DEF 14A of Life360, Inc., Apr 16, 2024

DEF 14A of Life360, Inc.

Filed Apr 16, 2024 · FY20230001193125-24-097815

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 II whose term of office expires in 2024. Each of the nominees listed below is currently a director of the Company who was previously elected by stockholders. If elected at the Annual Meeting, each of these nominees would serve for a term expiring at the 2027 annual meeting and 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 nominees for director to attend the Annual Meeting. All of the directors attended the 2023 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. The following is a brief biography of each nominee and each director whose term will continue after the Annual Meeting.

  2. Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting

    Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting Brittany Morin, age 38, has served as a member of Life360’s Board since January 2018. Ms. Morin founded BFF, a web3 platform and brand created for women in January 2022, and co-founded Offline Ventures, an early stage venture fund, in March 2020 and is 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. Ms. Morin was selected to serve on the Board due to her entrepreneurial experience starting and leading venture capital and consumer internet companies. We believe that Ms. Morin is qualified to serve on the Board due to her extensive background investing in and advising technology and public companies. James Synge, age 56, 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. Mr. Synge was selected to serve on the Board due to his venture capital experience and extensive financial industry knowledge. We believe that Mr. Synge is qualified to serve on the Board due to his executive experience and industry expertise gained from serving on the board of multiple growth focused technology and app-building companies. David Wiadrowski, age 64, 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), Carsales.com Limited (ASX: CAR), and IPH Limited (ASX: IPH), and on the boards of several private companies including 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. 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. We believe that Mr. Wiadrowski is qualified to serve on the Board due to his extensive finance and accounting expertise and experience.

  3. THE BOARD OF DIRECTORS RECOMMENDS

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF EACH NAMED NOMINEE.

  4. Class III Directors Continuing in Office Until the 2025 Annual Meeting

    Class III Directors Continuing in Office Until the 2025 Annual Meeting Chris Hulls, age 40, 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. 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. Charles “CJ” Prober, age 52, has served as a member of Life360’s Board since January 2022 and has served as and the Chief Executive Officer and member of the board of directors of NETGEAR, Inc. since January 2024. Mr. Prober also served as Life360’s President and Chief Executive Officer of Life360’s subsidiary Tile, Inc. from January 2022 to July 2023. Prior to this, Mr. Prober served as the Chief Executive Officer of Tile, Inc. 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. Prior thereto, 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 since January 2024. Mr. Prober received his Bachelor of Commerce from the University of Manitoba and a Bachelor of Laws from McGill University. Mr. Prober was selected to serve on the Board due to his institutional knowledge as the Chief Executive Officer of Tile, Inc. and his expertise in the mobile app and consumer electronics industry. John Philip Coghlan, age 72, 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. Mr. Coghlan was selected to serve on the Board due to his experience as an executive and board member of multiple large companies.

  5. 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 70, has served as a member of Life360’s Board since May 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 Companies, 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. Mr. Goines was selected to serve on the Board due to his extensive experience and industry expertise gained from serving on the board of multiple growth focused technology and app-building companies. Alex Haro, age 38, 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 a board member and executive chairman 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. 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. Randi Zuckerberg, age 42, has served as a member of Life360’s Board since January 2021. Ms. Zuckerberg currently works 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 Athena Technology Acquisition Corp. II (NYSE: ATEK), a special purpose acquisition company, Go Noodle, Inc. and The Motley Fool, LLC. Additionally, she has served as a strategic advisor to Open Deal Portal LLC (d/b/a, Republic) since February 2021 and OkCoin, Inc. since September 2021. 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. Ms. Zuckerberg was selected to serve on the Board due to her extensive background investing in and advising technology and public companies.

  6. Board Diversity

    Board Diversity The Board Diversity Matrix, below, provides the diversity statistics for our Board.

  7. Board Diversity

    | Board Diversity Matrix (As of April 9, 2024) | | | | | | Total Number of Directors | 9 | | | | | | Female | Male | Non- Binary | Did Not Disclose Gender | | Part I: Gender Identity | 2 | 5 | | 2 | | Part II: Demographic Background | | | | | | African American or Black | | | | | | Alaskan Native or Native American | | | | | | Asian | | | | | | Hispanic or Latinx | | 1 | | | | Native Hawaiian or Pacific Islander | | | | | | White | 2 | 4 | | | | Two or More Races or Ethnicities | | | | | | LGBTQ+ | | | | | | Did Not Disclose Demographic Background | 2 | | | |

  8. Life360 Board Skills Matrix - 2023

    Life360 Board Skills Matrix - 2023

  9. Life360 Board Skills Matrix - 2023

    | Experience | Number of Directors with the Experience | | 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. | | | Governance/ Risk Management | | | Ability to identify, assess and monitor key risks in the company in a wide range of areas. | | | 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. | | | Listed Company Experience | | | Experience on the Board or as a senior executive for a Listed company other than on the ASX, resulting in familiarity with the Listing Rules, including the requirement for continuous disclosure. | | | 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. | | | Legal | | | Qualification / experience in law and the ability to contribute to the assessment of the legal risk profile of the company. | | | Marketing | | | Knowledge and experience in the strategic use of marketing and its inter-relationship with sales and product. | | | IT / Product | | | Knowledge and experience in the strategic use of information technology and design of product, particularly in relation to online businesses. | |

  10. Life360 Board Skills Matrix - 2023

    | Experience | Number of Directors with the Experience | | 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. | | | Industry : Technology | | | Knowledge, experience and networks in the technology industry, either through direct involvement or through the provision of services to the businesses in early stage of development. | | | Industry : 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. | | | 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. | | | 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 | | | 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. | | | Remuneration | | | Experience in developing, setting and assessing remuneration arrangements for the CEO and senior executives resulting in a high performance culture. | | | | |

