Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and our President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based on this evaluation, our Chief Executive Officer and our President and Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective because of the previously disclosed material weaknesses in our internal control over financial reporting described below.
Notwithstanding the material weaknesses in our internal control over financial reporting, we have concluded that the consolidated financial statements included in this Annual Report fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.
Previously Reported Material Weaknesses in Internal Control over Financial Reporting
While preparing the consolidated financial statements included in this Annual Report, our management concluded that the following material weaknesses in internal control over financial reporting, previously reported as of December 31, 2022, were not fully remediated as of December 31, 2023:
• The Company determined that certain actions taken by our CEO failed to set a tone at the top that supported a strong culture of internal controls based on the criteria established by the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), which requires the Company to demonstrate a commitment to integrity and ethical values, and for management to establish structures, reporting lines, and appropriate authorities and responsibilities.
• The Company did not maintain an effective control environment nor did it implement proper control activities required by the COSO Framework due to the limited number of accounting personnel with relevant experience and sufficient capacity.
• The Company previously identified a material error in a valuation provided by a third-party due to the limited number of accounting personnel with relevant experience and sufficient capacity to review the valuation.
Remediation of Previously Reported Material Weaknesses
With oversight from the Audit Committee of the Company’s board of directors and input from the Company’s board of directors, management is in the process of designing and implementing changes in processes and controls to remediate the material weaknesses described above. The measures we have taken and plan to take to remediate the identified material weakness and further evolving our accounting processes include:
• An independent management and ethics committee has been established to evaluate the control environment including review of ethical concerns, whistleblower concerns, and related party arrangements with periodic reporting to the Board.
• Company-wide training associated with ethics and compliance has been implemented.
• Management positions have been created to monitor the company’s culture and oversee operations.
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• We have developed an organizational structure and specific roles within accounting designed to ensure specific and relevant expertise is in place to address pervasive concerns associated with deficiencies to the internal control over financial reporting environment and also to provide oversight and expertise for complex accounting transactions where the work of third party expertise is included in the control processes. Three experienced accounting personnel have been onboarded in 2023 and the first quarter of 2024 who are, and have been, evaluating and redesigning processes and procedures designed to achieve effective internal controls.
We may modify our remediation plan and may implement additional measures as we continue to review, optimize and enhance our financial reporting controls and procedures in the ordinary course. We will consider the material weaknesses remediated after the applicable controls operate for a sufficient period of time, and management has concluded, through testing, that the controls are designed and operating effectively.
Management’s Report on Internal Control over Financial Reporting
As disclosed elsewhere in this Annual Report, we completed the Business Combination in August 2023. Prior to the Business Combination, our predecessor Aurora was a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses. As a result, and due to the timing of the Business Combination, management was unable, without incurring unreasonable effort or expense, to complete an assessment of our internal control over financial reporting as of December 31, 2023. Accordingly, we are excluding management’s report on internal control over financial reporting pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations.
Changes in Internal Control over Financial Reporting
Other than in connection with the implementation of the remedial measures described above, during the three months ended December 31, 2023, the Company has not identified any changes in internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.
Item 9B. Other Information
During the three months ended December 31, 2023, no director or executive officer of the Company entered into , modified or terminated any contract, instruction or written plan for the purchase or sale of the Company’s securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or that constituted a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K). However, certain of our directors or officers have made, and may from time to time make, elections to have shares withheld to cover withholding taxes or pay the exercise price of options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements.
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections.
Not applicable.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
Except as noted below, the information required by Item 10 is incorporated herein by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders.
