Steven Sarracino
About Steven Sarracino
Independent director (age 48) of Better Home & Finance Holding Company; on the pre-Business Combination Better board since August 2019 and the public-company board since the August 22, 2023 Closing. Founder & CEO of Activant Capital Group and designated audit committee financial expert; holds a B.B.A. in Finance (SMU) and an M.B.A. from Wharton. The Board has affirmatively determined he is independent under Nasdaq Rule 5605 (all directors except the CEO).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Better (pre-Business Combination) | Director | Aug 2019 – Aug 22, 2023 | Board member prior to SPAC Closing |
| Upland Software | Director; Audit Committee member | Dec 2013 – Apr 2016 | Audit committee service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Activant Capital Group, LLC | Founder & Chief Executive Officer | Nov 2012 (formally launched Jan 2015) – present | Global investment firm leadership |
| Activant Ventures Advisors III, LLC | Principal | Current | Principal; related to Activant-affiliated BETR holdings noted below |
Board Governance
- Committee assignments (2024): Audit (Chair), Compensation (Member), Corporate Governance & Nominations (Member). Committee meetings held: Audit 7, Compensation 6, Governance 6.
- Independence: Board determined he is independent under Nasdaq Rule 5605 (all directors other than CEO).
- Audit committee financial expert: Board determined Sarracino (and Talwar) qualify under Item 407(d)(5).
- Attendance: Board met 7 times; each director attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting.
- Executive sessions: Non-employee directors meet in executive session; sessions chaired by the Chairman. No Lead Independent Director disclosed.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 7 |
| Compensation | Member | 6 |
| Corporate Governance & Nominations | Member | 6 |
Fixed Compensation
- Policy: Non-employee directors representing significant equity holdings receive a $275,000 annual cash fee (paid quarterly). Directors elected subsequently receive $150,000 cash retainer plus annual RSU targeted at $150,000; no director equity granted in 2024.
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Meeting Fees ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 275,000 | Not disclosed | Not disclosed | 275,000 |
Performance Compensation
| Year | RSU Grants | Option Grants | Performance Metrics Tied to Director Pay | Notes |
|---|---|---|---|---|
| 2024 | None | None | None disclosed | Company disclosed no equity for non-employee directors in 2024 |
Other Directorships & Interlocks
| Company | Current/Prior | Role | Notes |
|---|---|---|---|
| Upland Software | Prior | Director; Audit Committee member | Service Dec 2013–Apr 2016 |
| Activant-affiliated entities | Shareholder interlock | Principal (Sarracino); entities hold BETR Class B shares | Entities affiliated with Activant Ventures Advisors III, LLC hold 1,226,125 Class B shares (27%); Sarracino may be deemed to have beneficial ownership; disclaims beneficial ownership/pecuniary interest except to extent of economic interest |
Expertise & Qualifications
- High-growth technology investor and board-experienced director; extensive board service across “over a dozen public and private companies.”
- Audit and financial oversight credentials; designated audit committee financial expert.
- Education: B.B.A. Finance (Southern Methodist University); M.B.A. (Wharton).
Equity Ownership
| Class | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A | 1,298,331 | 14% | As of April 15, 2025 |
| Class B (via Activant affiliates) | 1,226,125 | 27% | Entities affiliated with Activant Ventures Advisors III, LLC; Sarracino may be deemed to have beneficial ownership but disclaims |
| Hedging/Pledging | — | — | Insider trading policy prohibits hedging/monetization transactions; pledging policy referenced but not detailed in narrative |
Insider Trades and Section 16 Compliance
| Year | Late Form 4 Transactions | Late Form 4 Reports |
|---|---|---|
| 2024 | 2 | 2 |
Governance Assessment
- Strengths: Independent director; chairs Audit Committee and is an SEC-defined audit committee financial expert, enhancing oversight of financial reporting, controls, and related party review.
- Engagement: Committee leadership across Audit, Compensation, and Governance; participated in a Board with robust evaluation and executive sessions; met attendance threshold (≥75%) and attended the annual meeting.
- Alignment: Significant beneficial equity exposure (14% of Class A) plus economic ties to sizeable Class B holdings via Activant affiliates can align incentives with shareholders. He receives cash-only director pay (no equity in 2024), which reduces pay-for-performance risk but relies on outside ownership for alignment.
- Potential conflicts and red flags:
- Shareholder interlock: As principal of Activant Ventures Advisors III, LLC, which is affiliated with 27% of Class B, he may be deemed to have beneficial ownership (disclaimed), creating potential conflicts around capital structure/voting dynamics; Board nevertheless deems him independent.
- Late Section 16 filings in 2024 (two transactions, two reports) indicate administrative control risk; company attributes delays to inadvertent errors.
- Company maintains multiple related-party arrangements with entities affiliated to the CEO; Audit Committee oversees related person transactions and the company applies a formal related-party transaction policy. Audit chairmanship places accountability on Sarracino to enforce arm’s-length discipline amid disclosures that some agreements were “not structured at arm’s length.”
- Policy safeguards: Insider trading policy prohibits hedging/monetization; Board evaluation and governance guidelines emphasize independence and committee effectiveness.