Pagaya Technologies (PGY) Proxy filing summary

Executive summary

• The 2026 Annual General Meeting will be held virtually on August 17, 2026, with shareholders voting on director elections, auditor reappointment, executive compensation, bonus frameworks, and director compensation changes.

• The Board recommends voting in favor of all proposals, which include both recurring governance items and several compensation-related actions for management and directors.

• Shareholders of record as of June 26, 2026, are eligible to vote, with detailed instructions provided for voting online, by phone, or by mail.

Voting matters and shareholder proposals

• Proposals include reelection/election of ten directors, reappointment of the independent auditor, advisory approval of 2025 executive compensation, approval of 2026 bonus frameworks, ratification of prior compensation actions, approval of 2027-2029 management director compensation, and changes to non-employee director cash compensation.

• Shareholder proposals and director nominations for future meetings must comply with Israel Companies Law and the Articles of Association, with specific deadlines and requirements outlined.

Board of directors and corporate governance

• The Board will consist of ten directors, with Jason Gardner nominated as a new member; all directors will serve one-year terms.

• Six directors are independent under Nasdaq and SEC rules; four are members of management.

• The Board is led by an independent Chairman, with regular meetings and committee oversight; all directors attended at least 75% of meetings in 2025.

• Standing committees include Audit and Finance, Compensation, Nominating and Corporate Governance, and Risk, each with defined responsibilities and independent membership.