DEF 14A of Life360, Inc., Apr 16, 2025

DEF 14A of Life360, Inc.

Filed Apr 16, 2025 · FY20240001140361-25-014154

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. The Board presently has nine members. There are three directors in Class III whose term of office expires in 2025. Each of the nominees listed below in this Proxy Statement is currently a director of the Company, and, as nominated by our Board of Directors and at the recommendation of our Nominating and Corporate Governance Committee, have been nominated for re-election to serve as Class III directors. If elected at the Annual Meeting, each of these nominees would serve for a term expiring at the 2028 annual meeting. Each director will hold office until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is the Company’s policy to encourage directors and director nominees to attend the Annual Meeting. All of the directors, other than Randi Zuckerberg, attended the 2024 Annual Meeting of Stockholders. Directors are elected by a plurality of the votes cast on the election of directors by holders of shares present at the meeting or represented by proxy. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Company. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve. Below are the skills, competencies and attributes that our Board and our Nominating and Corporate Governance Committee consider important for our directors to have, considering our current business and future market opportunities:

  2. ELECTION OF DIRECTORS

    | • | Executive Management, Leadership & Strategy: Experience and an ability to evaluate the performance of the CEO and senior executive managers and oversee strategic organizational and human resources initiatives. |

  3. ELECTION OF DIRECTORS

    | • | Governance / Risk Management: Ability to identify, assess and monitor key risks in the company in a wide range of areas. |

  4. ELECTION OF DIRECTORS

    | • | U.S. Listed Company Experience: Experience on the Board or as a senior executive for a U.S. listed company other than on the ASX, resulting in familiarity with the U.S. listing Rules, including the requirement for continuous disclosure. |

  5. ELECTION OF DIRECTORS

    | • | ASX Experience: Experience on the Board or as a senior executive for an ASX Listed company, resulting in familiarity with the ASX rules, including the requirement for continuous disclosure. |

  6. ELECTION OF DIRECTORS

    | • | Finance / Accounting: Qualification / experience in accounting and / or finance and the ability to analyze and critically assess financial statements, viability and performance; contribute to strategic financial planning and oversee budgets and funding arrangements. |

  7. ELECTION OF DIRECTORS

    | • | Legal: Qualification / experience in law and the ability to contribute to the assessment of the legal risk profile of the company. |

  8. ELECTION OF DIRECTORS

    | • | Marketing: Knowledge and experience in the strategic use of marketing and its inter-relationship with sales and product. |

  9. ELECTION OF DIRECTORS

    | • | IT / Product: Knowledge and experience in the strategic use of information technology and design of product, particularly in relation to online businesses. |

  10. ELECTION OF DIRECTORS

    | • | Business Development / M&A: Knowledge and experience in identifying and assessing business development opportunities, in particular experience in negotiating, assessing commercial terms and completing mergers / acquisitions or disposals. |

  11. ELECTION OF DIRECTORS

    | • | Technology: Knowledge, experience and networks in the technology industry, either through direct involvement or through the provision of services to the businesses in the early stage of development. |

  12. ELECTION OF DIRECTORS

    | • | Online: Knowledge, experience and networks in the online industry, with a keen understanding of current trends and the ability to think forward to upcoming developments including disruption. |

  13. ELECTION OF DIRECTORS

    | • | Hardware: Knowledge, experience and networks in the hardware industry, with a keen understanding of current trends and the ability to think forward to upcoming developments including disruption. |

  14. ELECTION OF DIRECTORS

    | • | International: Knowledge and experience in markets outside of the U.S., with a preference for experience in the geographical areas in which the company has active users. |

  15. ELECTION OF DIRECTORS

    | • | People & Culture: Experience in managing people, including the ability to evaluate the CEO and senior executive performance, oversee strategic human resource management, workplace culture and the promotion of diversity and inclusion. |

  16. ELECTION OF DIRECTORS

    | • | Remuneration: Experience in developing, setting and assessing remuneration arrangements for the CEO and senior executives resulting in a high-performance culture. |

  17. ELECTION OF DIRECTORS

    The following is a brief biography of each nominee and each director whose term will continue after the Annual Meeting.

  18. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting Chris Hulls, age 41, co-founded Life360 in April 2007 and has served as Life360’s Chief Executive Officer and a member of Life360’s Board since then. Mr. Hulls has been an angel investor in, or an advisor to, several technology companies, including Tile, Inc. (“Tile”), Credible Behavioral Health, Inc., Ring LLC, Automattic Inc., Honk Technologies, Inc. and Zendrive Inc. Mr. Hulls received his Bachelor of Science in Business Administration with Highest Honors at the University of California, Berkeley after serving in the United States Air Force. Key Skills and Qualifications: Mr. Hulls has served on the Board since the Company’s formation and has remained on the Board due to the deep institutional knowledge he brings as Co-Founder and Chief Executive Officer of the Company and his business and technology company experience, including investing in and advising technology companies.

  19. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    | Experience: | | | | • Executive Management, Leadership & Strategy • Governance / Risk Management • U.S. Listed Company Experience • ASX Experience • Finance / Accounting | • Finance / Accounting • Legal • Marketing • Business Development / M&A • IT / Product | • Technology • Online • Hardware • International • People & Culture • Remuneration |

  20. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    Charles “CJ” Prober, age 53, has served as a member of Life360’s Board since January 2022. Mr. Prober has served as the Chief Executive Officer and member of the Board of NETGEAR, Inc. since January 2024. Mr. Prober also served as Life360’s President and Chief Executive Officer of Tile from January 2022 to July 2023. Prior to this, Mr. Prober served as the Chief Executive Officer of Tile from September 2018 until its acquisition by Life360 and as a member of Tile’s Board since February 2018, including as its Executive Chairman from February 2018 to September 2018. He served as the Chief Operating Officer of GoPro, Inc. (Nasdaq: GPRO) from January 2017 to February 2018 and its Senior Vice President of Software and Services from June 2014 to December 2016. Mr. Prober has also held positions at Electronic Arts Inc. (Nasdaq: EA), McKinsey & Company and Wilson Sonsini Goodrich & Rosati. Mr. Prober has also served as a member of the board of directors of Glorious Gaming from January 2024 to February 2025. Mr. Prober received his Bachelor of Commerce from the University of Manitoba and a Bachelor of Laws from McGill University. Key Skills and Qualifications: Mr. Prober was selected to serve on the Board due to his institutional knowledge as the Chief Executive Officer of Tile and his expertise in the mobile app and technology industry.

  21. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    | Experience: | | | | • Executive Management, Leadership & Strategy • Governance / Risk Management • U.S. Listed Company Experience • ASX Experience | • Finance / Accounting • Legal • Marketing • Business Development / M&A • IT / Product • Technology | • Online • Hardware • International • People & Culture • Remuneration |

  22. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    John Philip Coghlan, age 73, has served as a member of Life360’s Board since November 2009. In February 2017, Mr. Coghlan co-founded the Rivet School, a non-profit start-up focused on providing debt-free college degree attainment, where he currently serves as a board member. Mr. Coghlan previously served as President and Chief Executive Officer of Visa U.S.A. and as Vice Chairman of the Charles Schwab Corporation (NYSE: SCHW). He received a Bachelor of Arts in Psychology from Stanford University, a Master of Arts in Economics and Public Policy from Princeton University and a Master of Business Administration from Harvard Business School. Key Skills and Qualifications: Mr. Coghlan was selected to serve on the Board due to his experience as an executive and board member of multiple large companies.

  23. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    | Experience: | | | | • Executive Management, Leadership & Strategy • Governance / Risk Management • U.S. Listed Company Experience • ASX Experience | • Finance / Accounting • Legal • Marketing • IT / Product • Business Development / M&A | • Online • International • People & Culture • Remuneration |

  24. Nominees for Election for a Three-Year Term Expiring at the 2028 Annual Meeting

    A VOTE IN FAVOR OF EACH NAMED NOMINEE.

  25. Class I Directors Continuing in Office Until the 2026 Annual Meeting

    Class I Directors Continuing in Office Until the 2026 Annual Meeting Mark Goines, age 71, has served as a member of Life360’s Board since April 2019. Mr. Goines served as the Vice Chairman of Personal Capital Corporation from June 2016 to September 2020 and as its Chief Marketing Officer and Chief Strategy Officer from January 2012 to September 2020. He currently serves on the boards of several private technology and app building companies, including BillFloat, Inc., Odeko, LLC, Ascend Credit, Inc., Candex Solutions Inc., Human Interest, Inc., Chocolate Holdings LLC and Bloom Credit Inc. Mr. Goines earned his Bachelor of Science and Master of Business Administration from the University of California, Berkeley. Key Skills and Qualifications: Mr. Goines was selected to serve on the Board due to his executive experience and industry expertise gained from serving on the boards of multiple growth focused technology and app-building companies.

  26. Class I Directors Continuing in Office Until the 2026 Annual Meeting

    | Experience: | | | | • Executive Management, Leadership & Strategy • Governance / Risk Management • U.S. Listed Company Experience • ASX Experience • Finance / Accounting | • Legal • Marketing • Business Development / M&A • IT / Product • Technology | • Online • Hardware • International • People & Culture • Remuneration |

  27. Class I Directors Continuing in Office Until the 2026 Annual Meeting

    Alex Haro, age 39, co-founded Life360, has served as a member of Life360’s Board since August 2008 and previously served as Life360’s President from June 2014 to January 2020 and Chief Technology Officer from August 2008 to December 2020. Since October 2021, he has served as the executive chairman and Chief Executive Officer for Hubble Network Inc. In January 2020, Mr. Haro co-founded and currently serves as the Chief Technology Officer and board member of MyMoneyKarma Infomatics India Private Limited. In 2015, Mr. Haro was recognized by Forbes 30 Under 30 in Consumer Technology. Prior to Life360, he worked on Orbited. Mr. Haro studied Computer Science at Pomona College. Key Skills and Qualifications: Mr. Haro was selected to serve on the Board due to his institutional knowledge as a Co-Founder and former Chief Technology Officer, as well as his extensive technology industry experience.

