Harit Talwar
About Harit Talwar
Harit Talwar (age 64) is Chairman of the Board and an independent director of Better Home & Finance (BETR). He has served as Chairman since the August 22, 2023 business combination and previously chaired Better’s pre-combination board from May 2022; he is an audit committee financial expert with deep consumer finance and fintech experience, including roles as Chairman/Global Head of Goldman Sachs’ Consumer Business (Marcus) and President of U.S. Cards at Discover. He holds a B.A. in Economics from Delhi University and an MBA from the Indian Institute of Management Ahmedabad .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Chairman of Consumer Business; Global Head of Consumer Business | Jan 2021–Dec 2021; May 2015–Jan 2021 | Led launch/build of Marcus consumer banking franchise |
| Discover Financial Services | President, U.S. Cards | Prior to GS tenure | Led major consumer credit portfolio |
| Citicorp/Citigroup | Various management roles | 15 years | Consumer finance leadership |
| Better (Pre-Business Combination) | Chairman of Board | May 2022–Aug 22, 2023 | Board leadership pre-SPAC closing |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Mastercard Inc. | Director | Apr 2022 | Public company board |
| KPMG U.S. | Director | Jan 2024 | Professional services firm board |
| Apexon | Director | 2022 | Digital engineering services |
| Inveniam | Director | 2023 | Blockchain/private markets digitization |
Board Governance
- Independence and leadership: The Board determined all directors except CEO Vishal Garg are independent under Nasdaq Rule 5605; Talwar serves as Chairman and is independent . Non-employee directors meet in executive session; executive sessions are chaired by the Chairman .
- Committees and roles (2024): Talwar was a Member of the Audit Committee and Compensation Committee and Chair of the Corporate Governance & Nominations (CG&N) Committee; Audit (7 meetings), Compensation (6), CG&N (6) .
- Board evaluation: CG&N led annual board/committee self-evaluations; the General Counsel presented aggregated director feedback to Talwar (as CG&N Chair), then to the Committee for action recommendations .
- Audit Committee qualifications: Audit Committee composed entirely of independent directors; Talwar and Steven Sarracino qualify as “audit committee financial experts” per Reg S-K Item 407(d)(5) .
- Special Committee: On March 22, 2024, a special committee (Narasimhan, Talwar, Farello) evaluated SoftBank’s proposal regarding BETR’s ~$528.6M convertible note; met five times. CEO Garg was excluded due to a conflict (indemnity agreement to SoftBank) .
| 2024 Committee Assignments | Chair/Member | Meetings Held |
|---|---|---|
| Audit Committee | Member | 7 |
| Compensation Committee | Member | 6 |
| Corporate Governance & Nominations Committee | Chair | 6 |
- Attendance and engagement: The Board held 7 meetings in 2024; each director attended at least 75% of Board/committee meetings on which they served, and all directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | Amount | Period/Date | Notes |
|---|---|---|---|
| Annual Board Retainer (Director) | $350,000 | As of Chairman Agreement (assumed at Closing) | For services as director/advisor to CEO |
| Additional Chairman Fee | $175,000 | Annual | For service as Chairman of the Board |
| Administrative/Travel Support | Up to $350,000 per year | Annual | Company pays reasonable clerical/admin support and domestic travel |
| 2024 Fees Earned (Cash) | $525,000 | FY 2024 | No equity awards issued to directors in 2024 under policy |
- Director compensation policy: Non-employee directors representing significant equity holdings receive $275,000 cash annually; subsequent non-employee directors get $150,000 cash + $150,000 RSUs annually; no director equity awards were granted in 2024. Talwar is under a separate Chairman Agreement .
Performance Compensation
| Award Type | Grant/Conversion Details | Vesting Schedule | Performance Metrics | Special Vesting Terms |
|---|---|---|---|---|
| RSUs (converted from pre-combination grant) | 99,033 RSUs converted at Closing; adjusted for exchange ratio and 1-for-50 reverse split | 49,516 time-based RSUs vest in equal quarterly installments over 4 years from May 1, 2022 (Talwar Effective Date) | 49,516 performance-based RSUs vest in three tranches subject to 45-day trailing average stock price hurdles: $89.97, $179.94, $269.91 (post-closing price adjusted for exchange ratio and reverse split) | Death/disability: time-vest RSUs continue to vest; performance RSUs continue time vest and remain eligible for performance for 3 years. Board/stockholder-initiated departure: performance RSUs time-vest at termination and remain eligible for performance for 2 years; if prior to 2-year anniversary of May 1, 2022, 50% of outstanding time-based RSUs vest; remaining unvested time-based RSUs forfeited |
- RSUs outstanding as of 12/31/2024: Talwar held 68,085 RSUs (adjusted for reverse split) .
Other Directorships & Interlocks
| Company/Entity | Type | Potential Interlock/Conflict Consideration |
|---|---|---|
| KPMG U.S. (Director) | Professional services | Talwar is on KPMG U.S.’s board while serving on BETR’s Audit Committee; BETR’s auditor is Deloitte, mitigating direct audit conflict but presents appearance risk given competitive dynamics among audit firms |
| Mastercard Inc. (Director) | Public company | No disclosed transactions between BETR and Mastercard |
| Apexon; Inveniam (Director) | Private companies | No BETR-related party transactions disclosed involving these entities |
Expertise & Qualifications
- Financial services and D2C fintech builder: Led Goldman Sachs’ consumer business and launched Marcus; senior leadership at Discover and Citigroup; recognized audit committee financial expertise, providing robust oversight of financial reporting and controls .