Information About Our Executive Officers
The following persons are executive officers of Better Home & Finance Holding Company:
Name Position(s) Age as of March 13, 2024
Vishal Garg Chief Executive Officer 46
Kevin Ryan President and Chief Financial Officer 53
Nicholas Calamari Chief Administrative Officer and Senior Counsel 45
Paula Tuffin General Counsel, Chief Compliance Officer and Secretary 61
Vishal Garg. Mr. Garg has served as a member of our Board and Chief Executive Officer of the Company since the Closing. Mr. Garg founded Pre-Business Combination Better and served as Chief Executive Officer of Pre-Business Combination Better from its inception in 2015 until the Closing. Since 1999, Mr. Garg has served as the founding partner of 1/0 Capital, an investment holding company focused on creating and investing in businesses within consumer finance, technology and digital marketing, and which is a significant stockholder of the Company. Before this, Mr. Garg was an entrepreneur in the consumer finance industry. Mr. Garg holds a B.S. in Finance and International Business from New York University.
Kevin Ryan. Mr. Ryan has served as our President and Chief Financial Officer since the Closing. Mr. Ryan served as Chief Financial Officer of Pre-Business Combination Better from October 2020 and Interim President from March 2023 until the Closing. Prior to joining Pre-Business Combination Better, Mr. Ryan spent more than two decades at Morgan Stanley. As Managing Director of Investment Banking and Head of Banks and Diversified Finance from 2015 to October 2020, he covered large and mid-cap banks, financial technology companies, consumer finance companies and mortgage real estate investment trusts. Mr. Ryan holds a bachelor’s degree from Rutgers University and a law degree from the University of Virginia. Mr. Ryan is a member of The Economic Club of New York.
Nicholas Calamari. Mr. Calamari has served as our Chief Administrative Officer and Senior Counsel since the Closing. Mr. Calamari is a co-founder of Pre-Business Combination Better and served as Chief Administrative Officer and Senior Counsel of Pre-Business Combination Better from August 2022 until the Closing, having previously served as General Counsel from its inception in March 2015 until June 2022. Since March 2015, Mr. Calamari has served as the General Counsel and a senior partner of 1/0 Capital, a significant stockholder of the Company. Prior to this, he was an attorney at Quinn Emanuel Urquhart & Sullivan, LLP. Mr. Calamari holds a B.A. from Dartmouth College and a J.D. from Fordham University School of Law.
Paula Tuffin. Ms. Tuffin has served as our General Counsel, Chief Compliance Officer and Secretary since the Closing. Ms. Tuffin served as General Counsel, Chief Compliance Officer and Secretary of Pre-Business Combination Better from May 2016 until the Closing. Prior to joining Pre-Business Combination Better in 2016, she served as senior litigation counsel at the CFPB in the Enforcement Bureau. Prior to joining the CFPB in 2013, Ms. Tuffin was a litigation partner at Mayer Brown. Ms. Tuffin holds a B.A. from Williams College and a J.D. from Harvard Law School.
Item 11. Executive Compensation
The information required by Item 11 is incorporated herein by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
Except as noted below, the information required by Item 12 is incorporated herein by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders.
Equity Compensation Plan Information
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The following table provides information as of December 31, 2023, concerning shares of Class A Common Stock and Class B Common Stock issuable under the Company’s equity compensation plans.
Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders
Class A Common Stock — (1)
— 115,165,642 (2)(3)
Class B Common Stock 46,752,063 (4)
$1.4983 (5)
— (6)
Equity compensation plans not approved by security holders — — —
Total 46,752,063 $1.4983 115,165,642
(1) No awards were granted under the Better Home & Finance Holding Company 2023 Equity Incentive Plan (the “2023 Plan”) as of December 31, 2023 and no initial offering period has commenced under the Better Home & Finance 2023 Employee Stock Purchase Plan (the “ESPP”).
(2) Consists of 99,051,703 shares of Class A Common Stock remaining available for future issuance under the 2023 Plan and 16,113,939 shares of Class A Common Stock remaining available for future issuance under the ESPP, as of December 31, 2023. Any shares subject to an award granted under the 2023 Plan, the Better Holdco, Inc. 2017 Equity Incentive Plan (the “2017 Plan”) or the Better Holdco, Inc. 2016 Equity Incentive Plan (the “2016 Plan”) that terminates, expires or lapses for any reason or any such award which is settled in cash without the delivery of shares will again be available for future grants under the 2023 Plan. Further, to the extent shares are tendered or withheld to satisfy the grant, exercise price or tax withholding obligation with respect to any award under the 2023 Plan, such tendered or withheld shares will be available for future grants under the 2023 Plan.