  28. Class I Directors Continuing in Office Until the 2026 Annual Meeting

    | Experience: | | | | • Executive Management, Leadership & Strategy • Governance / Risk Management • U.S. Listed Company Experience • ASX Experience | • Legal • Marketing • Business Development / M&A • IT / Product • Technology | • Online • Hardware • International • People & Culture • Remuneration |

  29. Class I Directors Continuing in Office Until the 2026 Annual Meeting

    Randi Zuckerberg, age 43, has served as a member of Life360’s Board since January 2021. Ms. Zuckerberg has worked with more than 20 early and mid-stage companies as an investor and advisor. She serves as a member of the boards of several companies including Life360 and The Motley Fool, LLC. She previously served as a member of the boards of Athena Technology Acquisition Corp. II (NYSE: ATEK), a special purpose acquisition company from 2021 to 2024 and Go Noodle, Inc. from 2020 to 2023. Additionally, she has previously served as a strategic advisor to Open Deal Portal LLC (d/b/a, Republic) and OkCoin, Inc. Over the course of her career, she has helped families navigate the digital world. Through the company she founded in 2012, Zuckerberg Media, she has created award-winning content and experiences that educate families and bring to light issues around digital literacy and safety. Ms. Zuckerberg is the best-selling author of four books, producer of multiple television shows and theater productions, and she hosts a weekly radio show on SiriusXM. Ms. Zuckerberg has been recognized with an Emmy nomination, three Tony awards, a Drama Desk Award, and a Kidscreen Award. Prior to founding her own company, Ms. Zuckerberg was an early employee at Facebook, where she created Facebook Live. She holds a Bachelor of Arts in Psychology from Harvard University. Key Skills and Qualifications: Ms. Zuckerberg was selected to serve on the Board due to her extensive background investing in and advising technology and public companies.

  30. Class I Directors Continuing in Office Until the 2026 Annual Meeting

    | Experience: | | | | • Executive Management, Leadership & Strategy • Governance / Risk Management • Marketing | • Business Development / M&A • IT / Product • Technology | • Online • International • People & Culture |

  31. Class II Directors Continuing in Office Until the 2027 Annual Meeting

    Class II Directors Continuing in Office Until the 2027 Annual Meeting Brittany Morin, age 39, has served as a member of Life360’s Board since January 2018. Ms. Morin founded Offline Ventures, an early stage venture fund with $250M+ AUM, in March 2020 and is the managing director. She is also the founder, Chief Executive Officer and board member of Brit Media, Inc., a digital media and commerce brand, founded in 2011. She also previously served on the board of Girl Scouts of America and worked at Google LLC (Nasdaq: GOOG) and Apple Inc. (Nasdaq: AAPL). Ms. Morin was named one of Ad Age’s 40 Under 40 in 2018, Forbes 30 Under 30 in 2014 and Fortune’s Most Promising Entrepreneurs in 2015. Ms. Morin received her Bachelor of Science in Business and Communications summa cum laude from the University of Texas at Austin. Key Skills and Qualifications: Ms. Morin was selected to serve on the Board due to her entrepreneurial experience starting and leading venture capital and consumer internet companies.

  32. Class II Directors Continuing in Office Until the 2027 Annual Meeting

    | Experience: | | | | • Executive Management, Leadership & Strategy • Governance / Risk Management • U.S. Listed Company Experience • ASX Experience • Finance / Accounting | • Legal • Marketing • Business Development / M&A • IT / Product • Technology | • Online • Hardware • International • People & Culture • Remuneration |

  33. Class II Directors Continuing in Office Until the 2027 Annual Meeting

    James Synge, age 57, has served as a member of Life360’s Board since May 2019 and started as an early investor in 2008. Mr. Synge has also served as a Partner at Carthona Capital FS Pty Ltd, an Australian venture capital fund, since 2014. He has held senior positions at Bankers Trust Company Australia, Deutsche Bank AG Frankfurt and UBS AG Zurich. Mr. Synge holds a Bachelor of Business from the University of Technology Sydney and a Master of Tax from the University of Sydney. Key Skills and Qualifications: Mr. Synge was selected to serve on the Board due to his venture capital experience and extensive financial industry knowledge.

  34. Class II Directors Continuing in Office Until the 2027 Annual Meeting

    | Experience: | | | | • Executive Management, Leadership & Strategy • Governance / Risk Management • U.S. Listed Company Experience • ASX Experience | • Finance / Accounting • Legal • Marketing • IT / Product • Business Development / M&A | • Technology • Online • International • Remuneration |

  35. Class II Directors Continuing in Office Until the 2027 Annual Meeting

    David Wiadrowski, age 65, has served as a member of Life360’s Board since March 2019. Mr. Wiadrowski previously served as Director and Chief Financial Officer of ELEVACAO Foundation, Inc., an Australian non-profit committed to empowering women entrepreneurs, from July 2016 to July 2017, and prior thereto served in various positions at PricewaterhouseCoopers Australia over a 37 year period, including as Partner and Chief Operating Officer. He currently also serves on the boards of three other Australian listed companies including: oOh! Media Limited (ASX: OML), Car Group Limited (ASX: CAR) and IPH Limited (ASX: IPH), and on the board of a private company, the Cambodian Children’s Fund Australia Limited. He holds a Bachelor of Commerce from the University of New South Wales, is a Fellow of the Chartered Accountants of Australia and New Zealand and is a graduate of the Australian Institute of Company Directors. Key Skills and Qualifications: Mr. Wiadrowski was selected to serve on the Board due to his financial industry expertise and experience serving on the boards of several Australian public companies.

  36. Class II Directors Continuing in Office Until the 2027 Annual Meeting

    | Experience: | | | | • Executive Management, Leadership & Strategy • Governance / Risk Management • U.S. Listed Company Experience • ASX Experience | • Finance / Accounting • Legal • Marketing • Business Development / M&A • IT / Product | • Technology • Online • Hardware • International • People & Culture • Remuneration |

  37. Board Diversity

    Board Diversity The Nominating and Corporate Governance Committee recognizes that a variety of personal backgrounds, perspectives and experiences is essential to proper functioning of our Board and that the judgments and viewpoints offered by a diverse board of directors improves the quality of decision-making and enhances board performance. Of our total nine directors, we have two directors who are female, one male director that identifies as Hispanic and one male director that identifies as Asian.

  38. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  39. Compensation Committee

    | • | reviewing and recommending to the full Board for approval, the form and amount of director compensation; |

  40. Executive Summary

    | • | Performance-Based Annual Incentive Bonuses. Our NEOs were eligible to receive cash bonus payments based on our level of achievement of specific short-term financial and operational goals. Based on our actual performance for fiscal 2024, each of our NEOs earned an annual incentive bonus equal to 90% (100% with respect to Ms. Stick) of their respective targets. |

  41. Executive Summary

    | • | One-Time Transaction Bonuses. Following the completion of our U.S. IPO in June 2024, the Board determined to grant one-time transaction bonuses to Messrs. Hulls and Burke and Ms. Stick, in recognition of the important roles they played in preparing and guiding the Company through the U.S. IPO. |

  42. Executive Summary

    | • | Introduction of Performance-Based Equity Awards. Taking into consideration feedback from our stockholders, 60% and 40% of the target long-term incentive value for our Chief Executive Officer and other NEOs (other than Ms. Stick), respectively, was granted in the form of performance restricted stock units (“PRSUs”) eligible to be earned based on our level of achievement of revenue and Adjusted EBITDA goals for fiscal 2024. Based on our performance during the year, participating NEOs earned 134.9% of target for the PRSUs granted in fiscal 2024. 25% of earned PRSUs vested on the first quarterly vesting date following the Compensation Committee’s determination of actual performance, with the remaining 75% converting to time-based RSUs and vesting in twelve equal quarterly installments, subject to continued employment through each vesting date. |

  43. Executive Summary

    2024 Say-on-Pay Vote and Stockholder Engagement At our 2024 Annual Meeting of Stockholders, we held our first advisory votes on the compensation of our NEOs (a “say-on-pay vote”). Consistent with best practices, we will hold annual advisory votes to allow our stockholders to provide us with their regular input on our executive compensation program. While a majority of our stockholders supported our 2024 say-on-pay vote at our 2024 Annual Meeting of Stockholders, the total votes cast in support was well below the level that we desire from our stockholders. Prior to our 2024 Annual Meeting of Stockholders, we reached out to a majority of our stockholders to get a better understanding of their views on executive compensation. While we were limited in our ability to engage with our stockholders during the period leading up to our U.S. IPO, since the closing of our U.S. IPO we have regularly engaged with stockholders where we have discussed a variety of topics, including matters relating to executive compensation. We value the feedback received from our stockholders and look forward to an open dialogue with our stockholders. We expect that our compensation program will continue to evolve to reflect our status as a U.S. publicly-traded company and to further align with the competitive market, with our 2024 program reflecting that evolution with the introduction of our performance equity program, as described further below. We believe that the 2024 performance equity program worked well in further aligning management’s interests with key objectives of the Company and the Compensation Committee has approved the same executive compensation structure for 2025 as it continues to evaluate market practices and how best to structure an executive compensation program that is aligned with the Company’s key business objectives while still serving as an effective tool for attracting, retaining and incentivizing key talent. Introduction of Performance Equity Plan Consistent with stockholder feedback, the 2024 equity awards for Mr. Hulls, Mr. Burke and Ms. Antonoff consisted of both PRSUs (weighted 60% for Mr. Hulls and 40% for Mr. Burke and Ms. Antonoff) and time-based RSUs (weighted 40% for Mr. Hulls and 60% for Mr. Burke and Ms. Antonoff). Please see below for the construct of the PRSUs, the terms of which are further described in “Terms of Performance Restricted Stock Units” below.

