Better Home & Finance (NASDAQ: BETR) details 2026 meeting, auditor switch
Better Home & Finance Holding Company has called a virtual 2026 annual meeting for June 10, 2026, asking stockholders to elect eight directors and ratify the appointment of BDO USA, P.C. as independent auditor for 2026.
Holders of 13,083,708 shares of Class A common stock get one vote per share, and holders of 4,347,549 shares of Class B common stock get three votes per share as of the April 15, 2026 record date; 1,437,545 non‑voting Class C shares are also outstanding. The board reports that previously disclosed material weaknesses in internal control over financial reporting were remediated by December 31, 2025 and has replaced Deloitte, auditor since 2020, with BDO.
The proxy details extensive governance practices, including a majority‑independent board, a lead independent director, and combined compensation, governance and nominations oversight. It also outlines executive pay, with 2025 total compensation of $26.7 million for CEO Vishal Garg, $5.0 million for President/COO Chad Smith and $5.3 million for General Counsel Paula Tuffin, heavily weighted to equity awards and performance‑based PSUs. Director compensation includes cash and equity retainers, with Chairman Harit Talwar receiving $4.6 million in 2025, including consulting‑related PSUs tied to stock price and revenue goals.
Positive
- None.
Negative
- None.
Insights
Proxy centers on director elections, auditor change, and equity-heavy executive pay.
Better Home & Finance is asking investors to re-elect eight directors and ratify BDO as its new auditor after long‑time auditor Deloitte completed the 2025 audit. The filing notes prior internal control material weaknesses identified in 2024 were considered remediated by December 31, 2025, which is important for financial reporting reliability.
Compensation is highly equity-based. In 2025, CEO Vishal Garg received total pay of $26.7 million, largely from $20.6 million in stock awards and a $5.6 million bonus. President/COO Chad Smith and General Counsel Paula Tuffin received $5.0 million and $5.3 million, respectively. Large PSU grants to executives and directors vest only if stock price and revenue goals are met between October 1, 2025 and December 31, 2030, aligning upside with long-term performance.
The proxy also discloses a $533.9 million exchange of convertible notes held by an affiliate of SoftBank into $155 million of 6.00% senior secured notes due 2028 plus $110 million cash, as well as ongoing related‑party service agreements tied to the CEO. These items highlight balance‑sheet restructuring and potential conflicts that rely on board oversight through its audit and governance structures.
Key Figures
Key Terms
performance-based RSUs (PSUs) financial
material weaknesses in internal control over financial reporting regulatory
Executive Change in Control Severance Plan financial
clawback policy regulatory
Registration Rights Agreement financial
Board Observer Agreement regulatory
Compensation Summary
| Name | Title | Total Compensation |
|---|---|---|
| Vishal Garg | ||
| Chad Smith | ||
| Paula Tuffin |
- Election of eight directors until the next annual meeting
- Ratification of BDO USA, P.C. as independent registered public accounting firm for 2026
|
Filed by the Registrant
|
☒ |
Filed by a party other than the Registrant
|
☐ |
| ☐ |
Preliminary Proxy Statement
|
| ☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
| ☒ |
Definitive Proxy Statement
|
| ☐ |
Definitive Additional Materials
|
| ☐ |
Soliciting Material under § 240.14a-12
|
| ☒ |
No fee required.
|
| ☐ |
Fee paid previously with preliminary material.
|
| ☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
|


|
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting to be held
June 10, 2026
|
| Time and Date: | Wednesday, June 10, 2026, at 12:00 p.m. Eastern time |
| Internet Link: | www.virtualshareholdermeeting.com/BETR2026 |
| Record Date: | April 15, 2026 |
|
Proposals
|
|
|
1
|
Election of the eight nominees identified in the accompanying Proxy Statement to serve as directors until the next annual meeting of stockholders
|
|
2
|
Ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026
|
|
3
|
Transaction of any other business that may properly be brought before the 2026 Annual Meeting
|
|
The Board of Directors recommends that stockholders vote FOR the election of each of the director nominees and FOR Proposal 2
|
|
Our Company
|
2
|
Summary Compensation Table
|
19
|
|
|
About Better Home & Finance
|
2
|
Narrative to Summary Compensation Table
|
19
|
|
|
Background
|
2
|
Compensation Philosophy
|
19
|
|
|
Proposal 1 - Election of Directors
|
3
|
Outstanding Equity Awards at Fiscal Year-End
|
22
|
|
|
Director Nominees
|
3
|
Executive Compensation Arrangements
|
23
|
|
|
Vote Required
|
4
|
Ownership of Our Common Stock
|
26
|
|
|
Corporate Governance
|
5
|
Delinquent Section 16(a) Reports
|
29
|
|
|
Board Composition
|
5
|
Certain Relationships and Related Party Transactions