(3) The number of shares of Class A Common Stock available under the 2023 Plan is subject to an annual increase on the first day of each fiscal year beginning in 2024 and ending in 2033, equal to the lesser of (i) 5% of the shares of Class A Common Stock outstanding on an as-converted basis as of the last day of the immediately preceding fiscal year and (ii) such smaller number of shares of Class A Common Stock as determined by the Board or the compensation committee of the Board. The number of shares of Class A Common Stock available under the ESPP is subject an annual increase on the first day of each fiscal year beginning in 2024 and ending in 2033, equal to the lesser of (i) 1% of the shares of Class A Common Stock outstanding on an as-converted basis as of the last day of the immediately preceding fiscal year and (ii) such number of shares of Class A Common Stock as determined by the Board. In December 2023, the Board determined to forego the evergreen automatic increases for 2024 under each of the 2023 Plan and the ESPP.
(4) Consists of 169,090 shares of Class B Common Stock underlying options granted under the 2016 Plan and 46,582,973 shares of Class B Common Stock underlying options and RSUs granted under the 2017 Plan.
(5) The weighted-average exercise price shown in the column above relates only to the shares of Class B Common Stock issuable upon the exercise of outstanding incentive stock options and non-qualified stock options granted under the 2016 Plan and the 2017 Plan.
(6) There are no securities that remain available for future issuance under the terms of the 2016 Plan and the 2017 Plan.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by Item 13 is incorporated herein by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders.
Item 14. Principal Accounting Fees and Services
The information required by Item 14 is incorporated by reference to our Proxy Statement for the 2024 Annual Meeting of Stockholders.
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Part IV
Item 15. Exhibits and Financial Statements Schedules.
(a) The following documents are filed as part of this Annual Report:
(1) Financial Statements. The financial statements are set forth in Item 8. “Financial Statements and Supplementary Data” in this Annual Report.
(2) Financial Statement Schedules. Schedules not filed herewith called for under Regulation S‑X are omitted because of the absence of conditions under which they are required, they are included in the Consolidated Financial Statements, Notes to the Consolidated Financial Statements, elsewhere in this Annual Report or are not material.
(3) Exhibits. The following list of exhibits includes exhibits submitted with this Annual Report as filed with the SEC and those incorporated by reference to other filings.
Incorporated by Reference
Exhibit Description Form Exhibit Filing Date
2.1* Agreement and Plan of Merger, dated as of May 10, 2021, by and among Aurora Acquisition Corp., Aurora Merger Sub I, Inc. and Better Holdco, Inc.
8-K 2.1 May 14, 2021
2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 27, 2021, by and among Aurora Acquisition Corp., Aurora Merger Sub I, Inc. and Better Holdco, Inc.
8-K 2.1 October 29, 2021
2.3 Amendment No. 2 to the Agreement and Plan of Merger, dated as of November 9, 2021, by and among Aurora Acquisition Corp., Aurora Merger Sub I, Inc. and Better Holdco, Inc.
S-4/A 2.4 November 12, 2021
2.4 Amendment No. 3 to the Agreement and Plan of Merger, dated as of November 30, 2021, by and among Aurora Acquisition Corp., Aurora Merger Sub I, Inc. and Better Holdco, Inc.
8-K 2.1 December 2, 2021
2.5 Amendment No. 4 to the Agreement and Plan of Merger, dated as of August 26, 2022, by and among Aurora Acquisition Corp., Aurora Merger Sub I, Inc. and Better Holdco, Inc.
8-K 2.1 August 29, 2022
2.6 Amendment No. 5 to the Agreement and Plan of Merger, dated as of February 24, 2023, by and among Aurora Acquisition Corp., Aurora Merger Sub I, Inc. and Better Holdco, Inc.
