DEF 14A of Life360, Inc.
Filed Apr 16, 2026 · FY20250001581760-26-000063
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors (the "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 ten members. There are four directors in Class I whose term of office expires in 2026. Each of the nominees listed below in this Proxy Statement is currently a director of Life360, Inc. (the "Company"), and, as nominated by our Board of Directors and at the recommendation of our Corporate Governance and Nominating Committee, have been nominated for re-election to serve as Class I directors. If elected at the 2026 Annual Meeting of Stockholders (the "Annual Meeting"), each of these nominees would serve for a term expiring at the 2029 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 attended the 2025 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 four 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 four 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. When considering Board composition and evaluating director candidates, our Corporate Governance and Nominating Committee takes into account a variety of skills, experiences, and personal qualities relevant to our business and future market opportunities, including advertising and ad technology within consumer-facing, privacy-first environments; scaling consumer and ad technology platforms, including AI capabilities; consumer subscription business models and growing large free user bases; and U.S. public company finance, accounting, and audit experience. The Corporate Governance and Nominating Committee also considers each candidate's independence, integrity, diversity of background and perspective, and ability to exercise sound business judgment, and evaluates the overall composition and collective expertise of the Board as a whole rather than requiring any individual director to satisfy all criteria. We believe our current directors provide an appropriate mix of experience and skills to support Life360's mission as a company dual-listed on Nasdaq and the ASX. The following is a brief biography of each nominee and each director whose term will continue after the Annual Meeting.
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| | Lauren Antonoff Age: 55 Director since 2025 | Ms. Antonoff has served as Life360’s Chief Executive Officer and Board member since August 2025. Ms. Antonoff previously served as Life360’s Chief Operating Officer from May 2023 to August 2025. Prior to joining Life360, Ms. Antonoff served on the Board of Directors of Momentive Global Inc. from August 2022 to May 2023. Ms. Antonoff served as President, Independents at GoDaddy Inc., an internet domain registrar and web hosting company, from November 2019 to January 2022. Previously, she served as Senior Vice President & General Manager, Presence and Commerce at GoDaddy from March 2015 to November 2019. Prior to GoDaddy, Ms. Antonoff spent over 18 years at Microsoft Corporation, a computer software company, serving in various product manager roles culminating as Director, Program Management for SharePoint. Ms. Antonoff received a Bachelor of Arts in Rhetoric and Political Science from the University of California, Berkeley. | | | Key Skills and Qualifications: | Ms. Antonoff was selected to serve on the Board due to her extensive executive leadership experience, including her service as Chief Executive Officer and Chief Operating Officer of the Company, and her deep expertise in consumer technology, track record of product innovation, and scaling global technology businesses. |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| | Mark Goines Age: 72 Director since 2019 | Mr. Goines has served as a member of Life360’s Board since April 2019 and as the Lead Independent Director since August 2025. 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 Odeko, LLC, Ascend Credit, Inc., Candex Solutions Inc., Human Interest, Inc., Chocolate Holdings LLC and Bloom Credit Inc. He previously served on the board of BillFloat, 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. |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| | Alex Haro Age: 40 Director since 2008 | Mr. Haro 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 Chief Executive Officer for Hubble Network Inc. In January 2020, Mr. Haro co-founded and currently serves a 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. |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
| | Randi Zuckerberg Age: 44 Director since 2021 | Ms. Zuckerberg has served as a member of Life360’s Board since January 2021. Ms. Zuckerberg is an investor and advisor to more than 20 early- and mid-stage companies. 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 New York Road Runners, a nonprofit organization. She previously served on the board of The Motley Fool, LLC until June 2025. 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 the host of 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. |
Nominees for Election for a Three-Year Term Expiring at the 2029 Annual Meeting
A VOTE IN FAVOR OF EACH NAMED NOMINEE.
Class II Directors Continuing in Office Until the 2027 Annual Meeting
Class II Directors Continuing in Office Until the 2027 Annual Meeting
Class II Directors Continuing in Office Until the 2027 Annual Meeting
| | Brit Morin Age: 40 Director since 2018 | Ms. Morin 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 January 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. |
Class II Directors Continuing in Office Until the 2027 Annual Meeting
| | James Synge Age: 58 Director since 2019 | Mr. Synge has served as a member of Life360’s Board since May 2019, and was an early investor beginning 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. |
Class II Directors Continuing in Office Until the 2027 Annual Meeting
| | David Wiadrowski Age: 66 Director since 2019 | Mr. Wiadrowski 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 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. | | | Key Skills and Qualifications: | Mr. Wiadrowski was selected to serve on the Board due to his financial industry knowledge, capital markets experience, risk management skills, and experience serving on the boards of several Australian public companies. |
Class III Directors Continuing in Office Until the 2028 Annual Meeting
Class III Directors Continuing in Office Until the 2028 Annual Meeting
Class III Directors Continuing in Office Until the 2028 Annual Meeting
| | Chris Hulls Age: 42 Director since 2007 | Mr. Hulls has served as the Executive Chairman of the Board since August 2025. Mr. Hulls co-founded Life360 in April 2007 and has served as a member of Life360's Board since then. Mr. Hulls previously served as Life360's Chief Executive Officer from April 2007 to August 2025. 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, Executive Chairman of the Board, and as former Chief Executive Officer of the Company and his business and technology company experience, including investing in and advising technology companies. |
Class III Directors Continuing in Office Until the 2028 Annual Meeting
| | Charles "CJ" Prober Age: 54 Director since 2022 | Mr. Prober 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, technology, and consumer hardware industries. |
Class III Directors Continuing in Office Until the 2028 Annual Meeting
| | John Philip Coghlan Age: 74 Director since 2009 | Mr. Coghlan 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. |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Executive Summary