|
30
|
|
|
Director Independence
|
5
|
Stockholders Agreements of Better Related to the Business Combination
|
30
|
|
|
Director Candidates
|
5
|
Loan Termination Agreement
|
31
|
|
|
Board Evaluation Process
|
6
|
Consulting Arrangements
|
31
|
|
|
Attendance by Members of the Board of Directors at Meetings
|
6
|
Director and Officer Indemnification
|
31
|
|
|
Roles and Responsibilities of the Board and Committees
|
7
|
Other Related Party Transactions
|
32
|
|
|
Risk Oversight
|
9
|
Statement of Policy Regarding Transactions with Related Parties
|
32
|
|
|
Corporate Governance Guidelines
|
10
|
Proxy Procedures and Information About the Annual Meeting
|
34
|
|
|
Our Board Leadership
|
10
|
Stockholders Entitled to Vote at the Annual Meeting
|
34
|
|
|
Limitations on Liability and Indemnification
|
11
|
Voting Procedures
|
34
|
|
|
Compensation Committee Interlocks and Insider Participation
|
11
|
Votes Required to Approve Each Proposal
|
35
|
|
|
Insider Trading Policy and Policy on Hedging of Company Stock
|
11
|
Quorum
|
35
|
|
|
Code of Business Conduct and Ethics
|
11
|
Revocation of Proxies
|
35
|
|
|
Director Compensation
|
12
|
Availability of Annual Report on Form 10-K
|
36
|
|
|
Chairman Agreement with Harit Talwar
|
13
|
Solicitation of Proxies
|
36
|
|
|
Equity Compensation
|
13
|
Other Business
|
36
|
|
|
2025 Director Compensation Table
|
14
|
Stockholder Communications with the Board
|
36
|
|
|
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
|
15
|
Director Nominations
|
36
|
|
|
Independent Registered Public Accounting Firm Fees and Other Matters
|
17
|
Proposals for 2027 Annual Meeting of Stockholders
|
37
|
|
|
Audit Committee Report
|
18
|
Multiple Stockholders Sharing the Same Address
|
38
|
|
|
Executive Compensation
|
19
|
|||
|
Named Executive Officers
|
19
|
| 2 |
Better Home & Finance Holding Company 2026 Proxy Statement
|
|
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
|
|
Better Home & Finance Holding Company 2026 Proxy Statement
|
3 |
|
The Board of Directors Recommends that Stockholders Vote FOR the Election of Each of the Director Nominees.
|
| 4 |
Better Home & Finance Holding Company 2026 Proxy Statement
|
|
Step 1
Board and Committee
Evaluations
|
The Board directed the General Counsel to coordinate the Board’s self-assessment by its members. The General Counsel will prepare a detailed questionnaire designed to obtain feedback on a
range of topics. She will then scheduled 1:1 confidential interviews with each director to review the questionnaire in interviews with each of the directors.
|
|
Step 2
Initial Report
|
The General Counsel will prepare and present a report to Mr. Massenet, who serves as Chair of the Compensation, Corporate Governance and Nominations Committee, that will aggregate and summarize the director
responses, on an anonymous basis.
|
|
Step 3
Board and Committee
Review
|
The aggregated results will be presented to the Compensation, Corporate Governance and Nominations Committee for its review and discussion, at which time the committee will consider what, if any, actions
might be implemented to enhance future performance of the Board as it evaluates the size, structure and composition of the Board, as well as the role, composition and allocation of responsibilities among Board committees.
|
| 6 |
Better Home & Finance Holding Company 2026 Proxy Statement
|
|
Name
|
Audit
|
Compensation,
Corporate
Governance and
Nominations
Committee
|
|
David Barse
|
M
|
|
|
Michael Farello
|
M
|
M
|
|
Hugh R. Frater
|
M
|
|
|
Arnaud Massenet
|
M
|
C
|
|
Bhaskar Menon
|
C
|
M
|
|
C - Chair
|
M - Member
|
| • |
appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm;
|
| • |
discussing with our independent registered public accounting firm their independence from management;
|
| • |
reviewing, with our independent registered public accounting firm, the scope and results of their audit;
|
| • |
approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;
|
| • |
overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the quarterly and annual financial statements that we file with the SEC as well
as certifications required under Section 302 of the Sarbanes-Oxley Act of 2022 (the "Sarbanes-Oxley Act");
|
| • |
overseeing our internal audit function, financial and accounting controls and compliance with legal and regulatory requirements;
|
| • |
reviewing our policies on risk assessment and risk management;
|
|
Better Home & Finance Holding Company 2026 Proxy Statement
|
7 |
| • |
reviewing, in consultation with the Company's management, independent auditor and internal audit function, the adequacy of the Company's internal control over financial reporting and disclosure processes;
|
| • |
reviewing related person transactions;
|
| • |
reviewing and assessing the Company's system to monitor compliance with and enforcement of the Code of Conduct and overseeing the MECC (as defined below); and
|
| • |
establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.
