Gal Krubiner
About Gal Krubiner
Gal Krubiner, 36, is the co-founder, Chief Executive Officer, and a director of Pagaya (PGY) since 2016. He previously specialized in structuring and distributing sophisticated credit and asset-backed securities at UBS AG (2012–2016) and holds a B.A. in Applied Science, Economics & Statistics from Tel Aviv University . During his tenure, Pagaya’s revenue grew to $1,004.6 million in FY 2024 from $772.8 million in FY 2023, while EBITDA improved to $99.7 million from -$5.3 million, reflecting a transition to profitability; values retrieved from S&P Global.* ; FY 2023 Revenue: ; FY 2022 Revenue/EBITDA: S&P Global*]
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD) | $685.4 million* | $772.8 million | $1,004.6 million |
| EBITDA ($USD) | -$245.2 million* | -$5.3 million* | $99.7 million* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UBS AG | Structured credit and ABS products | 2012–2016 | Built expertise in innovative credit and asset-backed structures, foundational to Pagaya’s platform |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in DEF 14A | — | — | — |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Key Perquisites (2024) |
|---|---|---|---|
| 2023 | $1,000,000 | $650,000 | Housing ($351k), personal expenses allowance ($105k), admin support ($97k), ground transportation ($94k), storage |
| 2024 | $1,000,000 | $703,000 | Housing ($378k), ground transportation ($112k), personal expenses allowance ($105k), admin support ($86k), sporting event admission and storage |
- Employment agreement amended November 12, 2024: $1,000,000 base salary; contractual 10% annual increases for first five years post-EJFA Closing (waived in 2023–2025); personal expenses allowance up to $105,000; housing accommodations and tax gross-ups for personal taxes linked to housing while in the U.S. or traveling on company business .
- CEO termination mechanics: until the sixth anniversary of the EJFA Closing, termination other than for cause requires ≥75% board supermajority .
Performance Compensation
| Year | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 Bonus (paid 2025) | Revenue | 35% | $925 million | Not disclosed | Included in CEO bonus; see below | Cash (immediate) |
| 2024 Bonus (paid 2025) | FRLPC (fee revenue less production costs) | 35% | $275 million | Not disclosed | Included in CEO bonus; see below | Cash (immediate) |
| 2024 Bonus (paid 2025) | Adjusted EBITDA | 30% | $150 million | Not disclosed | Included in CEO bonus; see below | Cash (immediate) |
- 2024 annual incentive framework included multipliers of 0%, 75%, 100%, 150%, 200%, 300% based on performance vs. targets .
- CEO payout: $2,500,000 actually paid in Q1 2025 for 2024 performance (Board stated actual bonuses paid were below eligibility levels) . Note SCT lists 2024 “Bonus ($)” as $2,000,000, reflecting reporting conventions; see SCT below .
- 2025 proposed bonus framework for management directors adds GAAP Net Income, with weightings: Total Revenue & Other Income 30%, GAAP Net Income 25%, Adjusted EBITDA 45%; discretionary bonus authority up to 25% of base salary for CEO (subject to compensation policy) .
Summary Compensation Table (CEO):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | $1,000,000 | $500,000 | $— | $— | $650,000 | $2,150,000 |
| 2024 | $1,000,000 | $2,000,000 | $— | $— | $703,000 | $3,703,000 |
Clawback: Incentive Compensation Recoupment Policy approved November 29, 2023, compliant with Exchange Act Section 10D and Nasdaq Rule 5608; no recoupments to date .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 523,076 Class A shares; 1,864,185 Class B shares; 2,724,989 Class B shares held via Azure Sea Trust (Hamilton Trust Co. of SD LLC trustee) |
| Options | 5,160,622 vested options to acquire Class B; 915,588 performance-based options into restricted Class B (no continuing employment vesting) |
| Ownership % | Class B: 56.9%; Total voting power: 42.0% (Class B carries 10 votes per share) |
| Pledging/Hedging | Hedging prohibited; any pledge of company securities requires Board approval |
| Director fees/equity | As an executive director, CEO receives no additional director compensation; non-employee director program detailed separately |
Outstanding Equity Awards at FY 2024 Year-End (CEO):
| Instrument | Exercisable | Unexercisable | Exercise Price | Expiration | Vesting Notes |
|---|---|---|---|---|---|
| Options | 582,680 | — | $0.44 | 8/11/2030 | 1/4 vested on 5/21/2021; 1/16 quarterly thereafter |
| Options | 4,577,942 | 915,588 | $18.96 | 3/17/2031 | 1/2 vested on 6/22/2022; 1/3 vested on 8/21/2022; remainder vests upon performance goal attainment |
Equity grant cadence: CEO and CTO did not receive any equity awards in 2024 .