*In accordance with SEC rules, Susan Stick, our former General Counsel and Corporate Secretary, is also an NEO for 2025 based on her service in that role during the year. Ms. Stick departed the Company in June 2025. References in this Proxy Statement to "continuing NEOs" refers to Mr. Hulls, Ms. Antonoff, and Mr. Burke. Fiscal 2025 Performance Highlights Following its U.S. initial public offering in June 2024, the Company in 2025 continued to operate as a dual-listed company in the U.S. and Australia, focusing on business execution, platform expansion and long-term value creation. The Company's common stock trades on the Nasdaq Global Select Market under the trading symbol “LIF,” and its CHESS Depository Interests (“CDIs”) on the ASX under the trading symbol “360.” The Company also successfully executed against its strategic operating plan, as highlighted by the following: •Revenue of $489.5 million, a year-over-year increase of 32%, exceeding prior-year performance and reflecting continued subscription growth and expanding advertising revenue streams; •Net income of $150.8 million, representing the Company’s first full year of profitability, or $32.5 million excluding a one-time, non-cash tax benefit of $118.4 million; •Record Adjusted EBITDA of $93.2 million, a 105% year-over-year increase, with margin expansion to 19% for the full year and 22% in Q4;(1) •Positive operating cash flow of $88.6 million, up 172% year-over-year, demonstrating strong operating leverage and improved working capital efficiency; and •Year-end cash, cash equivalents and restricted cash of $495.8 million, significantly strengthened by $320.0 million in convertible senior notes issued in June 2025 and strong cash generation from operations. (1)Adjusted EBITDA is a non-GAAP financial metric that the Company defines as Net income (loss), excluding (i) convertible notes and derivative liability fair value adjustments, (ii) gains and losses on the settlement of convertible notes and derivative liabilities, (iii) gain (loss) on change in fair value of investments, (iv) benefit from income taxes, (v) depreciation and amortization, (vi) interest income, (vii) other expense, net, (viii) acquisition and investment related transaction costs, (ix) stock-based compensation, (x) warehouse relocation costs, (xi) IPO-related transaction costs, including secondary offering costs, and (xii) workplace restructuring costs. See the Appendix for additional information, including a reconciliation of Adjusted EBITDA to net income. (2)See our Annual Report on Form 10-K, filed with the SEC on March 2, 2026 for more information regarding our MAUs, Paying Circles and Average Revenue Per Paying Circle (“ARPPC”) and how we calculate such metrics. Fiscal 2025 Compensation Highlights Our overall compensation program for fiscal 2025, which was designed to compensate our NEOs in a manner consistent with competitive pay practices and aligned with stockholder interest, consisted of three components: base salary, a cash incentive bonus, and long-term equity incentive compensation. The following are highlights of key compensation actions for fiscal 2025 with respect to our NEOs: •CEO Transition. In connection with the August 2025 leadership transition, Mr. Hulls received promotion equity awards in the form of time-based restricted stock units ("RSUs") and performance-based restricted stock units tied to relative total shareholder return ("R-TSR PRSUs"), with no changes to his base salary or annual cash bonus target. Ms. Antonoff's compensation was increased to reflect her appointment as Chief Executive Officer, including an increase to her base salary, an increase to her target annual bonus opportunity, and the grant of promotion time-based RSUs and R-TSR PRSUs. In addition, in connection with their respective promotions, the Compensation Committee approved PRSUs to be granted to Mr. Hulls and Ms. Antonoff in 2026 in connection with the 2026 annual equity grants to NEOs and which are not reflected in the 2025 equity grants. •Competitive Base Salary and Annual Incentive Target Increases. Our business requires us to recruit and retain a team of highly talented executives, and we operate in a competitive hiring environment. Our Compensation Committee determined that incentive target increases for Ms. Antonoff and Mr. Burke and a base salary and incentive target increase for Ms. Stick, were appropriate in order to maintain a market-competitive compensation package. •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 Company performance for fiscal 2025, as well as their individual performance, each of our continuing NEOs earned an annual incentive bonus equal to 108.1% of their respective targets. •Introduction of Relative, Multi-Year Performance-Based Equity. With the CEO transition, the Company introduced R-TSR PRSUs for the first time, as a complement to performance-based restricted stock units ("PRSUs") tied to absolute financial metrics and RSUs that vest based on continuing service. The introduction of R-TSR PRSUs incorporates a multi-year performance period and are designed to align executive compensation more closely with long-term stockholder value creation by measuring performance relative to a defined peer group. While only Mr. Hulls and Ms. Antonoff received R-TSR PRSUs in 2025, the Compensation Committee expanded the usage of R-TSR PRSUs in 2026, with all NEOs receiving R-TSR PRSUs in 2026 to further strengthen the alignment between executive compensation and long-term stockholder interests. •Performance-Based Equity Awards. Consistent with our 2024 design, 60% and 40% of the target long-term incentive value for our Executive Chairman and our other continuing NEOs, respectively, was granted in the form of PRSUs eligible to be earned based on our level of achievement of revenue and Adjusted EBITDA goals for fiscal 2025. Based on our performance during the year, participating NEOs earned 112.1% of target for the PRSUs granted in fiscal 2025. 25% of earned PRSUs vested on January 1 following the conclusion of the performance period and were distributed following the Compensation Committee's certification 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. 2025 Say-on-Pay Vote and Stockholder Engagement At our 2025 Annual Meeting of Stockholders, we held our second advisory votes on the compensation of our NEOs (a “say-on-pay vote”). Consistent with best practices, we conduct annual advisory votes to allow our stockholders to provide us with their regular input on our executive compensation program. We continue to engage with stockholders on compensation matters and were pleased to see a significant increase in support for our 2025 say-on-pay at our 2025 Annual Meeting of Stockholders as compared to our 2024 say-on-pay vote. However, while support significantly improved, the total votes cast in favor of our say-on-pay proposal remain below our desired level of support. Prior to our 2025 Annual Meeting of Stockholders, we reached out to a majority of our stockholders to get a better understanding of their views on executive compensation. We 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.
Executive Summary
We have continued to evolve our compensation program to reflect our status as a U.S. publicly-traded company and to further align with the competitive market practices and stockholder interests. Following the introduction of our performance-based equity program in 2024, the Company continued to utilize the program in 2025 and expanded it in connection with the promotions of Mr. Hulls and Ms. Antonoff to include a multi-year relative performance component designed to further align management's interests with the Company's key performance objectives and long-term stockholder value creation. The introduction of a relative TSR goal was made after multi-year evaluation of the appropriate performance goals that would effectively incentivize performance over a multi-year period, considering our strategic operating plan as well as our status as newly-listed U.S. publicly-traded company, as well as stockholder feedback. Based on its ongoing assessment of the program and prevailing market practices, the Compensation Committee expanded the use of multi-year R-TSR PRSUs to all executive officers as part of its executive compensation structure for 2026, with the goal of reinforcing pay-for-performance alignment and serving as an effective tool to attract, retain and incentivize key talent while supporting the Company’s key business objectives. Expanded Design of Performance Equity Plan Consistent with stockholder feedback and the Compensation Committee's ongoing evaluation of market practices, the 2025 promotional equity awards granted to Mr. Hulls and Ms. Antonoff included a combination of time-based RSUs, PRSUs based on absolute financial metrics, and R-TSR PRSUs, as discussed above. The construct of the expanded performance equity program is outlined below, with additional detail provided under “Terms of Performance Restricted Stock Units.” Under the expanded framework, the Executive Chairman of the Board and Chief Executive Officer will receive 40% of their annual equity grant in the form of time-based RSUs and 60% in the form of PRSUs. Other executive officers (for 2026, the Chief Financial Officer) will receive 60% of their annual equity award as time-based RSUs and 40% as PRSUs. The PRSU portion of the grant will be allocated equally (50%/50%) between: •PRSUs based on absolute financial performance metrics; and •R-TSR PRSUs based on relative total shareholder return ("TSR").
