and up to ten directors.
• 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.

Sentiment

Score: 7

Explanation: The document is factual and procedural, outlining the details of the upcoming annual meeting. The tone is professional and forward-looking, with a clear recommendation from the board.

Positives

• The company is adhering to corporate governance practices by holding an annual general meeting and seeking shareholder input on key decisions.
• The board is recommending a clear course of action (voting FOR all proposals), providing guidance to shareholders.
• The company is providing detailed information on executive compensation and related party transactions, promoting transparency.
• The company is providing a virtual option for the annual meeting, increasing accessibility for shareholders.

Risks

• Shareholder advisory votes on executive compensation are non-binding, meaning the company can disregard the outcome.
• Related party transactions, while disclosed, could present potential conflicts of interest.
• Failure to meet quorum requirements could delay the meeting and decision-making processes.
• The company's reliance on key performance indicators (KPIs) for bonus calculations may incentivize short-term gains over long-term sustainability.

Future Outlook

The company is focused on driving profitable growth and commitment to financial and operating discipline.

Management Comments

• Avi Zeevi, Chairman of the Board, invites shareholders to attend the Annual Meeting and encourages them to review the company's filings.
• The Board of Directors recommends that you vote FOR each proposal listed in the Notice, for the reasons set forth in the Notice.

Industry Context

As a FinTech company, Pagaya operates in a dynamic industry where corporate governance and executive compensation are closely scrutinized by investors and regulators.

Comparison to Industry Standards

• The document mentions that Pagaya follows the corporate governance requirements of Nasdaq.
• The company's compensation policies are designed to be competitive and align with shareholder interests, which is a common practice among publicly traded companies.
• The document references the Israel Companies Law, indicating that Pagaya must also comply with local regulations regarding corporate governance and executive compensation.
• The document mentions several comparable companies that Pagaya's directors have served on the boards of, including Payoneer, SVB Financial, Fiserv, and JanusHenderson.

Related Party Transactions

• On April 25, 2024, Pagaya entered into a Series Seed Preferred Share Purchase Agreement with Casemate Ltd., a company incorporated under the laws of the State of Israel (Casemate).
• Avi Zeevi, the chairperson of Pagayas Board of Directors, is the co-founder and general partner of Viola Ventures, a venture capital firm that is also an investor in Casemate.
• Pursuant to a Series Seed Preferred Share Purchase Agreement, Pagaya invested $125,000 in Casemate in exchange for preferred shares of Casemate.
• On November 10, 2022, the Pagaya Board approved a framework transaction of loans and guarantees involving certain Pagaya subsidiaries.
• On April 14, 2023 we entered into a Preferred Shares Purchase Agreement (the Preferred Purchase Agreement) with Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P. and Oak HC/FT Partners V-B, L.P (together, Oak HC/FT) pursuant to which we agreed to issue and sell to Oak HC/FT an aggregate of 5,000,000 Series A Preferred Shares, no par value (the Series A Preferred Shares), at a price of $15 per share for an aggregate purchase price of $75 million (the Preferred Transaction).
• Mr. Dan Petrozzo, a member of our board of directors and the Audit Committee of the Pagaya Board, was a partner at Oak until December 31, 2023.

Stakeholder Impact

• Shareholders have the opportunity to influence company decisions through voting on key proposals.
• Executive compensation decisions impact the alignment of management's interests with those of shareholders.
• The reappointment of the independent auditor ensures the integrity of financial reporting.
• The company's performance, as reflected in the financial metrics, affects shareholder value and employee compensation.

Next Steps

• Shareholders should review the proxy materials and vote on the proposals.
• The company will hold the Annual General Meeting on June 9, 2025.
• The company will announce the voting results following the Annual Meeting.

Key Dates

Keywords

Annual General Meeting, Proxy Statement, Board of Directors, Shareholders, Executive Compensation, Director Election, Auditor Reappointment, Corporate Governance, Pagaya Technologies, Voting