Avi Zeevi
About Avi Zeevi
Avi Zeevi (age 74) is Pagaya’s independent Chairman of the Board, serving as a director since 2016. He is a fintech entrepreneur and investor, co-founder and general partner of the Viola group, with over 40 years of experience; he holds a BSc in Industrial Engineering from Technion–Israel Institute of Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Actimize (sold to NICE Systems) | Active Chairman | 2001–until sale (year not disclosed) | Led governance/strategy through exit |
| MINT Systems | Involvement (FinTech) | Not disclosed | Industry experience |
| Decalog | Involvement (FinTech) | Not disclosed | Industry experience |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Payoneer (NASDAQ: PAYO) | Chairman of the Board | Since 2008 | Public directorship |
| Viola Ventures | Co‑founder & General Partner | Since 2000 | Co‑founder of Viola group |
| Viola FinTech | Co‑founder; Chairman, Investment Committee | Not disclosed | Investment oversight |
| Personetics Technologies Ltd. | Chairman | Not disclosed | Private company role |
| EverC Ltd.; Shift Time Inc.; Duetti Inc.; Sympera Ltd.; Bounce Technologies Ltd. | Director | Not disclosed | Private boards |
| Israel Legacy Partners | Chairman, Investment Committee | Not disclosed | PE fund; long-term family companies |
| Technion – Board of Governors | Member | Not disclosed | Academic governance |
| Center for Educational Technology (CET) | Former Board Member | Not disclosed | Non-profit |
| Bat Sheva Dance Company | Board Member | Not disclosed | Non-profit |
Board Governance
- Independent status: The Board determined that Zeevi is an independent director under Nasdaq rules; he is also an audit committee financial expert .
- Board leadership: Pagaya is led by its independent chair, Avi Zeevi .
- Committee assignments:
- Audit & Finance Committee: Chair; members include Zeevi, Harvey Golub, Dan Petrozzo, Alison Davis; Zeevi and Davis designated “audit committee financial experts” .
- Compensation Committee: Member (current); historically served as Chair in 2024 .
- Nominating & Corporate Governance Committee: Chair; members include Zeevi and Harvey Golub .
- Risk Committee: Not a member; the committee is chaired by Dan Petrozzo .
- Attendance and engagement: In FY 2024, the Board held 14 meetings; each director attended at least 75% of Board meetings. Independent directors meet in regular executive sessions without management .
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $290,000 | Reflects chair/committee service per program |
| Director cash compensation program | $250,000 (Chair retainer) | Chair of the Board receives $250,000 annual cash fee |
| Committee chair fee | $10,000 per committee chair | Added to cash fees when chairing Audit/Comp/NomGov |
| Non-chair director annual cash fee | $40,000 | Applies to non-employee directors (other than Chair) |
Performance Compensation
| Component (FY 2024) | Amount/Terms | Notes |
|---|---|---|
| Stock awards (RSUs) – grant date fair value | $224,000 | ASC 718 fair value; annual equity generally $300,000 grant value vesting quarterly over one year |
| Options | $0 (FY 2024 table) | No option awards in 2024 director comp table |
| Program equity structure | $300,000 annual equity grant | Vests in equal quarterly installments over one year |
Performance metrics tied to director compensation
| Metric | Disclosed? | Notes |
|---|---|---|
| Revenue/EBITDA/TSR/ESG goals | Not disclosed | Non-employee director equity awards are time-based vesting; no performance metrics specified |
RSU/Stock and Option Award Details (Transactions)
| Date | Security | Type | Units | Price/Strike | Post-Txn Holdings | Source |
|---|---|---|---|---|---|---|
| 2024-04-04 | Class A Ordinary Share | Open market purchase (P) | 30,000 | $10.3526 | 35,656 | |
| 2024-06-13 | Restricted Stock Unit | Award (A) | 2,828 | — | 2,828 | |
| 2024-06-13 | Restricted Stock Unit | Award (A) | 2,828 | — | 2,828 | |
| 2024-09-13 | Restricted Stock Unit | Award (A) | 2,828 | — | 41,312 | |
| 2024-09-13 | Restricted Stock Unit | Return to issuer (D) | 2,828 | — | 0 | |
| 2024-12-22 | Class A Ordinary Share | Award (A) | 25,000 | — | 66,312 | |
| 2025-09-23 | Class A Ordinary Share | Other (J) | 6,384 | — | 72,696 | |
| 2025-09-24 | Class A Ordinary Share | Other (J) | 76,319 | — | 149,015 | |
| 2024-04-08 | Non-Qualified Stock Option | Form 3 reported | 42,041 | $18.96 | — |
Other Directorships & Interlocks
| Entity | Relationship | Detail |
|---|---|---|
| Viola Ventures IV Entities | Major shareholder; shared voting/dispositive power | 8,175,776 Class A shares (13.0% of Class A); Zeevi is one of three directors who collectively control the GP of the entities . |
| Payoneer (PAYO) | Chairman | Public company chair role (information flow across fintech ecosystem) . |
| Casemate Ltd. | Related-party exposure | Pagaya invested $125,000; Casemate is also invested in by Viola Ventures, where Zeevi is co‑founder/GP—potential conflict, subject to audit committee oversight under Companies Law . |
Expertise & Qualifications
- Designated “audit committee financial expert”; financially sophisticated under Nasdaq rules .