  11. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  12. Appointment of New COO and General Counsel

    | • | Annual base salary of $450,000 and annual target bonus of 50% of annual base salary. Achievement may be scored between 0% and 200%; |

  13. Appointment of New COO and General Counsel

    | • | One-time signing bonus of $80,000; |

  14. Appointment of New COO and General Counsel

    | • | RSUs with a value of approximately $4,000,000, subject to time-based vesting over three years with 1/3 of the award vesting after 12 months of full-time employment and 1/36th vesting monthly after that; and |

  15. Appointment of New COO and General Counsel

    | • | Refresh RSU Awards with a value of approximately $2,000,000 each at Ms. Antonoff’s one-year and two-year anniversary with the Company. |

  16. Appointment of New COO and General Counsel

    | • | Annual base salary of $320,000 and annual target bonus of 30% of annual base salary; |

  17. Appointment of New COO and General Counsel

    | • | One-time signing bonus of $30,000; and |

  18. Appointment of New COO and General Counsel

    | • | RSUs with a value of approximately $1,500,000, subject to time-based vesting over four years with 1/4 of the award vesting after 12 months of full-time employment and 1/48th vesting monthly after that. |

  19. Compensation Highlights

    Compensation Highlights Our executive compensation program aligns with our strategy and with stockholder interests in three significant respects. Pay is aligned with 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. Most compensation is variable and at risk. Most of the target total direct compensation for our named executive officers depends on either Company and business unit performance or stock price. In 2023, approximately 80% of intended target direct compensation for the CEO and other NEOs (on average), was at risk. As discussed below, the CEO did not receive any long-term equity awards in 2023 and we have taken stockholder feedback into consideration when designing his 2024 long-term equity awards. Compensation packages are 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.

  20. One-Time Retention Bonus for Chris Hulls

    One-Time Retention Bonus for Chris Hulls Mr. Hulls, our Chief Executive Officer, is also a member of our Board. ASX listing rules prohibit companies from granting awards to directors under employee incentive plans without stockholder approval. At the 2023 annual meeting of stockholders, the Company sought approval for a grant of RSUs with a market value of $1,800,000 to Mr. Hulls. This grant was not approved by the stockholders, in part because the grant was time-vesting and was not tied to performance metrics. Mr. Hulls has been integral to the success of Life360 since our founding in 2007. Members, employees and stockholders have derived significant long-term benefits during his tenure. In order to retain his services, and to compensate for the Company’s inability to grant him a long-term equity award in 2023, the Remuneration and Nomination Committee decided in August 2023 to grant Mr. Hulls a one-time cash retention bonus of $600,000 payable on December 31, 2023, conditional on Mr. Hulls’ continued employment through the end of the year. The condition was satisfied, and Mr. Hulls received the retention bonus in December 2023.

  21. Introduction of Performance Equity Plan

    Introduction of Performance Equity Plan Consistent with stockholders’ feedback, Mr. Hulls’ 2024 equity award will consist of both PRSUs and RSUs. The mix will consist of 60% PRSUs and 40% RSUs. Please see below for the construct of the performance-based equity.

  22. Introduction of Performance Equity Plan

    | Revenue (50% Weighting) | Adjusted EBITDA (50% Weighting) | | Threshold: 90% of revenue target. If revenue is below the threshold, 50% of the PRSUs will lapse. | Threshold: 90% of Adjusted EBITDA target. 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 weighting capped at 100% if Adjusted EBITDA threshold is not achieved. | | | Payout 3:1 for Revenue above target, subject to the 200% of Target. | Payout 2:1 for Adjusted EBITDA beyond target |

  23. What We Do

    | Practice | Description | | Regular competitive analysis | With the help of its compensation consultant and recommendations from the Chief People Officer, the Remuneration and Nomination Committee annually benchmarks our executives’ total target compensation opportunities and each individual element of compensation against our peer group and market survey data to confirm our compensation is both competitive and reasonable. | | 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. | | Compensation at risk | Most of our NEOs’ compensation is at risk and tied to our performance to 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. | | Compensation review | The Remuneration and Nomination Committee periodically reviews our compensation policies and procedures. | | Independent decision-maker | All members of Life360’s Remuneration and Nomination 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 General Counsel. |

  24. Role of the Compensation Consultant

    Role of the Compensation Consultant Since August 2020, the Remuneration and Nomination Committee has engaged Compensia, Inc., a nationally recognized compensation consulting firm, to serve as its independent compensation consultant. The Company requested that Compensia:

  25. Role of the Compensation Consultant

    | • | evaluate the efficacy of the Company’s existing compensation strategy and practices in supporting and reinforcing the Company’s long-term strategic goals; and |

  26. Role of the Compensation Consultant

    | • | assist in refining the Company’s compensation strategy and in developing and implementing an executive compensation program to execute that strategy. |

  27. Role of the Compensation Consultant

    At the request of the Remuneration and Nomination Committee, Compensia developed a comparative group of companies and performed analyses of competitive performance and compensation levels for that group. Our Chief People Officer reviews compensation data from public US-based software companies with a revenue range between $50 million and $500 million. The Chief People Officer applies an aging factor to take into account any market changes. The Chief People Officer ultimately develops recommendations regarding the form and amounts of compensation for the NEOs. Following an active dialogue, the Remuneration and Nomination Committee recommended that the Board approve those recommendations. Compensia consults with the Chair of the Remuneration and Nomination Committee regarding the agenda for committee meetings, and representatives from Compensia attend certain Remuneration and Nomination Committee meetings, executive sessions, and preparatory meetings as requested. Compensia also advises our Remuneration and Nomination Committee on public disclosures relating to our executive compensation programs. The Remuneration and Nomination Committee has assessed, and periodically confirms, the necessary criteria and has determined that the engagement of Compensia does not raise any conflicts of interest or other similar concerns. Compensia reports directly to our Remuneration and Nomination Committee and does not provide any non-compensation-related services to the Company.