- Education: B.A. Economics (Delhi University); MBA (IIM Ahmedabad) .
Equity Ownership
| Security/Class | Amount Beneficially Owned | % of Class | As-Of Date |
|---|---|---|---|
| Class A Common Stock | 8,767 shares | <1% | April 15, 2025 |
| Class B Common Stock | 30,949 shares | <1% | April 15, 2025 |
| RSUs (unsettled) | 68,085 units | N/A | Dec 31, 2024 |
- Voting structure context: Class B carries three votes per share versus one vote per Class A; Class C non-voting. Totals outstanding as of April 15, 2025: Class A 9,239,861; Class B 4,518,967; Class C 1,437,545 .
Governance Assessment
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Strengths
- Independent Chairman with deep consumer finance credentials; clear separation between Chair and CEO roles; regular executive sessions led by the Chairman enhance independent oversight .
- Active governance engagement: Chairs CG&N; leads board evaluations; serves as audit committee financial expert; committee structure and independence conformance to Nasdaq and Exchange Act rules .
- Conflict management: Participation in a 2024 special committee evaluating a significant SoftBank note transaction; CEO recused due to conflict—strong process signal .
- Anti-hedging policy: Prohibits hedging/monetization transactions for directors/executives, supporting alignment with shareholders .
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Concerns/RED FLAGS
- Compensation structure and perquisites: Chairman Agreement provides up to $350,000 per year for admin/travel support in addition to $525,000 cash retainer/chair fees—unusual scale for director support could draw scrutiny on cost discipline and independence optics .
- KPMG U.S. board role while on BETR’s Audit Committee introduces an appearance risk given KPMG’s competitive position versus Deloitte (BETR’s auditor); the Board affirms independence, but investors may monitor for any auditor/consulting engagements and influence concerns .
- Equity award performance hurdles are based solely on stock price thresholds (45-day trailing average), which can incentivize market-price focus over operating KPIs; absence of multi-factor performance metrics (e.g., profitability, risk, compliance) in director equity could be viewed as lower-quality pay-for-performance design .
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Attendance and disclosure quality: Directors met minimum attendance expectations (≥75%); no late SEC ownership filings noted for Talwar; company adopted clawback policy effective Dec 1, 2023, aligning with Nasdaq Rule 10D-1 .
Related-Party Exposure (Company-Level Context)
- Multiple related-party commercial agreements exist with entities affiliated with the CEO (TheNumber, Notable, 1/0 Capital, TrueWork), with acknowledged non–arm’s-length terms; amounts were small or ceased, and policies require Audit Committee approval of related-party transactions. No specific related-party transactions were disclosed as involving Talwar .
- SoftBank note exchange: In April 2025, BETR exchanged $533.9M of 1.00% convertible notes for $155M of new 6.00% senior secured notes plus $110M cash payment; change-of-control and redemption terms noted. Talwar’s special committee participation in 2024 preceding this exchange supports process rigor around a major holder transaction .
Policy & Controls Snapshot
- Related Party Transactions Policy: Requires prior notification to GC/CFO and Audit Committee approval; interested directors recuse from discussions/votes .
- Insider Trading Policy: Prohibits hedging/monetization transactions by directors/executives and related persons .
- Clawback: Recovery of incentive-based compensation for current/former executive officers upon restatement, per Exchange Act Rule 10D-1 and Nasdaq .
Fixed Compensation (Director-Specific)
| Metric | 2024 | Notes |
|---|---|---|
| Annual cash retainer (Director) | $350,000 | Chairman Agreement |
| Additional Chairman cash fee | $175,000 | Chairman Agreement |
| Admin/travel support (cap) | $350,000 | Reimbursable per contract |
| Total fees earned (cash) | $525,000 | Reported in 2024 Director Compensation Table |
Performance Compensation (Director-Specific)
| Metric | Grant/Conversion | Vesting | Performance Hurdles | Measurement Window | Special Vesting Terms |
|---|---|---|---|---|---|
| RSUs (total) | 99,033 | Time: 49,516 quarterly over 4 years from 5/1/2022 | Price hurdles tranches: $89.97; $179.94; $269.91 | 45-day trailing average closing price | Death/disability and termination rules per Chairman Agreement |
| RSUs outstanding | 68,085 (as of 12/31/2024) | — | — | — | — |
Equity Ownership & Alignment
- Beneficial ownership is less than 1% of Class A and Class B; RSU exposure provides additional equity alignment, though performance RSUs tied solely to stock price may be less robust than multi-metric designs .
- Voting rights context: Class B shares carry triple voting power vs Class A; Talwar holds both classes in small amounts .
Overall Investor Takeaways
- Board effectiveness: Strong independent chair, audit expertise, and active governance roles are positives for oversight and risk management .
- Pay-for-performance: Director equity hurdles based on stock price provide market alignment but could be enhanced with operational or risk/compliance metrics to strengthen governance signaling .
- Conflicts and interlocks: KPMG U.S. board role while on BETR’s Audit Committee warrants monitoring; no direct audit engagement conflict disclosed since Deloitte is auditor, and independence is affirmed .
- Process discipline: Special committee handling of SoftBank note matters and formal related-party policy framework reduce governance risk; most RPTs relate to CEO-affiliated entities, not Talwar .