|
| • |
reviewing, and recommending for approval by our Board, the compensation of our Chief Executive Officer and other executive officers;
|
| • |
reviewing and approving or making recommendations to our Board regarding our incentive compensation and equity-based plans, policies and programs and administering equity-based plans;
|
| • |
reviewing and making recommendations to our Board relating to management succession planning, including for our Chief Executive Officer;
|
| • |
making recommendations to our Board regarding the compensation of our directors;
|
| • |
retaining and overseeing any compensation consultants;
|
| • |
reviewing our strategies related to human capital management and reviewing and discussing with management our strategies in support of an inclusive and diverse company culture;
|
| • |
identifying individuals qualified to become members of our Board, consistent with criteria approved by our Board;
|
| • |
recommending to our Board the directors to be appointed to each committee of our Board and periodically reviewing and making recommendations to our Board for changes or rotations of committee members, the
creation of additional committees, changes in committee charters or the dissolution of committees;
|
| • |
periodically reviewing our Board’s leadership structure and recommending any proposed changes to our Board;
|
| • |
overseeing an annual evaluation of the effectiveness of our Board and its committees; and
|
| 8 |
Better Home & Finance Holding Company 2026 Proxy Statement
|
| • |
reviewing and making recommendations to our Board relating to management succession planning, including for our Chief Executive Officer.
|
|
Better Home & Finance Holding Company 2026 Proxy Statement
|
9 |
| • |
current knowledge, competency, or subject matter expertise in the Company’s lines of business, industry or other industries relevant to the Company’s business;
|
| • |
personal qualities and characteristics, accomplishments and reputation in the business community;
|
| • |
ability and willingness to commit adequate time to Board and committee matters;
|
| • |
the fit of the individual’s skills and experience with those of other directors and potential directors in building a board that is effective, collegial and responsive to the needs of the Company;
|
| • |
diversity of viewpoints, background, experience and other demographics (including racial and gender diversity); and
|
| • |
tenure of existing directors and potential need to refresh the Board.
|
| 10 |
Better Home & Finance Holding Company 2026 Proxy Statement
|
|
Better Home & Finance Holding Company 2026 Proxy Statement
|
11 |
|
Director
|
Grant Date
|
Number of RSUs Granted
|
Number of PSUs Granted
|
|
Harit Talwar
|
November 3, 2025
|
100,000(1)
|
|
|
August 7, 2025
|
25,698
|
||
|
August 7, 2025
|
20,191
|
||
|
David Barse
|
August 29, 2025
|
10,117
|
|
|
October 27, 2025
|
272
|
||
|
Michael Farello
|
August 29, 2025
|
11,327
|
|
|
Arnaud Massenet
|
August 29, 2025
|
11,327
|
|
|
Bhaskar Menon
|
August 29, 2025
|
11,722
|
|
|
October 27, 2025
|
666
|
||
|
Prabhu Narasimhan
|
August 29, 2025
|
100,000(1)
|
|
|
November 3, 2025
|
11,327
|
|
Better Home & Finance Holding Company 2026 Proxy Statement
|
13 |
|
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)
|
—
|
—
|
—
|
—
|
—
|
| (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.
|
| (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.
|
| (3) |
Mr. Sarracino resigned from the Board effective August 14, 2025.
|
| (4) |
Mr. Valani resigned from the Board effective March 11, 2025.
|
| 14 |
Better Home & Finance Holding Company 2026 Proxy Statement
|
| • |
the firm's performance in preparing or issuing an audit report or performing other audit, review or attest services for the Company;
|
| • |
the firm's independence and objectivity;
|
| • |
the firm's proposed audit scope for adequacy of coverage; and
|
| • |
the firm's internal quality-control procedures and other data on audit quality and performance.
|
|
Better Home & Finance Holding Company 2026 Proxy Statement
|
15 |
|
The Board recommends that stockholders vote FOR the ratification of the appointment of BDO USA, P.C. as our independent registered public
accounting firm for the year ending December 31, 2026.
|
| 16 |
Better Home & Finance Holding Company 2026 Proxy Statement
|
|
Audit and Other Fees (in thousands)
|
2025
|
2024
|
||||||
|
Audit fees
|
$
|
3,100
|
$
|
3,220
|
||||
|
Audit-related fees
|
$
|
—
|
$
|
—
|
||||
|
Tax fees
|
$
|
67
|
$
|
197
|
||||
|
All other fees
|
$
|
181
|
$
|
4
|
||||
|
Total
|
$
|
3,348
|
$
|
3,421
|
||||
|
Better Home & Finance Holding Company 2026 Proxy Statement
|
17 |
|
Bhaskar Menon, Chair
|
|
|
Michael Farello
|
|
|
Arnaud Massenet
|
| 18 |
Better Home & Finance Holding Company 2026 Proxy Statement
|
|
Name
|
Title
|
|
Vishal Garg
|
Chief Executive Officer
|
|
Chad Smith
|
President and Chief Operating Officer of Better Mortgage Corporation
|
|
Paula Tuffin
|
General Counsel, Chief Compliance Officer and Secretary
|
|
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
|
| (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.
