Dan Petrozzo
About Dan Petrozzo
Independent director at Pagaya Technologies Ltd. since 2018; age 60. Former Partner/Venture Partner at Oak HC/FT (2017–2024), and senior technology executive spanning Goldman Sachs (Global Head of Technology, Investment Management), Fidelity Investments (CIO), and Morgan Stanley (Co-CIO). Co-founded Verilume (sold to Intralinks, 2016) and was on the founding team at StorageApps (sold to Hewlett Packard). Education: B.A. (Moravian College); J.D. (Seton Hall University Law School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oak HC/FT | Partner / Venture Partner | 2017–2024 | Fintech growth equity, early-stage venture |
| Goldman Sachs | Partner; Global Head of Technology, Investment Management | Prior roles; dates not specified | Led global tech for IM |
| Fidelity Investments | Chief Information Officer | Prior role; dates not specified | Enterprise technology leadership |
| Morgan Stanley | Co-Chief Information Officer | Prior role; dates not specified | Co-led firm IT |
| Verilume | Co-founder (cloud computing) | Sold to Intralinks in 2016 | Founder/operator; sale execution |
| StorageApps | Founding team | Sold to Hewlett Packard | Early storage startup exit |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sure Inc. | Director | Current | Insurance/fintech platform (private) |
| Nokod Security Ltd. | Director | Current | Cybersecurity (private) |
Board Governance
- Independence: Board determined Petrozzo is independent under Nasdaq rules; also independent for Audit Committee purposes under Exchange Act Rule 10A‑3(b)(1) .
- Board leadership: Independent Chair (Avi Zeevi) structure cited by Board as ensuring robust oversight .
- Attendance: In 2024 the Board held 14 meetings; each director attended ≥75% of Board meetings; committee members attended ≥75% of their committees. Independent directors meet in regular executive sessions .
| Committee | Role | Independence | Meetings Held (FY 2024) | Attendance |
|---|---|---|---|---|
| Risk Committee | Chair | Independent | 4 | ≥75% for all members |
| Compensation Committee | Member | Independent | 4 | ≥75% for all members |
| Audit & Finance Committee | Member | Independent per 10A‑3(b)(1) | 7 | ≥75% for all members |
Fixed Compensation
Non-employee director package: $40,000 annual cash; +$10,000 for any committee chair; annual equity grant $300,000, vesting quarterly over one year. Chair of the Board: $250,000 cash + same equity grant .
FY 2024 actuals (as reported):
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned/paid in cash | $50,000 | Base retainer + Risk Committee chair fee |
| Stock awards (grant-date fair value) | $224,000 | RSUs under 2022 Plan; vest quarterly |
| Options | $0 | No director option grants disclosed |
| Total | $274,000 | 2024 fiscal year |
Performance Compensation
- No performance-based metrics tied to non-employee director compensation disclosed; RSU grants vest in equal quarterly installments over one year, not contingent on performance .
| Metric | Weight/Target | Result |
|---|---|---|
| Director performance metrics | None disclosed | No performance linkage |
Other Directorships & Interlocks
| Relationship | Details | Governance Handling |
|---|---|---|
| Oak HC/FT preferred equity investment | Pagaya issued 5,000,000 Series A Preferred Shares for $75M to Oak HC/FT (Apr 14, 2023). Petrozzo was an Oak partner until Dec 31, 2023 . | Approved by disinterested Audit Committee and Board; shareholder approval obtained; founders entered a voting agreement to facilitate transaction . |
Potential conflict: Historical Oak affiliation plus Oak’s preferred share investment. Mitigants: Disinterested committee approvals, shareholder approval, formal related-party policy processes .
Expertise & Qualifications
- Deep enterprise technology leadership (CIO/Co-CIO roles), fintech investing/operator experience, cloud infrastructure founding experience; legal training (J.D.) complements governance oversight .
- Committee breadth: chairs Risk; serves on Compensation and Audit, indicating risk, pay, and financial oversight expertise .
Equity Ownership
Beneficial ownership as of March 31, 2025:
| Holding Type | Quantity | Vesting/Status | Notes |
|---|---|---|---|
| Class A Ordinary Shares | 86,012 | Owned | Part of total beneficial count |
| RSUs (vesting within 60 days) | 6,250 | Will vest within 60 days of 3/31/2025 | Included in beneficial calculation per Rule 13d‑3 |
| Options – exercisable (vested) | 117,810 | Exercisable | Included in beneficial calculation |
| Options – performance-based | 23,562 | May be exercised into restricted Class A; not subject to continued employment vesting | Performance condition applies |
| Reported Class A beneficial count | 233,634 | Beneficial (per proxy table) | Less than 1% ownership |
Policy highlights:
- Hedging prohibited; pledging requires Board approval .
- Clawback policy adopted Nov 29, 2023 (Exchange Act Section 10D compliance; Nasdaq Rule 5608). No recoupments to date .
Governance Assessment
- Board effectiveness: Petrozzo strengthens oversight by chairing the Risk Committee and serving on Audit and Compensation—high-leverage committees for investor protections . Independence affirmed under Nasdaq and Rule 10A‑3 .
- Engagement: ≥75% attendance at Board and committee meetings in 2024; Board held 14 meetings—above typical cadence, implying active oversight during a scaling period .
- Alignment: Receives standard non-employee director pay with material equity component, providing shareholder alignment; beneficial ownership is small (<1%), typical for independent directors, with hedging restricted .
- Conflicts: Oak HC/FT preferred investment creates perceived interlock risk; company employed robust related-party review (disinterested approvals; shareholder vote) mitigating governance concern .
- Red flags: Section 16 compliance note lists numerous late filings in 2024; includes a Form 3 for Petrozzo filed on April 26 instead of April 18. While immaterial, repeated delays can signal process weaknesses; monitor future timeliness .
Implications: Petrozzo’s risk and audit roles are positives for investor confidence. The Oak HC/FT tie warrants continued scrutiny of related-party transactions; mitigations appear adequate. Attendance and independence support board quality; equity-heavy director pay mix provides alignment without disclosed performance gating, consistent with market practice .