Pagaya Technologies (PGY) Proxy Filing summary

Executive summary

• The 2025 Annual General Meeting will be held virtually on June 9, 2025, with shareholders voting on director elections, auditor reappointment, executive bonus framework, and a non-binding say-on-pay proposal.

• The Board recommends voting in favor of all proposals and provides detailed proxy voting instructions for shareholders.

• Shareholders of record as of April 15, 2025, are eligible to vote, with a dual-class share structure affecting voting power.

Voting matters and shareholder proposals

• Proposals include reelection of five directors, reappointment of the independent auditor, approval of the 2025 executive bonus framework, and an advisory vote on executive compensation.

• Shareholders can submit proposals for future meetings if they meet ownership thresholds and follow submission procedures.

• Voting requires an ordinary majority, with special rules for certain proposals involving controlling shareholders or personal interests.

Board of directors and corporate governance

• The Board consists of nine directors, with a transition to annual elections for all directors by 2026.

• Committees include Audit & Finance, Compensation, Nominating & Corporate Governance, and Risk, all with independent members.

• The Board is led by an independent chairman and meets regularly, with high attendance rates.

• The company has opted out of the Israeli requirement for external directors due to its Nasdaq listing and ownership structure.