Employment Terms
| Provision | Standard Termination (Without Cause/Good Reason) | Change in Control (termination within 12 months) |
|---|---|---|
| Cash severance | 12 months base salary (CEO) | 18 months base salary lump sum (CEO) |
| Bonus | Pro-rated annual bonus at target | Full annual bonus at target plus any unpaid prior year bonus at target |
| Benefits | Company payment of portion of COBRA premiums up to 12 months | Same, up to 12 months |
| Equity | No acceleration disclosed for standard termination | Accelerated vesting of all outstanding equity awards (double-trigger) |
| Covenants | 12-month post-employment non-compete and non-solicit required | 12-month post-employment non-compete and non-solicit required |
| CEO termination governance | ≥75% board vote required to terminate CEO other than for cause until sixth anniversary post-EJFA Closing |
Board Governance
- Board service: Director since 2016; current board moved to annual elections by 2026; CEO stands for reelection at 2025 AGM (one-year term to 2026 AGM) .
- Independence and leadership: CEO is not independent; Board is led by independent Chairman, Avi Zeevi; majority independent directors per Nasdaq practice .
- Committees: CEO is not listed as a member of Audit & Finance, Compensation, Nominating & Corporate Governance, or Risk Committees; committee compositions are independent-led (Audit: Zeevi, Golub, Petrozzo, Davis; Compensation: Zeevi, Petrozzo; Nominating: Golub, Zeevi; Risk: Golub, Petrozzo, Rosen, Mehta) .
- Attendance/executive sessions: Board held 14 meetings in FY 2024; each director attended at least 75%; independent directors meet at regular executive sessions .
Director compensation program (for non-employee directors): $40,000 annual cash; +$10,000 for committee chairs; $300,000 annual RSU award vesting quarterly; Chairman receives $250,000 cash plus RSUs . CEO receives no additional compensation for board service .
Compensation Committee Analysis
- Philosophy: Pay-for-performance with measurable, challenging metrics; align equity programs to shareholder interests; reviewed at least annually .
- Consultant: Semler Brossy retained in 2024; no conflicts; provides market assessments and incentive design advice .
- Policy constraints: Variable compensation capped at 95% of annual total; minimum vesting periods; recovery provisions and limits on retirement grants per Companies Law and company policy .
Performance & Track Record
- Company highlights: Management reported consistent profitability, diversification of funding (first Auto forward flow, $300 million POS revolving ABS), $500 million corporate debt raised, revolver expansion across four major banks, and ratings from all three major agencies .
- Financial trends: Revenue increased to $1,004.6 million in FY 2024 from $772.8 million in FY 2023; EBITDA improved to $99.7 million from -$5.3 million, evidencing operating leverage and scale; values retrieved from S&P Global.*
Risk Indicators & Red Flags
- Dual-class voting power: Class B carries 10 votes per share; CEO’s total voting power is 42.0%, indicating significant control concentration .
- Tax gross-ups: Employment agreement provides tax gross-ups for personal taxes related to housing accommodations, which is generally shareholder-unfriendly .
- Clawback: Policy adopted; no recoupment actions to date .
- Section 16: The company disclosed several late Section 16 filings among officers/directors in 2024–early 2025, indicating administrative lapses though ultimately filed .
- Hedging/Pledging: Hedging prohibited; pledging requires Board approval (no pledging by CEO disclosed) .
Equity Ownership & Beneficial Percentages (Detail)
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | Total Voting Power % |
|---|---|---|---|---|---|
| Gal Krubiner | 523,076 | * | 10,665,384 | 56.9% | 42.0% |
| Notes | Includes 2,724,989 Class B held in Azure Sea Trust; 5,160,622 vested options to acquire Class B; 915,588 performance-based options into restricted Class B |
*Less than one percent.
Governance Policies
- Insider trading: Company maintains an Insider Trading Policy; prohibits derivative transactions; outlines compliance requirements .
- Related party transactions: Robust approval framework via Audit Committee/Board; periodic renewals and constraints per Companies Law .
Investment Implications
- Alignment vs control: CEO’s 42% voting power via Class B shares tightly aligns incentives with long-term value creation but concentrates control, elevating governance risk and potential minority shareholder concerns .
- Cash-heavy compensation and perquisites: 2024 CEO compensation emphasizes cash bonus ($2.5 million paid) and meaningful perquisites, while no new equity grants in 2024 could modestly reduce incremental equity alignment; tax gross-ups are a governance red flag .
- Retention and change-in-control: Double-trigger CIC with accelerated vesting and 18 months salary provides retention but could create event-driven compensation overhang; termination requires supermajority until sixth anniversary of EJFA Closing, stabilizing leadership continuity .
- Performance momentum: Revenue and EBITDA inflection to profitability supports pay-for-performance credibility and reduces execution risk; 2025 bonus framework adds GAAP Net Income weighting, reinforcing a focus on profitable growth; values retrieved from S&P Global.*
- Trading signals: Hedging is prohibited and pledging restricted; no disclosed CEO equity pledges; substantial vested options indicate potential future exercises but no recent CEO Form 4 sales data were found in the provided documents.
Values retrieved from S&P Global.*