- Fintech founding/operator-investor pedigree (Viola group, Actimize chair through sale) .
- Independent Board Chair providing oversight and governance continuity .
Equity Ownership
Beneficial ownership snapshots
| Metric | Sep 30, 2024 | Mar 31, 2025 |
|---|---|---|
| Class A Ordinary Shares | 207,208 | 226,716 |
| % of Class A | <1% | <1% |
Insider-reported post-transaction holdings (recent)
| Date | Securities Owned After Transaction |
|---|---|
| 2024-12-22 | 66,312 |
| 2025-09-23 | 72,696 |
| 2025-09-24 | 149,015 |
Policy signals
- Hedging prohibited; pledging requires Board approval .
Governance Assessment
- Strengths: Independent Board Chair; multi-committee leadership (Audit Chair; NomGov Chair); audit financial expert credentials; independent compensation committee; regular executive sessions; all directors ≥75% attendance in FY 2024 .
- Alignment: Holds Class A shares (<1%); made open-market purchase in April 2024 (30,000 shares at $10.3526), indicating personal capital at risk .
- RED FLAGS:
- Related-party exposure: Pagaya’s $125,000 investment in Casemate while Viola Ventures (where Zeevi is co‑founder/GP) is also an investor; Board indicates audit committee oversees related transactions under Companies Law .
- Major shareholder interlock: Zeevi shares control over Viola Ventures IV Entities that own 13.0% of Class A—potential influence concentration despite Nasdaq independence determination .
- Section 16 timeliness: Company disclosed certain late Section 16(a) filings in 2024–2025, including a late Form 4 for Avi Zeevi (filed Sept 17 instead of June 17) .
- Compensation structure: Director pay emphasizes fixed cash plus time-based equity; no disclosed performance metrics for director equity grants (vest quarterly), reducing pay-for-performance sensitivity at the director level .
Board Governance (Committee Detail)
| Committee | Members | Chair | Independence/Expertise |
|---|---|---|---|
| Audit & Finance | Zeevi; Golub; Petrozzo; Davis | Avi Zeevi | All independent; Zeevi & Davis are audit committee financial experts |
| Compensation | Zeevi; Petrozzo | Not disclosed (current) | All independent; no interlocks disclosed |
| Nominating & Corporate Governance | Golub; Zeevi | Avi Zeevi | All independent |
| Risk | Golub; Petrozzo; Rosen; Mehta | Dan Petrozzo | Composition disclosed; Zeevi not a member |
Director Compensation (FY 2024)
| Name | Cash Fees ($) | Stock Awards ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| Avi Zeevi | $290,000 | $224,000 | $— | $514,000 |
Notes: Non-employee director compensation program—$40,000 annual cash fee; $10,000 additional cash fee for each committee chair; annual equity grant $300,000 (vests quarterly over one year). Chair of the Board receives $250,000 annual cash fee plus same equity grant .
Related Party Transactions & Policies
- Casemate investment: Pagaya invested $125,000; Viola Ventures (Zeevi co‑founder/GP) is also an investor; indemnification and insurance policies in place for directors; Audit Committee oversees approval of related transactions as required .
- Hedging/Pledging: Hedging prohibited; pledging requires Board approval .
- Indemnification/Insurance: Company maintains indemnification agreements and D&O insurance for directors .