Avital Pardo
About Avital Pardo
Avital Pardo, 39, is Pagaya’s co‑founder, Chief Technology Officer, and a director (non‑independent) since 2016; he designed the company’s AI‑based credit model and holds a B.A. in Mathematics & Physics and an M.S. in Mathematics from the Hebrew University . Under the current leadership team, Pagaya delivered FY2024 revenue of “more than $1 billion,” up 27% year‑over‑year, with adjusted EBITDA of $210 million, up 156% year‑over‑year, and a record FRLPC of 4.5% of network volume in Q4 2024, positioning 2025 for GAAP profitability guidance initiation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Fundbox | Early employee focused on algorithms | 2014–2015 | Built algorithmic capabilities prior to founding Pagaya |
External Roles
No additional public company directorships or external roles for Pardo are disclosed.
Fixed Compensation
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,000,000 | — | — | — | 122,000 | 1,122,000 |
Narrative: For 2024, base salaries for NEOs included $1,000,000 for Pardo; base salary is set by the Board/Comp Committee and reflects role and responsibilities .
Performance Compensation
Annual Bonus Plan – 2024 (actuals paid in 2025)
| Metric | Weighting | 2024 Target | Multiplier schedule | Payout to Pardo |
|---|---|---|---|---|
| Revenue | 35% | $925 million | 0%, 75%, 100%, 150%, 200%, 300% based on target attainment | $0 |
| FRLPC (fee revenue less production costs) | 35% | $275 million | Same as above | $0 |
| Adjusted EBITDA | 30% | $150 million | Same as above | $0 |
- Actual bonuses paid in Q1’25: Krubiner $2.5m; Perros $1.15m; Das $1.1m; Rosen $0.6m; Pardo $0 .
- Discretionary portions may be awarded by the Board/Comp Committee per policy .
Proposed 2025 Short‑Term Incentive Framework (Management Directors incl. CTO)
| Metric | Weighting | Payout mechanics | Discretionary overlay |
|---|---|---|---|
| Total Revenue & Other Income | 30% | Company performance multiplier 0%–300% per metric | CEO up to 25% of base (if recommended); other Management Directors up to 25% of base (if recommended) |
| GAAP Net Income | 25% | Same as above | Same as above |
| Adjusted EBITDA | 45% | Same as above | Same as above |
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Class A Shares | Class B Shares | Notes | % of Total Voting Power |
|---|---|---|---|---|
| Avital Pardo | 283,125 | 12,296,914 | Includes 7,449,574 vested options to acquire Class B and 1,373,379 performance‑based options; 833,333 Class B via Adams Holdings Group Ltd. beneficially owned by Pardo; options countable per Rule 13d‑3 within 60 days | 43.6% |
- Dual‑class structure: Class A carries 1 vote; Class B carries 10 votes per share .
- Hedging is prohibited; any pledging of Company securities by officers/directors requires Board approval; no pledges disclosed for Pardo .
- Ownership guidelines not disclosed; compensation policy caps variable pay proportions and sets vesting minimums for equity .
Outstanding Equity Awards & Vesting Schedules (FY2024 year‑end)
| Award Type | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting terms |
|---|---|---|---|---|---|
| Stock options | 582,680 | — | 0.44 | 8/11/2030 | 25% vested 5/21/2021; 1/16 quarterly thereafter |
| Stock options | 6,866,894 | 1,373,379 | 18.96 | 3/17/2031 | 1/2 vested 6/22/2022; 1/3 vested 8/21/2022; remainder vests upon attaining remaining performance goal |
- No 2024 equity grants to Pardo (others received RSUs in 2024; Pardo and CEO did not) .