  44. Executive Summary

    | Revenue (50% Weighting) | Adjusted EBITDA (50% Weighting) | | Threshold: 90% of revenue target. | Threshold: 90% of Adjusted EBITDA target. | | If revenue is below the threshold, 50% of the PRSUs will lapse. | If Adjusted EBITDA is below the threshold, 50% of the PRSUs will lapse. | | If revenue is above target and Adjusted EBITDA threshold is achieved: up to 100% of the PRSUs will vest (200% of Target). | If Adjusted EBITDA is above target up to 100% of the PRSUs will vest (200% of Target). Calculated independent of revenue performance. | | Payout on Revenue metric capped at 100% if Adjusted EBITDA threshold is not achieved. | |

  45. Executive Summary

    | Revenue (50% Weighting) | Adjusted EBITDA (50% Weighting) | | Payout 3:1 for Revenue above target, subject to the 200% of Target. | Payout 2:1 for Adjusted EBITDA beyond target |

  46. Executive Summary

    The goal of the plan is to have a balanced focus on both top and bottom-line growth. The use of Adjusted EBITDA threshold as a gate on revenue upside enforces a balance between growth and profitability. The Compensation Committee elected to introduce a performance equity plan to tie a meaningful portion of pay to measurable goals with defined time horizons. The Compensation Committee believes that the introduction of PRSUs effectively supports retention and motivational objectives of the overall executive pay program. The Compensation Committee approved this design following an extensive review of alternatives, incorporating input from the Committee’s independent compensation consultant as well as an overview of practices among companies in our compensation peer group and at a similar lifecycle in terms of being newly public in the U.S. The Compensation Committee believes that this design is aligned with our objectives and competitive with the approach among our peer companies, appropriately balancing retention and motivational objectives of our long-term incentive program. In particular, our Compensation Committee has considered the feedback of our investors and the design of the compensation plans for our NEOs in the context of our profile as an Australian listed company with NEOs that are based in the U.S. Given our profile and emphasis on delivering compensation that is competitive taking into consideration the competitive talent market applicable to our NEOs, the Compensation Committee primarily references practices among comparable US-headquartered companies when assessing the competitive market.

  47. Compensation Philosophy and Objectives

    | • | Pay for Performance. Direct compensation for the NEOs typically has three components: salary; an annual cash bonus opportunity tied to performance against prescribed Company, business unit, and individual goals; and equity, the value of which hinges on sustained stock price performance. |

  48. Compensation Philosophy and Objectives

    | • | Market Competitive. We provide competitive base salaries and meaningful short- and long-term incentive opportunities to support our retention objectives and to tie compensation to achievement of Life360’s financial, strategic, and operational goals. |

  49. Executive Compensation Practices

    | Practice | Description | | Regular competitive analysis | With the help of its compensation consultant, the Compensation Committee annually reviews our executives’ total target compensation opportunities |

  50. Executive Compensation Practices

    | Practice | Description | | | and each individual element of compensation against our peer group and market survey data to assess the competitiveness and reasonableness of our executive compensation program. | | Double-trigger change in control requirement | Subject to the ASX Listing Rules and except in limited circumstances, equity awards may not accelerate before or after a change in control alone. | | At-risk compensation | On average, over 75% of our NEOs’ target direct compensation is at-risk and tied to Company performance or our stock price to further align their interests with those of our stockholders. | | Long-term focus | We provide significant equity-based compensation with vesting occurring over a multiple-year period to encourage durable growth and consistent, well-rounded performance and retention. | | Independent decision-maker | All members of the Compensation Committee are independent directors, and they are supported by an independent compensation consultant. | | Hedging and pledging transactions | Our Insider Trading Policy prohibits all employees, executives, and directors from engaging in short sales, puts and calls, or other hedging transactions. Company securities may not be pledged as collateral in a margin account or for a loan unless approved by the Board of Directors for board members or the General Counsel for employees. | | Limited executive perquisites | In general, we provide benefits to our NEOs on the same basis as provided to all of our employees, including health, dental and vision insurance and life and disability insurance. Our only executive perquisite is a health club reimbursement for our Chief Executive Officer pursuant to a legacy arrangement. |

  51. How We Determine Compensation

    How We Determine Compensation Role of the Compensation Committee Our Compensation Committee acts on behalf of the Board in overseeing the compensation arrangements for our executive officers. This includes reviewing our compensation programs, assessing our compensation risk profile, establishing our compensation peer group, and reviewing our compensation structure and pay mix to ensure alignment with our compensation philosophy and objectives. Typically, the Compensation Committee uses its meetings during the first quarter of the year to determine its recommendations regarding annual compensation, bonus and equity awards, and performance objectives for the NEOs. At other meetings throughout the year, the Compensation Committee considers matters such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of the Company’s compensation strategy, potential modifications to that strategy, and new trends, plans or approaches to compensation. The Compensation Committee assists the Board in evaluating the performance of the Chief Executive Officer and approves or, as deemed appropriate, recommends to the Board any adjustments to his compensation, as well as awards to be granted. As part of any of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, stock ownership information, Company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels, and the recommendations of the Compensation Committee’s compensation consultant and the Chief People Officer, including analyses of executive compensation paid at comparable companies. These materials provide a framework for decision-making regarding compensation opportunities and final compensation determinations for each NEO. The Compensation Committee members arrive at compensation decisions after considering the factors they deem relevant in light of their individual experience, business judgment, and knowledge of the Company, each NEO, and the competitive market. Role of Management In performing its responsibilities, the Compensation Committee consults with the Chief Executive Officer, the Chief People Officer and other members of our management team. Management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data, and management’s perspective on compensation matters. The salary and incentive opportunities, program structures, and other compensation-related matters for senior managers who report directly to the Chief Executive Officer, including Mr. Burke and Ms. Antonoff, are subject to prior recommendation from the Chief Executive Officer, other than with respect to himself. Further, Mr. Burke makes recommendations to the Compensation Committee with respect to the compensation for Ms. Stick. The Compensation Committee considers these recommendations as one factor in determining its recommendation regarding compensation of our executive officers. Role of the Compensation Consultant The Compensation Committee has the sole authority to retain an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review, including the authority to approve the consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to the Compensation Committee and its chair and serves at the discretion of the Compensation Committee, which reviews the engagement annually. In 2024, the Compensation Committee engaged Compensia, Inc., a nationally recognized compensation consulting firm, to serve as its independent compensation consultant and advise on executive compensation matters, including competitive market pay practices for our executive officers, including our NEOs, and data analysis and selection of the compensation peer group. For 2024, Compensia provided various services, including the following:

  52. How We Determine Compensation

    | • | assisted in the review and updating of our compensation peer group; |

  53. How We Determine Compensation

    | • | analyzed compensation levels of our NEOs relative to competitive market data based on companies in our compensation peer group and selected compensation surveys; |

  54. How We Determine Compensation

    | • | supported the finalization of terms for the performance-based equity awarded to our NEOs in 2024. |

  55. 2024 PEER GROUP

    2024 PEER GROUP

  56. 2024 PEER GROUP

    | Alarm.com Holdings (ALRM) | Everbridge (EVBG) | ON24 (ONTF) | | American Software (AMSW.A) | Globalstar (GSAT) | Ooma (OOMA) | | Clear Secure (YOU) | LiveVox Holdings (LVOX) | OptimizeRx (OPRX) | | Couchbase (BASE) | Matterport (MTTR) | PagerDuty (PD) | | CS Disco (LAW) | Mitek Systems (MITK) | Soundthinking (SSTI) | | eGain (EGAN) | MiX Telematics (MIX) | TrueCar (TRUE) | | Eventbrite (EB) | Nextdoor Holdings (KIND) | Veritone (VERI) |

  57. 2024 PEER GROUP

    Relative to the peer group approved for the purpose of informing fiscal 2023 compensation, the Compensation Committee removed Nitro Software, Ping Identify Holding, Shotspotter, Sumo Logic, and System 1 because they were acquired, and added Alarm.com Holdings, Clear Secure, Everbridge, Matterport and Soundthinking based on their alignment with the peer selection criteria described above. The Compensation Committee expects to review the peer group for suitability at least annually with our compensation consultant to account for any year-over-year changes to our business and the businesses of our peer companies and modify the peer group as needed. The Compensation Committee utilizes the compensation of executive officers of the companies in this peer group data as one reference point for evaluating and determining the compensation of our NEOs, along with various other factors, such as market competition for a particular position, the strategic importance of the position, requirements of the position, retention considerations, an individual’s performance, possession of a unique skill or knowledge set, proven leadership capabilities and internal pay equity. In determining the compensation of our NEOs, our Compensation Committee considered the market data provided by Compensia and other factors outlined below in “Compensation-Setting Factors.” The Compensation Committee generally does not specifically benchmark the compensation of any individual to a precise percentile within the range of compensation found in the market data. In addition, the Compensation Committee does not have a set formula by which it determines how much of the NEO’s compensation is fixed rather than variable or at risk. Compensation-Setting Factors The Compensation Committee reviews compensation annually for all our executive officers. In setting executive base salaries and bonuses and granting equity incentive awards, the Compensation Committee and the Board consider compensation for comparable positions in the market, the historical compensation levels of our executives, company-wide and individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short and long-term results that are in the best interests of our stockholders, and the desire to incent a long-term commitment to our company. We target a general competitive position, incorporating market data provided by the Compensation Committee’s independent compensation consultant, to help inform the mix of base salary, bonus and long-term equity incentives. Our Compensation Committee has historically determined our executives’ compensation and consults with the full Board in determining the compensation of our Chief Executive Officer. Our Compensation Committee typically reviews and discusses management’s proposed compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and its discretion, taking into account the factors noted above, the Compensation Committee approves or, as deemed appropriate, recommends to the Board the base salaries and cash incentive bonuses for our executive officers. The Compensation Committee also reviews its decisions with the full Board, and considers any input received. When reviewing and approving the amount of each compensation element and the target total compensation opportunity for our executive officers, the Compensation Committee considers the following factors:

  58. 2024 PEER GROUP

    | • | Our performance against the annual corporate goals established by the Compensation Committee and the Board in consultation with management; |

  59. 2024 PEER GROUP

    | • | Each executive officers’ skills, experience, and qualifications and the scope of the executive officer’s role relative to other similarly situated executives at our peer group companies; |

  60. 2024 PEER GROUP

    | • | The performance of each individual executive officer, based on an assessment of their contributions to our overall performance, ability to lead their department, and work as part of a team, all of which reflect our core values; |

  61. 2024 PEER GROUP

    | • | Compensation parity amount our executive officers; |

  62. 2024 PEER GROUP

    | • | Our retention goals, and potential difficulty of replacing the executive officer if they were to leave the Company; |

  63. 2024 PEER GROUP

    | • | Our financial performance relative to our peers; |

  64. 2024 PEER GROUP

    | • | The compensation practices of our compensation peer group and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels; and |

  65. 2024 PEER GROUP

    | • | The recommendation provided by our Chief Executive Officer with respect to the compensation of Mr. Burke and Ms. Antonoff, and the recommendation provided by Mr. Burke with respect to the compensation of Ms. Stick. |

  66. 2024 PEER GROUP

    These factors provide the framework for determining the compensation of each of our executive officers, including our NEOs. The Compensation Committee does not assign relative weights or rankings to these factors, and does not consider any single factor as determinative in the compensation of our executive officers. Rather, the Compensation Committee and our Board, as applicable, rely on their own knowledge and judgment in assessing these factors and making compensation decisions.

