DEF 14A of Better Home & Finance Holding Co
Filed Apr 30, 2026 · FY20250001140361-26-018232
Proposal 1 - Election of Directors
Proposal 1 - Election of Directors
Director Nominees
Director Nominees Upon the recommendation of the Compensation, Corporate Governance and Nominations Committee, our Board has nominated the eight nominees identified below for election at the 2026 Annual Meeting. All of the nominees have been previously elected by stockholders, except David Barse, Hugh R. Frater and Bhaskar Menon. If elected, the nominees for election as directors will serve until the next annual meeting and until their successors are elected and qualified or until their earlier death, resignation, disqualification or removal. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented thereby for the election of directors of the persons whose names and biographies appear below. Although our Board does not anticipate that any of the nominees will be unable to stand for election as a director at the 2026 Annual Meeting, if this occurs, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The nominees for election to the Board, all of whom are current directors, are as follows:
Director Nominees
| Name | Age | | Harit Talwar | 65 | | Vishal Garg | 48 | | David Barse | 63 | | Michael Farello | 61 | | Hugh R. Frater | 70 | | Arnaud Massenet | 60 | | Bhaskar Menon | 65 | | Prabhu Narasimhan | 46 |
Director Nominees
Harit Talwar. Mr. Talwar has served as a member of our Board and our Chairman since August 2023. Mr. Talwar served as Chairman of the board of directors of Pre-Business Combination Better from May 2022 until August 2023. He was most recently at Goldman Sachs, a global investment bank, where he served as Chairman of the Consumer Business from January 2021 through December 2021 and Global Head of the Consumer Business from May 2015 to January 2021, leading the firm’s entry into the consumer space and helping to build Marcus by Goldman Sachs as the division’s head and first employee. Prior to Goldman Sachs, Mr. Talwar was President, U.S. Cards, at Discover Financial Services. Mr. Talwar has served as a member of the boards of directors of Mastercard Inc. (NYSE: MA) since April 2022, KPMG U.S. since January 2024, Apexon, a digital engineering services company, since 2022, and Inveniam, a block chain company digitizing assets in private markets, since 2023. Mr. Talwar holds a B.A. in Economics from Delhi University and an M.B.A. from the Indian Institute of Management, Ahmedabad. Mr. Talwar was selected to serve on our Board and as Chairman of the Board due to his strong background in direct-to-consumer financial businesses and experience building public companies. Vishal Garg. Mr. Garg has served as a member of our Board and Chief Executive Officer of the Company since August 2023. Mr. Garg founded and served as Chief Executive Officer of Pre-Business Combination Better from its inception in 2015 until August 2023. Since 1999, Mr. Garg has served as the founding partner of 1/0 Capital, an investment holding company focused on creating and investing in businesses within consumer finance, technology and digital marketing (“1/0 Capital”), and which is a significant stockholder of the Company. Before this, Mr. Garg was an entrepreneur in the consumer finance industry. Mr. Garg holds a B.S. in Finance and International Business from New York University. Mr. Garg was selected to serve on the Board due to, among other things, the perspective and experience he brings as our Chief Executive Officer and co-founder of Pre-Business Combination Better. David Barse. Mr. Barse has served as a member of the Board since August 2025. Mr. Barse has served as the founder and Chief Investment Officer of DMB Holdings, LLC, a private family office with a diverse investment portfolio, since January 2016. Mr. Barse was the founder and the Chief Executive Officer of XOUT Capital LLC, an index company related to the asset management industry, from January 2019 through February 2022. He served as a director of Covanta Holding Corporation (formerly NYSE: CVA), an owner/operator of energy-from-waste and power generation facilities, from 1996 until its acquisition by a private equity firm in 2022, in addition to serving on several other boards of directors throughout his career. Mr. Barse also served almost 25 years as Chief Executive Officer of Third Avenue Management, a global value investment organization. Mr. Barse has a B.A. with Honors from George Washington University and a J.D. from Brooklyn Law School. Mr. Barse was selected to serve on the Board due to his experience on public and private company boards of directors and investment experience. Michael Farello. Mr. Farello has served as a member of our Board since August 2023. Mr. Farello served as a member of the board of directors of Pre-Business Combination Better from February 2020 until August 2023. He is also a Managing Partner of L Catterton, a private equity firm, a position he has held since January 2006. Mr. Farello serves as a member of the boards of directors of several