Paula Tuffin
General Counsel, Chief Compliance Officer and Corporate Secretary at Better Home & Finance Holding
Executive
About Paula Tuffin
Paula Tuffin is General Counsel, Chief Compliance Officer and Secretary of Better Home & Finance (BETR). She has served in these roles since the SPAC closing and held the same roles at Pre-Business Combination Better from May 2016 until the closing; she is 62 years old as of March 19, 2025, and holds a B.A. from Williams College and a J.D. from Harvard Law School . In 2024, she also led the company’s Management, Ethics & Compliance Committee (MECC), which manages ethics and compliance issues and reports directly to the Board . Recent long-term equity awards tie her incentives to stock price hurdles and company revenue performance, indicating alignment with shareholder value creation and top-line execution .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Better (Pre-Business Combination) | General Counsel, Chief Compliance Officer and Secretary | May 2016 – Aug 2023 | Senior legal and compliance leadership prior to public listing |
| Consumer Financial Protection Bureau (CFPB), Enforcement Bureau | Senior Litigation Counsel | 2013 – 2016 | Federal enforcement litigation experience |
| Mayer Brown | Litigation Partner | ≤2013 | Private practice litigation leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No external public company directorships or external roles are disclosed in the company’s 2024 and 2025 10-K and 2025 proxy filings reviewed |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of salary) | Actual Cash Bonus ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 750,000 | 100% | 375,000 | 810 (life insurance) | 1,125,810 |
- Employment Agreement terms set base salary at $750,000 and a target annual bonus equal to 100% of base salary, subject to Board discretion; agreement may increase or decrease amounts and is eligible for equity grants under the 2023 Plan .
- Annual bonus amounts are determined at the Board’s discretion; for 2024, Ms. Tuffin’s bonus was $375,000 .
Performance Compensation
Long-Term Equity Awards
| Award | Grant Date | Type | Size | Performance Metric(s) | Performance Window | Time-Vesting | Accelerated Vesting |
|---|---|---|---|---|---|---|---|
| Performance RSUs | Nov 3, 2025 | RSUs | 50,000 | Stock price performance goals | Oct 1, 2025 – Dec 31, 2030 | 25% at 12 months post-grant; remainder vests quarterly over 36 months; both performance and time must be met | Double-trigger CIC accelerated vesting per Executive Change in Control Severance Plan (100% at target) |
| Performance RSUs | Nov 3, 2025 | RSUs | 50,000 | Company revenue performance goals | Oct 1, 2025 – Dec 31, 2030 | 25% at 12 months post-grant; remainder vests quarterly over 36 months; both performance and time must be met | Double-trigger CIC accelerated vesting per Executive Change in Control Severance Plan (100% at target) |
| Time-based RSUs (outstanding at FY-end) | Oct 1, 2022 | RSUs | 5,734 unvested at 12/31/24 | — | — | Vest in equal monthly installments over 4 years (through Oct 2026), subject to continued employment | Time-based treatment per Employment Agreement on non-CIC severance; performance awards per plan |
- The 2025 performance RSUs require achievement of stock price and revenue goals within the stated window, plus time-vesting; otherwise they are forfeited .
- None of the NEOs received equity grants in 2024; the 5,734 unvested RSUs reflect the 2022 grant and were valued at $51,147 at 12/31/24 using $8.92 per share .
Annual Incentive (Cash)
| Component | Metric design | Target | Actual |
|---|---|---|---|
| 2024 Annual Bonus | Board discretionary program; targets set per agreements; overall amounts paid are at Board discretion | 100% of salary ($750,000) | $375,000 |
Equity Ownership & Alignment
Beneficial Ownership (as of April 15, 2025)
| Security Class | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Class A Common Stock | 3,801 | <1% |
| Class B Common Stock (3 votes/share) | 22,407 | <1% |
- Outstanding unvested RSUs at 12/31/24: 5,734; market value $51,147 at $8.92 per share .
- Insider Trading/10b5-1: On September 11, 2025, Ms. Tuffin entered a Rule 10b5-1 trading plan permitting sales of up to 24,000 shares of Class A common stock, with a plan end date of June 30, 2026 .
- Hedging/Pledging: The company’s policy expressly prohibits hedging/monetization transactions by executives; no pledging by Ms. Tuffin is disclosed in reviewed filings .
