Kevin Ryan
About Kevin Ryan
Kevin Ryan is Chief Financial Officer of Better Home & Finance (BETR). He has served as CFO since October 2020 (and also served as Interim President from March 2023 to June 2024); age 54 as of March 19, 2025; education: B.A. from Rutgers University and J.D. from the University of Virginia . Prior to Better, Ryan spent 20+ years at Morgan Stanley, most recently as Managing Director and Head of Banks & Diversified Finance (2015–Oct 2020), covering large/mid-cap banks, fintech, consumer finance, and mREITs—experience directly relevant to BETR’s capital markets and mortgage platform . The company does not disclose TSR or revenue/EBITDA growth targets tied to Ryan’s pay; 2024 annual bonus outcomes were discretionary, while a 2023 Transaction Bonus is contingent on achieving two consecutive quarters of positive non‑GAAP operating cash flow before September 30, 2028 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Better Home & Finance (Pre-Business Combination Better; then BETR) | Chief Financial Officer; Interim President (Interim President role ended June 2024) | CFO since Oct 2020; Interim President Mar 2023–Jun 2024 | Led finance and interim executive operations during SPAC transaction and public company transition . Covered corporate finance, capital markets and operating leadership . |
| Morgan Stanley | Managing Director, Investment Banking; Head of Banks & Diversified Finance | 2015–Oct 2020 | Covered large/mid-cap banks, fintech, consumer finance and mREITs; deep transaction and capital markets experience . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Cascade Acquisition Corp. | Director | Since Nov 2020 |
Fixed Compensation
| Item | Detail |
|---|---|
| Base salary | $1,000,000 per Employment Agreement |
| Target bonus % | 100% of base salary |
Multi-year compensation (NEO Summary Compensation Table):
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,000,000 | 500,000 | — | — | 1,242 | 1,501,242 |
| 2023 (revised) | 1,000,000 | 8,475,000 (includes $2.95M Transaction Bonus 50% initial + $6.0M retention loan forgiven) | 109,942 | — | 4,321,721 (tax reimbursements and perqs) | 13,906,663 |
Annual bonus targets vs. payouts:
| Year | Target Bonus ($) | Actual Paid ($) |
|---|---|---|
| 2024 | 1,000,000 | 500,000 |
| 2023 | 1,000,000 | 500,000 |
Performance Compensation
Detailed incentive design, metrics, and vesting:
| Incentive | Metric(s) | Weighting/Structure | Target | Actual/Payout | Vesting/Trigger |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Not specifically disclosed | Discretionary; target 100% of salary | $1,000,000 | $500,000 paid | Paid Q4; Board discretion |
| Annual Cash Bonus (2023) | Not specifically disclosed | Discretionary; target 100% of salary | $1,000,000 | $500,000 paid | Paid Q4; Board discretion |
| Transaction Bonus (awarded Sep 2023) | Company operating cash flow (non‑GAAP): retention condition of two consecutive positive quarters | One-time, $2.95M for Ryan; 50% upfront; 50% deferred | $2,950,000 | 50% paid in 2023; 50% forfeits if not earned by 9/30/2028 | Second 50% payable within 15 days after quarter in which Retention Period ends |
| RSUs (3/1/2022 grant; converted at Business Combination and RS split) | Service-based | Time- and liquidity-vesting (liquidity satisfied at Closing) | 4,585 RSUs (post-adjustments) | Ongoing | 1/16th quarterly; fully vest by 3/1/2026, subject to service |
| RSUs (3/11/2023 grant; converted at Business Combination and RS split) | Service-based | Time- and liquidity-vesting | 1,971 RSUs (post-adjustments) | Time condition fully satisfied 5/1/2023; liquidity at Closing | Settles post-vesting in Class B shares |
| Stock Options (12/12/2022) | Service-based | Monthly time vesting | 61,131 options @ $55.78 strike; exp. 12/12/2032 | Ongoing | 1/48th monthly; fully vests 12/12/2026, subject to service |
Outstanding equity at FY-end (12/31/2024):
| Instrument | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) |
|---|---|---|---|---|---|---|
| Options (12/12/22 grant) | 30,565 | 30,565 | 55.78 | 12/12/2032 | — | — |
| RSUs | — | — | — | — | 23,438 | 209,109 (at $8.92 close on 12/31/2024) |
Notes: 2024 included no new equity grants to NEOs .