  67. 2024 Executive Compensation

    2024 Executive Compensation 2024 Compensation Elements Our executive compensation program consists primarily of the three components described below. Base Salary The base salary for each NEO is set at a level that is commensurate with the executive’s duties and authority, contributions, prior experience, and sustained performance. Consistent with our long-term oriented philosophy, base salaries represent a small portion of the NEOs’ total direct compensation. In setting base salary amounts, we aim for internal equity among executives in similar roles and with similar performance and tenure. The 2024 base salaries for our NEOs, shown below, fell between the 30th and 50th percentiles of our peer group. Increases in base salary for the NEOs other than Mr. Burke were in line with the normal merit process that reviews individual performance and compensation practices at the peer group. With respect to Mr. Burke, the Compensation Committee recommended, and the Board approved, an increase in Mr. Burke’s base salary to more closely align his target cash compensation with the 50th percentile of our peer group.

  68. 2024 Executive Compensation

    Annual Incentive Plan Our annual incentive plan, the Life360 Compensation Plan for Board Directors and Company Leadership, is structured to promote the achievement of specific and measurable goals approved by the Compensation Committee at the beginning of the year. We use the same metrics to determine the Company and business unit portion of the annual incentive awards for all executives to promote an enterprise-wide mindset. The goals for the individual portion of the Chief Executive Officer’s annual incentive is set by the Compensation Committee, Ms. Stick’s goals are set by Mr. Burke, and Mr. Burke’s and Ms. Antonoff’s goals are set by the Chief Executive Officer. Target Incentive Opportunities At the beginning of 2024, the Compensation Committee recommended, and the Board approved, target bonus opportunities for the NEOs as reflected in the table below. Ms. Stick’s target bonus opportunity as a percentage of base salary was increased from 30% to 40% in order to more closely align her target cash compensation with the 50th percentile of our peer group.

  69. 2024 Executive Compensation

    | Executive | Base Salary | Target Bonus (%) | Target Bonus ($) | | Chris Hulls | $515,000 | 100% | $515,000 | | Russell Burke | $450,000 | 50% | $225,000 | | Lauren Antonoff | $475,000 | 50% | $237,500 | | Susan Stick | $340,000 | 40% | $136,000 |

  70. 2024 Executive Compensation

    Final annual incentive payouts for the NEOs in 2024 were determined based on the following formula: Company Performance Metrics and Results For each Company performance metric, the Compensation Committee sets a “primary” target. In 2024 these targets were aggressive, with targets set at least 20% higher than 2023 results. The Company performance multiplier ultimately is determined based upon how many of these targets are attained. The exact payout percentage, which can range from 0-200% (with a 100% target), is decided by the Compensation Committee after consulting with the Chief Executive Officer (and Mr. Burke, with respect to Ms. Stick’s payout). While there is no set formula, the following examples illustrate potential outcomes:

  71. 2024 Executive Compensation

    Individual Performance Metrics and Results The individual performance metrics and targets for the Chief Executive Officer are set by the Compensation Committee, and by Mr. Burke for Ms. Stick and by the Chief Executive Officer for Mr. Burke and Ms. Antonoff. After the end of the year, the Compensation Committee determines the NEOs’ individual achievements. The individual performance multiplier can range from 0% to 200%, though typically only exceptional performance would result in a multiplier that exceeds 100%. Individual performance and individual multiplier determinations are based on a qualitative assessment of performance and not against measurable targets or set goals. With respect to 2024, the Compensation Committee approved a 90% payout for the individual performance component for Mr. Hulls, Mr. Burke and Ms. Antonoff. In determining the 90% payout, the Compensation Committee considered the recommendation of Mr. Hulls, the strong performance with respect to the various corporate goals as well as the success of the our U.S. IPO and the strength of the subscription business, but also acknowledged that the Company had achieved below target performance with respect to product improvements and innovations for the year. With respect to Ms. Stick, the Compensation Committee approved a 100% payout for the individual component, consistent with the payout level for the other participants in the annual incentive program. How Annual Incentive Awards Are Paid At the discretion of the Board, the NEOs were eligible to receive 50% of their estimated 2024 annual incentive awards during the year. Once full-year performance is determined, the NEOs will receive the remainder of their annual awards. In November 2024, the NEOs received 50% of their estimated annual incentive awards. The NEOs were given the option to receive such amounts in the form of 100% cash, 100% fully vested RSUs, or 50% cash and 50% fully vested RSUs. All of the NEOs other than Mr. Hulls elected to receive 100% of their estimated annual incentive award in the form of fully vested RSUs. Mr. Hulls’ estimated annual incentive award was paid 100% in the form of cash. The remainder of the NEOs’ annual incentive awards were paid in cash after full-year performance was determined. Final Annual Incentive Awards Based on Life360’s performance and the individual results described above, the NEOs earned the annual incentive awards shown below.

  72. 2024 Executive Compensation

    | Executive | Target Bonus | Company Performance Multiplier (50%) | Individual Performance Multiplier (50%) | Final Bonus | | Chris Hulls | $515,000 | 100% | 90% | $489,250 | | Russell Burke | $225,000 | 100% | 90% | $213,750(1) | | Lauren Antonoff | $237,500 | 100% | 90% | $225,625(1) | | Susan Stick | $136,000 | 100% | 100% | $136,000 (1) |

  73. 2024 Executive Compensation

    | (1) The amounts reported for Mr. Burke, Ms. Antonoff and Ms. Stick do not include an additional $24,804, $28,768 and $14,991, respectively, that is included for them in the Stock Awards column of the 2024 Summary Compensation Table below, which amounts represent the excess of the grant date fair value of the RSUs that they received in November 2024 under the Life360 Compensation Plan for Board Directors and Company Leadership over the amount that they would have received their 2024 bonuses been settled in cash. This difference results from a delay in the grant date of such RSUs. |

  74. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards Our equity awards serve as a long-term retention tool, encouraging executives to remain with Life360 and build value over the long term. In 2024, the NEOs’ equity compensation (with the exception of Ms. Stick) was delivered in the form of performance-based RSUs and time-based RSUs, with performance-based RSUs making up 60% of Mr. Hulls’ equity compensation and 40% of the equity compensation for each of Mr. Burke and Ms. Antonoff. Ms. Stick’s 2024 equity compensation was granted entirely in the form of time-based RSUs. With the introduction of PRSUs as a component of the long-term equity incentive opportunities for Messrs. Hulls and Burke and Ms. Antonoff, there is a larger portion of their total direct compensation that is tied to Company performance, in addition to the amounts subject to the achievement of the performance goals under the annual incentive plan. 2024 Target Equity Grants In 2024, the Compensation Committee granted equity awards to the NEOs in the form of RSUs and PRSUs in the amounts shown below.

  75. Long-Term Equity Incentive Awards

    | Executive | Time-Based RSUs# | Time-Based RSUs Target Equity Value(1) | Target Performance- Based RSU# | Target Performance-Based RSUs Target Equity Value(1) | | Chris Hulls | 40,885 | $1,200,000 | 61,328 | $1,800,000 | | Russell Burke | 34,763 | $900,000 | 23,175 | $600,000 | | Lauren Antonoff | 46,350 | $1,200,000 | 30,900 | $800,000 | | Susan Stick(2) | 13,577 | $350,000 | — | — |

  76. Long-Term Equity Incentive Awards

    | (1) With respect to the NEO equity awards, except for our Chief Executive Officer’s, the values noted below differ from those in the 2024 Summary Compensation Table because the closing price of our common stock on the ASX on each grant date was used to calculate the grant date fair values noted on the 2024 Summary Compensation Table rather than the five-day average fair market value preceding the grant date that was used to calculate the number of RSUs awarded to each executive. |

  77. Long-Term Equity Incentive Awards

    | (2) Ms. Stick’s equity award was prorated to account for her start date of July 31, 2023. |

  78. Long-Term Equity Incentive Awards

    In determining the aggregate number of shares underlying our equity awards, the Compensation Committee considers the dilutive effect of our equity incentive compensation practices and the overall impact that equity awards will have on stockholder value. The Compensation Committee also considered the value of each NEO’s existing equity holdings, including the current economic value and vesting schedules of any unvested equity awards, and the ability of those unvested holdings to satisfy our reward and retention objectives. Terms of Performance-Based Restricted Stock Units Beginning in 2024, consistent with stockholder feedback, we introduced performance-based equity awards in the form of PRSUs as a component of long-term equity incentive compensation for Messrs. Hulls and Burke and Ms. Antonoff. We limited the number of recipients of these awards in the inaugural year to give us the opportunity to refine the structure of the awards without impacting as many executives in the process and, thus, impairing our ability to satisfy our compensation objectives of attracting and retaining key talent. In future years, we will consider adding additional executive recipients, continuing to focus on those that have the greatest ability to influence the company performance to targets. The PRSUs granted to Messrs. Hulls and Burke and Ms. Antonoff were subject to the achievement of performance goals based on our 2024 revenue and Adjusted EBITDA performance, with each metric equally weighted and with 25% of any earned PRSUs scheduled to vest on the first quarterly vesting date following the Compensation Committee’s determination of performance, with the remaining 75% converting to time-based RSUs and vesting in twelve equal quarterly installments, subject to continued employment through each vesting date. Although performance is measured over a one-year period, in recognition of our transitioning to a PRSU program and the challenges associated with developing multi-year goals, the awards remain subject to a full four years of stock price fluctuations, further aligning the NEOs’ interests with the interests of our stockholders. Achievement of threshold and maximum performance with respect to each metric would result in a payout equal to 90% and 200% of target, respectively. In addition, payouts with respect to the revenue metric would be capped at 100% of target if threshold performance was not achieved with respect to the Adjusted EBITDA metric. Payouts would increase by 1% for each additional 1% achieved above the applicable threshold level up to the applicable target level. For payouts above the applicable target level, payouts would increase by 3% for each additional 1% achieved above the applicable target level for the revenue metric, and by 2% for each additional 1% achieved above the applicable target level for the Adjusted EBITDA metric, subject to an overall cap of 200% of target. Following the conclusion of the performance period for the 2024 PRSU awards, in February 2025, the Compensation Committee certified the achievement levels reflected in the table below for the PRSU awards granted to Messrs. Hull and Burke and Ms. Antonoff in 2024:

  79. Long-Term Equity Incentive Awards

    | Metric (in millions) | 2024 Target | Actual Result | % Weighted Achievement | | Revenue (50% Weighting) | $375 | $371.484 | 49.50% | | Adjusted EBITDA(1) (50% Weighting) | $33.6 | $45.484 | 85.40% | | | Total Payout: | | 134.90% |

  80. Long-Term Equity Incentive Awards

    | (1) See the Appendix for additional information, including a reconciliation of Adjusted EBITDA to net loss. |

  81. Long-Term Equity Incentive Awards

    Based on the achieved performance level, Messrs. Hulls and Burke and Ms. Antonoff are eligible to vest in the following number of shares, subject to their continued employment, 82,732, 31,264, and 41,685, respectively. Terms of Time-Based Restricted Stock Units The Compensation Committee believes that RSUs that vest over several years are effective at retaining talented executives and motivating them to continue to pursue Life360’s long-term goals because the value of RSUs is directly tied to our stock price. The RSUs granted in 2024 will vest over four years in equal monthly increments beginning on January 1, 2024, so long as the recipient remains in continuous service with Life360. Each RSU represents a contingent right to receive one share of our Common Stock upon vesting.

  82. One-Time Transaction Bonuses and RSU Award

    One-Time Transaction Bonuses and RSU Award Following the completion of our U.S. IPO in June 2024, the Board determined to grant one-time transaction bonuses to certain individuals, including Messrs. Hulls and Burke and Ms. Stick, in recognition of the important roles they played in preparing and guiding the Company through the U.S. IPO. The Board approved transaction bonuses for Messrs. Hulls and Burke and Ms. Stick in the amounts of $400,000, $450,000, and $68,000, respectively. In addition, Ms. Stick was granted an RSU award with respect to 2,011 shares, which is scheduled to vest in equal monthly installments over two years, commencing on July 6, 2024, and subject to her continued service with the Company through each applicable vesting date.

  83. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Our NEOs are provided certain protections either in their employment agreement or the terms of the Company’s 2023 Severance and Change in Control Plan. In March 2024, both Mr. Hulls and Mr. Burke became participants in the 2023 Severance and Change in Control Plan. For additional information, refer to “Executive Compensation—Potential Payments and Benefits Upon Termination or Change in Control” below.

  84. Summary Compensation Table

    Summary Compensation Table The following table shows for the fiscal years ended December 31, 2024, 2023, and, to the extent required by the SEC rules, 2022 compensation awarded to or paid to, or earned by, the NEOs.

  85. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE

  86. 2024 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Chris Hulls Co-Founder, Executive Director, & Chief Executive Officer | 2024 | 515,000 | 400,000 | 2,999,952 | — | 489,250 | 8,600 | 4,412,802 | | | 2023 | 500,000 | 904,000 | — | — | 507,200 | 3,600 | 1,914,800 | | | 2022 | 500,000 | — | 566,912 | 2,309,293 | 552,000 | 4,400 | 3,932,605 | | Russell Burke Chief Financial Officer | 2024 | 450,000 | 450,000 | 1,483,683 | — | 213,750 | 3,600 | 2,601,033 | | | 2023 | 400,000 | — | 1,660,947 | — | 220,000 | 3,600 | 2,284,547 | | Lauren Antonoff Chief Operating Officer | 2024 | 475,000 | — | 1,973,923 | — | 225,625 | 3,600 | 2,678,148 | | | 2023 | 298,295 | 80,000 | 4,846,904 | — | 157,932 | 3,600 | 5,386,731 | | Susan Stick General Counsel and Corporate Secretary | 2024 | 340,000 | 68,000 | 437,214 | — | 136,000 | 3,600 | 984,814 | | | 2023 | 111,111 | 40,000 | 1,503,974 | — | 44,555 | 3,600 | 1,703,240 |

  87. 2024 SUMMARY COMPENSATION TABLE

    | (1) Amounts reflect salary earned during the applicable calendar year. |

  88. 2024 SUMMARY COMPENSATION TABLE

    | (2) The amounts reflected for Messrs. Hull and Burke and Ms. Stick for 2024 represent one-time transaction bonuses in the amounts of $400,000, $450,000, and $68,000, respectively, which were paid following the completion of our U.S. IPO in June 2024. |

  89. 2024 SUMMARY COMPENSATION TABLE

    | (3) Option awards and RSU awards are reported at aggregate grant date fair value in the year of grant, as determined in accordance with the provisions of FASB ASC Topic 718. The amounts reflected for Mr. Burke, Ms. Antonoff and Ms. Stick for 2024 also reflect $24,804, $28,768 and $14,991, respectively, representing the excess of the grant date fair value of the RSUs that they received in November 2024 under the Life360 Compensation Plan for Board Directors and Company Leadership over the amount that they would have received had their 2024 bonuses been settled in cash. This difference results from a delay in the grant date of such RSUs. The amounts included in the Stock Awards column for the PRSUs granted during 2024 are calculated based on the probable satisfaction of the performance conditions for such awards as of the date of grant. Assuming the highest level of performance is achieved for the 2024 PRSUs, the maximum grant date fair value for the 2024 PRSUs would be as follows: Mr. Hulls, $3,600,000; Mr. Burke, $1,200,000; and Ms. Antonoff, $1,600,000. For the assumptions used in valuing these awards for purposes of computing this expense, please see Note 13 of the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

  90. 2024 SUMMARY COMPENSATION TABLE

    | (4) Amounts reflect cash bonus amounts earned pursuant to the Life360 Compensation Plan for Board Directors and Company Leadership, discussed in greater detail below. |

  91. 2024 SUMMARY COMPENSATION TABLE

    | (5) For 2024, amounts reflect company 401(k) contributions of $3,600 per individual. For our Chief Executive Officer, the amount reflected for 2024 also reflects a health club reimbursement provided by the Company. |

  92. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table shows for the fiscal year ended December 31, 2024, certain information regarding grants of plan-based awards to the NEOs:

  93. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

  94. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Chris Hulls | — | | — | 515,000 | 1,030,000 | — | — | — | — | — | — | — | | | 5/29/2024 | 3/27/2024 | — | — | — | — | — | — | 40,885 | — | — | 1,199,975 | | | 5/29/2024 | 3/27/2024 | — | — | — | 55,195 | 61,328 | 122,656 | — | — | — | 1,799,977 | | Russell Burke | — | | — | 225,000 | 550,000 | — | — | — | — | — | — | — | | | 3/27/2024 | 3/27/2024 | — | — | — | — | — | — | 34,763 | — | — | 875,332 | | | 3/27/2024 | 3/27/2024 | — | — | — | 20,857 | 23,175 | 46,350 | — | — | — | 583,547 | | | 11/15/2024 | 11/15/2024 | — | — | — | — | — | — | 591 | | | 24,804 | | Lauren Antonoff | — | | — | 237,500 | 575,000 | — | — | — | — | — | — | — | | | 3/27/2024 | 3/27/2024 | — | — | — | — | — | — | 46,350 | — | — | 1,167,093 | | | 3/27/2024 | 3/27/2024 | — | — | — | 27,810 | 30,900 | 61,800 | — | — | — | 778,062 | | | 11/15/2024 | 11/15/2024 | — | — | — | — | — | — | 686 | | | 28,768 | | Susan Stick | — | | — | 136,000 | 272,000 | — | — | — | — | — | — | — | | | 4/14/2024 | 4/14//2024 | — | — | — | — | — | — | 13,577 | — | — | 357,469 | | | 7/7/2024 | 7/7/2024 | — | — | — | — | — | — | 2,011 | — | — | 64,754 | | | 11/15/2024 | 11/15/2024 | — | — | — | — | — | — | 357 | | | 14,991 |

  95. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | (1) These amounts represent the target and maximum payout levels under the Life360 Compensation Plan for Board Directors and Company Leadership for 2024. There is no threshold payout level under the Life360 Compensation Plan for Board Directors and Company Leadership. |

  96. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | (2) These amounts represent the threshold, target and maximum payout levels applicable to the PRSUs granted under the Stock Plan in 2024 to Messrs. Hulls and Burke and Ms. Antonoff. These PRSUs were earned based on achievement with respect to performance metrics related to the Company’s revenue and Adjusted EBITDA performance during 2024, and vest 25% on the first quarterly vesting date following the Compensation Committee’s determination of actual performance (February 15, 2025), and in twelve equal quarterly installments thereafter, subject to the holder’s continued service on each vesting date. |

  97. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | (3) These amounts represent RSUs granted to the NEOs under the Stock Plan in 2024. The RSUs vest in equal monthly installments over four years beginning on January 1, 2024, subject to the holder’s continued service on each vesting date, except for the RSUs granted to Ms. Stick on July 7, 2024, which vest in equal monthly installments over two years from June 6, 2024, subject to her continued service on each vesting date and the RSUs granted on November 15, 2024 which were fully vested as of the grant date and represent the RSUs associated with the excess of the grant date fair value of the RSUs received in November 2024 under the Life360 Compensation Plan for Board of Directors and Company Leadership over the amount that the NEO would have received had their 2024 bonuses been settled in cash. |

  98. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | (4) RSU awards are reported at aggregate grant date fair value in the year of grant, as determined in accordance with the provisions of FASB ASC Topic 718. The amounts included for the PRSUs granted during 2024 are calculated based on the probable satisfaction of the performance conditions for such awards as of the date of grant. For the assumptions used in valuing these awards for purposes of computing this expense, please see Note 13 of the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

  99. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table shows for the fiscal year ended December 31, 2024, certain information regarding outstanding equity awards at fiscal year-end for the NEOs.