Employment Terms
| Term | Key details |
|---|---|
| Employment Agreement | Dated October 18, 2022; assumed at Closing; serves as CCO & General Counsel; eligible for 2023 Plan awards |
| Term & Renewal | Automatic one-year renewals unless either party gives 30 days’ notice prior to period end |
| Base Salary | $750,000; adjustable by Board |
| Target Bonus | 100% of base salary; actual payout at Board discretion |
| Non-Compete/Non-Solicit | Customary covenants during employment and for one year post-termination |
| Severance (non-CIC) | If terminated without Cause or resigns for Good Reason: lump sum equal to 1x base salary; pro-rated target bonus for year of termination plus any unpaid prior-year bonus (if measurement completed); up to 12 months medical; continued vesting of time-based equity scheduled within 12 months; options/SARs become exercisable (performance awards per plan) |
| Change-in-Control Severance Plan | Double-trigger within 3 months before to 12 months after CIC: 1.5x base salary; pro-rated target bonus; up to 12 months medical; full acceleration of all outstanding equity awards with performance deemed at 100% of target |
| Clawback | Dodd-Frank compliant clawback effective Dec 1, 2023; recovery of incentive-based compensation following required restatement (3-year lookback) |
| Insider Trading Policy | Formal 10b5-1 framework and cooling-off periods; restrictions on overlapping plans; consult Legal |
Performance & Track Record
- Governance and culture: In 2024, Ms. Tuffin took enhanced responsibilities leading the Management, Ethics & Compliance Committee (MECC), which manages ethics/compliance issues and reports directly to the Board; the company also implemented respectful workplace training and engagement surveys .
Compensation Structure Analysis
- Mix and pay-for-performance: 2025 equity grants shift a portion of her future compensation to performance-based RSUs tied to stock price and revenue, with multi-year time-vesting and a long performance window through 2030, sharpening alignment with shareholder returns and revenue execution .
- No 2024 equity grants: No NEO equity awards were granted in 2024, keeping 2024 compensation more cash-heavy (salary + bonus) .
- CIC economics: Double-trigger CIC severance with full equity acceleration at 100% of target strengthens retention through transactions but increases potential parachute costs if a CIC occurs .
Vesting Schedules and Insider Selling Pressure
- 2022 RSUs: Monthly vesting over four years from grant on Oct 1, 2022 (through Oct 2026), subject to continued service .
- 2025 Performance RSUs: Performance must be achieved between Oct 1, 2025 and Dec 31, 2030; time-vesting requires 25% at 12 months, then quarterly over 36 months; both must be met or awards forfeit .
- 10b5-1 Plan: Authorized sales up to 24,000 Class A shares through June 30, 2026, indicating some potential selling activity to manage liquidity/taxes/diversification; plan adopted Sept 11, 2025 .
Equity Ownership & Pledging
- Beneficial ownership as of April 15, 2025: 3,801 Class A shares and 22,407 Class B shares (<1% of each class) .
- Hedging prohibited; no pledging by Ms. Tuffin is disclosed in filings reviewed .
Employment Contracts, Severance, and Change-of-Control
- Non-CIC severance: 1x base salary, pro-rated target bonus for year of termination, unpaid prior-year bonus if measurement completed, up to 12 months medical, and continued vesting of time-based equity scheduled within 12 months; performance awards per plan terms .
- CIC plan: Window from 3 months pre- to 12 months post-CIC; 1.5x base salary, pro-rated target bonus, up to 12 months medical, and full equity acceleration at 100% target (double-trigger) .
Investment Implications
- Alignment: New 2025 performance RSUs require both stock price and revenue goals plus time-vesting, improving linkage to shareholder value and operating performance over a 5-year window; full acceleration at 100% on double-trigger CIC balances retention with change-of-control costs .
- Selling pressure: A Rule 10b5-1 plan allows sales up to 24,000 Class A shares through June 2026, suggesting manageable, pre-programmed liquidity rather than opportunistic selling; as of April 15, 2025, her beneficial holdings were 3,801 Class A and 22,407 Class B (<1%), and she also had 5,734 unvested RSUs at 12/31/24 .
- Retention risk: Non-CIC severance provides 1x salary plus pro-rated target bonus and limited continued vesting, while CIC protections are more robust (1.5x salary and full equity acceleration), which may stabilize leadership through strategic events but increases potential payout obligations in a transaction scenario .