|
| (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.
|
| (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 $443,268 for Ms. Tuffin.
|
| (4) |
The amounts reported in this column for 2025 include life insurance premiums.
|
| (5) |
Mr. Smith’s compensation information is not included for fiscal 2024 because he was not a Named Executive Officer.
|
| • |
align the interests of our executives and our stockholders;
|
| • |
attract, retain and motivate key executives critical to achieving our vision and strategy;
|
|
Better Home & Finance Holding Company 2026 Proxy Statement
|
19 |
| • |
provide competitive total compensation opportunities;
|
| • |
recognize and reward outstanding company and individual performance; and
|
| • |
avoid compensation structures and incentives that encourage excessive risk-taking.
|
| 20 |
Better Home & Finance Holding Company 2026 Proxy Statement
|
|
Name
|
2025 Target Annual Bonus ($)
|
2025 Annual Bonus Payment
($)(1)
|
|
Vishal Garg
|
750,000
|
750,000
|
|
Chad Smith
|
1,000,000
|
1,000,000
|
|
Paula Tuffin
|
750,000
|
750,000
|
|
Better Home & Finance Holding Company 2026 Proxy Statement
|
21 |
|
Name Executive Officer
|
Grant Date
|
Number of RSUs Granted
|
Number of PSUs Granted
|
|
Vishal Garg
|
November 3, 2025
|
575,000(1)
|
|
|
March 28, 2025
|
38,000(2)
|
||
|
Chad Smith
|
November 3, 2025
|
60,000(1)
|
|
|
March 28, 2025
|
57,000(2)
|
||
|
Paula Tuffin
|
November 3, 2025
|
100,000(1)
|
|
|
March 28, 2025
|
38,000(2)
|
|
Stock Option Awards
|
Stock Awards
|
|||||||||||||||
|
Name
|
Number of
securities
underlying
unexercised
Options—
exercisable
(#)
|
Number of
securities
underlying
unexercised
Options—
unexercisable
(#)
|
Option exercise
price
($)
|
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
|
—
|
—
|
|||||||||
| (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.
|
| (2) |
Reflects awards of stock options, which were granted by Pre-Business Combination Better on August 21, 2019 and are fully vested and exercisable.
|
| (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.”
|
| (4) |
The RSUs were granted on May 8, 2024 and vest in equal quarterly installments.
|
| (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.”
|
| (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.
|
| 22 |
Better Home & Finance Holding Company 2026 Proxy Statement
|
|
Better Home & Finance Holding Company 2026 Proxy Statement
|
23 |
| • |
a lump sum cash payment equal to one times (1x) Ms. Tuffin's then-current base salary;
|
| • |
cash bonus for the year of termination, based on target performance and pro-rated based on the number of days of actual employment during the applicable performance period, plus any unpaid annual bonus
for the year preceding the year of termination if the relevant measurement period for such bonus concluded prior to the date of termination (the “Tuffin Pro-Rata Bonus”);
|
| • |
payment of or reimbursement for continued medical benefits for a period of up to 12 months; and
|
| • |
unvested equity awards subject to time-based vesting and scheduled to vest within 12 months of the date of termination will continue to vest, and any unvested stock options and stock appreciation rights
will become exercisable;
|
| • |
a lump sum cash payment equal to the product of his or her then-current base salary times his or her respective severance multiple, which is two times (2x) for Mr. Garg and one and
one-half times (1.5x) for Mr. Smith and Ms. Tuffin;
|
| 24 |
Better Home & Finance Holding Company 2026 Proxy Statement
|
| • |
a lump sum cash payment equal to the Participant’s annual target bonus, pro-rated based on the number of days of employment during the applicable performance period;
|
| • |
payment of or reimbursement for continued medical benefits for a period of up to (a) 18 months for Mr. Garg and (b) 12 months for Mr. Smith and Ms. Tuffin; and
|
| • |
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.
|
|
Better Home & Finance Holding Company 2026 Proxy Statement
|
25 |
| • |
each person known to the Company to be the beneficial owner of more than 5% of any class of our Common Stock;
|
| • |
each of the Company’s Named Executive Officers and directors; and
|
| • |
all executive officers and directors of the Company as a group.
