Better Home & Finance (BETR) Proxy filing summary

Executive summary

• Special Committee recommends shareholders reject Vishal Garg’s consent solicitation to remove five directors and return himself to leadership, citing significant governance and credibility risks.

• Independent AI-driven proxy analyses unanimously advise supporting the incumbent Board, highlighting Garg’s poor financial track record and procedural deficiencies.

• New leadership is executing a focused strategy centered on disciplined execution, cost reduction, and leveraging proprietary AI technology for long-term value creation.

• The company is prioritizing partner-led distribution, HELOC product expansion, and standardized technology deployment to drive profitable growth.

Voting matters and shareholder proposals

• Shareholders are urged to sign and return the WHITE consent revocation card to oppose Garg’s campaign.

• Garg’s solicitation is criticized for failing to name replacement directors and for making misleading claims about majority support.

• The Board’s defensive measures, including a rights plan, are deemed proportionate and not entrenchment tactics.

Board of directors and corporate governance

• Garg’s proposal could result in him gaining unilateral control of the Board, raising acute concentration-of-control risks.

• The Board (excluding Garg) unanimously determined Garg was unfit to serve as CEO due to value destruction and leadership failures.

• Special Committee members have significant industry experience, including former leaders from Fannie Mae, BlackRock, and Goldman Sachs.