Tami Rosen
About Tami Rosen
Tami Rosen, 54, joined Pagaya in 2021 as the company’s first C‑suite hire (Chief People Officer) and, in April 2024, was appointed to the Board of Directors, named Chief Development Officer (CDO), and Chair of Pagaya’s new strategic Advisory Board. She previously held senior roles at Apple, Goldman Sachs, Atlassian (CPO in 2020) and Luminar Technologies (CPO 2018–2020). She holds a B.A. in Law & Society from Binghamton University and is noted for initiatives spanning M&A integration, IPO readiness, and talent strategy (e.g., Atlassian’s “TEAM Anywhere,” Goldman Sachs’ first LGBTQ+ Ally program) . For 2024 incentive design, company performance targets and weightings centered on Revenue ($925m target, 35%), FRLPC ($275m, 35%) and Adjusted EBITDA ($150m, 30%), with 0–300% multipliers; for 2025, weightings shift to Total Revenue & Other Income (30%), GAAP Net Income (25%) and Adjusted EBITDA (45%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atlassian | Chief People Officer | 2020 | Launched “TEAM Anywhere” remote-work program; scaled talent operations |
| Luminar Technologies | Chief People Officer | 2018–2020 | Built HR infrastructure for a fast-scaling auto-tech platform |
| Apple | Senior Executive HR roles | Not disclosed | Senior HR leadership experience |
| Goldman Sachs | Senior Executive HR roles | Not disclosed | Pioneered Wall Street’s first LGBTQ+ Ally Program |
External Roles
No external public company directorships for Ms. Rosen were disclosed. She serves internally as Chair of Pagaya’s strategic Advisory Board (appointed April 2024) .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $650,000 | $650,000 | Employment agreement amended Nov 12, 2024 confirms $650k base |
| Annual Bonus – Paid (for prior year) ($) | $400,000 (paid 2024) | $600,000 (paid 2025 for 2024) | 2024 bonuses paid in 2025 reflected performance vs KPIs |
| Perquisites ($) | $11,000 | $132,000 (incl. $123k housing, event admission, gift) | Perks detail disclosed for 2024 |
Performance Compensation
| Plan Year (Payout Timing) | Metric | Weighting | Target | Payout Mechanics |
|---|---|---|---|---|
| 2024 (paid 2025) | Revenue | 35% | $925m | 0–300% multiplier per metric; actual NEO bonuses paid were below formulaic eligibility; Ms. Rosen paid $600k for 2024 |
| 2024 (paid 2025) | FRLPC | 35% | $275m | As above |
| 2024 (paid 2025) | Adjusted EBITDA | 30% | $150m | As above |
| 2025 Framework | Total Revenue & Other Income | 30% | Not disclosed | 0–300% per metric; additional discretionary up to 25% of base possible |
| 2025 Framework | GAAP Net Income | 25% | Not disclosed | As above |
| 2025 Framework | Adjusted EBITDA | 45% | Not disclosed | As above |
Additional bonus structure: Ms. Rosen’s amended agreement guarantees a minimum target cash bonus of $600,000 for 2024, with discretionary upside based on KPIs; from 2025 onward, target minimum bonus remains $600,000, subject to CEO/Board discretion under the Compensation Policy .
Equity Awards and Vesting
| Award Type | Grant/Terms | Vesting | Status/Notes |
|---|---|---|---|
| RSUs (2024) | 170,765 RSUs (April 2024) | 1/3 on Oct 1, 2024; 1/3 on Jan 1, 2025; remaining 1/3 in two equal installments on Apr 1, 2025 and Jul 1, 2025 | Drives near-term share deliveries in 1H25 |
| RSUs (2023) | 125,000 RSUs (prior award) | 1/4 on Oct 31, 2023; 1/4 on Jan 31, 2024; remaining 1/8 quarterly thereafter | Ongoing through 2025 |
| Options (multiple tranches) | Strikes: $10.68, $12.24, $51.36; expirations largely 2031/2033 | Mix of fully vested and scheduled vesting (e.g., tranches vesting Mar 31, 2025; Jun 30, 2025; Mar 31, 2026) | Based on $9.29 close 12/31/24, these strikes were out-of-the-money (OTM) at year-end |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/31/2025) | 353,783 Class A “beneficial” shares (<1%): 38,181 shares; 273,706 vested options; 28,467 RSUs vesting within 60 days; 13,429 performance-based options exercisable into restricted shares |
| Ownership % of Shares Outstanding | Less than 1% |
| Vested vs. Unvested | Mix of vested options and near-term RSU vests (see above); additional option tranches scheduled through 2026 |
| Hedging/Pledging | Hedging prohibited; any pledging requires Board approval |
| Director/Executive Ownership Policy | Not specifically disclosed; company emphasizes alignment via equity and minimum vesting in compensation policy |
Implication for selling pressure: material RSU deliveries in 1H25 (Jan 1, Apr 1, Jul 1) may create supply; however, with option strikes above $9.29 year-end price, option-related selling was less likely near 12/31/24 given OTM status .
