Vishal Garg
About Vishal Garg
Vishal Garg, age 47, is the Chief Executive Officer and a director of Better Home & Finance Holding Company (BETR). He founded Better in 2015 and has served as CEO since inception; he has served on BETR’s board since the August 2023 business combination . Garg holds a B.S. in Finance and International Business from New York University . Under his tenure, 2024 Funded Loan Volume grew ~19% YoY to $3.6B, revenue rose ~50% YoY to $108.5M, and net loss narrowed to $206.3M from $536.4M in 2023, reflecting cost discipline and product expansion despite higher rates .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Better (Pre-Business Combination) | Founder & CEO | 2015–Aug 2023 | Built digital-first mortgage/real estate platform and core Tinman tech; scaled origination; led SPAC combination |
| 1/0 Capital | Founding Partner | 1999–present | Created/invested in consumer finance and tech ventures; affiliated entities interact with Better (data/IT services) |
| Entrepreneur (prior) | Various | pre-2015 | Consumer finance entrepreneurship experience leveraged for Better’s D2C/B2B strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 1/0 Capital LLC (and affiliates) | Founding Partner/Manager | 1999–present | Provides data analytics/IT services to Better; low dollar volume but creates related-party exposure |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 750,000 | 750,000 |
| Annual Bonus ($) | 4,850,000 (initial Transaction Bonus installment) | — (no annual bonus paid) |
| All Other Compensation ($) | 810 | 810 |
Narrative: Garg did not have an employment agreement; his base salary is set by the Board . For 2024, the Board paid no CEO annual bonus; target was set by the Board but payout remained “—” . In 2023, he received a Transaction Bonus of $9.7M, paid 50% promptly after agreement and the remaining 50% contingent on achieving two consecutive quarters of positive non-GAAP operating cash flow by Sept 30, 2028 (else forfeited) .
Performance Compensation
| Component | Metric | Target/Trigger | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Transaction Bonus (2023) | Non-GAAP operating cash flow | Achieve two consecutive quarters positive by 9/30/2028 | 50% paid at entry (Garg $4.85M); remaining 50% contingent and forfeitable if not achieved | 50% paid within 15 days of agreement; remaining 50% paid within 15 days after quarter when retention metric achieved |
| Equity Incentives (2024) | N/A | No CEO grants in 2024 | — | — |
Notes:
- No PSU/RSU grants to CEO in 2023–2024; compensation mix shifted away from equity to fixed cash and a transaction-linked bonus .
- Company adopted a clawback policy (Dec 1, 2023) for incentive comp tied to financial measures in the event of restatement (three-year lookback) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | Entities affiliated with Vishal Garg beneficially own 1,915,965 Class B shares (42% of Class B) |
| Class B Voting | Class B carries 3 votes per share; Class A carries 1; Class C non-voting |
| Options (beneficial ownership footnote) | 24,453,110 currently exercisable options to purchase Class B shares held by Garg (per Schedule 13D/A cross-reference) |
| Outstanding Awards (12/31/2024) | 366,788 options@ $55.93, exp. 8/21/2029 (fully vested); 19,348 options@ $447.455, exp. 8/21/2029 (fully vested) |
| RSUs | None outstanding for Garg at FY-end 2024 |
| Hedging/Pledging Policy | Insider policy prohibits hedging/monetization transactions (collars, swaps, exchange funds); pledging policy referenced, but specific pledging allowances not disclosed in proxy excerpt |
Observations:
- Garg’s voting influence is amplified via Class B super-voting shares .
- 2019 grants are fully vested, potentially increasing liquidity flexibility; no new equity in 2023–2024 reduces near-term forced selling from vesting .
- Company reports late Section 16 filings in 2024 including Garg (3 transactions, 3 reports) due to inadvertent administrative errors .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment Agreement | None; CEO not party to an employment agreement |
| Base/Bonus Governance | Board sets base and target bonus; actual payout discretionary (none paid for 2024) |
| Change-in-Control Severance | Two-trigger window: if terminated without Cause or for Good Reason from 3 months pre- to 12 months post-CoC, CEO receives 2x base salary, pro-rated target bonus, up to 18 months medical, and full accelerated vesting of all equity (performance deemed at 100% of target) upon termination |
| Clawbacks | SEC/Nasdaq-compliant clawback for incentive comp tied to financial reporting (three-year lookback) |
| Non-compete/Non-solicit | Not disclosed for CEO; standard Confidentiality/Restrictive covenants detailed for other NEOs |
Change-of-control economics imply significant acceleration and cash multiples if a strategic event coincides with separation, aligning with typical founder-CEO protections .