Equity Ownership & Alignment
Beneficial ownership (as of April 15, 2025):
| Security class | Shares beneficially owned | Percent of class |
|---|---|---|
| Class A Common | 40,185 | <1% |
| Class B Common | 13,777 | <1% |
| Class C Common | — | — |
- Insider trading policy prohibits hedging/monetization transactions (e.g., collars, forwards, swaps, exchange funds); policy includes a pledging/hedging section title, though detailed pledging terms are not specified in the excerpt .
- Historical share pledges existed under pre-Business Combination employee loan programs used to early exercise options; those loans were terminated at Closing by forfeiture/repurchase of collateral shares, and the company discontinued such loan and early-exercise practices .
- Section 16(a) reporting: Late Form 4 filings were noted in 2024 for multiple insiders, including Kevin Ryan (four transactions across two reports), attributed to administrative errors .
Employment Terms
| Term | Summary |
|---|---|
| Agreement | Employment Agreement dated April 5, 2022 (assumed by BETR at Closing); automatic 1‑year renewals unless notice ≥30 days prior to term-end |
| Role and Pay | CFO; base salary $1,000,000; target annual bonus 100% of base |
| Regular Severance (no CIC) | If terminated without Cause or resigns for Good Reason: lump sum 1.0x base salary; pro‑rated target bonus for year of termination plus any prior-year unpaid bonus (if measurement period concluded); up to 12 months COBRA; time-based equity scheduled to vest within 6 months continues to vest; options/SARs become exercisable; subject to release/covenants |
| Change-in-Control Severance | If terminated without Cause or for Good Reason within 3 months before to 12 months after a CIC: 1.5x base salary; pro‑rated target bonus; up to 12 months COBRA; full acceleration of all equity at 100% of target for performance awards; subject to release/covenants |
| Non-compete/Non-solicit | 12 months post-termination |
| Clawback | Policy adopted Dec 1, 2023 in line with Rule 10D‑1/Nasdaq; recovers incentive pay tied to financial reporting measures upon restatement (3-year lookback) |
| Retirement | 401(k); no SERP or other defined benefit plans |
Related Party / Governance Flags
- Pre-Business Combination retention loan: $6,000,000 forgivable loan to Ryan (Aug 18, 2022) was forgiven at Closing to comply with SOX 402; company reimbursed Ryan for associated withholding taxes (tax “make-whole”) .
- Employee loan program: Partial recourse loans used to early exercise options—Ryan’s principal $5,980,920—terminated at Closing via share forfeitures/repurchases; tax reimbursements provided to Ryan for loan termination taxes .
- Audit-related fees referenced SEC Division of Enforcement document requests and procedures in 2023, indicating regulatory scrutiny during that period (company-level) .
Performance & Track Record
- No company TSR or revenue/EBITDA growth metrics are disclosed as compensation performance measures for Ryan; annual cash bonuses were discretionary in 2023–2024 .
- Transaction Bonus explicitly ties delayed payout to achieving two consecutive quarters of positive non‑GAAP operating cash flow before September 30, 2028—linking a portion of cash compensation to cash generation and retention .
- At 12/31/2024, Ryan’s 12/12/2022 options were significantly out-of-the-money (strike $55.78 vs $8.92 year-end price), indicating limited near-term realizable value from options unless substantial stock appreciation occurs .
Investment Implications
- Pay-for-performance alignment: Annual bonuses remain discretionary without disclosed financial weighting, but the 2023 Transaction Bonus creates a tangible link to achieving sustained positive operating cash flow; no equity grants to NEOs in 2024 reduces incremental dilution yet may signal limited new at-risk equity alignment that year .
- Selling pressure: Scheduled vesting supply through 2026 is modest post-reverse split (23,438 unvested RSUs; 30,565 unvested options), and options are far out-of-the-money at 12/31/2024 pricing—limiting immediate monetization pressure from Ryan’s awards .
- Retention risk/economics: Regular severance (1.0x salary + pro‑rated bonus + COBRA) and CIC protection (1.5x salary + pro‑rated bonus + 100% equity acceleration) are competitive but not excessive for a CFO; 12‑month restrictive covenants support retention and protect the franchise .
- Governance considerations: Pre‑Closing executive loan programs (now discontinued) and tax make‑wholes for loan forgiveness/termination are shareholder‑unfriendly precedents; late Section 16 filings highlight process risk, though attributed to administrative errors .