8-K 2.1 March 2, 2023
2.7 Amendment No. 6 to the Agreement and Plan of Merger, dated as of June 23, 2023, by and among Aurora Acquisition Corp., Aurora Merger Sub I, Inc. and Better Holdco, Inc.
8-K 2.1 June 26, 2023
3.1 Amended and Restated Certificate of Incorporation of Better Home & Finance Holding Company
3.2 Bylaws of Better Home & Finance Holding Company
8-K 3.2 August 25, 2023
4.1* Warrant Agreement, dated as of March 3, 2021, by and between Aurora Acquisition Corp. and Continental Stock Transfer & Trust Company
S-4/A 4.4 July 24, 2023
4.2 Assignment, Assumption and Amendment Agreement, dated as of August 22, 2023, by and among Better Home & Finance Holding Company, Computershare Trust Company, N.A. and Computershare Inc.
8-K 4.2 August 28, 2023
4.3 Indenture, dated as of August 22, 2023, by Better Home & Finance Holding Company, the Subsidiary Guarantors signatory thereto, and GLAS Trust Company LLC.
8-K 10.3 August 28, 2023
4.4 Description of Securities
10.1 Amended and Restated Registration Rights Agreement, dated as of August 22, 2023, by and among Better Home & Finance Holding Company, Novator Capital Sponsor Ltd., and certain persons signatory thereto.
8-K 10.1 August 28, 2023
10.2 Joinder Agreement, dated as of October 11, 2023, by and between Better Home & Finance Holding Company, SVF II Beaver (DE) LLC, and SB Northstar LP.
S-1 10.29 October 12, 2023
10.3 Novator Exchange Election Agreement, dated as of August 22, 2023 by and among Better HoldCo, Inc., Novator Capital Sponsor Ltd. and Aurora Acquisition Corp.
8-K 10.2 August 28, 2023
10.4# Form of Indemnification Agreement by and between Better Home & Finance Holding Company and each of its directors and executive officers.
8-K 10.4 August 28, 2023
10.5# Better Holdco Inc. 2016 Equity Incentive Plan
S-1 10.5 October, 12 2023
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Incorporated by Reference
Exhibit Description Form Exhibit Filing Date
10.6# Form of Better Holdco Inc. 2016 Equity Incentive Plan Option Agreement
S-1 10.6 October, 12 2023
10.7# Better Holdco Inc. 2017 Equity Incentive Plan
S-1 10.7 October, 12 2023
10.8# Form of Better HoldCo Inc. 2017 Equity Incentive Plan RSU Agreement (Double-Trigger Vesting)
S-1 10.8 October, 12 2023
10.9# Form of Better HoldCo Inc. 2017 Equity Incentive Plan RSU Agreement (Single-Trigger Vesting)
S-1 10.9 October, 12 2023
10.10# Form of Better HoldCo Inc. 2017 Equity Incentive Plan Stock Option Agreement
S-1 10.1 October, 12 2023
10.11# Form of Better HoldCo Inc. 2017 Equity Incentive Plan Stock Option Agreement (Early Exercise)
S-1 10.1 October, 12 2023
10.12# Better Home & Finance Holding Company 2023 Incentive Equity Plan
8-K 10.5 August 28, 2023
10.13# Form of Better Home & Finance Holding Company 2023 Incentive Equity Plan RSU Agreement
S-1 10.13 October, 12 2023
10.14# Form of Better Home & Finance Holding Company 2023 Incentive Equity Plan Option Agreement
S-1 10.14 October, 12 2023
10.15# Better Home & Finance Holding Company 2023 Employee Stock Purchase Plan
8-K 10.6 August 28, 2023
10.16 Amendment No. 2 to SB Northstar Subscription Agreement, dated as of August 21, 2023
8-K 10.1 August 23, 2023
10.17# Employment Agreement, dated as of April 5, 2022, between Better Holdco, Inc. and Kevin Ryan.
