Pagaya Technologies (PGY) Proxy filing summary

Executive summary

• The 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, including the reelection of nine directors and the election of one new director, Jason Gardner.

• Shareholders are encouraged to review the 2025 Annual Report and related amendments for additional context on company performance and governance.

Voting matters and shareholder proposals

• Proposals include reelection/election of directors, auditor reappointment, advisory approval of executive compensation, bonus calculation framework, ratification of prior compensation actions, approval of management director compensation for 2027-2029, and changes to non-employee director cash compensation.

• Shareholders may submit proposals or director nominations for future meetings, subject to requirements under Israeli law and the company's Articles of Association.

• Voting requires an Ordinary Majority, with certain compensation-related proposals also requiring a Special Majority.

Board of directors and corporate governance

• The Board will no longer be classified; all directors will serve one-year terms starting with this meeting.

• Nine current directors are standing for reelection, and Jason Gardner is nominated as a new director.

• The Board is led by an independent Chairman, with separate CEO and Chairman roles.

• Four standing committees: Audit and Finance, Compensation, Nominating and Corporate Governance, and Risk.

• Majority of directors are independent under Nasdaq and SEC rules.