Employment Terms
| Term | Details |
|---|---|
| Current agreement | Amended and restated 3/12/2025 (CTO) |
| Base salary | $1,000,000; 10% annual increase for first five years post‑EJFA closing waived in 2023, 2024, 2025 |
| Annual bonus | Determined by CEO and Board per Compensation Policy; subject to shareholder approvals where required |
| Perquisites | Use of executive assistants |
| Severance (termination without Cause or resignation for Good Reason) | 12 months base salary continuation; pro‑rated annual cash incentive bonus at target; Company pays portion of COBRA premiums up to 12 months, aligned to active employee cost; subject to release and 12‑month non‑compete/non‑solicit |
| Change‑in‑control (within 12 months; without Cause/Good Reason) | Lump sum 18 months base salary; full annual cash incentive bonus at target plus any unpaid prior‑year target bonus; Company pays portion of COBRA premiums up to 12 months; full acceleration of all outstanding equity awards; subject to release and 12‑month non‑compete/non‑solicit |
| Clawback | Incentive Compensation Recoupment Policy adopted 11/29/2023 (NASDAQ Rule 5608 compliance); no recoupments to date |
Board Governance
| Attribute | Detail |
|---|---|
| Role | Director (Management Director) since co‑founding Pagaya in 2016; not independent under NASDAQ |
| Current term/reelection | Nominated for reelection at 2025 AGM to serve until 2026 AGM if elected |
| Committees | None; Audit & Finance, Compensation, Nominating & Governance, and Risk Committees staffed by independent directors |
| Chair/leadership | Independent Chair: Avi Zeevi |
| Attendance | In 2024 the Board held 14 meetings; each director attended at least 75% of meetings |
| Director pay | Management directors (incl. Pardo) receive no additional compensation for board service |
| Advisory votes | 2025 AGM includes advisory say‑on‑pay and approval of Management Directors’ 2025 bonus framework |
Related Party and Founder Governance Items
- Founders (Krubiner, Pardo, Yulzari) entered a 2023 voting agreement supporting Oak HC/FT’s $75 million Series A Preferred investment and related articles amendments; shareholders approved the transaction in May 2023 .
- Company has a hedging ban and Board‑approval requirement for pledging of shares .
Performance & Track Record Highlights (Company context during Pardo’s tenure)
| Metric | FY2024 result |
|---|---|
| Revenue | >$1 billion; +27% YoY |
| Adjusted EBITDA | $210 million; +156% YoY |
| FRLPC (Q4 2024) | Record 4.5% of network volume |
Compensation Structure Analysis
- Cash vs equity mix: Pardo received $1.0m salary and no 2024 bonus or equity awards; equity exposure is dominated by large pre‑existing option grants with significant performance‑based tranches .
- Pay‑for‑performance calibration: 2024 executive bonus framework weighted profitability/productivity (FRLPC 35%, Adjusted EBITDA 30%) vs revenue (35%); actual NEO bonuses paid were below eligibility and Pardo received $0, indicating discipline against formulaic outcomes .
- 2025 framework: shifts to Total Revenue & Other Income, GAAP Net Income, and Adjusted EBITDA with 0%–300% multipliers and limited discretionary overlays, further emphasizing profitable growth and GAAP earnings quality .
- No option repricing disclosed; equity timing policies preclude grants around material filings; hedging prohibited; pledging restricted .
Equity Ownership & Alignment Considerations
- Founder‑level control: Pardo’s beneficial holdings translate to 43.6% of total voting power due to Class B super‑voting shares (10 votes/share), materially influencing governance and strategic direction .
- Vested vs performance‑based overhang: 7.45 million vested options to acquire Class B and 1.37 million performance options that can convert into restricted Class B without continued service, potentially creating future supply if exercised/sold .
- Alignment safeguards: hedging bans, pledging approval, and clawback policy mitigate misalignment risks .
Employment & Retention Risk
- Retention levers include cash severance (12 months; 18 months upon CIC) and full equity acceleration upon qualifying CIC separation; non‑compete/non‑solicit for 12 months conditions severance .
- Watch items: absence of 2024 equity grant and zero 2024 bonus for Pardo; 2025 bonus framework ties more of potential cash to profitability (including GAAP net income), which may impact realized pay depending on results .
Investment Implications
- Alignment vs control: Pardo’s concentrated voting power and large vested option position align incentives but also embed founder‑control risk; independent Chair and independent committees provide partial counter‑balance .
- Supply/overhang risk: Significant vested/performance options and Class B holdings could create selling pressure if monetized; monitor future Form 4 filings and any changes to pledging approvals (hedging prohibited) .
- Pay discipline signal: $0 bonus for Pardo in 2024 under a profitability‑weighted plan suggests Board’s willingness to constrain payouts; 2025 plan adds GAAP net income, further tying cash incentives to durable profitability .
- Transaction/exit economics: Double‑trigger CIC terms (18 months base, target bonuses, full equity acceleration) could be material in a sale; factor into M&A outcome analyses .
- Execution baseline: Company exited 2024 with strong operating metrics (revenue growth, adjusted EBITDA, FRLPC) and initiated 2025 GAAP net income guidance; sustained delivery underpins management incentive realizations and reduces retention risk .