  100. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024(1)

    OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024(1)

  101. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024(1)

    | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares of units of stock that have not vested ($)(2) | | Chris Hulls | 10/24/2017 | 208,987 | — | 2.15 | 10/24/2027 | — | — | | | 7/16/2018 | 1,269,386 | — | 2.53 | 7/16/2028 | — | — | | | 10/30/2018 | 10 | — | 9.55 | 10/30/2028 | — | — | | | 7/30/2020 | 230,000 | — | 7.28 | 7/30/2030 | — | — | | | 2/1/2021(3) | 95,833 | 4,167 | 13.35 | 2/1/2027 | 2,084 | 86,007 | | | 5/20/2022(4) | 205,599 | 76,366 | 8.19 | 5/20/2028 | 18,748 | 773,730 | | | 5/29/2024(5) | — | — | — | — | 31,516 | 1,300,665 | | | 5/29/2024(6) | — | — | — | — | 82,732 | 3,414,350 | | Russell Burke | 5/19/2020 | 480,514 | — | 3.58 | 5/19/2030 | — | — | | | 3/15/2022(7) | 80,268 | 36,486 | 10.49 | 3/15/2028 | 9,106 | 375,805 | | | 2/9/2023(8) | — | — | — | — | 49,933 | 2,060,735 | | | 3/27/2024(5) | — | — | — | — | 26,797 | 1,105,912 | | | 3/27/2024(6) | — | — | — | — | 31,264 | 1,290,265 | | Lauren Antonoff | 5/18/2023(9) | — | — | — | — | 165,257 | 6,820,156 | | | 3/27/2024(5) | — | — | — | — | 35,729 | 1,474,536 | | | 3/27/2024(6) | — | — | — | — | 41,685 | 1,720,340 | | Susan Stick | 8/11/2023(10) | — | — | — | — | 63,987 | 2,640,743 | | | 4/14/2024(5) | — | — | — | — | 10,466 | 431,932 | | | 7/7/2024(11) | — | — | — | — | 1,509 | 62,276 |

  102. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024(1)

    | (1) All of the option awards and stock awards were granted under the Stock Plan. |

  103. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024(1)

    | (2) Values are based on the closing price of our common stock on the Nasdaq Stock Market LLC on December 31, 2024 ($41.27). |

  104. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024(1)

    | (3) Represents a grant of 100,000 stock options and 50,000 RSUs that each vested in equal monthly installments over four years from February 1, 2021, subject to the holder’s continued service on each vesting date. |

  105. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024(1)

    | (4) Represents a grant of 281,965 stock options and 69,220 RSUs that each vest in equal monthly installments over four years from January 1, 2022, subject to the holder’s continued service on each vesting date. |

  106. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024(1)

    | (5) Represents a grant of RSUs that vest in equal monthly installments over four years beginning on January 1, 2024, subject to the holder’s continued service on each vesting date. |

  107. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024(1)

    | (6) Represents the number of PRSUs that were earned based on achievement with respect to performance metrics related to revenue and Adjusted EBITDA performance during 2024, and which vested 25% on February 15, 2025, with the remaining 75% vesting in twelve equal quarterly installments, subject to the holder’s continued service on each vesting date. |

  108. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024(1)

    | (7) Represents a grant of 116,754 stock options and 29,138 RSUs that each vest in equal monthly installments over four years from March 1, 2022, subject to the holder’s continued service on each vesting date. |

  109. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024(1)

    | (8) Represents a grant of 138,297 RSUs that vest in equal monthly installments over three years from January 1, 2023, subject to the holder’s continued service on each vesting date. |

  110. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024(1)

    | (9) Represents a grant of 349,957 RSUs that vested one-third on May 2, 2024, the remaining portion of which will vest in equal monthly installments over two years from May 2, 2024, subject to the holder’s continued service on each vesting date. |

  111. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024(1)

    | (10) Represents a grant of 99,076 RSUs that vested one-fourth on July 31, 2024, the remaining portion of which will vest in equal monthly installments over three years from July 31, 2024, subject to the holder’s continued service on each vesting date. |

  112. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024(1)

    | (11) Represents a grant of 2,011 RSUs that vest in equal monthly installments over two years from June 6, 2024, subject to the holder’s continued service on each vesting date. |

  113. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table shows for the fiscal year ended December 31, 2024, certain information regarding option exercises and the vesting of stock awards during the last fiscal year with respect to the NEOs:

  114. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024

    OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024

  115. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Chris Hulls | — | — | 39,174 | 1,263,579 | | Russell Burke | 40,000 | 1,407,760 | 64,604 | 2,079,735 | | Lauren Antonoff | — | — | 199,095 | 6,498,538 | | Susan Stick | — | — | 40,667 | 1,477,639 |

  116. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024

    | (1) The amounts reported as the “Value Realized on Exercise” (if any) are determined by multiplying (i) the number of shares of common stock to which the exercise of the option is related by (ii) the difference between the per-share price of the common stock on the exercise date and the exercise price of the options. The amounts reported represent the gross number of shares acquired upon the exercise of option awards, without deduction for shares that may have been withheld to satisfy the applicable exercise price or tax withholding obligations. |

  117. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024

    | (2) The amounts reported as the “Value Realized on Vesting” (if any) are determined by multiplying (i) the number of shares of common stock that vested by (ii) the per-share price of the common stock on the vesting date. The amounts reported represent the gross number of shares acquired upon vesting of stock awards, without deduction for shares that may have been withheld to satisfy applicable tax withholding obligations. The amounts reported in this column also include the value of fully vested RSUs granted to Mr. Burke, Ms. Antonoff and Ms. Stick in partial settlement of their 2024 annual bonuses. |

  118. Potential Payments and Benefits Upon Termination or Change in Control

    Potential Payments and Benefits Upon Termination or Change in Control The table below sets forth the amount of compensation and benefits payable under the Company’s 2023 Severance and Change in Control Plan (the “Severance Plan”) to each participant upon (i) the participant’s termination of employment without Cause (as such term is defined in the Severance Plan) and (ii) the participant’s Enhanced Termination (as defined below). The amounts shown in the table below assume that such termination of employment was effective as of December 31, 2024, and thus are estimates of the amounts that would be paid out to the participant in such circumstances. Mr. Hulls became a participant in the Severance Plan in March 2024, and is thus presently eligible to receive the following benefits under the Plan upon (i) his termination of employment without Cause and (ii) his Enhanced Termination. Any notice pay to be received by Mr. Hulls in the event of a termination without Cause may be offset by severance benefits he is eligible to receive under the Severance Plan.

  119. Potential Payments and Benefits Upon Termination or Change in Control

    | Name | Type of Termination | Base Salary ($)(1) | COBRA($)(2) | Accelerated Vesting of Equity Awards ($)(3) | Total ($) | | Chris Hulls | Termination Without Cause | 515,000 | 36,040 | N/A | 551,040 | | | Enhanced Termination | 515,000 | 36,040 | 8,898,349 | 9,449,389 |

  120. Potential Payments and Benefits Upon Termination or Change in Control

    Mr. Burke became a participant in the Severance Plan in March 2024, and is thus presently eligible to receive the following benefits under the Plan upon (i) his termination of employment without Cause and (ii) his Enhanced Termination. Any notice pay to be received by Mr. Burke in the event of a Termination Without Cause may be offset by severance benefits he is eligible to receive under the Severance Plan.

  121. Potential Payments and Benefits Upon Termination or Change in Control

    | Name | Type of Termination | Base Salary ($)(1) | COBRA($)(2) | Accelerated Vesting of Equity Awards ($)(3) | Total ($) | | Russell Burke | Termination Without Cause | 225,000 | 13,882 | N/A | 238,882 | | | Enhanced Termination | 225,000 | 13,882 | 6,338,494 | 6,577,376 |

  122. Potential Payments and Benefits Upon Termination or Change in Control

    | (1) In the event of Termination Without Cause, represents a lump sum cash payment equal to 12 months of base salary for Mr. Hulls and six months of base salary for Mr. Burke. Each of the aforementioned are eligible to receive the same amount of respective base salary severance benefits upon an Enhanced Termination. |

  123. Potential Payments and Benefits Upon Termination or Change in Control

    | (2) In the event of Termination Without Cause, represents payment of COBRA premiums for 12 months following Mr. Hulls’ termination and six months following Mr. Burke’s termination or, in each such case, until (i) the expiration of eligibility for the continuation coverage under COBRA or (ii) the date when Mr. Hulls or Mr. Burke respectively become eligible for equivalent insurance coverage in connection with any new employment. Both Mr. Hulls and Mr. Burke are eligible to receive the same respective amount of COBRA payment benefits upon an Enhanced Termination. |

  124. Potential Payments and Benefits Upon Termination or Change in Control

    | (3) In the event of an Enhanced Termination only, the vesting and exercisability of each outstanding unvested stock option and other stock award, as applicable, that Mr. Hulls and Mr. Burke respectively hold covering Company Common Stock as of the date of their Enhanced Termination (each, an “Equity Award”) that is subject to time-vesting shall be accelerated in full and any reacquisition or repurchase rights held by the Company in respect of Company Common Stock issued pursuant to any time-vesting Equity Award granted to Mr. Hulls and Mr. Burke respectively shall lapse in full. Values are based on the closing price of our common stock on the Nasdaq Stock Market LLC on December 31, 2024 ($41.27). |