|
| 26 |
Better Home & Finance Holding Company 2026 Proxy Statement
|
|
Name and Address of Beneficial Owner(1)
|
Number of
Shares of
Class A
Common Stock
|
% of
Class A
Common
Stock
|
Number of
Shares of
Class B
Common Stock
|
% of
Shares
of Class B
Common
Stock
|
Number of
Shares of
Class C
Common
Stock
|
% of
Shares of
Class C
Common
Stock
|
|||||||
|
5% Holders
|
|||||||||||||
|
Vishal Garg(2)
|
1,975,843
|
13.2%
|
1,910,966
|
40.4%
|
—
|
—
|
|||||||
|
BHFHC Distribution Trust(3)
|
1,300,000
|
9%
|
—
|
—
|
1,300,000
|
90.4%
|
|||||||
|
Entities and Persons Affiliated with Vance Spencer(4)
|
1,199,762
|
9.2%
|
—
|
—
|
—
|
—
|
|||||||
|
Entities Affiliated with Steven Sarracino(5)
|
1,298,331
|
9%
|
1,298,331
|
—
|
—
|
—
|
|||||||
|
Entities Affiliated with SoftBank Group Corp.(6)
|
1,254,813
|
9.2%
|
137,545
|
—
|
475,215
|
33.1%
|
|||||||
|
Frontier Capital Management Co., LLC(7)
|
877,822
|
6.7%
|
—
|
—
|
—
|
—
|
|||||||
|
Novator Capital Sponsor Ltd. and Thor Björgólfsson(8)
|
659,446
|
5%
|
—
|
—
|
—
|
—
|
|||||||
|
Directors and Named Executive Officers
|
|||||||||||||
|
Vishal Garg(1)
|
1,975,843
|
13.2%
|
1,910,966
|
40.4%
|
—
|
—
|
|||||||
|
Chad Smith(9)
|
28,516
|
*
|
—
|
—
|
—
|
—
|
|||||||
|
Paula Tuffin
|
37,907
|
*
|
—
|
—
|
—
|
—
|
|||||||
|
David Barse(10)
|
10,389
|
*
|
—
|
—
|
—
|
—
|
|||||||
|
Michael Farello(11)
|
11,327
|
*
|
—
|
—
|
—
|
—
|
|||||||
|
Hugh R. Frater(12)
|
1,176
|
*
|
—
|
—
|
—
|
—
|
|||||||
|
Bhaskar Menon(13)
|
14,478
|
*
|
—
|
—
|
—
|
—
|
|||||||
|
Arnaud Massenet(14)
|
76,670
|
*
|
—
|
—
|
—
|
—
|
|||||||
|
Prabhu Narasimhan(15)
|
71,242
|
*
|
—
|
—
|
—
|
—
|
|||||||
|
Harit Talwar(16)
|
89,593
|
*
|
46,760
|
1.1%
|
—
|
—
|
|||||||
|
All Better directors and executive officers as a group (13 individuals)(17)
|
2,597,454
|
16.9%
|
2,234,123
|
43.1%
|
—
|
—
|
| * |
Less than one percent
|
| (1) |
Unless otherwise noted, the business address of each of those listed in the table above is 1 World Trade Center, 285 Fulton Street, 80th Floor Suite A, New York, New York 10007.
|
| (2) |
Based on the Schedule 13D/A filed with the SEC on December 29, 2026 by Vishal Garg and other information known to the Company, consists of (i) 64,877 shares of Class A Common Stock directly held by Mr.
Garg, (ii) 927,855 shares of Class B Common Stock directly held by Mr. Garg, (iii) 130,456 shares of the Company’s Class B Common Stock held of record by 1/0 Real Estate LLC, (iv) 465,518 shares of Class B Common Stock owned by The 718
4Ever Trust I, (v) 130,456 shares of Class B Common Stock held of record by 1/0 Holdco, LLC, and (vi) 387,137 shares of Class B Common Stock underlying exercisable options directly held by Mr. Garg. Mr. Garg is the controlling member of
1/0 Holdco, LLC, which wholly owns 1/0 Real Estate, LLC. Therefore, Mr. Garg may be deemed to have voting power and dispositive power over the shares held by 1/0 Holdco, LLC and 1/0 Real Estate, LLC. Mr. Garg is the investment adviser
of The 718 4Ever Trust I, and members of Mr. Garg's immediate family are the sole beneficiaries of The 718 4Ever Trust I. Therefore, Mr. Garg may be deemed to have voting power and dispositive power over the shares held by The 718 4Ever
Trust I. The business address of 1/0 Real Estate LLC is 1 World Trade Center, Ste 8500, New York, NY 10007.
|
| (3) |
Consists of 1,300,000 shares of Class C Common Stock held by BHFHC Distribution Trust in a trust account designated for the benefit of SB Northstar LP, which will be beneficially acquired upon the
satisfaction of certain regulatory approvals or confirmation that such regulatory approvals are no longer required. SoftBank Group Corp. is the parent company of Silver Brick Management PTE. LTD., which has been appointed as the
investment manager of SB Northstar LP. As a result of these relationships, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by BHFHC Distribution Trust (for the benefit of SB
Northstar LP). Timothy A. Mackey, Kozo Aramaki, Yoshimitsu Goto, and Taiichi Hoshino are the directors of Silver Brick Management PTE. LTD. Each of the directors disclaims beneficial ownership of the securities beneficially held by
BHFHC Distribution Trust (for the benefit of SB Northstar LP). The principal business address of Silver Brick Management PTE. LTD. is 138 Market Street #27-01A, Capitagreen, Singapore 048926. The principal business address of SB
Northstar LP is c/o Walkers, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands. The principal business address of BHFHC Distribution Trust is 950 17th Street, Suite 100, Denver, Colorado 80202.