private companies. In addition, since July 2015, Mr. Farello has served on the board of directors of Vroom Inc. (Nasdaq: VRM), an e-commerce used vehicle sales platform. Since June 2017, Mr. Farello has also served on the board of directors of ODDITY Tech Ltd. (Nasdaq: ODD), a consumer-technology company. Mr. Farello holds a B.S. in industrial engineering from Stanford University and an M.B.A. from Harvard Business School. Mr. Farello was selected to serve on the Board due to his strong background in technology and direct-to-consumer businesses, knowledge of growth strategies, and extensive board and committee experience. Hugh R. Frater. Mr. Frater has served as a member of our Board since March 2026. Since March 2017, he has served as Principal and Advisor at Shift Capital, a real estate investment and development firm. He has served on the board of directors of Hippo Holdings Inc. (NYSE: HIPO), a home insurance technology company, since April 2018. Mr. Frater served as the Chief Executive Officer and director of the Federal National Mortgage Association (commonly known as “Fannie Mae”), a federally sponsored mortgage securitization company, from October 2018 to April 2022. Mr. Frater previously led Berkadia Commercial Mortgage LLC, a national commercial real estate company providing comprehensive capital solutions and investment sales advisory and research services for multifamily and commercial properties. Earlier in his career, Mr. Frater was a founding partner and managing director of BlackRock, Inc. Mr. Frater holds an MBA from Columbia Business School and a Bachelor’s degree from Dartmouth College. Mr. Frater was selected to serve on the Board due to his experience as an executive and director at several different companies in the real estate and financial sectors. Arnaud Massenet. Mr. Massenet has served as a member of the Board since August 2023. Mr. Massenet has served as a managing partner of NaMa Capital Advisors LLP (previously Novator Capital), a privately held investment firm (“NaMa Capital”), since October 2020. Mr. Massenet served as Chief Executive Officer of Aurora and as an executive officer of Novator Capital Sponsor Ltd., a Cyprus limited liability company (the "Sponsor"), in each case from inception until August 2023. Mr. Massenet started his career in 1994 in banking at Morgan Stanley & Co. He became the Head of Morgan Stanley’s derivatives group in London, United Kingdom, in 1998. In 2003, Mr. Massenet started Lehman Brothers Inc.’s corporate derivatives group before exiting in 2007 to start South West Capital, a hedge fund focused on real asset investments. Mr. Massenet co-founded Net-a-Porter in 1999, which was ultimately sold to the Richemont Group. Mr. Massenet holds a Bachelor of Arts from the Lincoln International School of Business in Paris, France and an M.B.A. from the University of North Carolina. Mr. Massenet
Director Nominees
| Better Home & Finance Holding Company 2026 Proxy Statement | 3 |
Director Nominees
was selected to serve on the Board due to his experience as a senior executive, his experience in investment, marketing and business development, and his experience serving on the boards of directors of other public and private companies. Bhaskar Menon. Mr. Menon has served as a member of the Board since August 2025 and as its lead independent director since October 2025. His last role was as the Chief Digital & Transformation Officer of Alorica, Inc., a provider of technology-enabled customer services solutions for large enterprises, from July 2018 until December 2021. He has served on boards of directors of companies across multiple industries. Mr. Menon previously held senior executive positions with Citibank, N.A., Merrill Lynch & Co. Inc., Mphasis Corp. and e4e Inc. Mr. Menon has a B.S. from Fergusson College and an M.B.A. from Symbiosis Institute of Business Management, Pune. Mr. Menon was selected to serve on the Board due to his experience on boards of directors and executive leadership experience. Prabhu Narasimhan. Mr. Narasimhan has served as a member of our Board since August 2023. He has served as Chief Executive Officer of Brahma AI Ltd., an enterprise AI content platform, since July 2024. Mr. Narasimhan served as a managing partner of NaMa Capital from October 2020 until September 2024. Mr. Narasimhan served as Aurora’s Chief Investment Officer and as an executive officer of the Sponsor, in each case from inception until August 2023. Mr. Narasimhan has over 15 years of experience as a lawyer at three international law firms, two as partner (Mayer Brown, White & Case and Baker & McKenzie). Mr. Narasimhan has served on the board of directors of Prime Focus Limited, a motion picture and video production company, since January 2026. Mr. Narasimhan was selected to serve on our Board due to his due to his extensive legal experience as well as his investment and business development experience. Mr. Narasimhan was selected to serve on the Board due to his due to his extensive legal experience as well as his investment and business development experience.
