DEF 14A of Better Home & Finance Holding Co
Filed Apr 22, 2024 · FY20230001628280-24-017132
Proposal 1 - Election of Directors
Proposal 1 - Election of Directors
Director Nominees
Director Nominees Our Corporate Governance and Nominations Committee and our Board have determined that each of the nominees possesses the right skills, qualifications and experience to oversee our long-term business strategy. Biographical information about each nominee, as well as highlights of certain notable skills, qualifications and experience that contributed to the nominee’s selection as a member of our Board and nomination for re-election at our 2024 Annual Meeting, are set forth below.
Director Nominees
| Name | Principal Occupation | Age | | Harit Talwar | Former Partner, Goldman Sachs and Former President, U.S. Cards, Discover Financial Services | 63 | | Vishal Garg | Chief Executive Officer, Better Home & Finance | 46 | | Michael Farello | Managing Partner, L Catterton | 59 | | Arnaud Massenet | Managing Partner, NaMa Capital Advisors LLP | 58 | | Prabhu Narasimhan | Managing Partner, NaMa Capital Advisors LLP | 44 | | Steven Sarracino | Founder and Chief Executive Officer, Activant Capital Group, LLC | 47 | | Riaz Valani | General Partner and Founder, Global Asset Capital | 47 |
Harit Talwar, Chairman
Harit Talwar, Chairman Mr. Talwar has served as a member of our board of directors (the "Board") and our Chairman since the Closing. Mr. Talwar served as Chairman of the board of directors of Pre-Business Combination Better (the "Pre-Business Combination Better Board") from May 2022 until the Closing. He was most recently at Goldman Sachs, 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. He also worked at Citicorp/Citigroup for 15 years in various management roles. Mr. Talwar has served as a member of the board of directors of Mastercard Inc. since April 2022. In addition, Mr. Talwar has served as a member of the board of directors of KPMG U.S. since January 2024, a member of the board of directors of Apexon, a digital engineering services company, since 2022 and a member of the board of directors of 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 the Board and as Chairman of the Board due to his strong background in direct-to-consumer financial businesses and experience building public companies.
How We Evaluate Director Nominees
How We Evaluate Director Nominees Upon the recommendation of the Corporate Governance and Nominations Committee, our Board has nominated the seven nominees identified above under "Director Nominees" for election at our 2024 Annual Meeting. 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 death, resignation or removal. All of the nominees are currently directors of the Company. Each of the director nominees was elected during an extraordinary general meeting of stockholders of the Company held on August 11, 2023 (the “2023 Meeting”), in lieu of an annual meeting of stockholders. The Corporate Governance and Nominations Committee, when making recommendations to the Board regarding director nominations, assesses the overall performance of the Board and its committees, and when re-nominating incumbent Board members or nominating new Board members, evaluates the potential candidate’s ability to make a positive contribution to the Board’s overall function. The Corporate Governance and Nominations Committee considers the actual performance and independence of incumbent Board members over the previous year (or shorter period for directors not serving a full year), as well as whether members of the Board have appropriate experience, skills and other qualifications to support our role as a leading digital homeownership company. The particular experience, independence, qualifications, attributes and skills of the potential candidate are assessed by the Corporate Governance and Nominations Committee to determine whether the potential candidate possesses the professional and personal experiences and expertise necessary to enhance the Board’s mission. After conducting the foregoing analysis, the Corporate Governance and Nominations Committee makes recommendations to the Board regarding director nominees. In its annual assessment of director nominees, the Corporate Governance and Nominations Committee does not take a formulaic approach, but rather considers each prospective nominee’s diversity in viewpoints, personal and professional experiences and background and ability. In making director nominations, the Corporate Governance and Nominations Committee evaluates the Board considering, among other things, the attributes discussed in “Corporate Governance—Board Diversity” below. The Board also evaluates, from time to time, the size of the Board as well as the structure and membership of its committees. In determining the number of directors, committee membership and structure of the committees, the Board considers several factors, including the attributes and experience of the members of our Board, the oversight responsibilities required for a Company of our size and complexity and the Corporate Governance Requirements of the listing rules of Nasdaq (the "Nasdaq Corporate Governance Rules"). For additional information on the Board selection process see "Corporate Governance" below.