Board Governance
- Role/Independence: Garg is CEO and a director; Board determined he is not independent under Nasdaq rules .
- Board leadership: Chairman is Harit Talwar; CEO and Chair roles are separated (Board views separation as governance best practice) .
- Committees (2024 membership): Garg is not listed on Audit, Compensation, or Corporate Governance & Nominations Committees. Committee leaders/members included Talwar, Sarracino, Farello, Narasimhan, Massenet .
- Board activity: Board held seven meetings in 2024; each director attended ≥75% of board and committee meetings; all directors attended the 2024 Annual Meeting .
- Special Committee: A 2024 Special Committee evaluated SoftBank’s note proposal; Garg was excluded due to potential conflict from a personal side letter indemnity arrangement .
Related-Party Transactions and Red Flags
- Data/Tech Services: Agreements with TheNumber, LLC (affiliated with CEO) and 1/0 Capital; expenses $1.0M (2024), $0.8M (2023); payables recorded . Additional services from 1/0 Capital LLC and Zethos Inc ("True Work"): $120.4k (2024), $165.9k (2023) .
- Notable Finance LLC: Historical consumer lending/line-of-credit arrangements with entity majority owned by CEO and 1/0 Real Estate; Better ceased offering products in 2024; $4.2M loans purchased remain on balance sheet at 12/31/2024; impairment of $0.2M capitalized software .
- Employee Loan Program: CEO previously held $41,029,200 partial recourse loans to early-exercise options; terminated at SPAC closing via repurchase/forfeiture of collateral shares; similar terminations for other NEOs .
- SoftBank Note Exchange (2025): Company exchanged $533.9M 1% Convertible Notes for $155M 6% Senior Secured Notes due 2028 plus $110M cash payment; broad covenants/redemption terms .
- CEO Side Letter with SB Northstar: Garg personally agreed to indemnify SB Northstar for losses and may receive gains on Convertible Note; could divert attention and potentially force share sales to meet obligations, pressuring stock .
Risk indicators:
- Three ongoing material weaknesses, including “tone at the top” related to CEO actions; limited accounting capacity and valuation controls weaknesses .
- Litigation involving CEO from prior ventures; April 2024 jury verdict against Garg (post-trial motions pending); separate case on corporate waste scheduled for trial July 2025; negative publicity risk and potential licensing impacts .
- Highly regulated environment with extensive consumer finance exposure; emphasis on Fannie/Freddie dependence and interest-rate sensitivity .
Performance & Track Record
- Product/Tech: Launched “One Day Mortgage” and voice AI assistant Betsy to compress cycle times and improve conversion; Tinman platform underpins automation and data-driven underwriting .
- Financial trajectory: 2024 revenue $108.5M (+50% YoY), net loss $206.3M (improved from $536.4M 2023); Funded Loan Volume $3.6B (+19% YoY) .
- Strategic shifts: Wound down Ally integrated relationship; launched “NEO Powered by Better” distributed retail channel with ~110 loan officers by March 2025 .
Board Service History and Dual-Role Implications
- Service: Director since SPAC Closing (Aug 2023); CEO since 2015 .
- Committees: None (not independent) .
- Dual-role implications: Separation of Chair and CEO mitigates concentration of power; however, non-independence, related-party dealings, and the SoftBank side letter raise governance/independence concerns (Special Committee exclusion underscores conflict-management practices) .
Investment Implications
- Alignment: Super-voting Class B ownership and fully vested options give Garg significant control and liquidity flexibility; lack of 2024 equity grants and no vesting RSUs reduce near-term selling pressure, but personal SoftBank side letter could create forced-selling scenarios and headline risk .
- Pay-for-performance: 2024 CEO pay is entirely fixed salary with no bonus or equity; 2023 Transaction Bonus’s second tranche is tied to positive operating cash flow, aligning incentives to operational cash generation, but payouts are discretionary/Board-governed and contingent until achieved .
- Retention/Change-in-Control: Strong CoC protection (2x base, 100% equity vest acceleration) suggests retention focus; could be costly in a strategic event but standard for founder-CEO profiles .
- Governance risk: Related-party transactions, late Section 16 filings, and material weaknesses (tone at the top) elevate governance and control-risk premia; mitigation includes separated Chair/CEO structure, MECC, and enhanced compliance reporting .
- Execution: Positive revenue and volume momentum in 2024 with AI/Tinman initiatives; macro-rate sensitivity and GSE dependencies remain core risks to margin/volume; litigation/PR overhang and SoftBank capital structure actions may drive trading volatility .