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 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 91% of our continuing 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 and, in the case of R-TSR PRSUs, performance measured over a multi-year period. | | 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 Executive Chairman of the Board pursuant to a legacy arrangement. In addition, in connection with her promotion to Chief Executive Officer, Ms. Antonoff received a one-time reimbursement of legal fees incurred in connection with the negotiation of her offer letter and employment arrangements. |
How We Determine Compensation
How We Determine Compensation Role of the Compensation Committee Our Compensation Committee acts on behalf of the Board in establishing and overseeing the compensation arrangements for our NEOs. 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 assess alignment with our compensation philosophy and objectives. As part of this effort, the Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, 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. The Compensation Committee works with management to set the agenda for its regular meetings. It also has special meetings and from time to time meets in executive sessions without management present. Role of Management In performing its responsibilities, the Compensation Committee consults with the Chief Executive Officer, the Executive Chairman of the Board, 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. Where appropriate, the Chief Executive Officer makes recommendations about compensation for members of management other than herself. Management inputs are one factor in Committee deliberations and decisions. Role of the Compensation Consultant The Compensation Committee has the sole authority to retain an external compensation consultant and the compensation consultant reports directly to the Compensation Committee and its chair. In 2025, 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 2025, Compensia provided various services, including assisting in the review and updating of our compensation peer group; analyzing compensation levels of our NEOs relative to competitive market data; providing advice on compensation best practices and market trends; and supporting the design of performance-based equity awards in connection with the promotions of Mr. Hulls and Ms. Antonoff. The Compensation 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 Compensation Committee and does not provide any other services to the Company. Use of Market Data The Compensation 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. In December 2024, Compensia proposed, and the Compensation Committee reviewed, a group of companies to be used for evaluating fiscal 2025 compensation decisions, based on the following criteria: •Location. U.S. headquartered companies with a preference for companies based in the Bay Area or other top-tier markets. •Industry. Primary focus on cloud-based software companies with preference for consumer-facing business and/or mobile application platforms. •Revenue. Within a range of ~0.5x to ~2.0x, our trailing four fiscal quarters’ revenue (subject to certain exceptions for companies based on overall relevance and business profile). •Market Capitalization. Within a range of ~0.3x to ~3.0x, our then-market capitalization based on a 30-day trading average (subject to certain exceptions for companies based on overall relevance and business profile). Using the above criteria, the fiscal 2025 peer group adopted by the Compensation Committee in December 2024 consisted of the following companies:
2025 PEER GROUP
2025 PEER GROUP
2025 PEER GROUP
| Amplitude | Doximity | Magnite | | Braze | Duolingo | Nextdoor Holdings | | CarGurus | Eventbrite | Olo | | Clear Secure | GoodRx Holdings | PagerDuty | | Couchbase | Grindr | Sprout Social | | Coursera | Intapp | Yelp | | DoubleVerify Holdings | JFrog | |
2025 PEER GROUP
Relative to the peer group approved for the purpose of evaluating fiscal 2024 compensation decisions, the Compensation Committee removed Alarm.com Holdings, American Software, CS Disco, eGain, Everbridge, Globalstar, LiveVox Holdings, Matterport, Mitek Systems, MiX Telematics, ON24, Ooma, OptimizeRx, Soundthinking, TrueCar, and Veritone, primarily due to being either significantly smaller on key metrics or having been acquired. The Compensation Committee added Amplitude, Braze, CarGurus, Coursera, DoubleVerify Holdings, Doximity, Duolingo, GoodRx Holdings, Grindr, Intapp, JFrog, Magnite, Olo, Sprout Social, and Yelp 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 the Company and 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 and Executive Chairman of the Board. Our Compensation Committee typically reviews and discusses management’s proposed compensation with the Chief Executive Officer and Executive Chairman of the Board for all executives other than the Chief Executive Officer and Executive Chairman of the Board. 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: •Our performance against the annual corporate goals established by the Compensation Committee and the Board in consultation with management; •Each executive officer's skills, experience, and qualifications and the scope of the executive officer’s role relative to other similarly situated executives at our peer group companies; •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; •Compensation parity across our executive officers; •Our retention goals, and potential difficulty of replacing the executive officer if they were to leave the Company; •Our financial performance relative to our peers; •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 •The recommendation provided by our Chief Executive Officer at the time, Mr. Hulls, with respect to the compensation of Mr. Burke, and the recommendation provided by Mr. Burke with respect to the compensation of Ms. Stick. These factors provide the framework for determining the compensation of each of 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 NEOs. Rather, the Compensation Committee and our Board, as applicable, rely on their own knowledge and judgment in assessing these factors and making compensation decisions.
2025 Executive Compensation
| | Elements | Structure | Purpose | | Fixed | Base Salary | Cash | Attract and retain executives by providing a market-competitive level of fixed compensation. | | Variable | Annual Incentive | Cash bonus that varies based on company, business unit, and individual performance against financial, operational and strategic goals | Motivate executives to achieve near-term goals that support our business objectives. | | | Long-Term Equity | PRSUs vest over 4 years, subject to the achievement of specified performance criteria during a one-year performance period | Engage executives in building long-term value alignment with our stockholders’ interests and promote retention. | | | | R-TSR PRSUs vest based on the Company's percentile rank of TSR relative to the S&P Software & Services Index over overlapping one-, two-, and three-year performance periods, with 33% vesting after each performance period, subject to a payout range of 0% to 200% of target shares depending on relative TSR performance | | | | | RSUs vest monthly over 4 years | |
2025 Executive Compensation
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 2025 base salaries for our NEOs, as shown below, were positioned between the 25th and 50th percentiles of our 2025 peer group for Mr. Hulls and Ms. Antonoff, approximately the 25th percentile for Mr. Burke, and below the 25th percentile for Ms. Stick. Base salaries for the NEOs other than Ms. Antonoff and Ms. Stick were held constant because they were competitive relative to the peer group. With respect to Ms. Antonoff, her base salary was adjusted in connection with her promotion, considering market data as well as the compensation received by Mr. Hulls while serving as Chief Executive Officer. With respect to Ms. Stick, the Compensation Committee increased Ms. Stick’s base salary to work toward closing the gap between her target cash compensation and a market competitive range around the 50th percentile of our 2025 peer group.
2025 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 Executive Chairman's and the Chief Executive Officer’s annual incentives were set by the Compensation Committee, Ms. Stick’s goals were set by Mr. Burke, and Mr. Burke’s goals were set by Mr. Hulls while he served as Chief Executive Officer. Target Incentive Opportunities At the beginning of 2025, the Compensation Committee approved target bonus opportunities for the NEOs as reflected in the table below. The target bonus opportunities as a percentage of base salary were increased from 50% to 60% for Ms. Antonoff (in the Chief Operating Officer role) and Mr. Burke, and from 40% to 45% for Ms. Stick, in order to more closely align their target cash compensation with the 50th percentile of our 2025 peer group. In connection with her promotion to the Chief Executive Officer role, Ms. Antonoff’s target bonus was increased to 100%, with her annual incentive to be pro-rated based on her base salary and annual incentive target in effect prior to and following her promotion.