  28. Use of Market Data

    Use of Market Data The Remuneration and Nomination Committee reviews and considers the compensation levels and practices of a group of peer companies for purposes of assessing the competitive market positioning of our executive compensation program. This peer group consists primarily of companies in the application software, internet services, and interactive media industries that are similar to us in terms of revenue (between $50 million and $500 million), market capitalization (0.25x to 4.0x), profitability, and headcount. The Remuneration and Nomination Committee will 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 Remuneration and Nomination Committee utilizes the compensation of executive officers of the companies in this peer group data as one reference point along with various other factors, such as the individual’s performance, experience, and competitive market conditions. We believe that the compensation practices of our peer group provided us with appropriate compensation reference points for evaluating and determining the compensation of our NEOs during 2023. In November 2022, the Remuneration and Nomination Committee reviewed the current peer group constituents with Compensia to ensure continued alignment with our business direction and financial profile. Following this review, the Remuneration and Nomination Committee approved the 2023 peer group shown below.

  29. Use of Market Data

    | Peer Group 2023 | | | | American Software (AMSW.A) | Mitek Systems (MITK) | PagerDuty (PD) | | Couchbase (BASE) | MiX Telematics (MIX) | Ping Identity Holding (PING) (2) | | CS Disco (LAW) | Nextdoor Holdings (KIND) | ShotSpotter (SSTI) | | eGain (EGAN) | Nitro Software (NTO) (1) | Sumo Logic (SUMO) (3) | | Eventbrite (EB) | ON24 (ONTF) | System1 (SST) | | Globalstar (GSAT) | Ooma (OOMA) | TrueCar (TRUE) | | LiveVox Holdings (LVOX) | OptimizeRx (OPRX) | Veritone (VERI) |

  30. Use of Market Data

    | (1) Acquired by Potentia Capital-led syndicate in April 2023 via a take-private transaction and is no longer part of our peer group. |

  31. Use of Market Data

    | (2) Acquired by Thoma Bravo in October 2022 via a take-private transaction and no longer part of our peer group. |

  32. Use of Market Data

    | (3) Acquired by Francisco Partners in May 2023 via a take-private transaction and no longer part of our peer group. |

  33. 2023 Compensation Elements

    | * Mr. Burke’s and Ms. Antonoff’s fiscal 2023 RSU awards vest over a three-year period, and Ms. Stick’s award vests over a four-year vesting period. In 2023, Mr. Hulls did not receive a long-term equity award. For more information, see “One-Time Retention Bonus for Chris Hulls.” |

  34. Base Salary

    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. Our NEOs are parties to employment agreements with the Company, each as described further below, which set forth initial base salary entitlements. 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 2023 base salaries for our NEOs, shown below, fell between the 30th and 50th percentiles of our peer group. Increases in base salary were in line with the normal merit process that reviews individual performance and benchmarking against the peer group.

  35. Annual Incentive Plan

    Annual Incentive Plan Our annual incentive plan is structured to promote the achievement of specific and measurable goals approved by the Remuneration and Nomination 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 CEO’s annual incentive is set by the Remuneration and Nomination Committee and other executive’s annual incentives are set by the individual manager.

  36. Target Incentive Opportunities

    Target Incentive Opportunities At the beginning of 2023, the Remuneration and Nomination Committee along with management set target bonus opportunities for the NEOs then in office. Target bonus opportunities for Ms. Antonoff and Ms. Stick were set when they joined the Company later in the year.

  37. Target Incentive Opportunities

    | Executive | Base Salary | Target Bonus (%) | Target Bonus ($) | | Chris Hulls | $500,000 | 100% | $500,000 | | Russell Burke | $400,000 | 50% | $200,000 | | Lauren Antonoff* | $450,000 | 50% | $225,000 | | Susan Stick* | $320,000 | 30% | $96,000 | | David Rice** | $396,911 | 40% | $158,764 |

  38. Target Incentive Opportunities

    | * Ms. Antonoff and Ms. Stick commenced employment in 2023, amounts reflect their annualized target bonus amounts. |

  39. Target Incentive Opportunities

    For all of the NEOs except Mr. Hulls, final payouts in 2023 were determined based on the following formula: The Remuneration and Nomination Committee determined that Mr. Hulls’ 2023 annual incentive award would consist of two components: the first, comprising 80% of the award, based on individual performance and the second, comprising 20% of the award, based on Company performance. 37.5% of the individual performance component was tied to company-wide performance metrics such as membership, Paying Circles and revenue targets which were separate from the company business objectives that applied to determining target bonus for the senior management team. 62.5% of the individual performance component was focused on Company aligned goals of building and retaining a high functioning management team. In 2023, the Board elected to increase Mr. Hulls’ target bonus from 50% to 100% of his base salary for 2023 to provide additional upside potential for achievement of the performance objectives set forth in his annual target bonus. The Board recognizes the amount of growth and change in 2023 required a heavy CEO focus on internal executive capabilities and adding experienced executive staff to enable the company to achieve its growth objectives. These incentive awards are intended to focus the effort of our CEO on the achievement of long-term objectives and align the interests of the Company with the CEO.