  125. Potential Payments and Benefits Upon Termination or Change in Control

    Receipt of benefits under the Severance Plan is contingent upon the participant executing a general waiver and release and allowing it to become effective in accordance with its terms, in no event more than sixty (60) days following the date of the participant’s Covered Termination (as defined below). Receipt of the above benefits shall cease if the participant willfully breaches any material statutory, common law, or contractual obligation to the Company or an affiliate (including, without limitation, the contractual obligations set forth in the participant’s Confidential Information and Inventions Assignment Agreement, or similar or successor agreement, and any other confidentiality, non-disclosure and developments agreement, non-competition, non-solicitation, or similar type agreement between the participant and the Company, as applicable); fails to enter into the terms of the Confidential Information and Inventions Assignment Agreement; or without the prior written approval of the Severance Plan administrator, engages in a Prohibited Action (as defined below). Benefits are also subject to recoupment if the participant engages in a Prohibited Action during the Prohibited Period (which is defined below and corresponds to the number of months such participant is receiving severance benefits) and as otherwise required by any other Company policy or applicable law. Benefits are also subject to reduction in the event the participant is receiving any other severance benefits, pay and benefits provided during a period following written notice of a business closing or mass layoff, pay and benefits in lieu of such notice, or other similar benefits payable to the participant by the Company or an affiliate that become payable in connection with the participant’s termination of employment pursuant to (i) any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act or any other similar state law or (ii) any Company policy or practice providing for the participant to remain on the payroll for a limited period of time after being given notice of the termination of the participant’s employment. The following capitalized terms are defined in the Severance Plan, and are summarized as follows:

  126. Potential Payments and Benefits Upon Termination or Change in Control

    | (1) “Enhanced Termination” means (1) the employee’s resignation for Good Reason or (2) any Covered Termination that occurs during the period commencing three months prior to and ending 12 months following a change of the majority of the members of the Board. |

  127. Potential Payments and Benefits Upon Termination or Change in Control

    | (2) “Covered Termination” means a termination of employment that is due to a termination by the Company without Cause (and other than as a result of the employee’s death or disability). |

  128. Potential Payments and Benefits Upon Termination or Change in Control

    | (3) A “Prohibited Action” occurs if the employee: (i) breaches a material provision of his or her confidentiality agreement and/or any restrictive covenants set forth in his or her employment agreement, or under applicable law; (ii) solicits any of the Company’s then current employees to leave the Company’s employ for any reason; or (iii) induces any of the Company’s then current customers or other third parties to terminate their existing business relationship with the Company. |

  129. Potential Payments and Benefits Upon Termination or Change in Control

    | (4) The “Prohibited Period” commences on the date of the employee’s Covered Termination and continues for the number of months corresponding to his or her severance period set forth in such employee’s participation agreement under the Severance Plan. |

  130. Potential Payments and Benefits Upon Termination or Change in Control

    | (5) “Good Reason” means a resignation following any of the following events or conditions, without the applicable employee’s express written consent: (i) a material reduction in base salary; (ii) relocation to an office from remote work; (iii) any action or inaction that constitutes a material breach by the Company of the employment agreement; or (iv) a material reduction in duties, authority or responsibilities. |

  131. Potential Payments and Benefits Upon Termination or Change in Control

    Lauren Antonoff and Susan Stick are not participants in the Severance Plan and are thus entitled to receive the following termination-related benefits as set out in their respective employment agreements. The amounts set forth below assume that such termination of employment was effective as of December 31, 2024, and thus are estimates of the amounts that would be paid out to each individual in such circumstances.

  132. Potential Payments and Benefits Upon Termination or Change in Control

    | • | Lauren Antonoff. Under her Employment Agreement, Ms. Antonoff’s employment is “at-will,” provided that the Company is required to give Ms. Antonoff at least six months’ notice in the event of its termination of Ms. Antonoff’s employment without Cause (as defined below), which excludes terminations due to death or disability and Ms. Antonoff is required to provide the Board six months’ notice to terminate her employment voluntarily, although the Board may waive the required notice period to be given by Ms. Antonoff. In the event Ms. Antonoff is terminated by the Company without Cause or she resigns her employment for Good Reason (as defined below), and provided she signs a separation agreement and general release of claims and allows it to become effective, she is eligible to receive severance in the amount of six months of her base salary (the gross amount of $237,500) and payment of her COBRA premiums for six months following her termination date (in the gross amount of $17,696, or until the earlier of the expiration of her continuation coverage under COBRA or the date when she becomes eligible for health insurance in connection with new employment or self-employment). Additionally, if a Change of Control occurs (as defined in the Stock Plan) and, upon or within twelve (12) months following such Change of Control, Ms. Antonoff’s employment with the Company is terminated by the Company other than for Cause or is terminated by Ms. Antonoff for Good Reason (each as defined below), subject to Ms. Antonoff’s execution and non-revocation of a general release in a form reasonably acceptable to the Company no later than the sixtieth (60th) day after her separation, (i) the vesting of all awards of RSUs held by Ms. Antonoff will accelerate as of such termination ($10,015,032, estimated value based on the closing stock price on December 31, 2024); such that all of the total RSUs held by Ms. Antonoff that are unvested as of such termination will vest. In addition, if the successor to the Company or any affiliate of such successor does not agree to assume, substitute or otherwise continue any awards of RSUs at the time of a Change of Control (and if offered new or continued employment with such acquirer or successor, Ms. Antonoff does not voluntarily resign without Good Reason), then 100% of the then unvested shares subject to the awards of RSUs that are not assumed or substituted for, as applicable, will fully vest and immediately prior to, and contingent upon, the consummation of such Change of Control. |

  133. Potential Payments and Benefits Upon Termination or Change in Control

    “Good Reason” is defined in Ms. Antonoff’s Employment Agreement as follows: a resignation following any of the following events or conditions, without Ms. Antonoff’s express written consent: (i) a material reduction in duties, authority or responsibilities; (ii) requiring to report to an officer or employee other than the CEO or directly to the Board; (iii) a material reduction in annual base salary, annual bonus or incentive compensation opportunity; (iv) the relocation of her principal place of employment to a location more than forty (40) miles from her principal place of employment or the Company requiring her to be based anywhere other than such principal place of employment; or (v) any action or inaction that constitutes a material breach by the Company of the employment agreement.

  134. Potential Payments and Benefits Upon Termination or Change in Control

    | • | Susan Stick. Under her Employment Agreement, Ms. Stick’s employment is “at-will,” provided that in the event her employment is terminated by the Company without Cause or she resigns her employment for Good Reason (each as defined below) she is eligible to receive severance in the amount of six months of her base salary (the gross amount of $170,000) and payment of her COBRA premiums for six (6) months following her termination date (in the gross amount of $18,020. If a Change of Control occurs (as defined in the Company’s Stock Plan) and, upon or within twelve (12) months following such Change of Control, Ms. Stick’s employment with the Company is terminated by the Company other than for Cause or is terminated by Ms. Stick for Good Reason (each as defined below), subject to the Ms. Stick’s execution and non-revocation of a general release in a form reasonably acceptable to the Company no later than the sixtieth (60th) day after her separation, the vesting of all awards of RSUs held by Ms. Stick shall accelerate as of such termination ($3,134,952, estimated value based on the closing stock price on December 31, 2024); such that all of the total RSUs held by Ms. Stick that are unvested as of such termination will vest. In addition, if the successor to the Company or any affiliate of such successor does not agree to assume, substitute or otherwise continue any awards of RSUs at the time of a Change of Control (and if offered new or continued employment with such acquirer or successor, Ms. Stick does not voluntarily resign without Good Reason), then 100% of the then unvested shares subject to the awards of RSUs that are not assumed or substituted for, as applicable, shall fully vest and, if applicable, become exercisable immediately prior to, and contingent upon, the consummation of such Change of Control. |

  135. Potential Payments and Benefits Upon Termination or Change in Control

    “Good Reason” is defined in Ms. Stick’s Employment Agreement as follows: a resignation following any of the following events or conditions, without Ms. Stick’s express written consent: (i) a material reduction of her duties or reporting relationship or (ii) the Company requires her to relocate to a location more than 35 miles from her principal place of employment. “Cause” is defined in each NEO’s employment agreement as follows: the occurrence of one or more of the following: (i) malfeasance or intentional misconduct harmful to the Company; (ii) conviction of a crime that is detrimental to the Company; (iii) conviction of, or entry of a plea to a crime that damages the Company’s financial condition or reputation or to a crime involving fraud; (iv) material violation of the Company’s Code of Ethics; (v) willful failure to perform duties; (vi) failure to cooperate with an investigation authorized by the Board; (vii) failure to follow a proper Board directive; or (viii) willful misconduct or gross negligence pursuant to the Sarbanes-Oxley Act, if and to the extent such conduct triggers a restatement of the Company’s financial results.

  136. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act, the Company is providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Mr. Hulls, our Chief Executive Officer. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. Given the leverage of our executive compensation program towards performance-based elements, we expect that our pay ratio disclosure will fluctuate year-to-year based on the Company’s performance against the pre-established performance goals.

  137. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K (the “PVP Rules”), we are providing the following: (1) tabular compensation and performance disclosure for our NEOs for each of fiscal years 2022, 2023 and 2024 (the “Covered Years”); (2) a list of financial performance measures that the Company considers to be its most important to align compensation actually paid to the NEOs in 2024 to Company performance; and (3) additional disclosure relative to the relationship between the “compensation actually paid” (“CAP”) set forth in the Pay versus Performance Table and each of the performance metrics set forth in the Pay versus Performance Table and between the Company’s and the Peer Group Total Shareholder Return (“TSR”), in each case over 2022, 2023 and 2024. Although the PVP Rules require us to disclose “compensation actually paid,” these amounts do not necessarily reflect compensation that our NEOs actually earned in the Covered Years. Instead, “compensation actually paid” reflects a calculation computed in accordance with the PVP Rules, including adjusted values to unvested and vested equity awards during the Covered Years based on either year-end or vesting date stock prices and various accounting valuation assumptions. “Compensation actually paid” generally fluctuates due to stock price performance.