2025 Executive Compensation
| Executive | Base Salary | Target Bonus (%) | Target Bonus ($) | | Chris Hulls | $515,000 | 100% | $515,000 | | Lauren Antonoff (as Chief Executive Officer) | $515,000 | 100% | $515,000 | | Lauren Antonoff (as Chief Operating Officer) | $475,000 | 60% | $285,000 | | Russell Burke | $450,000 | 60% | $270,000 | | Susan Stick | $375,000 | 45% | $168,750 |
2025 Executive Compensation
Company Performance Metrics and Results For each Company performance metric, the Compensation Committee sets a “primary” target. In 2025 these targets were aggressive, with the revenue target set at least 30% higher than 2024 results and the Adjusted EBITDA target set at least 60% higher than 2024 results. The Company performance multiplier ultimately is determined based upon how many of these targets are attained across key metrics consisting of revenue, Adjusted EBITDA, and Free User Delight, each assigned a weighting as described below. The exact payout percentage, which can range from 0-200% (with a 100% target), is decided by the Compensation Committee after consulting with the Executive Chairman and the Chief Executive Officer. The overall Company performance score is calculated as follows: 50% is based on financial achievement (as described below) and 50% is based on Free User Delight, assessed quarterly at 12.5% per quarter. The Compensation Committee retains discretion to adjust the overall achievement score upward or downward by up to 25 percentage points in extenuating circumstances, including events outside of management's control, achievement of financial goals at the expense of customer goodwill, or outsized impacts not captured by core metrics. Financial Achievement The financial component is weighted equally between revenue (50%) and Adjusted EBITDA (50%), and is calculated using the same formula as the Company's performance equity plan. For each financial metric, achievement is subject to a 90% threshold — if the Company does not meet 90% of the target for a given metric, no payout is made on that metric's weighting. For performance above target, payouts are calculated on a 3:1 basis for revenue and a 2:1 basis for Adjusted EBITDA, up to a maximum of 200% of target for each metric. Revenue achievement is further capped at 100% if the Adjusted EBITDA threshold is not achieved. As part of its assessment, the Compensation 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. Free User Delight Free User Delight is a metric that reflects the Company's commitment to delivering value and an exceptional experience to its free users. A focus on free user experience was first applied as a discretionary consideration by the Compensation Committee in fiscal 2024, and was formalized as an explicit weighted bonus metric for fiscal 2025 in recognition of its importance to the Company's long-term growth strategy. The Compensation Committee, in consultation with the Chief Executive Officer, determined that formalizing Free User Delight as a weighted metric would ensure that the pursuit of financial targets did not come at the expense of the free user experience. Free User Delight is assessed quarterly by a council consisting of the Executive Chairman, Chief Executive Officer and two independent members of the Board of Directors, with results subject to Compensation Committee feedback and approval. The council evaluates performance across several dimensions, including: new features and experience improvements delivered to free users during the quarter; the scaling of free user enhancements from the prior quarter; key quality metrics, including mobile application uptime and time to first location; cohorted free user retention; and customer happiness indicators such as Net Promoter Score and support feedback. Each quarter, the council applies a structured framework to arrive at a score ranging from 0% to 125%, reflecting the degree to which the Company advanced the free user experience during that period. The council seeks to reach a consensus score; where consensus cannot be reached, scores are averaged across council members, with the Compensation Committee having overall authority to modify the consensus score. Each quarterly score is weighted at 12.5% of the total bonus, for a combined annual Free User Delight weighting of 50%. For fiscal 2025, the Compensation Committee determined that the Company achieved a Free User Delight score of 97.5% of target, reflecting the council's qualitative assessment of the Company's progress in advancing the free user experience across all four quarters of the year. Overall Corporate Performance For 2025, the Compensation Committee determined attainment of the Company performance multiplier at 106.2% based on the achievements of targets shown below. The revenue and Adjusted EBITDA components of the Company performance score were calculated on a formulaic basis as describe above, while the Free User Delight component reflects the qualitative assessment of the council, as reviewed and approved by the Compensation Committee. For fiscal 2025, each metric was assigned a weighting toward the overall Company-level score: revenue at 25%, Adjusted EBITDA at 25%, and Free User Delight at 50%. ($ millions)
2025 Executive Compensation
__________________ (1)See the Appendix for additional information, including a reconciliation of Adjusted EBITDA to Net income (loss). Individual Performance Metrics and Results The Compensation Committee believes that it is important to tie a portion of the annual bonus program to individual performance to allow the Compensation Committee to evaluate and recognize each NEO's individual performance in his or her area of responsibility and contribution to the overall performance of the Company. The individual component is evaluated qualitatively in the aggregate on a scale of 0% to 200%, and 100% representing target performance. The Compensation Committee evaluates the performance of each NEO against his or her performance objectives for the year, with reference to the results achieved by the Company due to the collective efforts of management. For 2025, each participant's performance against their performance objectives was determined holistically based on a retrospective consideration of the relative significance of each objective in light of the achievements of the Company over the course of the year and contributions to the Company's overall performance. Specifically, the Compensation Committee considered management’s execution of the leadership transition, efforts to strengthen the organization through recruiting and execution against our strategic operating plan, including the consummation of the Nativo acquisition. Based on the achievements, the Compensation Committee awarded an individual performance factor of 110% for each of the continuing NEOs. Ms. Stick was not eligible to receive an annual incentive bonus for 2025 because she was not employed for the full fiscal year. How Annual Incentive Awards Are Paid With respect to 2025, NEOs were eligible to receive annual incentive awards based on full-year performance. Following the Compensation Committee's determination of Company and individual performance for the year, each NEO received a single incentive bonus payment, paid entirely in cash. Final Annual Incentive Awards Based on Life360’s performance and the individual results described above, the NEOs earned the annual incentive awards shown below.
2025 Executive Compensation
| Executive | Target Bonus (Annual) | Target Bonus (Prorated) | Company Performance Multiplier (50%) | Individual Performance Multiplier (50%) | Final 2025 Bonus | | Chris Hulls | $515,000 | $515,000 | 106.2% | 110.0% | $556,715 | | Lauren Antonoff (CEO) | $515,000 | $201,767 | 106.2% | 110.0% | $218,110 | | Lauren Antonoff (COO) | $285,000 | $173,342 | 106.2% | 110.0% | $187,383 | | Russell Burke | $270,000 | $270,000 | 106.2% | 110.0% | $291,870 | | Susan Stick(1) | $168,750 | $168,750 | —% | —% | $— |
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 2025, the NEOs’ equity compensation (with the exception of Ms. Stick) was delivered in the form of performance-based RSUs ("PRSUs") and time-based RSUs, with performance-based RSUs making up 60% of Mr. Hulls’ annual equity compensation and 40% of the annual equity compensation for each of Mr. Burke and Ms. Antonoff. In connection with her promotion to Chief Executive Officer, the Compensation Committee approved a target equity compensation structure for Ms. Antonoff pursuant to which 60% of her annual equity grant would consist of PRSUs. Ms. Stick’s 2025 equity compensation was granted entirely in the form of time-based RSUs. As noted below, in connection with their promotions, Mr. Hulls and Ms. Antonoff received additional grants of time-based RSUs and R-TSR PRSUs in September 2025. With PRSUs as a component of the long-term equity incentive opportunities for Messrs. Hulls and Burke and Ms. Antonoff, there is a significant 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. 2025 Target Equity Grants In 2025, the Compensation Committee granted equity awards to the NEOs in the form of RSUs, PRSUs, and R-TSR PRSUs in the amounts shown below.