  40. Company and Business Unit Performance Metrics and Results

    Company and Business Unit Performance Metrics and Results For each of the Company and business unit performance metrics, the Remuneration and Nomination Committee sets a “primary” target. In 2023 these targets were aggressive, typically at least 20% higher than 2022 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 Remuneration and Nomination Committee after consulting with the CEO. While there is no set formula, the following examples illustrate potential outcomes:

  41. Company and Business Unit Performance Metrics and Results

    | Company misses all primary targets: | Less than 25% | | Company hits half of its primary targets: | Approximately 50% | | Company hits all primary targets: | Approximately 100% |

  42. Company and Business Unit Performance Metrics and Results

    As part of its assessment, the Remuneration and Nomination Committee will consider how the Company achieved particular objectives, as well as external factors, such as the macroeconomic environment or unplanned regulatory work, that affected our results. The financial performance measures that the Company considers to have been the most important in linking compensation actually paid to our NEOs to company performance for fiscal 2023 include adjusted EBITDA, Direct Revenue AMR, and paying circles. For 2023, the Remuneration and Nomination Committee determined attainment of the Company performance multiplier at 120% based on the achievements of targets shown below. ($ millions, except ARPPC)

  43. Company and Business Unit Performance Metrics and Results

    | Metric | Prior Year Actual | | 2023 Target | Actual Result | % Achievement | | Overall targets | | | | | | | Revenue for Year | | 228 | $305 | $305 | 100% | | Direct Rev AMR | | 224 | $287 | $274 | 95.5% | | Paying Circles | | 1.5 | 1.85 | 1.8 | 97.3% | | Adjusted EBITDA (1) | ($ | 40.1 | $10 | $20.6 | 206.0% | | Business Unit Primary targets – SUBSCRIPTION | | | | | | | Revenue (all subs) (non-GAAP) (2) | | 153 | $229 | $224 | 97.8% | | ARPPC (Life360 only) | | 97 | $123 | $121 | 98.4% | | Business Unit Primary targets – DEVICE | | | | | | | Units (Gross sell-in) (Units not SKUs) | | 3.6 | 3.6 | 4.0 | 111% | | Revenue (non-GAAP) (3) | | 48 | $50 | $54.5 | 109% | | Gross Margin (non-GAAP) (4) | | 5.5m / 11.5% | $8.2m / 16.3% | $15.6m / 28.6% | 75% | | Business Unit Primary targets – INTERNATIONAL | | | | | | | International Paying Circles | | 0.3 | 0.5 | 0.5 | 100% | | International Subscription Revenue | | 17.2 | $19.7 | 24.5 | 124% |

  44. Company and Business Unit Performance Metrics and Results

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

  45. Company and Business Unit Performance Metrics and Results

    | (2) Subscription revenue is a non-GAAP financial metric that the Company defines as GAAP subscription revenue adjusted to include the bundled offerings which is the portion of subscription revenue allocated to hardware which is recognized point-in-time rather than over time. |

  46. Company and Business Unit Performance Metrics and Results

    | (3) Hardware revenue is a non-GAAP financial metric that the Company defines as GAAP hardware revenue adjusted to remove the bundled offerings which is the portion of subscription revenue allocated to hardware which is recognized point-in-time rather than over time. |

  47. Company and Business Unit Performance Metrics and Results

    | (4) Hardware gross margin is a non-GAAP financial metric that the Company defines as Company’s hardware revenue, non-GAAP, left over after cost of hardware revenue, non-GAAP, is subtracted. Cost of hardware revenue, non-GAAP, is defined as cost of hardware revenue, GAAP, excluding (i) depreciation and amortization, (ii) stock-based compensation, (iii) severance and other, (iv) adjustment in connection with membership benefit, and (v) hardware bundling adjustment. |

  48. Individual Performance Metrics and Results

    Individual Performance Metrics and Results The individual performance metrics and targets for the CEO are set by the Remuneration and Nomination Committee and by each individual’s manager for all other eligible employees. After the end of the year, the Remuneration and Nomination Committee determines the CEO’s individual achievements, and each individual manager determines other eligible employees’ 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 manager recommendation and not against measurable targets or set goals.

  49. How Annual Incentive Awards Are Paid

    How Annual Incentive Awards Are Paid Because of the rapid changes in our business, the Remuneration and Nomination Committee believes it is important to assess performance more frequently than once each year. Accordingly, progress toward the Company, business unit, and individual goals set forth above is evaluated every six months. At the discretion of the Remuneration and Nomination Committee, the NEOs may receive 50% of their estimated annual incentive awards in July of the applicable year. Once full-year performance is determined, the NEOs will receive the remainder of their annual awards. In July 2023, the NEOs received 50% of their estimated annual incentive awards with the remainder of their annual incentive awards being paid after full-year performance was determined.

  50. Final Annual Incentive Awards

    Final Annual Incentive Awards Based on Life360’s performance and the individual results described above, the NEOs earned the annual incentive awards shown below.

  51. Final Annual Incentive Awards

    | Executive | Target Bonus | Company Performance Multiplier (CEO –20%, Other NEOs – 50%) | Individual Performance Multiplier (CEO – 80%, Other NEOs – 50%) | Final Bonus | | Chris Hulls | $500,000 | | 96.8% | $507,200 | | Russell Burke | $200,000 | | 100% | $220,000 | | Lauren Antonoff | $225,000 | 120% | 90% | $157,932 | | Susan Stick | $96,000 | | 100% | $44,555 | | David Rice | $158,764 | | 100% | $174,844 |

  52. Final Annual Incentive Awards

    Individual performance payouts were determined by looking at performance compared to individual goals. The Board determines the individual performance achievement score for Mr. Hulls and other executives scores are determined by their direct manager, with input from the Board.

