DEF 14A of Better Home & Finance Holding Co
Filed Apr 30, 2025 · FY20240001628280-25-021122
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 2025 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 | 64 | | Vishal Garg | Chief Executive Officer, Better Home & Finance | 47 | | Michael Farello | Managing Partner, L Catterton | 60 | | Arnaud Massenet | Managing Partner, NaMa Capital Advisors LLP | 59 | | Prabhu Narasimhan | Managing Partner, NaMa Capital Advisors LLP | 45 | | Steven Sarracino | Founder and Chief Executive Officer, Activant Capital Group, LLC | 48 |
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.
Michael Farello
Michael Farello Mr. Farello has served as a member of our Board since the Closing. Mr. Farello served as a member of the Pre-Business Combination Better Board from February 2020 until the Closing. He is also a Managing Partner of L Catterton, a private equity firm, focused on its Growth fund, a position he has held since January 2006. Mr. Farello serves as a member of the board of several private companies, and on several of their audit committees and compensation committees. In addition, since July 2015, Mr. Farello has served on the board of directors of Vroom, an e-commerce used vehicle sales platform, including as chair of the compensation committee since July 2015. In June 2017, Mr. Farello joined the board of directors of ODDITY, a consumer-tech company which builds and scales digital-first brands to disrupt the offline-dominated beauty and wellness industries, and is chair of the compensation, and the nominating, governance and sustainability committees. 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.
Arnaud Massenet
Arnaud Massenet Mr. Massenet has served as a member of our Board since the Closing. 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 the Closing. Mr. Massenet is a managing partner of NaMa Capital Advisors LLP (previously Novator Capital). Mr. Massenet holds a Bachelor of Arts from the Lincoln International School of Business in Paris, France and a M.B.A. from the University of North Carolina. 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 (Capital Market) before exiting in 2007 to start South West Capital, a hedge fund focused on real asset investments. Mr. Massenet cofounded Net-a-Porter in 1999, which was sold in a 2-step sale in 2010 and 2015 to the Richemont Group. Mr. Massenet is currently a board member of Grip, a subsidiary of Intros.at Ltd., an artificial intelligence company specialized in organizing virtual conferences for corporate and virtual meetings. Mr. Massenet also backed many successful tech companies, including Deliveroo, Care Wish Ltd., Houzz Ltd., Urban Ltd., Highsnobiety Inc., Invincible Ltd., NGM Ltd. and Ozon Ltd., and serves on the board of directors of Design Milk Co., a large interior design platform listed on the Australian stock exchange. Mr. Massenet was selected to serve on our 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.
Prabhu Narasimhan
Prabhu Narasimhan Mr. Narasimhan has served as a member of our Board since the Closing. Mr. Narasimhan served as Aurora’s Chief Investment Officer and as an executive officer of the Sponsor, in each case from inception until the Closing. Mr. Narasimhan is a managing partner of NaMa Capital Advisors LLP (previously Novator Capital) that Mr. Narasimhan co-founded in 2020 together with Thor Björgólfsson and Chiehmi Chan. Mr. Narasimhan has over 15 years of experience as a lawyer at three leading international law firms, two as partner (Mayer Brown, White & Case and Baker & McKenzie). During his time at White & Case, Mr. Narasimhan held the position of partner and Global Head of Family Offices, advising high net worth family offices on all transactional aspects (mergers and acquisitions, bank finance, tax, structuring and execution) of their investments. Mr. Narasimhan then moved to Baker & McKenzie to found their London headquartered Alternative Capital practice, acting as a senior strategic advisor to multi-billion dollar family offices and private equity funds on multibillion dollar mergers and acquisitions and equity and debt capital markets transactions worldwide. His re-structuring of ATP Media Operations Ltd.’s, or ATP Media, tennis broadcasting rights and his crafting of fiscal stimulus laws in Europe have been widely recognized and commended, particularly by the FT Innovative Lawyers awards. Additionally, in 2020, Mr. Narasimhan was appointed to the board of directors of the media company, Prime Focus World, N.V. 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.
Steven Sarracino
Steven Sarracino Mr. Sarracino has served as a member of our Board since the Closing. Mr. Sarracino served as a member of the Pre-Business Combination Better Board from August 2019 until the Closing. He also serves as Founder and Chief Executive Officer of Activant Capital Group, LLC, a global investment firm, a position he has held since founding Activant in November 2012 and formally launching in January 2015. Mr. Sarracino has served on the board of over a dozen public and private companies including Upland Software, where he served on the audit committee of the board of directors from December 2013 to April 2016. Mr. Sarracino holds a B.B.A. in Finance from Southern Methodist University and an M.B.A. from the Wharton School at the University of Pennsylvania. Mr. Sarracino was selected to serve on the Board due to his strong background in high-growth company investment, knowledge of technology companies and extensive board experience.
Steven Sarracino
| The Board of Directors recommends that stockholders vote FOR the election of each of the director nominees. |
Steven Sarracino
| Better Home & Finance Holding Company 2025 Proxy Statement | 3 |
Steven Sarracino
Although our Board does not anticipate that any of the nominees will be unable to stand for election as a director at our 2025 Annual Meeting, if this occurs, proxies will be voted in favor of such other person or persons as may be designated by our Corporate Governance and Nominations Committee and our Board.