Director Compensation
Director Compensation The Company does not currently have a compensation program for its non-employee directors but has occasionally granted awards of restricted stock units ("RSUs") based on shares of Common Stock (as defined herein) and options to purchase shares of Common Stock ("Stock Options"), in each case, pursuant to the Better Holdco, Inc. 2016 Equity Incentive Plan (the "2016 Plan"), the Better Holdco, Inc. 2017 Equity Incentive Plan (the "2017 Plan") or the Better Home & Finance Holding Company 2023 Incentive Equity Plan (the "2023 Plan") to non-employee directors when deemed appropriate. In 2023, Mr. Talwar was compensated pursuant to an agreement with Pre-Business Combination Better, which was assumed by the Company on the Closing of the Business Combination and is described below. None of the other non-employee directors received compensation from the Company in 2023 for serving as a member of our Board.
2023 Director Compensation Table
2023 Director Compensation Table The following table sets forth all of the compensation awarded to, earned by or paid to the Company’s non-employee directors during 2023, including before the Closing of the Business Combination. Other than the awards set forth in the following table, the non-employee directors did not receive cash compensation or equity awards during 2023, and there was no director compensation policy adopted by the Company. The Board may in the future approve and implement a compensation program for the non-employee directors.
2023 Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation(2) ($) | Total ($) | | Harit Talwar | 525,000 | — | — | 50,853 | 575,853 |
2023 Director Compensation Table
(1)All other non-employee directors during 2023 include Michael Farello, Arnaud Massenet, Prabhu Narasimhan, Steven Sarracino and Riaz Valani. Our non-employee directors, other than Mr. Talwar, did not receive any compensation in 2023 and as of December 31, 2023, our non-employee directors held the following equity awards: Mr. Talwar: 4,023,211 RSUs. (2) Consists of payments and reimbursements for out-of-pocket clerical and other administrative support.
2023 Director Compensation Table
| Better Home & Finance Holding Company 2024 Proxy Statement | 11 |
Summary Compensation Table
Summary Compensation Table The following table (the "Summary Compensation Table") sets forth summary information concerning the compensation of our NEOs for each of the Company's last two completed fiscal years.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2)(3) ($) | Option Awards(2)(4) ($) | All Other Compensation ($) | Total ($) | | Vishal Garg Chief Executive Officer | 2023 | 750,000 | 4,850,000 | — | — | 810 | 5,600,810 | | | 2022 | 750,000 | — | — | — | 276 | 750,276 | | Kevin Ryan President & Chief Financial Officer | 2023 | 1,000,000 | 7,975,000 | 109,942 | | 4,321,721(5) | 13,406,663 | | | 2022 | 1,000,000 | 1,000,000 | 939,000 | 3,410,000 | 274 | 6,349,274 | | Nicholas Calamari Chief Administrative Officer & Senior Counsel | 2023 | 750,000 | 435,000 | 450,942 | — | 810 | 1,636,752 | | | 2022 | 653,788 | 300,000 | 2,970,000 | — | 282 | 3,924,070 |
Summary Compensation Table
(1)The amounts in this column include Transaction Bonuses (as defined below) paid in the following amounts in 2023: (a) to Mr. Garg, $4,850,000; (b) to Mr. Ryan, $1,475,000; and (c) to Mr. Calamari, $60,000. For more information see "Narrative to Summary Compensation Table—Elements of Compensation—Transaction Bonuses" below. In the case of Mr. Ryan, the amount reported in this column for 2023 also is comprised of the $6,000,000 retention award granted to Mr. Ryan on August 18, 2022, in recognition of his continued service to Pre-Business Combination Better, which was forgiven upon the Closing of the Business Combination in 2023, pursuant to the terms of the retention agreement. For more information see "Narrative to Summary Compensation Table—Elements of Compensation—Pre-Business Combination Retention and Employee Loan Programs" below. (2)The amounts 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 2023 Annual Report. (3)The amounts disclosed in this column for 2023 are comprised of (a) 98,547 RSUs granted to Mr. Ryan by Pre-Business Combination Better on March 11, 2023; and (b) 404,204 RSUs granted to Mr. Calamari by Pre-Business Combination Better on March 11, 2023, each of which reflects the amount of RSUs granted as adjusted by the Exchange Ratio in connection with the Business Combination, as described below under the heading “Narrative to Summary Compensation Table—Elements of Compensation—Equity Compensation.” The amounts disclosed in this column for 2022 are comprised of (a) 229,243 RSUs granted to Mr. Ryan by Pre-Business Combination Better on March 1, 2022; and (b) 1,528,285 RSUs granted to Mr. Calamari by Pre-Business Combination Better on October 1, 2022, each of which reflects the amount of RSUs granted as adjusted by the Exchange Ratio in connection with the Business Combination, as described below under the heading “Narrative to Summary Compensation Table—Elements of Compensation—Equity Compensation." (4)The amounts disclosed in this column for 2022 are comprised of 3,056,571 Stock Options to purchase shares of common stock granted to Mr. Ryan by Pre-Business Combination Better on December 12, 2022, which reflects the amount of Stock Options granted as adjusted by the Exchange Ratio in connection with the Business Combination, as described below under the heading “Narrative to Summary Compensation Table—Elements of Compensation—Equity Compensation.” (5)Includes (a) tax reimbursement in the aggregate amount of $3,894,009 in respect of the forgiveness of the retention award and $393,032 in respect of Mr. Ryan’s transfer of the pledged shares to Pre-Business Combination Better in exchange for termination of his loan under Pre-Business Combination Better’s Employee Loan Program, (b) perquisites and other personal benefits and property in the aggregate amount of $33,438 and (c) payment of life insurance premiums in the amount of $1,242. For more information see “Narrative to Summary Compensation Table—Elements of Compensation—Pre-Business Combination Retention and Employee Loan Programs” below.
Summary Compensation Table
| Better Home & Finance Holding Company 2024 Proxy Statement | 25 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table shows outstanding equity awards held by the NEOs as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Option Awards | | | | Stock Awards | | | Name | Number of securities underlying unexercised Stock Options—exercisable (#) | Number of securities underlying unexercised Stock Options—unexercisable (#) | Stock Option exercise price ($) | Stock 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) ($) | | Vishal Garg | 18,339,423(2) | — | 1.1186 | 8/21/2029 | — | — | | | 967,401(2) | | 8.9489 | 8/21/2029 | | | | Kevin Ryan | 764,136(3) | 2,292,408(3) | 1.1156 | 12/12/2032 | — | — | | | — | — | — | — | 128,949(4) | 105,351 | | Nicholas Calamari | — | — | — | — | 636,834(5) | 520,293 |
Outstanding Equity Awards at Fiscal Year-End
(1)Amounts in this column were calculated by multiplying the number of shares underlying RSUs by $0.8170 per share, which was the closing market price of the Company's Class A Common Stock on December 31, 2023. (2)Reflects awards of Stock Options, which were granted by Pre-Business Combination Better on August 21, 2019 and are fully vested and exercisable. Mr. Garg was granted a total of 2,000,000 Stock Options by Pre-Business Combination Better (as converted using the Exchange Ratio, 6,113,141 Stock Options). On April 24, 2023, Mr. Garg agreed to forfeit 1,683,501 Pre-Business Combination Better Stock Options (as converted using the Exchange Ratio, 5,145,739 Stock Options), which were used by Pre-Business Combination Better to implement an employee retention program prior to the Closing. (3)Reflects awards of Stock Options, which were granted by Pre-Business Combination Better on December 12, 2022. As of December 31, 2023, 764,136 Stock Options have vested and the remaining 2,292,408 Stock Options will vest in equal monthly installments over a period of four years following the date of grant, subject to Mr. Ryan’s continued employment through each vesting date. (4)Reflects RSUs, which were granted by Pre-Business Combination Better on March 1, 2022 and vest in equal quarterly installments over a period of two years, subject to Mr. Ryan’s continued employment through each vesting date. (5)Reflects RSUs, which were granted by Pre-Business Combination Better on October 1, 2022 and vest in equal monthly installments over a period of four years, subject to Mr. Calamari’s continued employment through each vesting date.