PAGAYA TECHNOLOGIES LTD CLASS A (PGY)
Sector: Information Technology
2026 Annual Meeting Analysis
PAGAYA TECHNOLOGIES LTD CLASS A · Meeting: August 17, 2026
Directors FOR
4
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Krubiner has served as CEO and director since 2016, giving him full tenure overlap with the underperformance period; PGY's stock gained only 7.5% over three years while the Russell 2000 Index (^RUT — Russell 2000) gained 61.4%, a gap of 53.9 percentage points that exceeds the 50-point trigger for companies with low-positive returns, and the 5-year record of -83.9% confirms this is not a temporary dip, so the TSR trigger applies without mitigation.
Pardo co-founded the company in 2016 and has served continuously as a director, giving him full tenure overlap with the underperformance period; PGY's 3-year return trailed the Russell 2000 Index (^RUT — Russell 2000) by 53.9 percentage points, exceeding the 50-point trigger, and the deeply negative 5-year return confirms sustained underperformance with no 5-year mitigant available.
Yulzari co-founded the company in 2016 and has served continuously as a director, giving him full tenure overlap with the underperformance period; the 53.9-percentage-point gap versus the Russell 2000 Index (^RUT — Russell 2000) over three years exceeds the 50-point trigger, and the 5-year return of -83.9% confirms this is sustained underperformance, so no 5-year mitigant applies.
Zeevi has served as Chairman since 2016, giving him full tenure overlap with the underperformance period; PGY's 3-year return trailed the Russell 2000 Index (^RUT — Russell 2000) by 53.9 percentage points, exceeding the 50-point trigger for the low-positive TSR tier, and the 5-year return of -83.9% rules out any mitigant based on a stronger longer-term record.
Golub has served as a director since 2018, giving him substantial tenure overlap with the underperformance period; PGY's 3-year return lagged the Russell 2000 Index (^RUT — Russell 2000) by 53.9 percentage points, exceeding the 50-point trigger, and the deeply negative 5-year return of -83.9% confirms sustained underperformance with no longer-term mitigant available.
Petrozzo has served as a director since 2018, giving him full tenure overlap with the underperformance period; the 53.9-percentage-point gap versus the Russell 2000 Index (^RUT — Russell 2000) over three years exceeds the 50-point trigger for the low-positive TSR tier, and the 5-year return of -83.9% confirms this is sustained rather than temporary underperformance.
For Analysis
Davis joined the board in 2024, which is within the 24-month exemption window, so she is exempt from the TSR underperformance trigger; she brings relevant audit committee and financial services expertise and there are no other policy concerns.
Gardner is a new nominee standing for election for the first time at this meeting; as a new director he is exempt from the TSR trigger, and he brings relevant technology and payments expertise with no other policy concerns identified.
Mehta joined the board in 2024, which is within the 24-month exemption window, so he is exempt from the TSR underperformance trigger; he brings relevant financial services and risk management expertise and there are no other policy concerns.
Rosen joined the board in 2024, which is within the 24-month exemption window, so she is exempt from the TSR underperformance trigger; she brings relevant human capital and organizational expertise and there are no other policy concerns identified.
The TSR underperformance trigger fires for all directors who joined more than 24 months ago: PGY's 3-year price return of +7.5% trails the Russell 2000 Index (^RUT — Russell 2000) by 53.9 percentage points, exceeding the 50-point threshold that applies when absolute 3-year returns are in the low-positive range, and the 5-year return of -83.9% eliminates any mitigant based on a stronger longer-term record. Accordingly, we vote AGAINST the six longer-tenured directors (Krubiner, Pardo, Yulzari, Zeevi, Golub, Petrozzo) and FOR the four directors who joined in 2024 or later (Davis, Gardner, Mehta, Rosen), who are exempt from the trigger.
Say on Pay
✗ AGAINSTCEO
Gal Krubiner
Total Comp
N/A
Prior Support
N/A
Pagaya's stock has gained only 7.5% over three years while the Russell 2000 Index (^RUT — Russell 2000) gained 61.4%, a gap of nearly 54 percentage points, yet executive compensation paid in 2025 rose sharply — the CEO's reported compensation increased from $4.7 million in 2024 to $6.0 million in 2025, and the 'compensation actually paid' figure (which reflects the change in value of prior equity awards) jumped to $16.6 million, driven largely by equity award appreciation. The incentive pay program is failing its core purpose of aligning executive outcomes with shareholder outcomes: shareholders have suffered an 84% loss over five years while executives receive above-benchmark pay packages, and the board is simultaneously seeking approval of a forward compensation structure for 2027-2029 that includes base salaries exceeding $1.6 million per founder-executive with 10% annual increases and equity grants of up to $10 million per year — a package that is hard to justify for a $1.6 billion market-cap company with this performance record. Taken together, the pay-for-performance misalignment and the scale of proposed future compensation warrant a NO vote.
Auditor Ratification
✓ FORAuditor
Kost Forer Gabbay & Kasierer (a member of Ernst & Young Global)
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The auditor is the Israeli member firm of Ernst & Young Global, a Big 4 network, which is appropriate for a company of Pagaya's size and complexity; auditor fee data was not determinable from the proxy text provided, so the non-audit fee ratio trigger cannot be assessed, but the policy directs a FOR vote when fee data is unavailable; auditor tenure is not disclosed in the proxy, which is a minor negative note but per policy does not trigger a AGAINST vote in the absence of confirmed tenure data.
Overall Assessment
This ballot presents a company with severe, sustained stock underperformance — PGY has returned only +7.5% over three years versus +61.4% for the Russell 2000 Index (^RUT — Russell 2000), and -83.9% over five years — while executives have received and are seeking approval of increasingly rich compensation packages. We vote AGAINST six of ten director nominees on the basis of TSR underperformance, AGAINST the Say on Pay proposal due to pay-for-performance misalignment, AGAINST the proposed 2026 bonus framework and ratification of prior compensation actions, and AGAINST the proposed 2027-2029 forward compensation package for founder-executives; we vote FOR the auditor reappointment, FOR the minor non-employee director cash fee adjustment, and FOR the four directors who joined within the past 24 months and are exempt from the TSR trigger.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing