Better Home & Finance Holding Co
For the period ended Dec 31, 2024. Filed Apr 30, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2024 · Filed Apr 30, 2025
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DEF 14A 1 bhf-2025definitiveproxysta.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantx
Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under Rule 14a-12 |
Better Home & Finance Holding Company
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check all boxes that apply):
| x | No fee required |
|---|---|
| o | Fee paid previously with preliminary material |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of 2025 Annual Meeting of Stockholders
and Proxy Statement
| Better.com | 1 World Trade Center285 Fulton Street, 80th Floor Suite ANew York, NY 10007 |
Dear Fellow Stockholders,
On behalf of the Board of Directors of Better Home & Finance Holding Company, I am pleased to invite you to attend the 2025 annual meeting of stockholders of Better Home & Finance Holding Company (the "2025 Annual Meeting"), to be held on Tuesday, June 10, 2025, at 12:00 p.m. Eastern Time. Our 2025 Annual Meeting will be a ‘‘virtual meeting’’ conducted exclusively online via the Internet atwww.virtualshareholdermeeting.com/BETR2025.
The Notice of 2025 Annual Meeting of Stockholders and Proxy Statement on the following pages describe the matters to be presented at the 2025 Annual Meeting. Details regarding how to attend the meeting and the business to be conducted at the 2025 Annual Meeting are more fully described in the Notice of 2025 Annual Meeting of Stockholders and Proxy Statement.
Your vote is very important. Whether you plan to attend and participate in the 2025 Annual Meeting, please be sure to vote. Voting instructions can be found on page 40 of the Proxy Statement.
On behalf of the Board of Directors and the management team, thank you for your ongoing support of and continued interest in Better Home & Finance.
Sincerely,
Harit Talwar
Chairman of the Board of Directors
April 30, 2025
Notice of 2025 Annual Meeting of Stockholders
The board of directors (the "Board") of Better Home & Finance Holding Company ("we", "us", "our", "Better", "Better Home & Finance" or the "Company") is soliciting proxies to be used at the 2025 annual meeting of stockholders (the "2025 Annual Meeting") to be held on the following date, at the following time and to be conducted in a "virtual meeting" format exclusively online, and with the following record date:
Time and Date: Tuesday, June 10, 2025, at 12:00 p.m. Eastern Time
Internet Link: www.virtualshareholdermeeting.com/BETR2025
Record Date: April 30, 2025
Stockholders will be able to examine a list of stockholders entitled to vote at the 2025 Annual Meeting on the virtual meeting website during the meeting or at our offices at 1 World Trade Center, 285 Fulton Street, 80 th Floor Suite A, New York, New York 10007 during ordinary business hours for a period of 10 days prior to the 2025 Annual Meeting for any purpose germane to the meeting. The following proposals will be voted on during the 2025 Annual Meeting:
| Proposals | |
|---|---|
| 1 | Election of the six nominees identified in the accompanying Proxy Statement to serve as directors until the next annual meeting of stockholders |
| 2 | Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025 |
| 3 | Transaction of any other business that may properly be brought before the 2025 Annual Meeting |
The Board of Directors recommends that stockholders vote FOR the election of each of the director nominees and FOR Proposal 2
Who Can Vote
Only holders of record of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and Class B common stock, par value $0.0001 per share (“Class B Common Stock”), at the close of business on April 30, 2025, will be entitled to vote at the 2025 Annual Meeting. You may vote with respect to the matters described in the Proxy Statement by following the instructions set forth in the Notice of Internet Availability of Proxy Materials (the “Notice”) or through the procedures described in the Proxy Statement.
Date of Mailing
The Proxy Statement and accompanying materials (the “Proxy Materials”) were filed with the U.S. Securities and Exchange Commission on, and we expect to first send the Proxy Materials to stockholders on or about, April 30, 2025.
Paula Tuffin
General Counsel, Chief Compliance Officer and Secretary
New York, New York
April 30, 2025
Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting to be held June 10, 2025
Table of Contents
| Our Company | 1 | Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm | 13 |
|---|---|---|---|
| About Better Home & Finance | 1 | ||
| Business Combination | 1 | Vote Required to Approve the Proposal | 13 |
| Proposal 1 - Election of Directors | 2 | Audit and Other Fees | 14 |
| Director Nominees | 2 | Audit Committee Report | 15 |
| How We Evaluate Director Nominees | 4 | Executive Compensation | 16 |
| Director Election Standards | 4 | Named Executive Officers | 16 |
| Corporate Governance | 5 | Summary Compensation Table | 16 |
| Director Independence | 5 | Narrative to Summary Compensation Table | 17 |
| Board Evaluation Process | 5 | Outstanding Equity Awards at Fiscal Year-End | 20 |
| Meetings and Committees of the Board | 6 | Executive Compensation Arrangements | 20 |
| Roles and Responsibilities of the Board and Committees | 6 | Ownership of Our Common Stock | 24 |
| Risk Oversight | 8 | Delinquent Section 16(a) Reports | 27 |
| Board Composition | 8 | Certain Relationships and Related Party Transactions | 28 |
| Director Search | 8 | Stockholders Agreements of Pre-Business Combination Better Related to the Business Combination | 28 |
| Corporate Governance Guidelines | 9 | Director and Executive Officer Borrowings of Pre-Business Combination Better | 29 |
| Our Board Leadership | 9 | Director and Officer Indemnification | 29 |
| Limitations on Liability and Indemnification | 10 | Other Related Party Transactions | 29 |
| Compensation Committee Interlocks and Insider Participation | 10 | Statement of Policy Regarding Transactions with Related Parties | 30 |
| Insider Trading Policy and Policy on Pledging and Hedging of Company Stock | 10 | Proxy Procedures and Information About the Annual Meeting | 32 |
| Code of Business Conduct and Ethics | 10 | Stockholders Entitled to Vote at the Annual Meeting | 32 |
| Director Compensation | 11 | Voting Procedures | 32 |
| Chairman Agreement with Harit Talwar | 11 | Voting Options; Quorum | 32 |
| 2024 Director Compensation Table | 12 | Revocation of Proxies | 33 |
| Solicitation of Proxies | 33 | ||
| Additional Information | 33 | ||
| Other Business | 34 | ||
| Stockholder Communications with the Board | 34 | ||
| Director Nominations | 34 | ||
| Proposals for 2025 Annual Meeting of Stockholders | 34 | ||
| Multiple Stockholders Sharing the Same Address | 35 | ||
Forward-Looking Statements
This Proxy Statement and the information and documents incorporated by reference herein contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 that reflect future plans, business strategy, estimates, beliefs and expected performance. These statements constitute forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Proxy Statement, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Proxy Statement. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements in this Proxy Statement and the associated risks, uncertainties, assumptions, and other important factors may include, but are not limited to, those factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "2024 Annual Report").
| ii | Better Home & Finance Holding Company 2025 Proxy Statement |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.