  53. 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 2023, the NEOs’ equity compensation (with the exception of Mr. Hulls) was delivered in the form of RSUs, but the Company has granted stock options and performance stock options in the past. Beginning in 2024, if stockholders approve Proposal 2, 40% of Mr. Hulls’ equity compensation will be subject to time-based vesting and 60% of Mr. Hulls’ equity compensation will be subject performance-based vesting. Mr. Burke and Ms. Antonoff will also be included in the performance equity plan with 60% of their equity being time based and 40% being performance based. Although the company’s annual bonus is intended to incentivize both goals and specific performance periods, it represents a relatively small percentage of total compensation so with the introduction of this new plan there is a larger portion of these three NEOs’ compensation tied to company performance.

  54. Target Equity Grants for the Performance Period Beginning in 2023

    Target Equity Grants for the Performance Period Beginning in 2023 In 2023, the Remuneration and Nomination Committee granted equity awards to the NEOs other than Mr. Hulls in the amounts shown below. As described above under “One-Time Retention Bonus for Chris Hulls,” Mr. Hulls did not receive an equity award in 2023.

  55. Target Equity Grants for the Performance Period Beginning in 2023

    | Executive | RSUs# | Target Equity Value* | | Russell Burke(1) | 138,297 | $1,672,000 | | Lauren Antonoff(2) | 349,957 | $4,000,000 | | Susan Stick(3) | 99,076 | $1,500,000 | | David Rice(1) | 41,357 | $500,000 |

  56. Target Equity Grants for the Performance Period Beginning in 2023

    | * The values noted below differ from those in the 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 Summary Compensation Table rather than the preceding five-day average FMV used to calculate the number of RSUs awarded to each executive. |

  57. Target Equity Grants for the Performance Period Beginning in 2023

    | (1) These RSUs were granted on February 9, 2023, when the closing price of our common stock on the ASX was $12.01. The five-day average FMV as of February 3, 2023 was $12.09, which was used to calculate the number of RSUs to be awarded to Messrs. Burke and Rice based on a target equity value of $1,672,000 and $500,000, respectively, as presented to the Board on February 6, 2023 for approval. |

  58. Target Equity Grants for the Performance Period Beginning in 2023

    | (2) These RSUs were granted on May 18, 2023, when the closing price of our common stock on the ASX was $13.85. The five-day average FMV as of May 5, 2023 was $11.43, which was used to calculate the number of RSUs to be awarded to Ms. Antonoff based on a target equity value of $4,000,000 as presented to the Board on May 8, 2023 for approval. |

  59. Target Equity Grants for the Performance Period Beginning in 2023

    | (3) These RSUs were granted on August 11, 2023, when the closing price of our common stock on the ASX was $15.18. The five-day average FMV as of August 4, 2023 was $15.14, which was used to calculate the number of RSUs to be awarded to Ms. Stick based on a target equity value of $1,500,000 as presented to the Board on August 7, 2023 for approval. |

  60. Target Equity Grants for the Performance Period Beginning in 2023

    In determining the aggregate number of shares underlying our equity awards, the Remuneration and Nomination Committee considers the dilutive effect of our equity incentive compensation practices and the overall impact that equity awards will have on stockholder value. The Remuneration and Nomination 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.

  61. Terms of Restricted Stock Units

    Terms of Restricted Stock Units The Remuneration and Nomination 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 2023 will vest in equal monthly increments from vest start date until vest end date, 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.

  62. 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. For additional information, refer to “Executive Compensation—Potential Payments Upon Termination or Change in Control” below.

  63. Accounting and Tax Considerations

    Accounting and Tax Considerations The Company has an equity incentive plan under which various types of equity-based awards including, but not limited to, incentive stock options, non-qualified stock options, restricted stock units, and restricted stock awards can be granted. For all equity awards, the Company recognizes compensation expense based on the grant-date estimated fair values. The fair value of stock options is determined using the Black-Scholes option pricing model. For restricted stock units and restricted stock awards, the fair value is based on the grant date fair value of the award. The Company recognizes compensation expense for stock option awards, restricted stock units, and restricted stock awards on a straight-line basis over the requisite service period of the award, generally three to four years. Forfeitures are recorded as they occur. Under the original version of Section 162(m) of the Code, performance-based compensation, including equity awards, was generally tax deductible by the company. The Tax Cuts and Jobs Act (TCJA) removed this performance-based exception. Section 162(m) limits public companies’ tax deductions for compensation of covered executives to $1 million per individual. The company applies this limit to the deductibility of compensation. The Company does not provide tax-reimbursement or deferred compensation.

  64. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table shows for the fiscal years ended December 31, 2023, 2022, and 2021 compensation awarded to or paid to, or earned by, the Company’s Chief Executive Officer, Chief Financial Officer, and its three other most highly compensated executive officers at December 31, 2023 (the “Named Executive Officers”).

  65. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  66. 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 (6) Co-Founder, Executive Director, & Chief Executive Officer | 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 | | | 2021 | 393,333 | — | 667,500 | 480,131 | 262,500 | 3,600 | 1,807,064 | | Russell Burke (7) Chief Financial Officer | 2023 | 400,000 | — | 1,660,947 | — | 220,000 | 3,600 | 2,284,547 | | Lauren Antonoff (8) Chief Operating Officer | 2023 | 298,295 | 80,000 | 4,846,904 | — | 157,932 | 3,600 | 5,386,732 | | David Rice (9) General Manager, International | 2023 | 396,911 | — | 496,698 | — | 174,844 | 123,667 | 1,192,120 | | | 2022 | 380,000 | 101,000 | 305,658 | 643,226 | 172,600 | 3,600 | 1,606,084 | | | 2021 | 362,500 | — | 444,500 | 332,214 | 117,500 | 3,600 | 1,260,314 | | Susan Stick (10) General Counsel and Corporate Secretary | 2023 | 111,111 | 40,000 | 1,503,974 | — | 44,555 | 3,600 | 1,703,240 |

