Institutional Shareholder Services recommended that Better.com shareholders vote for an independent board slate opposing founder and CEO Vishal Garg, formalizing a governance collision that has moved from private friction to public referendum. The proxy advisory firm's backing gives institutional weight to investors who believe Garg's control over the $7.7 billion SPAC-bound mortgage fintech has become a liability rather than an asset.
The ISS recommendation arrives as Better.com shareholders prepare to vote on competing board slates. One slate, backed by early investors including SoftBank's Vision Fund, seeks to install independent directors with authority to oversee or replace Garg. The opposing slate, controlled by Garg, maintains founder primacy over a company that has burned through $900 million in venture capital since 2016 while cycling through three CFOs and two SPAC merger attempts. ISS cited governance concerns including Garg's December 2021 mass termination of 900 employees via Zoom and subsequent $750 million down-round that diluted early backers by more than 60 percent. The advisory firm noted that Garg retains super-voting shares granting him 60 percent control despite owning less than 30 percent of economic interest.
The ISS position matters because it gives institutional allocators—particularly pension funds and mutual funds bound by fiduciary guidelines—formal cover to vote against a founder without appearing activist. Better.com's capital structure already reflects investor fatigue. The company's last funding round in August 2022 valued it at $3 billion, down from a $7.7 billion peak during the 2021 SPAC announcement with Aurora Acquisition Corp. That SPAC deal expired without closing, and Aurora's sponsor walked away after Better.com missed multiple revenue projections. The mortgage origination market has contracted 40 percent year-over-year, and Better.com's transaction volume fell 52 percent in the first nine months of 2024 compared to the prior year. Garg has argued that independent oversight would slow decision-making in a market requiring speed, but the ISS recommendation suggests institutional shareholders believe speed without governance is simply expensive chaos.
Allocators should watch three near-term events. First, the shareholder vote is scheduled for late April 2025, with preliminary proxy tallies expected 72 hours before the meeting. Second, SoftBank Vision Fund—which holds a 25 percent stake—has not publicly disclosed its voting intention, and its position will likely determine the outcome. Third, if the independent slate wins, expect executive leadership changes within 90 days, starting with a search for a permanent CFO to replace the interim finance chief who has held the role since September 2024. The mortgage technology sector's consolidation wave—Rocket Mortgage acquired Truebill for $1.3 billion in January, and LoanDepot is in merger talks with Mr. Cooper—suggests that Better.com's next board may prioritize sale or merger over continued independence.
Garg's super-voting shares mean he can technically block any outcome, but ISS backing creates reputational and recruiting pressure that makes isolated control increasingly expensive. Better.com has lost 18 senior executives since January 2022, and the company's Glassdoor rating sits at 2.4 out of 5 with recent reviews citing "governance uncertainty" as a primary concern. The question is not whether Garg retains legal control, but whether he retains the capital and talent required to exercise it.
The takeaway
ISS backing independent slate at Better.com frames Garg governance as institutional liability; SoftBank vote and executive exits expected within 90 days.
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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