Better Home & Finance Holding Co appointed new CEO

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Executive Officers and Directors 

Upon the consummation of the Business Combination, and in accordance with the terms of the Merger Agreement, each executive officer of Aurora ceased serving in such capacities, and Thor Björgólfsson, Shravin Mittal, Sangeeta Desai and Michael Edelstein ceased serving on the Company's board of directors.

Effective as of the Closing, Harit Talwar, Vishal Garg, Arnaud Massenet, Prabhu Narasimhan, Michael Farello, Steve Sarracino and Riaz Valani were appointed as directors of the Company, to serve until the end of their respective terms and until their successors are elected and qualified. The Board appointed Messrs. Talwar, Sarracino and Farello to serve on the Audit Committee, with Mr. Sarracino as chair and qualifying as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. The Board appointed Messrs. Farello, Sarracino, Talwar and Valani to serve on the Compensation Committee, with Mr. Valani as chair. The Board appointed Messrs. Talwar, Sarracino and Valani to serve on the Nominating Committee, with Mr. Talwar as chair.

Effective as of the Closing, each of Messrs. Björgólfsson and Massenet and Ms. Caroline Harding resigned as the Chairman, Chief Executive Officer and Chief Financial Officer, respectively. Effective as of the Closing, the Board appointed Mr. Garg to serve as Chief Executive Officer, Mr. Kevin Ryan to serve as Chief Financial Officer and President, Mr. Nicholas Calamari to serve as Chief Administrative Officer and Senior Counsel, and Ms. Paula Tuffin to serve as General Counsel and Chief Compliance Officer. Biographical information for these individuals is set forth in the Proxy Statement/Prospectus in the section titled "Management of Better Home & Finance Following the Business Combination" beginning on page 404 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

Reference is also made to the disclosure described in the Proxy Statement/Prospectus in the section titled "Director Election Proposal" beginning on page 263 and the disclosure set forth in this Report under the headings "Directors and Executive Officers" and "Executive Officer Borrowings," which is incorporated herein by reference.

2023 Incentive Equity Plan 

On August 22, 2023, the 2023 Plan became effective. Better Home & Finance has initially reserved a total of 88,626,665 shares of Better Home & Finance Class A common stock for issuance pursuant to the 2023 Plan, which includes shares subject to awards granted under Better's 2017 Equity Incentive Plan that become available for issuance pursuant to the terms of the 2023 Plan, subject to certain adjustments set forth therein. The 2023 Plan provides that the number of shares reserved and available for issuance under the 2023 Plan will automatically increase on the first day of each fiscal year beginning in 2024 and ending on 2033, equal to the lesser of (1) five percent (5%) of the shares of Better Home & Finance Class A common stock outstanding on the last day of the immediately preceding calendar year and (2) such smaller number of shares of Better Home & Finance Class A common stock as is determined by the Board or a committee of the Board.

A description of the 2023 Plan is set forth in the section entitled "Incentive Equity Plan Proposal" beginning on page 267 of the Proxy Statement/Prospectus, which is incorporated herein by reference. A copy of the full text of the 2023 Plan is filed as Exhibit 10.5 hereto and is incorporated herein by reference. 


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2023 Employee Stock Purchase Plan 

On August 22, 2023, the ESPP became effective. Better Home & Finance has reserved a total of 16,113,939 shares of Better Home & Finance Class A Common Stock for issuance pursuant to the ESPP, subject to certain adjustments set forth therein. The ESPP provides that the number of shares reserved and available for issuance under the 2023 Plan will automatically increase on the first day of each fiscal year beginning in 2024 and ending on 2033, equal to the lesser of (1) two percent (2%) of the shares of Better Home & Finance Class A common stock outstanding on the last day of the immediately preceding calendar year and (2) such smaller number of shares of Better Home & Finance Class A common stock as is determined by the Board.

A description of the ESPP is set forth in the section entitled "ESPP Proposal" beginning on page 275 of the Proxy Statement/Prospectus, which is incorporated herein by reference. A copy of the full text of the ESPP is filed as Exhibit 10.6 hereto and is incorporated herein by reference.