  67. SUMMARY COMPENSATION TABLE

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

  68. SUMMARY COMPENSATION TABLE

    | (2) Amounts reflect the dollar value of bonus earned by the NEO during the period covered. |

  69. SUMMARY COMPENSATION TABLE

    | (3) Option awards and 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 14 of the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  70. 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. |

  71. SUMMARY COMPENSATION TABLE

    | (5) For 2023, amounts reflect company 401(k) contributions of $3,600 per individual. |

  72. SUMMARY COMPENSATION TABLE

    | (6) On December 31, 2022, Mr. Hulls earned a $304,000 retention bonus pursuant to his Retention Bonus Agreement described in the Retention Bonus Agreement heading below, and a one-time cash retention bonus of $600,000 payable on December 31, 2023 to compensate for the Company’s inability to grant him a long-term equity award in 2023. |

  73. SUMMARY COMPENSATION TABLE

    | (7) Mr. Burke was not an NEO for the fiscal years ended December 31, 2022 or 2021. |

  74. SUMMARY COMPENSATION TABLE

    | (8) Ms. Antonoff has served as the Company’s Chief Operating Officer since May 2023. |

  75. SUMMARY COMPENSATION TABLE

    | (9) Mr. Rice was not an NEO for the fiscal year ended December 31, 2022. On January 18, 2023, the Company and Mr. Rice agreed that Mr. Rice would step down from his role as Chief Operating Officer and take on the newly created role as General Manager of International. For the period beginning January 1, 2023 and ending March 31, 2023, Mr. Rice’s salary was paid in U.S. dollars, based on an annualized rate of $380,000. For the period beginning April 1, 2023 and ending December 31, 2023, Mr. Rice’s salary was paid in British pound sterling, based on an annualized rate of approximately $394,000 (calculated by applying the average daily exchange rate for calendar year 2023 of 1.2512 U.S. dollars to British pound sterling to Mr. Rice’s base salary beginning on April 1, 2023 of £315,400). Other compensation for Mr. Rice consists of reimbursement of (i) relocation expenses ($10,728), (ii) housing ($108,088) and (iii) remote work stipend ($1,251), pursuant to his offer letter from the Company relating to his assignment in the United Kingdom. Mr. Rice’s aggregate salary for the fiscal year ended December 31, 2023 reflected in the table was calculated as the sum of the daily pro rata portion of payments made in U.S. dollars and as-converted British pound sterling, respectively. |

  76. SUMMARY COMPENSATION TABLE

    | (10) Ms. Stick has served as the Company’s General Counsel and Corporate Secretary since July 2023. |

  77. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table shows for the fiscal year ended December 31, 2023, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers.

  78. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 (1)

    OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 (1)

  79. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 (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(3) | 208,987 | — | 2.15 | 10/24/2027 | — | — | | | 7/16/2018(3) | 1,269,386 | — | 2.53 | 7/16/2028 | — | — | | | 10/30/2018(3) | 10 | — | 9.55 | 10/30/2028 | — | — | | | 7/30/2020(4) | 210,833 | 19,167 | 7.28 | 7/30/2030 | — | — | | | 2/1/2021(5) | 70,833 | 29,167 | 13.35 | 2/1/2027 | 14,584 | 225,469 | | | 5/20/2022(6) | 135,108 | 146,857 | 8.19 | 5/20/2028 | 36,053 | 557,379 | | Russell Burke | 5/19/2020(7) | 475,248 | 55,266 | 3.58 | 5/19/2028 | — | — | | | 3/15/2022(8) | 51,079 | 65,675 | 10.49 | 3/15/2028 | 16,391 | 253,405 | | | 2/9/2023(9) | — | — | — | — | 96,035 | 1,484,701 | | David Rice | 9/20/2016(3) | 100,000 | — | 0.18 | 9/20/2026 | | | | | 10/24/2017(3) | 125,392 | — | 2.15 | 10/24/2027 | | | | | 10/30/2018(3) | 10 | — | 9.55 | 10/30/2028 | | | | | 4/7/2020(13) | 112,500 | 7,500 | 4.35 | 4/7/2030 | | | | | 2/2/2021(14) | 70,833 | 29,167 | 8.89 | 2/2/2027 | 14,584 | 225,469 | | | 3/15/2022(15) | 51,079 | 65,675 | 10.49 | 3/15/2028 | 16,391 | 253,405 | | | 2/9/2023(16) | — | — | — | — | 28,718 | 443,981 | | Lauren Antonoff | 5/18/2023(17) | — | — | — | — | 349,957 | 5,410,335 | | Susan Stick | 8/11/2023(18) | — | — | — | — | 99,076 | 1,531,715 |

  80. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 (1)

    | (1) All of the option awards and stock awards were granted under the Stock Plan, the terms of which plan is described below under “Equity Plans.” |

  81. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 (1)

    | (2) Values are based on the closing price of our CDIs on the Australian Securities Exchange on December 31, 2023 (AUD$7.56), multiplied by the number of CDIs representing beneficial ownership in one share of Common Stock (3), multiplied by the AUD:USD conversion rate as in effect on December 31, 2023, as reported by Wall Street Journal (0.68). |

  82. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 (1)

    | (3) Represents a grant of stock options that were entirely vested as of December 31, 2023. |

  83. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 (1)

    | (4) Represents a grant of 230,000 stock options that each vest in equal monthly installments over four years from July 30, 2020, subject to the holder’s continued service on each vesting date. |

  84. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 (1)

    | (5) Represents a grant of 100,000 stock options and 50,000 RSUs that each vest in equal monthly installments over four years from February 1, 2021, subject to the holder’s continued service on each vesting date. |