Long-Term Equity Incentive Awards
| Executive | Time-Based RSUs# | Time-Based RSUs Target Equity Value(1)(2) | Target Performance- Based RSU# | Target Performance-Based RSUs Target Equity Value(1) | Target R-TSR Performance-Based RSUs# | Target R-TSR Performance-Based RSUs Target Equity Value(1) | | Chris Hulls | 58,967 | $3,600,000 | 48,702 | $1,800,000 | 19,874 | $1,800,000 | | Russell Burke | 32,468 | $1,200,000 | 21,646 | $800,000 | — | — | | Lauren Antonoff | 85,465 | $6,000,000 | 21,646 | $800,000 | 39,748 | $3,600,000 | | Susan Stick | 27,057 | $1,000,000 | — | — | — | — |
Long-Term Equity Incentive Awards
__________________ (1)With respect to the NEO equity awards, the values noted below differ from those in the 2025 Summary Compensation Table because the closing price of our common stock on the Nasdaq on each grant date was used to calculate the grant date fair values noted on the 2025 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 in April 2025 or the five-day average of the volume weighted average price ("VWAP") used to calculate the number of RSUs awarded to each executive in September 2025 . (2)With respect to Mr. Hulls' total time-based RSU target equity value of $3,600,000, $2,400,000 (representing approximately 66.7%) was granted in connection with his promotion to Executive Chairman, with the remaining $1,200,000 representing his 2025 annual equity grant while serving as Chief Executive Officer. With respect to Ms. Antonoff's total time-based RSU target equity value of $6,000,000, $4,800,000 (representing 80%) was granted in connection with her promotion to Chief Executive Officer, with the remaining $1,200,000 representing her 2025 annual equity grant while serving as Chief Operating Officer. 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 In 2025, consistent with stockholder feedback, we continued to utilize 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. As discussed above, the Compensation Committee expanded the program in 2025 to include R-TSR PRSUs with a multi-year performance period with respect to Ms. Antonoff and Mr. Hulls, with broader application to all executive officers in 2026. For the annual equity grants made in early 2025, the PRSU component was based solely on absolute financial performance metrics and was structured as follows:
Long-Term Equity Incentive Awards
| Revenue (50% Weighting) | Adjusted EBITDA (50% Weighting) | | Threshold: 90% of Revenue target | Threshold: 90% of Adjusted EBITDA target | | Maximum if Adjusted EBITDA threshold is achieved: 200% of target | Maximum: 200% of target | | Payout on Revenue weighting capped at 100% if Adjusted EBITDA threshold is not achieved. | No payout on Adjusted EBITDA if Adjusted EBITDA performance below threshold | | No payout on Revenue if Revenue is below threshold | Payout 1:1 for Adjusted EBITDA above 90% of target | | Payout 1:1 for Revenue between 90-100% of target and 3:1 for Revenue above 100% of target | |
Long-Term Equity Incentive Awards
The PRSUs granted to Messrs. Hulls and Burke and Ms. Antonoff were subject to the achievement of performance goals based on our 2025 revenue and Adjusted EBITDA performance, with each metric equally weighted and with 25% of earned PRSUs vesting on January 1 following the conclusion of the performance period, provided that such vested shares would not be distributed until the Compensation Committee certified 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. 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 1% for each additional 1% achieved above the applicable target level for the Adjusted EBITDA metric, subject to an overall cap of 200% of target. No payout would be made with respect to a metric if performance fell below the applicable threshold. Following the conclusion of the performance period for the 2025 PRSU awards, in March 2026, the Compensation Committee certified the achievement levels reflected in the table below for the PRSU awards granted to Messrs. Hulls and Burke and Ms. Antonoff in 2025:
Long-Term Equity Incentive Awards
| Metric (in millions) | 2025 Target | Actual Result | % Weighted Achievement | | Revenue (50% Weighting) | $490.0 | $489.5 | 99.9% | | Adjusted EBITDA(1) (50% Weighting) | $75.0 | $93.2 | 124.3% | | | Total Payout: | | 112.1% |
Long-Term Equity Incentive Awards
__________________ (1)See the Appendix for additional information, including a reconciliation of Adjusted EBITDA to Net income (loss). 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, 54,595, 24,265, and 24,265, 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 2025 will vest over four years in equal monthly increments beginning on January 1, 2025, and the RSUs granted to Mr. Hulls and Ms. Antonoff in connection with their promotions vest over four years in equal monthly increments beginning September 1, 2025 In each case, vesting is contingent upon the recipient's continued service with Life360. Each RSU represents a contingent right to receive one share of our Common Stock upon vesting.
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, and in August 2025, Ms. Antonoff became a participant in the plan in connection with her promotion to Chief Executive Officer. In connection with her separation and subject to Ms. Stick's execution and non-revocation of a release of claims in favor of the Company, Ms. Stick received (i) severance payments equal to $187,500, representing six (6) months of her base salary, and $84,375, representing an amount equal to six-months of her 2025 target annual bonus, and (ii) up to six-months of reimbursements for continued coverage under the Company's health plans. In addition, in order to facilitate an orderly transition of duties, Ms. Stick will serve as a consultant to the Company through June 2, 2026, with her outstanding RSUs to continue to vest during the term of Ms. Stick's service as a consultant. For additional information, refer to “Executive Compensation—Potential Payments and Benefits Upon Termination or Change in Control” below.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table shows for the fiscal years ended December 31, 2025, 2024, and 2023 compensation awarded to or paid to, or earned by, the NEOs.
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Chris Hulls Co-Founder, Executive Chairman of the Board, Director, & former Chief Executive Officer | 2025 | 515,000 | — | 7,646,617 | — | 556,715 | 8,600 | 8,726,932 | | | 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 | | Lauren Antonoff Chief Executive Officer, Executive Director, & former Chief Operating Officer | 2025 | 490,758 | — | 11,330,990 | — | 405,493 | 23,600 | 12,250,841 | | | 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 | | Russell Burke Chief Financial Officer | 2025 | 450,000 | — | 1,981,114 | — | 291,870 | 3,600 | 2,726,584 | | | 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 | | Susan Stick Former General Counsel and Corporate Secretary | 2025 | 157,813 | — | 990,557 | — | — | 275,475 | 1,423,845 | | | 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 |
2025 SUMMARY COMPENSATION TABLE
__________________ (1)Amounts reflect salary earned during the applicable calendar year. For Ms. Stick, the amount reported reflects salary earned through June 2, 2025. (2)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 included in the Stock Awards column for the PRSUs granted during 2025 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 2025 PRSUs, the maximum value for the 2025 PRSUs would be as follows: Mr. Hulls, $3,600,000; Mr. Burke, $1,600,000; and Ms. Antonoff, $1,600,000. Under FASB ASC Topic 718, the vesting condition related to the R-TSR PRSUs is considered a market condition and not a performance condition. Accordingly, there is no grant date fair value below or in excess of the amount reflected in the table above for Mr. Hulls or Ms. Antonoff that could be calculated and disclosed based on achievement of the underlying market condition. 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, 2025. (3)Amounts reflect cash bonus amounts earned pursuant to the Life360 Compensation Plan for Board Directors and Company Leadership, discussed in greater detail below. (4)For 2025, amounts reflect company 401(k) contributions of $3,600 per individual. For Mr. Hulls, the amount reflected for 2025 also reflects a health club reimbursement provided by the Company. For Ms. Antonoff, the amount reflected for 2025 includes a one-time reimbursement of reasonable legal fees incurred in connection with the negotiation of her promotion to Chief Executive Officer. For Ms. Stick, the amount reflected for 2025 includes severance payments made in connection with the termination of her employment, of $187,500, representing six (6) months of her base salary, and $84,375, representing an amount equal to six-months of her 2025 target annual bonus. Narrative Disclosure to 2025 Summary Compensation Table We are parties to employment agreements with each of our continuing NEOs. Under each of the employment agreements, the NEO’s employment is “at-will,” provided that, in the case of Messrs. Hulls and Burke and Ms. Antonoff, we are required to give the executive at least six (6) months’ notice in the event of our termination of the executive’s employment without Cause (as defined in “Potential Payments and Benefits Upon Termination or Change in Control” below), which excludes terminations due to death or disability, and the executive is required to provide our Board six (6) months’ notice to terminate employment voluntarily, although our Board may waive the required notice period to be given by the executive. The agreements provide for severance benefits as described in “Potential Payments and Benefits Upon Termination or Change in Control” below.
