Better and ousted CEO trade barbs in fractious corporate feud

Vishal Garg wants his job back, demanding board resignations. Better cites ‘serious concerns,’ potential securities law violations.

Better and ousted CEO trade barbs in fractious corporate feud

Vishal Garg wants his job back, demanding board resignations. Better cites ‘serious concerns,’ potential securities law violations.
Better and ousted CEO trade barbs in fractious corporate feud.

A corporate dispute between Better Home & Finance Holding Co. and its former CEO has taken a turn for the worse just 10 days after the parties appeared to have amicably parted ways.

In a Thursday evening press release attributed to “Vishal Garg, Concerned Shareholder of Better.com,” the ousted CEO of the fintech mortgage lender claimed he had secured sufficient shareholder support to “take back the company he founded.”

Garg demanded that all members of the Better board of directors resign except Michael Farello, Hugh Frater and himself. He said his supporters are prepared to call a special meeting of stockholders to vote on his plan to restore his executive role at an annual salary of $1 until the company becomes profitable.

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Better shot back Friday morning, criticizing Garg’s “value-destructive track record” and disclosing that all members of the board except Garg had voted for his termination “following a series of decisions and actions that raised serious concerns regarding his judgment, temperament and credibility.”

This week’s press release marks a sharp about-face from the company’s Aug. 3 announcement that it had hired hedge fund executive Daniel Lewis as interim CEO. It stated that Garg had “mutually agreed with the Board to transition from his role as Chief Executive Officer.”

Both Better Chairman Harit Talwar and Garg struck a friendly tone in that prior release. Talwar praised Garg’s leadership and “significant contributions” to the company, while Garg was quoted as saying that “now is the right time for new leadership.”

The gloves subsequently came off, it appears, with Better alleging Garg “refused to timely execute mandatory representation letters required for the Company to file its Form 10-Q, seemingly in an effort to extract self-serving concessions from the Company and its directors.”

Besides his compensation proposal, Garg pitched injecting $5 million of his own money into company shares as part of a 10b5-1 plan, as well as initiating a $30 million stock buyback plan to help “restore shareholder value.”

“I am prepared to work for $1 until we are profitable, invest another $30 million alongside shareholders and finish the turnaround we started,” Garg stated in his press release. “Once that work is complete, the Board should select the best long-term CEO for Better and I will move into a role where I can continue driving product and innovation.”

Better’s second-quarter earnings report, released Tuesday, shows the company has a steep path to profitability. The lender posted a net loss of $30.6 million for the quarter, although revenue of $54.7 million was up 28% year over year.

In Friday’s press release, the Better board cited Garg’s financial track record — “including cumulative GAAP net losses exceeding $1.5 billion since 2022 and a stock price that had declined more than 90% under his leadership” — as evidence that he was “no longer fit to serve in an executive capacity.”

Garg blamed “macroeconomic effects associated with disruption in the Strait of Hormuz” for the company’s recent financial woes, claiming that absent those geopolitical impacts, “Better would currently be generating approximately $5 million to $10 million in positive adjusted EBITDA per month.”

EBITDA, which refers to earnings before interest, taxes, depreciation and amortization, is a commonly used measure of a company’s operating profitability. Critics of the metric say it can overstate profitability by excluding capital costs, and the Securities and Exchange Commission requires publicly traded companies to reconcile EBITDA to net income or loss.

Though no legal complaints have been filed in the matter, Better’s statement suggested the possibility of future litigation.

“The Board has reviewed communications that, based on counsel’s analysis, evidence Mr. Garg’s direct involvement in conduct that counsel believes may constitute violations of U.S. securities laws,” the company stated.

Garg disclosed that he has retained Alex Spiro, a partner in the high-profile law firm Quinn Emanuel Urquhart & Sullivan, whose clients have included tech mogul Elon Musk, hip-hop icon Jay-Z and billionaire social media personality MrBeast.

He said his legal counsel has informed the Better board that shareholder declarations can be provided to the company’s outside counsel “to confirm that Garg has sufficient voting support to pursue the proposed actions” to overhaul the board and restore his position as CEO.

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