  85. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 (1)

    | (6) 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. |

  86. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 (1)

    | (7) Represents a grant of 530,514 stock options that vest in equal monthly installments over four years from May 19, 2020, subject to the holder’s continued service on each vesting date. |

  87. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 (1)

    | (8) 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. |

  88. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 (1)

    | (9) Represents a grant of 138,297 RSUs that each vest in equal monthly installments over three years from January 1, 2023, subject to the holder’s continued service on each vesting date. |

  89. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 (1)

    | (10) Represents a grant of 120,000 stock options that each vest in monthly installments over four years from April 7, 2020, subject to the holder’s continued service on each vesting date. |

  90. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 (1)

    | (11) Represents a grant of 100,000 stock options and 50,000 RSUs that vest in monthly installments over four years from February 1, 2021, subject to the holder’s continued service on each vesting date. |

  91. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 (1)

    | (12) Represents a grant of 29,138 RSUs and 116,754 stock options that each vest in equal monthly installments over four years from March 1, 2022, each being subject to the holder’s continues service on each vesting date. |

  92. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 (1)

    | (13) Represents a grant of 41,357 RSUs that each vest in equal monthly installments over three years from January 1, 2023, subject to the holder’s continued service on each vesting date. |

  93. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 (1)

    | (14) Represents a grant of 349,957 RSUs that each vest in equal monthly installments over three years from May 2, 2023, subject to the holder’s continued service on each vesting date. |

  94. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 (1)

    | (15) Represents a grant of 99,076 RSUs that each vest in equal monthly installments over four years from July 31, 2023, subject to the holder’s continued service on each vesting date. |

  95. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table shows for the fiscal year ended December 31, 2023, certain information regarding grants of plan-based awards to the Named Executive Officers:

  96. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

  97. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Chris Hulls | — | — | — | — | — | — | — | — | — | — | — | | Russell Burke | 2/9/2023 | — | — | — | — | — | — | 138,297 | — | — | 1,660,947 | | Lauren Antonoff | 5/18/2023 | — | — | — | — | — | — | 349,957 | — | — | 4,846,904 | | Susan Stick | 8/11/2023 | — | — | — | — | — | — | 99,076 | — | — | 1,503,974 | | David Rice | 2/9/2023 | — | — | — | — | — | — | 41,357 | — | — | 496,698 |

  98. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table shows for the fiscal year ended December 31, 2023, certain information regarding option exercises and stock vested during the last fiscal year with respect to the Named Executive Officers:

  99. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

  100. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    | | 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 | — | — | 18,041 | 243,943.15 | | Russell Burke | 10,000 | 63,700 | 27,826 | 392,008.30 | | Lauren Antonoff | — | — | — | — | | Susan Stick | — | — | — | — | | David Rice | — | — | 20,242 | 278,735.88 |

  101. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    | (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. |

  102. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    | (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. |

  103. 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, 2023, and thus are estimates of the amounts that would be paid out to the participant in such circumstances.

  104. POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Type of Termination | Base Salary ($)(1) | COBRA($)(2) | Accelerated Vesting of Equity Awards ($)(3) | Total ($) | | David Rice | Termination without Cause | 190,000 | N/A | N/A | 190,000 | | | Enhanced Termination | 190,000 | N/A | 2,504,481 | 2,694,481 |

  105. POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL

    Under his 2019 Employment Agreement, Mr. Rice’s employment is “at-will,” provided that the Company is required to give Mr. Rice at least six (6) months’ notice in the event of its termination of Mr. Rice’s employment without Cause (as defined below), which excludes terminations due to death or disability and Mr. Rice is required to provide the Board six (6) months’ notice to terminate his employment voluntarily, although the Board may waive the required notice period to be given by Mr. Rice. Any notice pay to be received by Mr. Rice in the event of a termination without Cause may be offset by severance benefits he is eligible to receive under the Plan. As of December 31, 2023, Chris Hulls was not a participant in the Severance Plan and was thus at that time eligible to receive only certain termination-related benefits as set out in his employment agreement. Under his May 14, 2019, Employment Agreement, Mr. Hulls’ employment is “at-will,” provided that the Company is required to give Mr. Hulls at least six (6) months’ notice in the event of its termination of Mr. Hulls’ employment without Cause (as defined below), which excludes terminations due to death or disability and Mr. Hulls is required to provide the Board six (6) months’ notice to terminate his employment voluntarily, although the Board may waive the required notice period to be given by Mr. Hulls. Hulls became a participant in the Severance Plan on March 15, 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:

  106. 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 | 500,000 | 35,391 | N/A | 535,391 | | | Enhanced Termination | 500,000 | 35,391 | 3,799,621 | 4,335,012 |

  107. POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL

    As of December 31, 2023, Russell Burke was not a participant in the Severance Plan and was thus at that time eligible to receive only certain termination-related benefits as set out in his employment agreement. Under his May 11, 2020 Employment Agreement, Ms. Burke’s employment is “at-will,” provided that the Company is required to give Mr. Burke six (6) months’ notice in the event of its termination of Mr. Burke’s employment without Cause, which excludes terminations due to death or disability, and Mr. Burke is required to provide the Board six (6) months’ notice to terminate his employment voluntarily, although the Board may waive the required notice period to be given by Mr. Burke. Mr. Burke became a participant in the Severance Plan on March 22, 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 Plan.