Director Nominees
| The Board of Directors Recommends that Stockholders Vote FOR the Election of Each of the Director Nominees. |
Roles and Responsibilities of the Board and Committees
| • | making recommendations to our Board regarding the compensation of our directors; |
Director Compensation
Director Compensation We maintain a Director Compensation Policy (the “Director Compensation Policy”), which was amended in August 2025 and in October 2025 to, among other things, (i) modify the annual retainer for Business Combination Directors (as defined below) from $275,000, payable in cash, to $250,000, 50% payable in cash and 50% payable in an annual equity award, and (ii) provide for compensation for service in leadership roles and on Board committees, as described below. Pursuant to the Director Compensation Policy, non-employee directors who (a) served as a member of the Board since the Business Combination and (b) at or prior to the time of the Business Combination, directly or indirectly beneficially owned, or were employed by or otherwise affiliated with an entity that directly or indirectly beneficially owned, more than five percent (5%) of a class of common stock of the Company (the “Business Combination Directors”), which includes Michael Farello, Arnaud Massenet and Prabhu Narasimhan, are paid an annual retainer of $250,000, $125,000 of which is payable quarterly in cash and $125,000 of which is payable in the form of an annual equity award. All other non-employee directors are paid an annual retainer of $300,000, $150,000 of which is payable quarterly in cash and $150,000 of which is payable in the form of an annual equity award. Harit Talwar, the Chairman of our Board, is paid pursuant to a separate agreement, as described below. In addition to the annual board retainer described above, non-employee directors are eligible to receive additional retainers for service in leadership roles and on Board committees. The lead independent director, if applicable, receives an annual retainer of $100,000, payable 50% in cash in equal quarterly installments and 50% in equity. Committee chairs receive annual retainers as follows: $50,000 for the Chair of the Audit Committee and the Chair of any special committee, and $30,000 for the Chairs of the Compensation Committee and the Nominating and Governance Committee (and for the Chair of the combined committee). Committee members who are not chairs receive an annual retainer of $15,000. In each case, retainers are payable 50% in cash and 50% in equity. The cash portion of the annual retainer is paid quarterly in arrears. Annual equity retainers are granted as restricted stock units that settle in shares of Class A Common Stock upon vesting (“RSUs”) following the annual meeting of stockholders (or a director’s election date), with a target grant date value equal to the applicable award amount, and vest on the business day immediately prior to the next annual meeting of stockholders. In August 2025, the Board amended the Director Compensation Policy. In connection with these amendments, equity awards were granted based on the closing price of Class A Common Stock on June 10, 2025, to align the awards with the date of the 2025 annual meeting of stockholders and to be consistent with the intent of the Director Compensation Policy. Messrs. Barse and Menon, who were elected to the Board effective August 1, 2025, initially received prorated equity awards under the policy then in effect. In October 2025, the Board further amended the Director Compensation Policy to provide that directors elected within three months following an annual meeting are eligible for full annual equity awards, and directors elected more than three months after the annual meeting receive a prorated equity award. In connection with this change, Messrs. Barse and Menon received additional RSUs to reflect full-year awards. In October 2025, Mr. Menon was also elected lead independent director and received a prorated RSU award for this role in accordance with the Director Compensation Policy. The Director Compensation Policy provides that eligible directors may elect to defer settlement of their equity awards by making a written election within 30 days of initially eligibility or, for subsequent years, prior to the end of the preceding calendar year (or such later date as permitted under Section 409A of the Internal Revenue Code). Messrs. Talwar and Narasimhan received additional equity awards in connection with their consulting arrangements, which are described in more detail below under the heading “Certain Relationships and Related Party Transactions—Consulting Arrangements.”
