Founder Vishal Garg retakes Better Home & Finance board and removes interim CEO

Boardroom Alpha · Executive Brief

Founder Vishal Garg has retaken the board of Better Home & Finance (BETR). Holders of 52% of the votes outstanding removed five of its seven directors without cause, including the chair and the interim CEO, by written consent, a vote taken without a meeting, the company said in an 8-K filed after the close on October 6. Garg and his group delivered the consents on September 30. With one more director resigning, Garg was left as the only director; on October 5 he appointed four new ones, and the new board removed Daniel Lewis as interim CEO the same day. Better has no CEO while it looks for a successor.

Garg left the CEO job on August 3. The 8-K said he “stepped down,” and the company’s release said the change was “mutually agreed”; the board later said it had voted to move him out after actions that, “in the Board’s view,” raised concerns about his “judgment, temperament and credibility.” He took his case to shareholders and won with more than his own votes. By our estimate his shares, mostly Class B stock with three votes a share, made up about 17.9% of the votes on the record date. Activant Capital, whose founder, Steven Sarracino, is now a director, held about 14% and had said it intended to consent; other holders supplied about a fifth of all votes.

Now the new board has to deliver the plan Garg put to shareholders. His 90-day plan calls for $2 billion in quarterly funded loans, cutting monthly cash burn “from approximately $4 million to $0,” selling the UK bank within 30 days of the board change, a $30 million buyback and an outside search for a CEO. The new board moved the same day it was seated, removing the interim CEO and beginning a search for a successor. Better’s stock has lost 81.5% over the past year, against a gain of 17% for the S&P 500; it had already fallen 55% before Garg’s exit.

Questions for the board

1. Who will run Better, and who will oversee it?

The board “has commenced a process to identify and appoint a successor Interim Chief Executive Officer,” the 8-K says. Garg’s group said on September 30 that it would hire an interim CEO from a large advisory firm and that Garg “will serve as Head of Product, Platform, and Innovation.” Neither appointment has been filed yet.

Oversight is the other half. Of the five directors, Paula Tuffin is the general counsel and Nicholas Calamari an employee, and Garg was CEO until August, so by our reading of Nasdaq’s rules none of the three counts as independent. Garg’s group called Bing Gordon and Sarracino independent candidates; the company has not yet made that finding, and it says committee assignments will follow in an amended 8-K. Nasdaq requires an audit committee of at least three independent directors, so the board will need to add at least one; Nasdaq rules allow a period to regain compliance, and Better said in August that it expected to be eligible for one.

2. Can the plan be funded?

The plan’s $2 billion a quarter in loans compares with about $1.2 billion a quarter in 2025, and its $30 million buyback with $102.3 million of cash at June 30. Its three warehouse lines, the short-term credit it uses to fund mortgages until they are sold, had $454 million drawn of $850 million and mature between January and April 2027. Its August guidance was for an adjusted EBITDA loss of $15 million to $18 million in the third quarter. The old board’s special committee called it “grandiose promises that lack a credible foundation.”

3. How will the board settle the fight’s loose ends?

Better’s severance plan and its 2023 and 2026 equity plans treat the original directors losing their majority as a change in control, but new directors approved by two-thirds of the incumbents count as incumbents unless they joined “as a result of” a solicitation by anyone other than the board. Garg, the only remaining incumbent, appointed all four new directors, two of them his announced candidates, and the company has not said whether a change in control has occurred. If one has, unvested restricted stock under the 2026 inducement plan, including part of the CFO’s 110,000-unit grant, would vest for holders still employed; Tuffin, now a director, is in the severance plan.

The other threads are legal. Better sued Garg in federal court on August 18 under the disclosure and proxy rules; on August 31, according to a HousingWire report Garg filed, the judge declined to halt the solicitation without ruling on the merits, and no filing says what has become of the suit since. Garg’s sealed Delaware suit challenges the poison pill the board’s special committee adopted on August 20. And on September 23 the committee said it had opened an investigation into “credible and serious allegations,” brought by counsel for a former employee, that Garg had been “seeking to exchange” company interests with former employees for their consents; it said they would raise fiduciary issues “if true.” The next day Garg’s group accused the board of “leveling specious allegations to distract shareholders.” All of the committee’s members have since left the board, and no filing says whether the inquiry continues.

Our view

Garg won under the rules Better’s charter sets, with support beyond his own votes, and the new board has moved quickly. Some gap between a board change and a full team was always going to come with a founder retaking control mid-year. What matters now is how fast it closes.

The plan Garg put to shareholders is specific, and that is the right yardstick. The board should name an interim CEO, add independent directors and fill its committees, say whether it considers a change in control to have occurred, and report against the 90-day targets: loan volume, cash burn, the UK bank sale and the buyback.

Counterpoints

• The special committee said most of Garg’s “claimed support” came “from his own super-voting shares and those of a small number of long-time allies.” The final tally, 13.63 million votes, was close to the 13.53 million Garg had listed in August as coming from himself, Activant, a few named holders and groups of employees and smaller holders.
• Two of three proxy advisors recommended against Garg’s proposals; one said “the board’s decision to part ways with [Mr. Garg] appears defensible,” as quoted by the company, though another, as quoted by Garg’s group, said “the governance record provides legitimate grounds for criticism of the incumbent board.”
• Better lost more than $1.5 billion from 2022 while Garg was CEO, the old board said, and the stock fell more than 90% from the SPAC merger’s close, a measure that includes the first day’s drop.
• Garg’s group says the old board removed him “in a hastily and ill-conceived manner,” and that the stock’s drop the next day (36.7% by our data) followed that decision; the company later tied the drop to “disappointing” preliminary second-quarter results released the same day.
• Funded loan volume rose from a low of $3 billion in 2023 to $4.74 billion in 2025, and annual net losses narrowed from $877 million in 2022 to $166 million in 2025.

What to watch

• Coming weeks
  An interim CEO, independence findings for the new directors and the amended 8-K on committee seats.
• Mid-November
  Third-quarter results and 10-Q: results against the August guidance, the first read on the 90-day plan, any change-in-control disclosure and the UK bank sale.
• Nov. 20
  Lead-plaintiff deadline in a securities class action announced by plaintiffs’ firms, covering buyers from March 13 to May 7, 2026.
• Jan.–April 2027
  The three warehouse lines come up for renewal.
• 2027 annual meeting
  The poison pill expires, and shareholders vote on the board Garg appointed.

Sources: Better’s SEC filings and both sides’ consent solicitation materials as linked, and Boardroom Alpha data, as of October 6, 2026. Returns are total returns compared with the S&P 500. Voting-power figures for the Garg Group and Activant are our estimates from the record-date share counts; the certified results do not break down consents by holder. Boardroom Alpha is an independent research and analytics company and does not invest. This brief is for information only and is not investment advice or a proxy solicitation.