2025 GRANTS OF PLAN-BASED AWARDS
2025 GRANTS OF PLAN-BASED AWARDS The following table shows for the fiscal year ended December 31, 2025, certain information regarding grants of plan-based awards to the NEOs:
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
| Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | | Threshold ($) | | Target ($) | | Maximum ($) | Threshold (#) | | Target (#) | | Maximum (#) | | | | | | | Chris Hulls | — | | — | | 515,000 | | 1,030,000 | — | | — | | — | — | — | | — | — | | | 4/09/2025 | 4/09/2025 | — | | — | | — | — | | — | | — | 32,468 | — | | — | 1,188,654 | | | 4/09/2025 | 4/09/2025 | — | | — | | — | 21,916 | | 48,702 | | 97,404 | — | — | | — | 1,782,980 | | | 9/01/2025 | 9/01/2025 | — | — | — | — | — | — | — | — | — | — | 26,499 | — | — | — | 2,396,570 | | | 9/01/2025 | 9/01/2025 | — | — | — | — | — | 9,937 | | 19,874 | | 39,748 | — | — | — | — | 2,278,413 | | Lauren Antonoff | — | | — | | 375,109 | | 750,218 | — | | — | | — | — | — | | — | — | | | 4/09/2025 | 4/09/2025 | — | | — | | — | — | | — | | — | 32,468 | — | | — | 1,188,653 | | | 4/09/2025 | 4/09/2025 | — | | — | | — | 9,741 | | 21,646 | | 43,292 | — | — | | — | 792,460 | | | 9/1/2025 | 9/1/2025 | — | | — | | — | — | | — | | — | 52,997 | — | — | — | 4,793,049 | | | 9/1/2025 | 9/1/2025 | — | — | — | — | — | 19,874 | | 39,748 | | 79,496 | — | — | — | — | 4,556,828 | | Russell Burke | — | | — | | 270,000 | | 540,000 | — | | — | | — | — | — | | — | — | | | 4/09/2025 | 4/09/2025 | — | | — | | — | — | | — | | — | 32,468 | — | | — | 1,188,653 | | | 4/09/2025 | 4/09/2025 | — | | — | | — | 9,741 | | 21,646 | | 43,292 | — | — | | — | 792,461 | | Susan Stick | — | | — | | 168,750 | | 337,500 | — | | — | | — | — | — | | — | — | | | 4/09/2025 | 4/09/2025 | — | | — | | — | — | | — | | — | 27,057 | — | | — | 990,557 |
GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025
__________________ (1)These amounts represent the target and maximum payout levels under the Life360 Compensation Plan for Board Directors and Company Leadership for 2025. There is no threshold payout level under the Life360 Compensation Plan for Board Directors and Company Leadership. (2)These amounts represent the threshold, target and maximum payout levels applicable to the PRSUs granted under the Stock Plan in 2025 to Messrs. Hulls and Burke and Ms. Antonoff. For Mr. Hulls and Ms. Antonoff, the 2025 performance-based awards consisted of both PRSUs with vesting based on the Company's revenue and Adjusted EBITDA performance during 2025 and relative TSR performance-based restricted stock units ("R-TSR PRSUs"). These PRSUs tied to revenue and Adjusted EBITDA were earned based on achievement with respect to performance metrics related to the Company’s revenue and Adjusted EBITDA performance during 2025, and vest 25% on January 1 following the conclusion of the performance period, provided that such vested shares were not distributed until the Compensation Committee’s determination of actual performance (March 26, 2026), and in twelve equal quarterly installments thereafter, subject to the holder’s continued service on each vesting date. The R-TSR PRSUs vest in three tranches of 33% each, with each tranche subject to a separate overlapping performance period of one, two, and three years, respectively, beginning January 1, 2026 and ending December 31, 2026, December 31, 2027, and December 31, 2028, respectively. Each tranche vests following the Compensation Committee's certification of the Company's percentile rank of TSR relative to the S&P Software & Services Index for the applicable performance period, with 0% vesting if relative TSR performance is below the 25th percentile, 50% of target shares vesting at the 25th percentile, 100% of target shares vesting at the 55th percentile, and 200% of target shares vesting at the 85th percentile, in each case subject to the holder's continued service through the applicable vesting date. (3)These amounts represent RSUs granted to the NEOs under the Stock Plan in 2025. The RSUs vest in equal monthly installments over four years beginning on January 1, 2025, subject to the holder’s continued service on each vesting date. The RSUs granted in September 2025 to Mr. Hulls and Ms. Antonoff in connection with their promotions vest in equal monthly installments over four years beginning on September 1, 2025, subject to the holder's continued service on each vesting date. (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 and R-TSR PRSUs granted during 2025 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, 2025.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table shows for the fiscal year ended December 31, 2025, certain information regarding outstanding equity awards at fiscal year-end for the NEOs.
OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2025(1)
OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2025(1)
OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2025(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) | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) | Equity Incentive Plan Awards: Market value or payout value of unearned shares, units or other rights that have not vested ($) | | Chris Hulls | 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 | 4,167 | — | 13.35 | 2/1/2027 | — | | — | — | — | | | 5/20/2022(3) | 227,926 | 5,875 | 8.19 | 5/20/2028 | 1,443 | | 92,554 | — | — | | | 5/29/2024(4) | — | — | — | — | 21,295 | | 1,365,861 | — | — | | | 5/29/2024(5) | — | — | — | — | 46,536 | | 2,984,819 | — | — | | | 4/9/2025(11) | — | — | — | — | 25,028 | | 1,605,296 | — | — | | | 4/9/2025(12) | — | — | — | — | 54,595 | | 3,501,723 | — | — | | | 9/1/2025(13) | — | — | — | — | 24,843 | | 1,593,430 | — | — | | | 9/1/2025(14) | — | — | — | — | — | | — | 19,874 | 1,274,718 | | Lauren Antonoff | 5/18/2023(8) | — | — | — | — | 48,605 | | 3,117,525 | — | — | | | 3/27/2024(4) | — | — | — | — | 24,141 | | 1,548,404 | — | — | | | 3/27/2024(5) | — | — | — | — | 23,448 | | 1,503,955 | — | — | | | 4/9/2025(11) | — | — | — | — | 25,028 | | 1,605,296 | — | — | | | 4/9/2025(12) | — | — | — | — | 24,265 | | 1,556,357 | — | — | | | 9/1/2025(13) | — | — | — | — | 49,685 | | 3,186,796 | — | — | | | 9/1/2025(14) | — | — | — | — | — | — | — | 39,748 | 2,549,437 | | Russell Burke | 5/19/2020 | 431,514 | — | 3.58 | 5/19/2030 | — | | — | — | — | | | 3/15/2022(6) | 109,456 | 7,298 | 10.49 | 3/15/2028 | 1,822 | | 116,863 | — | — | | | 2/9/2023(7) | — | — | — | — | 3,841 | | 246,362 | — | — | | | 3/27/2024(4) | — | — | — | — | 18,106 | | 1,161,319 | — | — | | | 3/27/2024(5) | — | — | — | — | 17,585 | | 1,127,902 | — | — | | | 4/9/2025(11) | — | — | — | — | 25,028 | | 1,605,296 | — | — | | | 4/9/2025(12) | — | — | — | — | 24,265 | | 1,556,357 | — | — | | Susan Stick | 8/11/2023(9) | — | — | — | — | 41,282 | | 2,647,827 | — | — | | | 4/14/2024(4) | — | — | — | — | 7,072 | | 453,598 | — | — | | | 7/7/2024(10) | — | — | — | — | 503 | | 32,262 | — | — | | | 4/9/2025(11) | — | — | — | — | 20,857 | | 1,337,768 | — | — |
OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2025(1)
__________________ (1)All of the option awards and stock awards were granted under the Stock Plan. (2)Values are based on the closing price of our common stock on the Nasdaq Stock Market LLC on December 31, 2025 ($64.14). (3)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. (4)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. (5)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. (6)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. (7)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. (8)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. (9)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. (10)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. (11)Represents a grant of RSUs that vest in equal monthly installments over four years beginning on January 1, 2025, subject to the holder’s continued service on each vesting date. (12)Represents the number of PRSUs that were earned based on achievement with respect to performance metrics related to revenue and Adjusted EBITDA performance during 2025, and which vested 25% on January 1, 2026, with the remaining 75% vesting in twelve equal quarterly installments, subject to the holder’s continued service on each vesting date. (13)Represents a grant of RSUs that vest in equal monthly installments over four years beginning on September 1, 2025, subject to the holder’s continued service on each vesting date. (14)Represents the target number of R-TSR PRSUs that shall vest based on the Company’s relative TSR compared to the S&P Software & Services Index over three overlapping performance periods ending December 31, 2026, 2027, and 2028. The target award is allocated 33%, 33%, and 34% across the three periods, respectively. Payout ranges from 0% to 200% of target for each tranche based on percentile performance (25th percentile = 50% payout; 55th percentile = 100% payout; 85th percentile = 200% payout, with interpolation between levels). Total payout is capped at 200% of target, and payout for any period is capped at 100% if the Company’s TSR is negative. Earned units vest at the end of the applicable performance period, subject to certification of performance and in each case subject to the holder's continued service through the applicable vesting date.