2025 Director Compensation Table
2025 Director Compensation Table The following table sets forth the compensation awarded to, earned by or paid to the Company’s non-employee directors during 2025.
2025 Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Harit Talwar | 437,033 | 4,118,103 | — | — | 4,555,136 | | David Barse | 65,425 | 249,614 | — | — | 315,039 | | Michael Farello | 219,213 | 255,562 | — | — | 474,775 | | Arnaud Massenet | 215,225 | 255,562 | — | — | 470,787 | | Bhaskar Menon | 82,959 | 316,755 | — | — | 399,714 | | Prabhu Narasimhan | 214,005 | 3,767,812 | — | — | 3,981,817 | | Steven Sarracino(3) | 165,062 | — | — | — | 165,062 | | Riaz Valani(4) | — | — | — | — | — |
2025 Director Compensation Table
| (1) As of December 31, 2025, our non-employee directors held the following equity awards: Mr. Talwar: (a) 120,191 RSUs underlying shares of Class A Common Stock and 55,705 RSUs underlying shares of Class B Common Stock, and (b) 12,379 RSUs underlying shares of Class B Common Stock that have vested but where settlement has been deferred; Mr. Barse: 10,389 RSUs underlying shares of Class A Common Stock; Mr. Farello: 11,327 RSUs underlying shares of Class A Common Stock; Mr. Massenet: 11,327 RSUs underlying shares of Class A Common Stock; Mr. Menon:12,888 RSUs underlying shares of Class A Common Stock; and Mr. Narasimhan: 111,327 RSUs underlying shares of Class A Common Stock. |
2025 Director Compensation Table
| (2) Amounts reported represent the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718. In addition to the equity awards granted under the Director Compensation Policy, (1) Messrs. Talwar and Narasimhan were each granted 100,000 RSUs in connection with consulting services, as further described below under the heading “Certain Relationships and Related Party Transactions—Consulting Arrangements”, and (2) Mr. Talwar was granted (a) 20,191 RSUs under the Chairman Agreement that vest on the business day immediately preceding the 2026 Annual Meeting, and (b) 25,698 RSUs that vested immediately. |
2025 Director Compensation Table
| (3) Mr. Sarracino resigned from the Board effective August 14, 2025. |
2025 Director Compensation Table
| (4) Mr. Valani resigned from the Board effective March 11, 2025. |
2025 Director Compensation Table
| 14 | Better Home & Finance Holding Company 2026 Proxy Statement |
Summary Compensation Table
Summary Compensation Table The following table (the "Summary Compensation Table") sets forth summary information concerning the compensation of our NEOs for each of the Company's last two completed fiscal years.
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards ($) | All Other Compensation ($)(4) | Total ($) | | Vishal Garg Chief Executive Officer | 2025 | 450,000 | 5,600,000 | 20,638,706 | — | 570 | 26,689,276 | | | 2024 | 750,000 | — | — | — | 810 | 750,810 | | Chad Smith(5) President and Chief Operating Officer of BMC | 2025 | 533,333 | 1,694,500 | 2,783,917 | — | 874 | 5,012,624 | | Paula Tuffin General Counsel, Chief Compliance Officer and Secretary | 2025 | 450,000 | 850,000 | 3,955,518 | — | 2,508 | 5,258,026 | | | 2024 | 750,000 | 375,000 | — | — | 810 | 1,125,810 |
Summary Compensation Table
| (1) The amounts reported in this column for 2025 reflect the portion of salary paid in cash. The remaining portion of each individual’s salary was paid in the form of RSUs, as discussed below under the heading “Base Salary” and is reported in the “Stock Awards” column. |
Summary Compensation Table
| (2) The amounts reported in this column include annual discretionary bonuses earned in 2025 by each of our Named Executive Officers paid in the form of RSUs in 2026. Mr. Garg and Ms. Tuffin were each paid $750,000 in annual discretionary bonus, 100% of such bonuses were paid in the form of RSUs. Mr. Smith was paid a $1,000,000 annual discretionary bonus, 50% of which was paid in the form of RSUs and 50% of which was paid in cash. The amounts reported in this column for 2025 also include Transaction Bonuses (as defined below) paid in the following amounts in 2025: (a) to Mr. Garg, $4,850,000 and (b) to Ms. Tuffin, $100,000. For Mr. Smith, the amounts reported in this also include a bonus of $694,500 made pursuant to the Smith Offer Letter (as defined below), as discussed below. |
