Sector: Financials
BETTER HOME FINANCE HOLDING CLASS · Meeting: June 10, 2026
Directors FOR
3
Directors AGAINST
5
Say on Pay
AGAINST
Auditor
FOR
Election of the eight nominees identified in the accompanying Proxy Statement to serve as directors until the next annual meeting of stockholders
Against Analysis
Mr. Talwar has served as Chairman since August 2023 (tenure exceeds 24 months), and the stock has lost roughly 92% of its value over three years while the financial sector ETF (XLF) gained about 65%, a gap of more than 157 percentage points — far exceeding the 30-point trigger threshold for a company with negative absolute returns; the five-year return is equally poor, so the longer track record does not provide any relief.
Mr. Garg is the founder and CEO and has served on the board since the company's inception; as an executive director he is subject to the same TSR trigger as all other directors, and the stock's roughly 92% three-year decline against XLF's 65% gain — a gap of over 157 percentage points — clearly fires the trigger; additionally, multiple related-party transactions with entities he controls (TheNumber, Notable, 1/0 Capital) raise governance concerns beyond stock performance.
Mr. Farello has served on the board since August 2023 (tenure exceeds 24 months), so the full three-year underperformance period falls squarely within his tenure; the stock's roughly 92% three-year loss against the financial sector ETF (XLF) rising about 65% produces a gap far exceeding the 30-point trigger, and the five-year record is equally poor.
Mr. Massenet has served since August 2023 (tenure exceeds 24 months), placing his entire tenure within the three-year underperformance period; the stock's roughly 92% loss against XLF's 65% gain exceeds the trigger threshold by a wide margin, and the five-year record offers no relief; the board has also designated him as non-independent.
Mr. Narasimhan has served since August 2023 (tenure exceeds 24 months) and the board has designated him as non-independent; the stock's roughly 92% three-year decline against XLF's 65% gain fires the TSR trigger with a gap far exceeding the 30-point threshold, the five-year record is equally poor, and he has a consulting arrangement with the company that further complicates his independence.
For Analysis
Mr. Barse joined the board in August 2025, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings relevant investment and public company board experience and no independence or attendance concerns are identified.
Mr. Frater joined the board in March 2026, well within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings deep relevant experience in mortgage finance, including as former CEO of Fannie Mae, and qualifies as an audit committee financial expert.
Mr. Menon joined the board in August 2025, within the 24-month new-director exemption window, so the TSR trigger does not apply; he serves as lead independent director and audit committee chair and qualifies as an audit committee financial expert, which are positive governance attributes.
Of the eight nominees, four qualify for the new-director exemption (Barse, Frater, and Menon joined within the past 24 months) or otherwise pass screening (Frater); the remaining four long-tenured directors (Talwar, Garg, Farello, Massenet, and Narasimhan) all trigger the TSR underperformance rule — the stock has lost about 92% over three years while the financial sector ETF (XLF) gained about 65%, a gap of over 157 percentage points that far exceeds the 30-point policy threshold for companies with negative absolute returns, and the five-year record offers no relief.
CEO
Vishal Garg
Total Comp
$26,689,276
Prior Support
N/A
CEO Vishal Garg received $26.7 million in total pay in 2025 — including a $4.85 million transaction bonus whose performance condition was waived by the board, a $750,000 annual discretionary bonus with no disclosed measurable performance criteria, and over $20 million in stock awards — at a company with a $677 million market cap where the stock has lost roughly 92% of its value over three years; this level of pay is almost certainly well above the benchmark for a CEO at a company of this size in financial services. The board's decision to waive the performance vesting condition on the transaction bonus is a particularly serious concern, because it turned what was supposed to be a pay-for-performance award into guaranteed compensation, directly contradicting the principle that incentive pay should be earned through results shareholders actually experienced.
Auditor
BDO USA, P.C.
Tenure
0 yrs
Audit Fees
$3,100,000
Non-Audit Fees
$248,000
BDO is a newly appointed large national firm replacing Deloitte, so there is no tenure concern; using Deloitte's 2025 fee data (the most recent available), non-audit fees of approximately $248,000 (tax fees of $67,000 plus other fees of $181,000) represent only about 8% of audit fees of $3,100,000, well below the 50% policy threshold; a material weakness was previously disclosed for 2024 but was remediated by year-end 2025 and was not attributed to an audit failure by Deloitte, so it does not trigger an against vote on the incoming auditor.
The 2026 Better Home & Finance annual meeting features a director slate where five of the eight nominees should receive against votes due to severe three-year stock underperformance (the stock lost roughly 92% while the financial sector ETF gained 65%), with only the three directors who joined within the past 24 months exempt from that trigger; the Say on Pay vote also warrants an against vote given the CEO's $26.7 million pay package at a company with a $677 million market cap and a stock that has lost nearly all of its value, compounded by the board's decision to waive performance conditions on a transaction bonus. The only straightforward affirmative vote on the ballot is the ratification of incoming auditor BDO USA, P.C., a well-qualified national firm with clean fee ratios and no tenure concerns as a new appointment.