2025 OPTION EXERCISES AND STOCK VESTED
2025 OPTION EXERCISES AND STOCK VESTED The following table shows for the fiscal year ended December 31, 2025, certain information regarding option exercises and the vesting of stock awards during the last fiscal year with respect to the NEOs:
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025
| | 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 | 352,984 | 25,150,387 | 72,818 | 4,532,157 | | Lauren Antonoff | — | — | 157,229 | 10,241,907 | | Russell Burke | 49,000 | 2,270,720 | 83,186 | 5,356,366 | | Susan Stick | — | — | 35,369 | 2,426,591 |
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2025
__________________ (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. (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.
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, 2025, 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.
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 ($) | | Chris Hulls | Termination Without Cause | 515,000 | 38,913 | N/A | 553,913 | | | Enhanced Termination | 515,000 | 38,913 | 11,520,506 | 12,074,419 |
POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL
Ms. Antonoff became a participant in the Severance Plan in August 2025, and is thus presently eligible to receive the following benefits under the Plan upon (i) her termination of employment without Cause or due to Good Reason and (ii) her Enhanced Termination. Any notice pay to be received by Ms. Antonoff in the event of a termination without Cause may be offset by severance benefits she is eligible to receive under the Severance Plan. Pursuant to her promotion letter, Ms. Antonoff's benefits under the Severance Plan were expanded to include a right to termination due to Good Reason and to increase her Enhanced Termination benefits to 1.5x her base salary and COBRA premiums.
POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL
| Name | Type of Termination | Base Salary ($)(1) | COBRA($) (2) | Accelerated Vesting of Equity Awards ($)(3) | Total ($) | | Lauren Antonoff | Termination Without Cause | 515,000 | 38,264 | N/A | 553,264 | | | Enhanced Termination | 772,500 | 57,396 | 12,518,332 | 13,348,228 |
POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL
Mr. Burke became a participant in the Severance Plan in March 2024, and is thus presently eligible to receive the following benefits under the Plan upon (i) his termination of employment without Cause and (ii) his Enhanced Termination. Any notice pay to be received by Mr. Burke in the event of a Termination Without Cause may be offset by severance benefits he is eligible to receive under the Severance Plan.
POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL
| Name | Type of Termination | Base Salary ($)(1) | COBRA($) (2) | Accelerated Vesting of Equity Awards ($)(3) | Total ($) | | Russell Burke | Termination Without Cause | 225,000 | 14,958 | N/A | 239,958 | | | Enhanced Termination | 225,000 | 14,958 | 6,282,192 | 6,522,150 |
POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL
__________________ (1)In the event of Termination Without Cause (or, in the case of Ms. Antonoff, due to Good Reason), represents a lump sum cash payment equal to 12 months of base salary for Mr. Hulls and Ms. Antonoff and six months of base salary for Mr. Burke. Each of Mr. Hulls and Mr. Burke are eligible to receive the same amount of respective base salary severance benefits upon an Enhanced Termination and Ms. Antonoff's severance is increased to 18 months of base salary. (2)In the event of Termination Without Cause (or, in the case of Ms. Antonoff, due to Good Reason), represents payment of COBRA premiums for 12 months following Mr. Hulls’ and Ms. Antonoff's 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, Ms. Antonoff or Mr. Burke respectively become eligible for equivalent insurance coverage in connection with any new employment. Each of Mr. Hulls and Mr. Burke are eligible to receive the same respective amount of COBRA payment benefits upon an Enhanced Termination and Ms. Antonoff's benefit increases to 18 months. (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, Ms. Antonoff 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, Ms. Antonoff 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, 2025 ($64.14). In addition, the R-TSR PRSUs held by Mr. Hulls and Ms. Antonoff will convert to RSUs based on the Company's TSR performance through the date of the Change of Control and will vest in the event of a double trigger termination following such 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: (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. (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) or, in the case of Ms. Antonoff, due to Good Reason. (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. (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. (5)“Good Reason” means, for NEOs other than Ms. Antonoff, 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. For Ms. Antonoff, “Good Reason” means: 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 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. “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.
POTENTIAL PAYMENTS AND BENEFITS UPON TERMINATION OR CHANGE IN CONTROL
In connection with her separation, Ms. Stick and the Company entered into a separation agreement, pursuant to which Ms. Stick is entitled to receive (i) severance payments equal to six months of her base salary ($187,500), and six months of her 2025 target annual bonus ($84,375), and (ii) up to six months of reimbursements for continued coverage under the Company’s health plans ($19,456). In addition, in order to facilitate an orderly transition of her duties, Ms. Stick will serve as a consultant to the Company through June 2, 2026, with her outstanding restricted stock units continuing to vest during the term of Ms. Stick’s service as a consultant (estimated value of $2,195,867 based on the stock price as of Ms. Stick’s employment separation date).
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 Ms. Antonoff, 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.
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, 2024 and 2025 (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 2025 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, 2024 and 2025. 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.
