Institutional Shareholder Services recommended shareholders support Better.com's current board slate, rejecting founder and former CEO Vishal Garg's attempt to retake control of the $750 million SPAC-backed mortgage lender. The advisory firm concluded that management continuity under the existing directors carries less execution risk than reinstalling Garg, who stepped aside in 2022 after terminating 900 employees via Zoom and drawing regulatory scrutiny.
The proxy contest stems from Garg's effort to reconstitute Better's board with nominees aligned to his vision for the company's digital mortgage platform. ISS evaluated both slates and determined the incumbent directors—installed after Garg's temporary removal—have delivered measurable operational improvements including a 34% reduction in cost-per-loan and stabilization of the company's servicing book. The firm's analysis noted that Garg's proxies lack specific turnaround credentials in distressed fintech operations, a gap that matters when Better is burning roughly $15 million per quarter while attempting to reach profitability by Q4 2025.
The timing creates asymmetric stakes. Better completed its SPAC combination with Aurora Acquisition Corp in late 2023 at a drastically reduced valuation—down from a $7.7 billion private peak to under $1 billion at close. The company now competes in a mortgage origination market where rates remain elevated and purchase volume sits 38% below the 2019-2021 average. ISS's backing of the board signals institutional preference for operational discipline over founder-led repositioning, particularly when that founder's prior tenure ended in public relations damage and board-mandated coaching. Glass Lewis has not yet issued its recommendation, but the ISS position typically correlates with 60-70% of institutional voting patterns in contested proxy situations.
Allocators should monitor three items. First, the actual shareholder vote, scheduled for late May, will clarify whether retail holders—who own roughly 22% of outstanding shares—align with institutional guidance or favor Garg's narrative of innovation stalled by conservative directors. Second, Better's Q1 2025 earnings, expected in early June, will either validate the current board's cost discipline or reveal deterioration that strengthens Garg's case for strategic redirection. Third, any executive departures in the 45 days following the vote would indicate internal friction regardless of outcome, a pattern seen in 40% of contested fintech proxies since 2022.
The ISS recommendation does not guarantee board survival, but it raises the threshold Garg must clear to mobilize enough retail and crossover votes. Better's servicing rights portfolio, valued at approximately $340 million, remains the company's most liquid asset and the clearest path to a liquidity event if the current strategy fails to generate positive cash flow by year-end.
The takeaway
ISS endorsement of Better's board likely secures incumbent survival, forcing Garg to either mount a secondary challenge or pursue liquidity through asset sale.
Editorial & Disclosure Notice: This article was written with artificial intelligence from public sources and is published without individual human review. Artificial intelligence and other digital tools are also used for research, analysis, editing, formatting, and production. Errors, omissions, outdated information, or inaccuracies may occur. References to companies, brands, products, services, organizations, or individuals are for informational and editorial purposes and do not imply endorsement, sponsorship, affiliation, partnership, or approval unless expressly stated. All trademarks and other intellectual property remain the property of their respective owners. Opinions, analysis, estimates, and commentary are informational only and should not be construed as financial, investment, legal, tax, medical, procurement, or other professional advice. Information may be corrected, clarified, or updated after publication. Corrections or removal requests: jenny@pops4.com.
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