|
|
Better Home & Finance Holding Company 2026 Proxy Statement
|
27 |
| (4) |
Based solely on a Schedule 13G filed on April 6, 2026 by Framework Ventures IV L.P. ("Framework LP"), Framework Ventures IV GP LLC ("Framework GP"), Framework Ventures Management LLC ("Framework
Management"), Vance Spencer ("Mr. Spencer"), Michael Ernest Anderson ("Mr. Anderson") and Framework Labs, Inc. (collectively, the "Framework Parties"). Each of Mr. Spencer and Mr. Anderson hold shared voting and dispositive power over
1,199,762 shares, and Mr. Spencer holds sole voting and dispositive power over 121,150 shares. Each of Framework LP, Framework Management and Framework GP hold shared voting and dispositive power over 952,312 shares. Framework Labs
holds shared voting and dispositive power over 247,450 shares. Framework GP is the general partner of Framework LP. Framework Management is the investment manager of Framework LP. Mr. Spencer and Mr. Anderson are members and the
managers of Framework GP and the managing members of Framework Management. Mr. Spencer and Mr. Anderson serve as executive officers and directors of Framework Labs. Each of Mr. Spencer and Mr. Anderson may be deemed to share voting
power over the shares held by Framework Labs by virtue of their positions with Framework Labs. Mr. Spencer and Mr. Anderson are control persons of Framework Labs and Framework LP. The principal business address of each of the Framework
Parties is 600 Montgomery Street, Floor 42, San Francisco, CA 94111.
|
| (5) |
Based solely on the Schedule 13D filed on October 25, 2024 by Activant Ventures Advisors III, LLC. Consists of 1,298,331 shares of Class A Common Stock that may be obtained upon the conversion of (i) 366,788 shares of Class B Common
Stock held of record by Activant Holdings I, Ltd., (ii) 143,035 shares of Class B Common Stock held of record by Activant Ventures III Opportunities Fund 1, L.P., (iii) 21,603 shares of Class B Common Stock held of record by Activant
Ventures III Opportunities Fund 2, L.P., (iv) 17,466 shares of Class B Common Stock held of record by Activant Ventures III Opportunities Fund 3, L.P., (v) 28,018 shares of Class B Common Stock held of record by Activant Ventures III
Opportunities Fund 4, L.P., (vi) 122,226 shares of Class B Common Stock held of record by Activant Ventures III Opportunities Fund 6, L.P., (vii) 526,986 shares of Class B Common Stock held of record by Activant Ventures III, L.P., and
(viii) 72,206 shares of Class B Common Stock held of record by Better Voyager Partners Company Limited. Mr. Sarracino is a director of PAVF Holding Company Limited, the sole shareholder of Better Voyager Partners Company Limited.
Therefore, Mr. Sarracino may be deemed to have voting and dispositive power over such shares. Activant Ventures Advisors III, LLC is the general partner of Activant Ventures III Opportunities Fund 1, L.P., Activant Ventures III
Opportunities Fund 2, L.P., Activant Ventures III Opportunities Fund 3, L.P., Activant Ventures III Opportunities Fund 4, L.P., and Activant Ventures III Opportunities 6, L.P., the general partner of the entities which own Activant
Ventures III, L.P. Therefore, Activant Ventures Advisors III, LLC may be deemed to have voting power and dispositive power with respect to the shares held by these entities. Steven Sarracino is Principal of Activant Ventures Advisors
III, LLC and therefore, Mr. Sarracino may be deemed to have beneficial ownership of the shares held by the entities affiliated with Activant Ventures Advisors III, LLC. Mr. Sarracino is also the controlling shareholder of Activant
Holdings I, Ltd. Therefore, Mr. Sarracino may be deemed to have voting and dispositive power over the shares held by Activant Holdings I, Ltd. However, Mr. Sarracino disclaims beneficial ownership over the shares, and in all events
disclaims pecuniary interest except to the extent of his economic interest. The business address of each of these entities is 323 Railroad Avenue, Greenwich, CT 06830.