Employment Terms
| Term | Detail |
|---|---|
| Role and Appointment | Chief Development Officer since April 8, 2024; appointed to Board same date |
| Latest Employment Agreement | Amended & Restated on Nov 12, 2024 |
| Base Salary | $650,000 |
| Annual Bonus | 2024 guaranteed minimum $600,000; discretionary upside per KPIs; from 2025, minimum target $600,000 subject to CEO/Board discretion under policy |
| Severance (no CIC) | If terminated without Cause or resigns for Good Reason: 6 months base salary continuation; pro‑rated annual cash bonus at target; company portion of COBRA for up to 6 months; 12‑month non‑compete/non‑solicit; subject to release |
| Change-in-Control (double trigger) | If such termination within 12 months post‑CIC: lump sum 12 months base salary; full annual cash bonus at target plus any unpaid prior year bonus at target; company portion of COBRA up to 12 months; accelerated vesting of all outstanding equity awards; subject to release and 12‑month non‑compete/non‑solicit |
| Clawback | Incentive Compensation Recoupment Policy adopted Nov 29, 2023 in compliance with SEC/Nasdaq rules |
Board Governance
| Item | Detail |
|---|---|
| Board Service | Director since April 2024; currently a continuing Class II director with term expiring at the 2026 AGM |
| Independence | Not independent (Company officer and director) |
| Committee Roles | Member, Risk Committee; Risk Committee chaired by Dan Petrozzo |
| Board Leadership | Independent Chair (Avi Zeevi); independent majority maintained |
| Attendance | In 2024, the Board held 14 meetings; each director attended ≥75% of meetings |
| Director Pay | Executive directors (incl. Ms. Rosen) receive no additional director compensation |
Dual-role implications: As a Management Director (executive and director), her cash bonus framework requires shareholder approval under Israeli law; compensation oversight is via an independent Compensation Committee; Board has independent Chair and majority independent, mitigating typical CEO/Chair concentration concerns (Ms. Rosen is not CEO) .
Director Compensation (for reference)
Non‑employee directors receive cash retainers and annual RSUs; executives on the Board (incl. Ms. Rosen) do not receive additional director compensation .
Compensation Committee and Governance Controls
- Compensation Committee members are independent; no interlocks or insider participation; Semler Brossy serves as independent consultant (no conflicts) .
- Equity award timing avoids coordination with MNPI; annual grant cadence typically in March; no options granted to NEOs during blackout-adjacent windows in 2024 .
- Hedging prohibited; pledging only with Board approval .
- Late Section 16 filings disclosed for several insiders in 2024–early 2025, including a Form 4 for Ms. Rosen filed Aug 21, 2024 instead of May 2 (administrative timeliness consideration) .
Risk Indicators & Red Flags (Observed/Not Observed)
- Repricing of options: Not disclosed; options with strikes $10.68–$51.36 remained outstanding; no repricing flagged .
- Hedging/pledging: Policy prohibits hedging and restricts pledging; no pledges by Ms. Rosen disclosed .
- Related-party transactions: None involving Ms. Rosen disclosed; company policy requires Audit Committee review/approval per Israeli law .
- Say‑on‑pay: Advisory vote scheduled; company is an EGC but voluntarily seeking non-binding approval .
Investment Implications
- Alignment and retention: Equity-heavy design with multi‑year vesting, clawback, and double‑trigger CIC acceleration supports retention and alignment. 2024 RSU grants front‑loaded to vest through mid‑2025 create near‑term delivery events but also anchor continued service .
- Selling pressure: Near‑term RSU vestings (Jan 1, Apr 1, Jul 1, 2025) increase float risk; however, multiple option tranches were OTM at 12/31/24 (strikes $10.68–$51.36 vs $9.29 close), limiting option‑related selling unless share price appreciates .
- Pay-for-performance rigor: Clear KPI frameworks with 0–300% multipliers; 2024 actual bonuses were paid below formulaic eligibility, indicating discretion and discipline; 2025’s inclusion of GAAP Net Income increases focus on profitability quality .
- Governance quality: Independent Chair, independent Compensation Committee, no interlocks, and formal hedging/pledging and clawback policies mitigate governance risk for a dual-role executive director .
Overall, Ms. Rosen’s package reflects a balanced mix of fixed pay ($650k base), at‑risk cash tied to company KPIs (target minimum $600k), and meaningful equity with structured vesting and CIC protections—supporting retention while limiting immediate monetization via OTM options. Near‑term RSU vests in 1H25 are the primary potential source of insider supply rather than option exercises .
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