  138. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | | | Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Loss | Company- Selected Measure: Adjusted EBITDA(7) | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | 2024 | $4,412,802 | $10,964,671 | $2,087,998 | $7,874,951 | $643 | $92 | -$4,555,000 | $45,484,000 | | 2023 | $1,914,800 | $3,532,043 | $2,641,659 | $3,498,046 | $241 | $93 | -$28,171,000 | $20,559,000 | | 2022 | $3,932,605 | $503,566 | $7,283,268 | $4,937,726 | $155 | $85 | -$91,629,000 | -$40,096,000 |

  139. Pay Versus Performance

    | (1) Chris Hulls served as the Company’s Principal Executive Officer (our “PEO”) for the entirety of fiscal years 2022, 2023 and 2024. The Company’s other NEOs for the indicated fiscal years were as follows: |

  140. Pay Versus Performance

    | • | 2024: Russell Burke, Lauren Antonoff and Susan Stick |

  141. Pay Versus Performance

    | • | 2023: Russell Burke, Lauren Antonoff, Susan Stick and David Rice |

  142. Pay Versus Performance

    | • | 2022: Charles Prober and Kirsten Daru |

  143. Pay Versus Performance

    | (2) Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the non-PEO NEOs in the indicated year for such years. Refer to “Executive Compensation—Summary Compensation Table.” |

  144. Pay Versus Performance

    | (3) Amounts reported in these columns represent the amount of CAP to our PEO for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on their total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the tables below: |

  145. Pay Versus Performance

    | PEO | | | | | | | | 2022 | 2023 | 2024 | | | Summary Compensation Table - Total Compensation | $3,932,605 | $1,914,800 | $4,412,802 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $2,876,205 | $0 | $2,999,952 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $1,583,255 | $0 | $4,714,993 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | -$1,399,960 | $1,014,097 | $2,518,540 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $450,974 | $0 | $329,862 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | -$1,187,102 | $603,146 | $1,988,426 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | | = | Compensation Actually Paid | $503,566 | $3,532,043 | $10,964,671 |

  146. Pay Versus Performance

    Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  147. Pay Versus Performance

    | (4) Amounts reported in this column represent the amount of CAP to our non-PEO NEOs in the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K based on the average total compensation for such non-PEO NEOs reported in the Summary Compensation Table for the indicated fiscal year and adjusted as shown in the table below: |

  148. Pay Versus Performance

    | Non-PEO NEO Average | | | | | | | | 2022 | 2023 | 2024 | | | Summary Compensation Table—Total Compensation | $7,283,268 | $2,641,659 | $2,087,998 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $6,783,285 | $2,127,131 | $1,298,273 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $4,428,067 | $2,217,169 | $2,028,395 | | + | Change in Fair Value Of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $0 | $257,647 | $2,771,326 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $9,676 | $186,029 | $378,137 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $0 | $322,673 | $1,907,368 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | | = | Compensation Actually Paid | $4,937,726 | $3,498,046 | $7,874,951 |

  149. Pay Versus Performance

    Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  150. Pay Versus Performance

    | (5) Pursuant to Item 402(v) of Regulation S-K, the comparison assumes $100 was invested in our Common Stock on June 27, 2022, the effective date of our Registration Statement on Form 10 filed with the SEC, using the closing stock price of a share of the Company’s Common Stock (traded as three CDIs on the ASX), calculated by multiplying the closing CDI price on that date, by 3 (to account for the 1:3 ratio of Common Stock to CDIs) and using an exchange rate of 0.6942 to convert Australian dollars to U.S. dollars on that date. Historic stock price performance is not necessarily indicative of future stock price performance. |

  151. Pay Versus Performance

    | (6) The TSR Peer Group is the Company’s 2024 compensation peer group, which consisted of the following companies: Alarm.com Holdings; American Software; Clear Secure; Couchbase; CS Disco; eGain; Eventbrite; Everbridge; Globalstar; LiveVox Holdings; Matterport; Mitek Systems; MiX Systems; Nextdoor Holdings; ON24; Ooma; OptimizeRx; PagerDuty; Soundthinking; TrueCar; and Veritone. Compared to the Company’s 2023 compensation peer group, the TSR Peer Group for 2024 removed Nitro Software, Ping Identify Holding, Shotspotter, Sumo Logic, and System 1 because they were acquired, and added Alarm.com Holdings, Clear Secure, Everbridge, Matterport and Soundthinking based on their alignment with the peer selection criteria described in the section titled “Compensation Discussion and Analysis” of this Proxy Statement. The cumulative TSR for the Company’s 2023 compensation peer group was $85 for 2022, $93 for 2023 and $92 for 2024. The calculations assume that $100 was invested in this peer group index on June 27, 2022 (aligned with the period used in footnote #5 above). |

  152. Pay Versus Performance

    | (7) Adjusted EBITDA is a non-GAAP financial metric that the Company defines as net loss, excluding (i) convertible notes, derivative liability, and investment fair value adjustments, (ii) gain and loss on settlement of convertible notes and derivative liability, (iii) provision for (benefit from) income taxes, (iv) depreciation and amortization, (v) other income, net, (vi) stock-based compensation, (vii) IPO-related transaction costs, including secondary offering costs (viii) workplace restructuring costs, (ix) the write-off of obsolete inventory, (x) the adjustment in connection with membership benefit, and (xi) warehouse relocation costs. |

  153. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance Because CAP does not reflect the actual amount earned by our NEOs on their equity compensation, we do not use this measure for understanding how NEO pay aligns with our company performance. For a discussion of how the Compensation Committee assessed “pay-for-performance” and how our executive compensation program is designed to link executive compensation with the achievement of our financial and strategic objectives as well as stockholder value creation each year, see the section titled “Compensation Discussion and Analysis” of this Proxy Statement. Below are graphs showing the relationship of “Compensation Actually Paid” to our PEO and non-PEO NEOs for our fiscal years 2022, 2023 and 2024 to (1) the TSR of both our common stock and the compensation peer group, (2) our net income (loss), and (3) our Adjusted EBITDA. All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  154. Director Compensation

    Director Compensation The elements of our 2024 director compensation program for non-employee directors are set forth below. Chris Hulls, our Chief Executive Officer in 2024, did not receive any additional compensation for serving as a director. Please see the “2024 Summary Compensation Table” for the compensation received by Mr. Hulls with respect to 2024.

  155. Director Compensation

    | Position | Cash(2) | Equity ($)(3) | Total ($) | | Board Chair(1) | 63,000 | 193,500 | 256,500 | | Board Member | 50,000 | 170,000 | 220,000 | | Audit Committee Chair | 5,000 | 15,000 | 20,000 | | Audit Committee Member | 4,000 | 6,000 | 10,000 | | Compensation Committee Chair | 5,000 | 7,000 | 12,000 | | Compensation Committee Member | 4,000 | 5,000 | 9,000 |

  156. Director Compensation

    | (1) Board Chair fee is in lieu of Board Member fee. Committee Member fees are supplemental to Board Chair, Board Member and Committee Chair fees. |

  157. Director Compensation

    | (2) In 2024, based on a review of market practices and the input of the Compensation Committee’s independent compensation consultant, the Board approved an increase to the cash retainers reflected in this column as follows: Board Chair–$48,000 to $63,000; Board Member–$35,000 to $50,000; Audit Committee Member–$3,500 to $4,000; Compensation Committee Chair–$4,000 to $5,000; and Compensation Committee Member–$2,000 to $4,000. |

  158. Director Compensation

    | (3) Non-executive directors received 100% of their equity award as RSUs. In 2024, based on a review of market practices and the input of the Compensation Committee’s independent compensation consultant, the Board approved an increase to the equity retainers reflected in this column as follows: Board Chair–$143,500 to $193,500; Board Member–$120,000 to $170,000; Audit Committee Member–$5,500 to $6,000; Compensation Committee Chair–$6,000 to $7,000; and Compensation Committee Member–$3,000 to $5,000. |

  159. Director Compensation

    In connection with our U.S. IPO, the Compensation Committee succeeded the Remuneration and Nomination Committee, with members of the Compensation Committee to be paid the same cash and equity retainers previously approved for members of the Remuneration and Nomination Committee, as reflected in the table above. The following table shows for the fiscal year ended December 31, 2024 the compensation earned by or paid to all non-executive directors of the Company:

  160. DIRECTOR COMPENSATION FOR FISCAL 2024

    DIRECTOR COMPENSATION FOR FISCAL 2024

  161. DIRECTOR COMPENSATION FOR FISCAL 2024

    | Name | Fees earned or paid in cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | John Philip Coghlan | 71,000 | 204,481 | 275,481 | | Alex Haro | 50,000 | 169,995 | 219,995 | | Brittany Morin | 54,000 | 175,484 | 229,484 | | James Synge | 54,000 | 175,983 | 229,983 | | Mark Goines | 55,000 | 176,981 | 231,981 | | David Wiadrowski | 55,000 | 184,993 | 239,993 | | Randi Zuckerberg | 50,000 | 169,995 | 219,995 | | Charles Prober | 50,000 | 169,995 | 219,995 |

  162. DIRECTOR COMPENSATION FOR FISCAL 2024

    | (1) In 2024, each non-employee director received a base fee of $50,000. In addition, Mr. Coghlan received $13,000 for serving as Chair of our Board, Messrs. Coghlan and Synge each received an additional $4,000 for serving as members of our Audit Committee, and Mr. Wiadrowski received an additional $5,000 for serving as the chair of our Audit Committee, Mr. Coghlan and Ms. Morin each received an additional $4,000 for serving on our Compensation Committee and Mr. Goines received an additional $5,000 for serving as the chair of our Compensation Committee. |

  163. DIRECTOR COMPENSATION FOR FISCAL 2024

    | (2) RSU awards are reported at aggregate grant date fair value in the year granted, as determined in accordance with the provisions of FASB ASC Topic 718. For the assumptions used in valuing these awards for purposes of computing this expense, please see Note 13 of the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

  164. DIRECTOR COMPENSATION FOR FISCAL 2024

    | (3) The aggregate number of shares subject to stock option awards (from stock option grants made prior to 2023) and the aggregate number of shares subject to RSU awards as of December 31, 2024 was as follows: |

  165. DIRECTOR COMPENSATION FOR FISCAL 2024

    | Name | RSU Awards | Stock Option Awards | | John Philip Coghlan | 3,484 | 265,004 | | Alex Haro | 2,896 | 407,837 | | Brittany Morin | 2,990 | 127,031 | | James Synge | 2,998 | 33,972 | | Mark Goines | 3,015 | 34,045 | | David Wiadrowski | 3,152 | 37,361 | | Randi Zuckerberg | 2,896 | 37,870 | | Charles Prober | 2,896 | 192,752 |