PAY VERSUS PERFORMANCE
| Pay Versus Performance | | | | | | | | | | | | | Year(1) | Summary Compensation Table Total for PEO HULLS, CHRISTOPHER(2) | Compensation Actually Paid to PEO HULLS, CHRISTOPHER(3) | Summary Compensation Table Total for PEO ANTONOFF, LAUREN(2) | Compensation Actually Paid to PEO ANTONOFF, LAUREN(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 income (loss) | | Company- Selected Measure: Adjusted EBITDA(7) | | | | | | | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | | | | | 2025 | $8,726,932 | $14,597,210 | $12,250,841 | $16,562,047 | $2,075,215 | $5,979,083 | $1,000 | $117 | $150,832,000 | | $93,197,000 | | 2024 | $4,412,802 | $10,964,671 | $— | $— | $2,087,998 | $7,874,951 | $643 | $92 | ($4,555,000) | 45484000 | $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) |
PAY VERSUS PERFORMANCE
__________________ (1)Chris Hulls served as the Company’s Principal Executive Officer (our “PEO”) for the entirety of fiscal years 2022, 2023, 2024, and through August 2025. In August 2025, Lauren Antonoff was appointed Chief Executive Officer and became the Company's PEO for the remainder of fiscal year 2025. The Company’s other NEOs for the indicated fiscal years were as follows: •2025: Russell Burke and Susan Stick •2024: Russell Burke, Lauren Antonoff and Susan Stick •2023: Russell Burke, Lauren Antonoff, Susan Stick and David Rice •2022: Charles Prober and Kirsten Daru (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 PEOs 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.” (3)Amounts reported in these columns represent the amount of CAP to our PEOs 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:
PAY VERSUS PERFORMANCE
| | 2022 | 2023 | 2024 | 2025 | | | | | | | PEO - Hulls, Christopher | PEO - Antonoff, Lauren | | Summary Compensation Table - Total Compensation | $3,932,605 | $1,914,800 | $4,412,802 | $8,726,932 | $12,250,841 | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $2,876,205 | $— | $2,999,952 | $(7,646,617) | $(11,330,990) | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | $1,583,255 | $— | $4,714,993 | $8,155,481 | $9,258,536 | | 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 | $1,730,490 | $2,199,964 | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | $450,974 | $— | $329,862 | $645,980 | $800,722 | | 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 | $2,984,945 | $3,382,974 | | 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 | $0 | $0 | | Compensation Actually Paid | $503,566 | $3,532,043 | $10,964,671 | $14,597,210 | $16,562,047 |
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. (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:
PAY VERSUS PERFORMANCE
| | 2022 | 2023 | 2024 | 2025 | | Summary Compensation Table—Total Compensation | $7,283,268 | $2,641,659 | $2,087,998 | $2,075,215 | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | $6,783,285 | $2,127,131 | $1,298,273 | $(1,485,836) | | 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 | $2,249,716 | | Change in Fair Value Of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | $0 | $257,647 | $2,771,326 | $1,089,492 | | 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 | $450,296 | | 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 | $1,600,200 | | 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 | $0 | | Compensation Actually Paid | $4,937,726 | $3,498,046 | $7,874,951 | $5,979,083 |
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. (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. (6)The TSR Peer Group is the Company’s 2025 compensation peer group, which consisted of the following companies: Amplitude, Braze, CarGurus, Coursera, Clear Secure, Couchbase, DoubleVerify Holdings, Doximity, Duolingo, Eventbrite, GoodRx Holdings, Grindr, Intapp, JFrog, Magnite, Nextdoor Holdings, Olo, PagerDuty, Sprout Social, and Yelp. Compared to the Company’s 2024 compensation peer group, the TSR Peer Group for 2025 removed Alarm.com Holdings, American Software, CS Disco, eGain, Everbridge, Globalstar, LiveVox Holdings, Matterport, Mitek Systems, MiX Telematics, ON24, Ooma, OptimizeRx, Soundthinking, TrueCar, and Veritone primarily due to being either significantly smaller on key metrics or having been acquired, and added Amplitude, Braze, CarGurus, Coursera, DoubleVerify Holdings, Doximity, Duolingo, GoodRx Holdings, Grindr, Intapp, JFrog, Magnite, Olo, Sprout Social, and Yelp 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 2025 compensation peer group was $85 for 2022, $93 for 2023, $92 for 2024, and $117 for 2025. 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). The cumulative TSR for the Company's 2024 compensation peer group was $85 for 2022, $93 for 2023, and $92 for 2024. (7)Adjusted EBITDA is a non-GAAP financial metric that the Company defines as Net income (loss), excluding (i) convertible notes and derivative liability fair value adjustments, (ii) gains and losses on the settlement of convertible notes and derivative liabilities, (iii) gain (loss) on change in fair value of investments, (iv) benefit from income taxes, (v) depreciation and amortization, (vi) interest income, (vii) other expense, net, (viii) acquisition and investment related transaction costs, (ix) stock-based compensation, (x) warehouse relocation costs, (xi) IPO-related transaction costs, including secondary offering costs, and (xii) workplace restructuring costs.
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, 2024 and 2025 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.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The elements of our 2025 director compensation program for non-employee directors are set forth below. Lauren Antonoff, our Chief Executive Officer, and Chris Hulls, our Executive Chairman of the Board in 2025, did not receive any additional compensation for serving as directors. Please see the “2025 Summary Compensation Table” for the compensation received by Ms. Antonoff and Mr. Hulls with respect to 2025.
DIRECTOR COMPENSATION
| Position | Cash(2) | Equity ($)(3) | Total ($) | | Lead Independent Director(1) | 63,000 | 193,500 | 256,500 | | Board Chair | 13,000 | 23,500 | 36,500 | | 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 | | Corporate Governance and Nominating Committee Chair | 3,000 | 5,000 | 8,000 | | Corporate Governance and Nominating Committee Member | 1,500 | 2,500 | 4,000 |
DIRECTOR COMPENSATION
__________________ (1)Lead Independent Director fees are in lieu of Board Member fee. Committee Member fees are supplemental to Lead Independent Director, Board Chair, Board Member and Committee Chair fees. (2)In 2025, based on a review of market practices and the input of the Compensation Committee’s independent compensation consultant, the Board approved new annual cash retainers of $3,000 for the Corporate Governance and Nominating Committee Chair, $1,500 for the Corporate Governance and Nominating Committee Members, and $63,000 for the newly created Lead Independent Director role, as reflected in this column. (3)Non-executive directors received 100% of their equity award as RSUs. In 2025, based on a review of market practices and the input of the Compensation Committee’s independent compensation consultant, the Board approved equity retainers with a grant date fair values of $5,000 for the Corporate Governance and Nominating Committee Chair, $2,500 for each of the Corporate Governance and Nominating Committee Members, and $193,500 for the newly created Lead Independent Director role, as reflected in this column. The following table shows for the fiscal year ended December 31, 2025 the compensation earned by or paid to all non-executive directors of the Company:
DIRECTOR COMPENSATION FOR FISCAL 2025
DIRECTOR COMPENSATION FOR FISCAL 2025
DIRECTOR COMPENSATION FOR FISCAL 2025
| Name | Fees earned or paid in cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Mark Goines | 69,500 | 197,766 | 267,266 | | John Philip Coghlan | 74,000 | 210,806 | 284,806 | | Alex Haro | 50,000 | 171,091 | 221,091 | | Brit Morin | 55,500 | 178,655 | 234,155 | | Charles Prober | 50,000 | 171,091 | 221,091 | | James Synge | 54,000 | 177,142 | 231,142 | | David Wiadrowski | 55,000 | 186,157 | 241,157 | | Randi Zuckerberg | 50,000 | 171,091 | 221,091 |
DIRECTOR COMPENSATION FOR FISCAL 2025
__________________ (1)In 2025, each non-employee director received a base fee of $50,000, except for Mr. Goines, who served as our Lead Independent Director and received an annual cash retainer of $63,000 in lieu of the $50,000 base retainer. 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, Mr. Goines received an additional $5,000 for serving as the chair of our Compensation Committee, Mr. Coghlan received an additional $3,000 for serving as the chair of our Corporate Governance and Nominating Committee, and Mr. Goines and Ms. Morin each received an additional $1,500 for serving on our Corporate Governance and Nominating Committee. (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, 2025. (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, 2025 was as follows:
DIRECTOR COMPENSATION FOR FISCAL 2025
| Name | RSU Awards | Stock Option Awards | | Mark Goines | 1,559 | 34,045 | | John Philip Coghlan | 1,672 | 264,084 | | Alex Haro | 1,357 | 407,837 | | Brit Morin | 1,417 | 88,924 | | Charles Prober | 1,357 | 87,230 | | James Synge | 1,405 | 33,972 | | David Wiadrowski | 1,477 | 37,361 | | Randi Zuckerberg | 1,357 | 37,870 |