Summary Compensation Table
| (3) The amounts reported in this column represent the aggregate grant date fair value of awards computed in accordance with FASB Accounting Standards Codification Topic 718. Assumptions used in the calculation of these amounts are described in “Better Home & Finance Holding Company and Subsidiaries Consolidated Financial Statements—Notes to Consolidated Financial Statements—Note 22. Stock-Based Compensation” in our Annual Report on Form 10-K for the year ended December 31, 2025. With respect to the awards relating to performance-based conditions, assuming the highest level of performance, the grant date fair values would be: $20,195,438 for Mr. Garg; $2,107,540 for Mr. Smith; and $3,512,250 for Ms. Tuffin. For the RSUs granted in lieu of portion of the cash component to reduce salaries to $300,000 on an annualized basis for the period of May 2025 through April 2026, the grant date fair values for such awards are: $443,268 for Mr. Garg; $676,567 for Mr. Smith; and $443,268 for Ms. Tuffin. |
Summary Compensation Table
| (4) The amounts reported in this column for 2025 include life insurance premiums. |
Summary Compensation Table
| (5) Mr. Smith’s compensation information is not included for fiscal 2024 because he was not a Named Executive Officer. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table shows outstanding equity awards held by our NEOs as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised Options— exercisable (#) | Number of securities underlying unexercised Options— unexercisable (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (1) | | Vishal Garg | 366,788(2) | — | 55.9300 | 8/21/2029 | — | — | — | — | | | 19,348(2) | — | 447.4550 | 8/21/2029 | — | — | — | — | | | — | — | — | — | — | — | 575,000(5) | 18,733,500 | | | | | | | 12,667(3) | 412,691 | | | | Chad Smith | — | — | — | — | — | — | 60,000(5) | 1,954,800 | | | — | — | — | — | — | — | 80,000(6) | 2,606,400 | | | — | — | — | — | 19,333(3) | 629,869 | — | — | | | — | — | — | — | 50,000(4) | 1,629,000 | — | — | | Paula Tuffin | — | — | — | — | — | — | 100,000(5) | 3,258,000 | | | — | — | — | — | 12,667(3) | 412,691 | — | — |
Outstanding Equity Awards at Fiscal Year-End
| (1) Amounts reported in this column were calculated by multiplying the number of shares underlying RSUs by $32.58 per share, which was the closing market price of Class A Common Stock on December 31, 2025, the last trading day of the year. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Reflects awards of stock options, which were granted by Pre-Business Combination Better on August 21, 2019 and are fully vested and exercisable. |
Outstanding Equity Awards at Fiscal Year-End
| (3) The RSUs were granted in lieu of a portion of cash compensation to reduce the cash component of each Named Executive Officer’s salary to $300,000 on an annualized basis for the period April 2025 through March 2026. The RSUs vested as described in footnote 2 to the table above under “Equity Compensation.” |
Outstanding Equity Awards at Fiscal Year-End
| (4) The RSUs were granted on May 8, 2024 and vest in equal quarterly installments. |
Outstanding Equity Awards at Fiscal Year-End
| (5) As discussed above, the RSUs were granted on November 3, 2025 and are subject to both time- and performance-based vesting criteria. The RSUs vest as described in the footnote 1 to the table above under “Equity Compensation.” |
Outstanding Equity Awards at Fiscal Year-End
| (6) The PSUs that were granted on May 8, 2024 and vest subject to both time- and performance-based criteria. 25% of the RSUs time-vest, subject the achievement of certain market-based performance conditions, on the 12-month anniversary of the grant date, and the remaining balance of the RSUs time-vest in equal quarterly installments over the following 36 months, each such scheduled vesting date and the achievement of certain market-based performance conditions. |
Executive Change in Control Severance Plan
| • | full accelerated vesting of all outstanding equity awards held by the Participant on the termination date, with any awards subject to performance-based vesting deemed achieved at 100% of target performance, as applicable. |