|
| (6) |
Based solely on a Schedule 13D/A filed on April 30, 2025 by SoftBank Group Corp. Consists of (i) (a) 628,553 shares of Class A Common Stock, (b) 137,545 shares of Class B Common Stock and (c) 475,215
shares of Class C Common Stock held by SVF II Beaver (DE) LLC, and (ii) 13,500 shares of Class A Common Stock issuable upon the exercise of warrants held by SB Northstar LP. SoftBank is the sole shareholder of SB Global Advisers
Limited, which has been appointed as manager and is responsible for making final decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.'s investments, including as held by SVF II
Beaver (DE) LLC. SoftBank Vision Fund II-2 L.P. is the sole limited partner of SVF II Aggregator (Jersey) L.P., which is the sole member of SVF II Holdings (DE) LLC, which is the sole member of SVF II Beaver (DE) LLC. As a result of
these relationships, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by SVF II Beaver (DE) LLC. SoftBank Group Corp. is the parent company of Silver Brick Management PTE. LTD.,
which has been appointed as investment manager of SB Northstar LP and is responsible for making voting and investment decisions with respect to SB Northstar LP's investments. As a result of these relationships, each of the foregoing
entities may be deemed to share beneficial ownership of the securities held of record by SB Northstar LP. The principal business address of each of SVF II Beaver (DE) LLC and SVF II Holdings (DE) LLC is 251 Little Falls Drive,
Wilmington, DE 19808. The principal business address of SVF II Aggregator (Jersey) L.P. and SoftBank Vision Fund II-2 L.P. is Crestbridge Limited, 47 Esplanade, St. Helier, Jersey, JE1 0BD. The principal business address of SB Global
Advisers Limited is 69 Grosvenor Street, Mayfair, London W1K 3JP, England, United Kingdom. The business address of SoftBank Group Corp. is 1-7-1, Kaigan, Minato-ku Tokyo 105-7537 Japan.
|
| (7) |
Based solely on a Schedule 13G filed on February 17, 2026 by Frontier Capital Management Co., LLC ("Frontier"). Consists of 877,822 shares of Class A Common Stock, of which Frontier has the sole voting
power over 402,918 shares and sole dispositive power over 877,822 shares. The principal business address of Frontier is 99 Summer Street, Boston, MA 02110.
|
| (8) |
Based solely on a Schedule 13D/A filed on March 23, 2026 by Novator Capital Sponsor Ltd. Consists of (i) 613,396 shares of Class A Common Stock held by Novator Capital Sponsor Ltd., and (ii) 46,050 shares of Class A Common Stock
issuable upon the exercise of warrants held by Novator Capital Sponsor Ltd. The securities beneficially owned are held directly by Novator Capital Sponsor Ltd. and Thor Björgólfsson may be deemed to have dispositive and voting control
over those securities. Novator Capital Sponsor Ltd. is indirectly 99.9% owned by the irrevocable discretionary trust known as The Future Holdings Trust for which BB Trust Company SA acts as trustee; the directors of such trust are
Alessandro Passardi, Peter Mitchell and Arnaud Cywie. Mr. Björgólfsson disclaims beneficial ownership of the shares owned by Novator Capital Sponsor Ltd. The business address for each of Thor Björgólfsson and Novator Capital Sponsor
Ltd. is 20 North Audley Street, Mayfair, London, W1K 6LX.
|
| (9) |
Consists of (i) 23,516 shares of Class A Common Stock held by a trust over which Mr. Smith has shared voting and dispositive power, and (ii) 5,000 shares of Class A Common Stock underlying RSUs that vest within 60 days of the Record
Date.
|
| (10) |
Consists of 10,389 shares of Class A Common Stock underlying RSUs that vest within 60 days of the Record Date.
|
| (11) |
Consists of 11,327 shares of Class A Common Stock underlying RSUs that vest within 60 days of the Record Date.
|
| (12) |
Consists of 1,176 shares of Class A Common Stock underlying RSUs that vest within 60 days of the Record Date.
|
| (13) |
Consists of (i) 2,090 shares of Class A Common Stock and (ii) 12,388 shares of Class A Common Stock underlying RSUs that vest within 60 days of the Record Date.
|
| (14) |
Consists of (i) 27,843 shares of Class A Common Stock (ii) 37,500 shares of Class A Common Stock issuable upon the exercise of warrants, and (iii) 11,327 shares of Class A Common Stock underlying RSUs
that vest within 60 days of the Record Date.
|
| (15) |
Consists of (i) 59,915 shares of Class A Common Stock and (ii) 11,327 shares of Class A Common Stock underlying RSUs that vest within 60 days of the Record Date.
|
| (16) |
Consists of (i) 42,887 shares of Class A Common Stock, (ii) 27,850 shares of Class B Common Stock, and (iii) 18,856 shares of Class B Common Stock that underlying RSUs that have vested or will fully vest
and settlement has been deferred but such settlement may occur within 60 days of the Record Date.
