Michael Farello
About Michael Farello
Independent director at Better Home & Finance Holding Company (BETR); Managing Partner at L Catterton’s Growth fund since January 2006; previously a director of Pre-Business Combination Better from February 2020 until the August 22, 2023 Closing and has served on BETR’s board since then. Age 60; B.S. in Industrial Engineering from Stanford University and MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Better (pre-Business Combination) | Director | Feb 2020–Aug 22, 2023 | Board experience leading into public company transition |
| Better Home & Finance (BETR) | Independent Director | Aug 22, 2023–present | Member: Audit and Compensation Committees; member of 2024 Special Committee evaluating SoftBank note purchase |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L Catterton (Growth fund) | Managing Partner | Jan 2006–present | Oversees growth PE investments; sits on several private company boards and audit/compensation committees |
| Vroom (NASDAQ: VRM) | Director; Chair, Compensation Committee | July 2015–present | Compensation oversight; long-tenured governance at e-commerce auto platform |
| ODDITY (public) | Director; Chair, Compensation; Chair, Nominating, Governance & Sustainability | Since June 2017 | Extensive compensation and governance leadership at consumer-tech company |
Board Governance
- Independence: Board determined all directors except the CEO (Vishal Garg) are independent under Nasdaq Rule 5605; Farello is independent .
- Committee assignments (2024):
- Audit Committee: Member; Chair is Steven Sarracino; 7 meetings .
- Compensation Committee: Member; Chair is Prabhu Narasimhan; 6 meetings .
- Corporate Governance & Nominations: Not a member; Chair is Harit Talwar; 6 meetings .
- Board/committee attendance: Board held 7 meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Non-employee directors meet regularly in executive sessions without management; sessions chaired by the Chairman .
- Special Committee: On March 22, 2024, a Special Committee (Narasimhan—Chair, Talwar, Farello) evaluated SoftBank’s proposal regarding the $528.6M convertible note; met five times; CEO Garg excluded due to a potential conflict (SoftBank indemnity) .
Fixed Compensation
| Year | Role | Cash Retainer ($) | Committee/Chair Fees ($) | Equity Grants ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | Non-Employee Director | 275,000 | — | — (no director equity awards in 2024) | 275,000 |
- Director Compensation Policy (2024): Non-employee directors representing significant equity holdings receive $275,000 annual cash; non-employee directors elected subsequently receive $150,000 cash plus $150,000 in RSUs; no director equity was granted in 2024 .
Performance Compensation
| Component | Grant Type | Grant Date | Quantity/Value | Performance Metrics | Vesting Schedule |
|---|---|---|---|---|---|
| Director equity (2024) | RSUs | — | None (no equity awards to directors in 2024) | Not applicable | Not applicable |
No performance-based director compensation or meeting/committee fees disclosed for 2024; director pay was entirely cash for Farello .
Other Directorships & Interlocks
| Company | Sector | Overlap/Interlock With BETR | Committee Role |
|---|---|---|---|
| Vroom | E-commerce used vehicle sales | No disclosed supplier/customer interlock with BETR | Chair, Compensation Committee |
| ODDITY | Consumer-tech (beauty/wellness) | No disclosed interlock with BETR | Chair, Compensation; Chair, Nominating/Governance/Sustainability |
- Compensation Committee interlocks: Proxy states none of BETR’s executive officers serve on boards/comp committees of entities where BETR directors/executives serve, mitigating interlock concerns .
Expertise & Qualifications
- Technical/industry: Strong background in technology and direct-to-consumer businesses; knowledge of growth strategies; extensive board and committee experience .
- Education: B.S. Industrial Engineering (Stanford); MBA (Harvard Business School) .
- Board skill flags: Compensation chair experience at two public companies; experience on audit committees for private boards .
Equity Ownership
| Holder | Class A Shares | % Class A | Class B Shares | % Class B | Class C Shares | % Class C |
|---|---|---|---|---|---|---|
| Michael Farello | 0 (—) | — | 0 (—) | — | 0 (—) | — |
Proxy beneficial ownership table lists no BETR shares for Farello as of April 15, 2025, indicating low personal ownership alignment .
Insider trading/hedging: BETR policy prohibits hedging or monetization transactions by directors and executive officers .
Insider Trades
| Period | Form 4 Activity (Farello) | Notes |
|---|---|---|
| FY 2024 | None referenced in proxy; not listed among late Section 16 filers | Section 16(a) disclosure lists late filers; Farello is not among them |
Governance Assessment
- Committee engagement and independence: Farello is an independent director and actively serves on Audit and Compensation—two critical oversight committees. His involvement on the 2024 Special Committee addressing the SoftBank note exchange indicates willingness to manage conflicts and participate in complex capital structure decisions .
- Alignment and incentives: 2024 director compensation for Farello was entirely cash ($275k); no RSUs or options were granted to directors. The proxy shows Farello had no beneficial ownership as of April 15, 2025, suggesting low “skin in the game” alignment relative to equity-based standards for directors. This is a potential caution signal for investor alignment, though hedging is prohibited by policy .
- Attendance and effectiveness: Board and committee meetings were frequent in 2024 (Audit 7; Compensation 6; CG&N 6), with all directors meeting at least the 75% attendance threshold and attending the 2024 Annual Meeting—supportive of basic engagement standards .
- Conflicts and related-party exposure: No related-party transactions tied to Farello are disclosed. The proxy details several related-party arrangements with entities affiliated to the CEO; oversight of related-party transactions falls under the Audit Committee’s remit, where Farello is a member—a positive governance check if robustly executed .
- Overall signal: Compensation and ownership structure point to modest alignment risk; committee roles and independence, plus Special Committee participation, are positives for board effectiveness and conflict management. Monitoring future director equity grants and any evolution in beneficial ownership would improve confidence in alignment .