Vishal Garg wins proxy fight, retakes Better board

Vishal Garg has retaken the reins at Better Home & Finance Corp. after a successful consent solicitation led to the ouster of five board directors.

Garg, the company’s founder, had been terminated from his CEO and board chair roles on Aug. 3. On Monday, he announced the final certification from the independent inspector of election, confirming that 52.02% of shareholders supported removing the five sitting board members.

Those ousted were board chair Harit Talwar, interim CEO Daniel Lewis, and directors Arnaud Massenet, Bhaskar Menon and Prabhu Narasimhan.

According to a statement from Garg and The Garg Group, Better’s special board committee “has decided to heed the will of shareholders who voted to remove five incumbent directors.”

The Garg Group also announced that the Better board has been reduced from nine seats to five. Garg, as the sole remaining director, appointed Silicon Valley venture capitalists Bing Gordon and Steven Sarracino to the board, along with two current company employees.

The new board is taking steps to dismiss outstanding federal litigation against Garg, and also to remove a shareholder rights plan. Commonly known as a “poison pill,” that defensive tactic is used by companies to protect against a takeover.

According to Garg, only 1.7% of corporate proxy disputes seeking to replace the board of a public company were successful over the past decade.

“Overcoming 50-to-1 odds to replace a public company board is a tremendous vote of confidence from our shareholders,” Garg said in a press release.

‘Better 2.0’

A spokesperson representing Garg described a 90-day plan to launch “Better 2.0,” telling Scotsman Guide it “focuses on restoring growth and profitability,” including reducing costs and progress toward the sale of Birmingham Bank.

“The plan calls for using proceeds from the proposed sale, cost savings and revenue growth to support a share repurchase program, subject to applicable requirements and market conditions,” they added.

When asked if Better’s reputation has been damaged by the proxy battle, the spokesperson said, “We can acknowledge that the dispute created uncertainty. We recognize that rebuilding trust takes transparency, execution and clear results, and that is why it’s the focus of Better 2.0.”

In September, Garg told Scotsman Guide that he had set a 90-day timeline for finding a permanent CEO. With Lewis removed, The Garg Group said it has identified an interim candidate for the position and is working to finalize their engagement. The interim candidate is not under consideration for the permanent role, the spokesperson said.