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 six nominees identified above under "Director Nominees" for election at our 2025 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 and were previously elected by our 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 Composition” 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 For 2024, we adopted a Non-Employee Director Compensation Policy (the “Director Compensation Policy”). Pursuant to the Director Compensation Policy, non-employee directors representing significant equity holdings, other than the Board Chairman who has a separate agreement with the Company described below, are entitled to an annual cash fee equal to $275,000, payable quarterly. Pursuant to the Director Compensation Policy, non-employee directors elected to the Board subsequently are entitled to an annual cash fee equal to $150,000 and an annual restricted stock unit award with a target grant date value equal to $150,000. Non-employee directors did not receive equity awards in 2024.
2024 Director Compensation Table
2024 Director Compensation Table The following table sets forth all of the compensation awarded to, earned by or paid to the Company’s non-employee directors during 2024. Non-employee directors did not receive equity awards in 2024.
2024 Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Harit Talwar | 525,000 | — | — | — | 525,000 | | Michael Farello | 275,000 | — | — | — | 275,000 | | Arnaud Massenet | 275,000 | — | — | — | 275,000 | | Prabhu Narasimhan | 275,000 | — | — | — | 275,000 | | Steven Sarracino | 275,000 | — | — | — | 275,000 | | Riaz Valani(3) | 275,000 | — | — | — | 275,000 |
2024 Director Compensation Table
(1)As of December 31, 2024, our non-employee directors held the following equity awards: Mr. Talwar: 68,085 RSUs, which amount has been adjusted to reflect the Reverse Stock Split. (2)Amounts earned under the Director Compensation Policy were to be paid following completion of initial program documentation. (3)Mr. Valani resigned from the Board on March 11, 2025.
2024 Director Compensation Table
| 12 | Better Home & Finance Holding Company 2025 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. Stock award figures and stock price figures shown in the Summary Compensation Table footnotes and accompanying narrative that follows below have been adjusted to reflect the Reverse Stock Split.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2)(3) ($) | Option Awards(2) ($) | All Other Compensation ($)(4) | Total ($) | | Vishal Garg Chief Executive Officer | 2024 | 750,000 | — | — | — | 810 | 750,810 | | | 2023 | 750,000 | 4,850,000 | — | — | 810 | 5,600,810 | | Kevin Ryan Chief Financial Officer | 2024 | 1,000,000 | 500,000 | — | — | 1,242 | 1,501,242 | | | 2023 | 1,000,000 | 8,475,000 | 109,942 | — | 4,321,721 | 13,906,663 | | Paula Tuffin Chief Compliance Officer & General Counsel | 2024 | 750,000 | 375,000 | — | — | 810 | 1,125,810 |
Summary Compensation Table
(1)The amounts in this column for 2024 include annual bonuses earned by each of our NEOs. The amounts in this column for 2023 include Transaction Bonuses (as defined below) paid in the following amounts in 2023: (a) to Mr. Garg, $4,850,000 and (b) to Mr. Ryan, $1,475,000. 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. The amount in this column for 2023 for Mr. Ryan has been revised to include the second installment of his 2023 annual bonus, which was earned based on 2023 performance and was paid in 2024, but was not included in prior disclosure. (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 24. Stock-Based Compensation” in our 2024 Annual Report. None of our NEOs received equity awards in 2024.
Summary Compensation Table
| 16 | Better Home & Finance Holding Company 2025 Proxy Statement |
Summary Compensation Table
(3)The amount disclosed in this column for 2023 is comprised of 1,971 RSUs granted to Mr. Ryan by Pre-Business Combination Better on March 11, 2023, 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 2024 include life insurance premiums. The amounts disclosed in this column for 2023 include (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 $1,242. For more information see “Narrative to Summary Compensation Table—Elements of Compensation—Pre-Business Combination Retention and Employee Loan Programs” below.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table shows outstanding equity awards held by the NEOs as of December 31, 2024. Equity award amounts shown in the table and footnotes below have been adjusted to reflect the Reverse Stock Split.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Option Awards | | | | Stock Awards | | | Name | Number of securities underlying unexercised Stock Options— exercisable (#) | Number of securities underlying unexercised Stock Options— unexercisable (#) | Stock Option exercise price ($) | 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 | 366,788(2) | — | 55.9300 | 8/21/2029 | — | — | | | 19,348(2) | — | 447.4550 | 8/21/2029 | — | — | | Kevin Ryan | 30,565(3) | 30,565(3) | 55.7800 | 12/12/2032 | 23,438 | 209,109 | | Paula Tuffin | — | — | — | — | 5,734(4) | 51,147 |
Outstanding Equity Awards at Fiscal Year-End
(1)Amounts in this column were calculated by multiplying the number of shares underlying RSUs by $8.92 per share, which was the closing market price of the Company's Class A Common Stock on December 31, 2024. (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 122,263 Stock Options by Pre-Business Combination Better (reflecting the conversion using the Exchange Ratio and reflecting the Reverse Stock Split). On April 24, 2023, Mr. Garg agreed to forfeit 102,915 of such Pre-Business Combination Better 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, 2024, 30,565 Stock Options have vested and the remaining 30,565 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 October 1, 2022 and vest in equal monthly installments over a period of four years, subject to Ms. Tuffin’s continued employment through each vesting date.