S-4/A 10.24 July 24, 2023
10.18# Employment Agreement, dated as of October 18, 2022, between Better Holdco, Inc. and Nicholas J. Calamari.
S-4/A 10.25 July 24, 2023
10.19# Employment Agreement, dated as of October 18, 2022, between Better Holdco, Inc. and Paula Tuffin
S-4/A 10.26 July 24, 2023
10.20 Convertible Notes Side Letter, dated November 30, 2021 between SB Northstar and Vishal Garg.
S-4/A 10.27 July 24, 2023
10.21# Chairman Agreement, dated as of April 27, 2022, between Better Holdco, Inc. and Harit Talwar.
S-4/A 10.30 July 24, 2023
10.22# Loan Termination Agreement, dated as of August 21, 2023, between Better Holdco, Inc. and Vishal Garg.
8-K 10.15 August 28, 2023
10.23# Loan Termination Agreement, dated as of August 21, 2023, between Better Holdco, Inc. and Kevin Ryan.
8-K 10.16 August 28, 2023
10.24# Loan Termination Agreement, dated as of August 21, 2023, between Better Holdco, Inc. and Paula Tuffin.
8-K 10.17 August 28, 2023
10.25 Sponsor Purchase Subscription Agreement, dated as of August 22, 2023, by and between Better Home & Finance Holding Company and Novator Capital Sponsor, Ltd.
8-K 10.18 August 28, 2023
10.26# Form of Transaction Bonus Agreement
8-K
10.1 September 29, 2023
10.27 Founder Side Letter, dated as of May 10, 2021, by and between Better Home & Finance Holding Company and Vishal Garg (included as Annex M to the Form S-4/A)
S-4/A 10.16 July 24, 2023
10.28 Better Holder Support Agreement, dated as of May 10, 2021, by and among the Registrant, Better Holdco, Inc. and the persons set forth on Schedule I thereto (included as Annex F to the proxy statement/prospectus)
S-4/A 10.2 July 24, 2023
10.29# Better Holdco, Inc. Executive Change in Control Severance Plan
10.30# Amendment to Employment Agreement, dated March 29, 2024, between Kevin Ryan and Better Home & Finance Holding Company
21.1 List of subsidiaries of Better Home & Finance Holding Company
23.1 Consent of Deloitte & Touche LLP
24.1 Powers of Attorney (included on signature page hereto).
31.1 Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Incorporated by Reference
Exhibit Description Form Exhibit Filing Date
32.2** Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1 Better Home & Finance Holding Company Clawback Policy
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained Exhibit 101)
__________________
* Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
** Furnished herewith. These exhibits shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
# Indicates management contract or compensatory arrangement
Item 16. Form 10-K Summary
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BETTER HOME & FINANCE HOLDING COMPANY
(Registrant)
Dated: April 8, 2024 By: /s/Kevin Ryan
Name: Kevin Ryan
Title: President and Chief Financial Officer
(on behalf of the Registrant and as the Registrant’s Principal Financial Officer and Principal Accounting Officer)
Each person whose individual signature appears below hereby authorizes and appoints Kevin Ryan and Paula Tuffin, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue thereof.
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/Vishal Garg Chief Executive Officer and Director (Principal Executive Officer) April 8, 2024
Vishal Garg
/s/Kevin Ryan President and Chief Financial Officer (Principal Financial and Principal Accounting Officer)
April 8, 2024
Kevin Ryan
/s/Harit Talwar Director and Chairman of the Board of Directors April 8, 2024
Harit Talwar
/s/Michael Farello Director April 8, 2024
Michael Farello
/s/Steven Sarracino Director April 8, 2024
Steven Sarracino
/s/
/s/Riaz Valani Director April 8, 2024
Riaz Valani
/s/Prabhu Narasimhan Director April 8, 2024
Prabhu Narasimhan
/s/Arnaud Massenet Director April 8, 2024
Arnaud Massenet
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