|
| (17) |
Consists of (i) 253,601 shares of Class A Common Stock held by all directors and executive officers of the Company as a group, (ii) 61,840 shares of Class A Common Stock underlying RSUs held by all
directors and executive officers of the Company as a group and that vest within 60 days of the Record Date, (iii) 37,500 shares of Class A Common Stock issuable upon the exercise of warrants, (iv) 1,781,854 shares of Class B Common
Stock held by all directors and executive officers of the Company as a group, (v) 18,856 shares of Class B Common Stock underlying RSUs held by all directors and executive officers of the Company as a group and that vest within 60 days
of the Record Date, (vi) 433,413 shares of Class B Common Stock underlying exercisable options held by all directors and executive officers of the Company as a group.
|
| 28 |
Better Home & Finance Holding Company 2026 Proxy Statement
|
|
Better Home & Finance Holding Company 2026 Proxy Statement
|
29 |
|
Better Home & Finance Holding Company 2026 Proxy Statement
|
31 |
| 32 |
Better Home & Finance Holding Company 2026 Proxy Statement
|
|
Better Home & Finance Holding Company 2026 Proxy Statement
|
33 |
| • |
Voting by Internet: You can vote over the Internet at on www.proxyvote.com
by following the instructions on the Internet Notice or proxy card.
|
| • |
Voting by Telephone: Call 1-800-690-6903 and follow the instructions provided by the recorded message.
|
| • |
Voting by Mail: If you receive a paper copy of the proxy materials, you may vote your shares by completing, signing,
dating and returning the proxy card included in the printed proxy materials.
|
| • |
Electronically at the Meeting: If you attend the meeting online, you will need the 16-digit control number included
in your Internet Notice, on your proxy card or on the instructions that accompanied your proxy materials to vote electronically during the meeting.
|
|
Proposal
|
Vote Required
|
Abstentions
|
Broker Non-Votes
|
|||
|
Election of Directors
|
Votes FOR a nominee must exceed votes AGAINST.
|
Not counted as votes cast. No impact on outcome.
|
Not counted as votes cast. No impact on outcome.
|
|||
|
Ratification of Appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026
|
Votes FOR the proposal must exceed votes AGAINST.
|
Not counted as votes cast. No impact on outcome.
|
Not applicable for reason explained below.
|
| 36 |
Better Home & Finance Holding Company 2026 Proxy Statement
|
|
Better Home & Finance Holding Company 2026 Proxy Statement
|
37 |
|
By order of the Board,
General Counsel, Chief Compliance Officer and Secretary
|
|
|
New York, New York
|
|
|
April 30, 2026
|
| 38 |
Better Home & Finance Holding Company 2026 Proxy Statement
|

FAQ
What is being voted on at Better Home & Finance (BETR)’s 2026 annual meeting?
The 2026 meeting asks stockholders to elect eight directors and ratify BDO USA, P.C. as independent auditor for 2026. A third item covers any other business that may properly come before the meeting, consistent with typical annual meeting agendas.
When and how can stockholders of Better Home & Finance (BETR) attend the 2026 annual meeting?
The 2026 annual meeting will be held virtually on June 10, 2026 at 12:00 p.m. Eastern time. Stockholders can attend online at www.virtualshareholdermeeting.com/BETR2026 using their 16‑digit control number to access the webcast and vote or submit questions.
How many votes do Better Home & Finance (BETR) stockholders have and what share classes are eligible?
As of April 15, 2026, there are 13,083,708 Class A and 4,347,549 Class B shares entitled to vote. Class A carries one vote per share and Class B carries three votes per share. The 1,437,545 outstanding Class C shares have no voting rights on meeting proposals.
What are the key 2025 compensation figures for Better Home & Finance (BETR)’s top executives?
In 2025, CEO Vishal Garg received total compensation of about $26.7 million, mainly in stock awards and bonuses. President/COO Chad Smith earned about $5.0 million, and General Counsel Paula Tuffin about $5.3 million. All three received substantial RSU and PSU grants tied to long-term performance.
Why did Better Home & Finance (BETR) change auditors from Deloitte to BDO?
After Deloitte completed its audit of 2025 financials, the audit committee dismissed Deloitte and appointed BDO USA, P.C. for 2026. Deloitte’s 2024 and 2025 reports contained no adverse opinions, and previously disclosed internal control material weaknesses were considered remediated by December 31, 2025.
What was the SoftBank-related note exchange disclosed by Better Home & Finance (BETR)?
On April 12, 2025 the company agreed with SB Northstar, an affiliate of SoftBank, to exchange $533.9 million of 1.00% subordinated convertible notes for $155 million of new 6.00% senior secured notes due 2028 plus $110 million cash. The new notes allow paid-in-kind interest.
What related-party service arrangements does Better Home & Finance (BETR) disclose?
The company discloses agreements with entities affiliated with CEO Vishal Garg, including TheNumber, Notable, 1/0 Capital and Zethos/True Work. These provide data analytics, technology and lending-related services, with payments such as about $0.9–$1.0 million annually to TheNumber for 2024–2025.