  108. 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 | 200,000 | 13,882 | N/A | 213,882 | | | Enhanced Termination | 200,000 | 13,882 | 3,607,018 | 3,820,900 |

  109. 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 6 months of base salary for each of Mr. Rice and Mr. Burke. Each of the aforementioned are eligible to receive the same amount of respective base salary severance benefits upon an Enhanced Termination. |

  110. 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 (6) months following Ms. 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 and 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. Mr. Rice is currently not eligible to receive COBRA continuation coverage due to his international assignment. |

  111. 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, Mr. Rice 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, Mr. Rice and Mr. Burke respectively shall lapse in full. Values are based on the closing price of our CDIs on the ASX on December 31, 2023 (AUD$7.56), multiplied by the number of CDIs that each share of Common Stock may be converted into (3), multiplied by the AUD:USD conversion rate as in effect on December 31, 2023, as reported by Wall Street Journal (0.68), multiplied by the number of shares of Common Stock subject to the Equity Awards. |

  112. 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:

  113. POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL

    | (1) “Enhanced Termination” means, (1) the employee’s resignation for Good Reason that results in a Separation from Service (within the meaning of Treasury Regulations Section 1.409A-1(h)) 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. |

  114. 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) which results in such employee’s Separation from Service. |

  115. POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL

    | (3) A “Prohibited Action” shall occur if the employee: (i) breaches a material provision of their 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. |

  116. POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL

    | (4) The “Prohibited Period” shall commence on the date of the employee’s Covered Termination and continue for the number of months corresponding to his or her severance period set forth in such employee’s employment agreement. |

  117. 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; (iv) a material reduction in duties, authority or responsibilities. |

  118. 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, 2023, and thus are estimates of the amounts that would be paid out to each individual in such circumstances.

  119. POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL

    | • | Lauren Antonoff. Under her May 2, 2023, Employment Agreement, Ms. Antonoff’s employment is “at-will,” provided that the Company is required to give Ms. Antonoff at least six (6) 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 (6) 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 |

  120. POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL

    | 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 (6) months of her base salary (the gross amount of $225,000) and payment of her COBRA premiums for six (6) months following her termination date (in the gross amount of $17,695.43, 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 shall accelerate as of such termination; 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, shall fully vest and immediately prior to, and contingent upon, the consummation of such Change of Control. |

  121. POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL

    “Good Reason” is defined in Ms. Antonoff’s Employment Agreement, and is summarized 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.

  122. POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL

    | • | Susan Stick. Under her July 31, 2023, 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 (6) months of her base salary (the gross amount of $160,000) and payment of her COBRA premiums for six (6) months following her termination date (in the gross amount of $18,020.03. 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; 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 |

  123. POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL

    “Good Reason” is defined in Ms. Stick’s Employment Agreement, and is summarized 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 (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, and is summarized 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. The general descriptions of the Severance Plan, and each NEO’s employment agreement are qualified in their entirety by reference to the text of the Severance Plan and each such employment agreement.

  124. ERFORMANCE

    | 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) | | | | | | 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 |

  125. 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 Remuneration and Nomination 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 and 2023 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.

  126. DIRECTOR COMPENSATION FOR FISCAL 2023

    DIRECTOR COMPENSATION FOR FISCAL 2023

  127. DIRECTOR COMPENSATION FOR FISCAL 2023

    | Name | Feed earned or paid in cash ($) (1) | Stock Awards ($) (2) (3) | Total ($) | | John Philip Coghlan | 143,000 | 154,000 | 297,000 | | Alex Haro | 35,000 | 120,000 | 155,000 | | Brittany Morin | 39,000 | 125,000 | 164,000 | | James Synge | 38,500 | 125,500 | 164,000 | | Mark Goines | 135,000 | 127,000 | 262,000 | | David Wiadrowski | 127,500 | 135,000 | 262,500 | | Randi Zuckerberg | 126,000 | 125,500 | 251,500 | | Charles Prober | 16,900 | — | 16,900 |

  128. DIRECTOR COMPENSATION FOR FISCAL 2023

    | (1) In 2023, each director received a base fee of $35,000, except for Mr. Prober who earned a prorated base fee of $16,900 for his service as a director following his transition away from his executive officer role at the Company on July 7, 2023. In addition, Mr. Coghlan received $48,000 for serving as Chair of our Board, Messrs. Coghlan, Synge, and Ms. Zuckerberg, each received an additional $3,500 for serving as members of our Audit and Risk Management Committee, and Mr. Wiadrowski received an additional $5,000 for serving as the chair of our Audit and Risk Management Committee, Mr. Coghlan and Ms. Morin each received an additional $4,000 for serving on our Remuneration and Nomination Committee and Mr. Goines received an additional $5,000 for serving as the chair of our Remuneration and Nomination Committee; and each of Messrs. Coghlan and Wiadrowski and Ms. Zuckerberg received an additional $87,500 for serving on a special committee established by the Board in 2023 to evaluate strategic options for maximizing stockholder value (the “Special Committee”) and Mr. Goines received an additional $95,000 for serving as the chair of our Special Committee. |

  129. DIRECTOR COMPENSATION FOR FISCAL 2023

    | (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 15 of the financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  130. DIRECTOR COMPENSATION FOR FISCAL 2023

    | (3) In 2023, the Board modified the annual equity grant to be awarded in RSUs only, eliminating the stock option component. Accordingly, no stock options were granted to directors during 2023. 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, 2023 was as follows: |

  131. DIRECTOR COMPENSATION FOR FISCAL 2023

    | Name | RSU Awards | Stock Option Awards | | John Philip Coghlan | 5,834 | 265,004 | | Alex Haro | 4,546 | 407,837 | | Brittany Morin | 4,735 | 127,031 | | James Synge | 4,754 | 33,972 | | Mark Goines | 4,811 | 34,045 | | David Wiadrowski | 5,114 | 37,361 | | Randi Zuckerberg | 4,754 | 37,870 | | Charles Prober | 307,430 | 232,752 |