Institutional Shareholder Services has recommended that Better Home & Finance shareholders oppose founder Vishal Garg’s campaign to remove a majority of the mortgage lender’s board, giving the incumbent directors influential outside support in the escalating fight for control.
ISS recommended that shareholders withhold consent from Garg’s campaign and revoke any consent previously provided, according to Better’s special committee. The proxy adviser’s recommendation is not binding, but its guidance can influence institutional investors deciding how to vote.
“The board’s decision to part ways with [Garg] appears defensible,” ISS said in excerpts released by Better, adding that Garg “has failed to establish why an overhaul of the board is necessary at this point.”
ISS also attributed much of Better’s financial condition and loss of shareholder value to Garg’s tenure as CEO.
“As the founder and former CEO, [Garg] arguably bears more responsibility than any other party for this state of affairs,” ISS said.
Better provided excerpts from the ISS report rather than the full analysis. Garg’s solicitation remains active, and shareholders will ultimately determine whether he has enough support to remove interim CEO Daniel Lewis and directors Arnaud Massenet, Bhaskar Menon, Prabhu Narasimhan, and Harit Talwar.
The recommendation represents the clearest outside assessment yet of a control fight that began after Better announced Garg’s departure as CEO on Aug. 3.
Garg initially claimed shareholders representing more than 50.1% of Better’s voting power supported his plan. Subsequent filings acknowledged that the written consents delivered on his behalf did not represent a majority.
He then began a formal campaign to remove five of Better’s eight directors. Better responded with a federal lawsuit accusing Garg of making misleading statements and violating securities laws. Those allegations have not been adjudicated.
Lewis Says CEO Candidates Have Walked Away
The ISS recommendation came as Lewis issued a separate letter arguing that Garg’s continued involvement is affecting Better’s search for permanent leadership.
Lewis said qualified candidates have declined to participate in the CEO search because of concerns about Garg’s influence over the board, although he did not identify the candidates or provide details about those discussions.
“No credible permanent CEO should be expected to run Better while its former CEO simultaneously exercises outsized influence over the Board, management, and strategy,” Lewis wrote.
The concern is not entirely new. Better’s special committee previously said prospective candidates had expressed reluctance to take the position if Garg returned to an executive or board leadership role. The company has not disclosed a timeline for completing the search.
Lewis also acknowledged that Better expects a sequential decline in third-quarter revenue and criticized the company’s previous partnership strategy.
“Our historical go-to-market approach was broken,” he wrote. “We need to stop building bespoke solutions with uncertain economics and instead pursue repeatable distribution.”
Better reported $54.7 million in second-quarter revenue and previously projected third-quarter revenue between $49 million and $52 million. The company also forecast an adjusted EBITDA loss of $15 million to $18 million after recording a $14 million adjusted EBITDA loss in the second quarter.
Wholesale Remains Part Of The Plan
Lewis said Better is concentrating on three channels: wholesale distribution through TinmanGo, remarketing and data rights led by home equity lines of credit, and partnerships with platforms seeking to offer consumers a broader selection of mortgage products.
That sharper focus matters to mortgage brokers because Better is preparing to launch TinmanGo in the wholesale channel. But the company has not disclosed its planned launch date, pricing, broker compensation structure, or expected wholesale volume.
The expansion also comes with unresolved questions about Better’s ability to turn technology partnerships into revenue. Better’s board disclosed that several partnerships announced earlier in 2026 had each generated less than $50,000.
Lewis’s letter does not provide updated partnership revenue or evidence that the economics have improved. Instead, it says Better must develop stronger enterprise sales, revenue operations, and customer-success functions around its technology.
Garg has proposed a competing turnaround plan targeting approximately $2 billion in annualized mortgage volume, elimination of monthly cash burn, and additional technology-driven cost reductions. Better’s board has called that plan operationally unsupported.
The two sides remain broadly aligned on several components of Better’s strategy, including expanding Tinman, reducing expenses, selling the company’s U.K. bank, and growing home equity and partnership-driven business. The dispute is about who shareholders trust to execute that strategy.
