Proxy Statement (Form DEF 14A)

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

Life360, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

LIFE360, INC.

1900 S Norfolk Street, Suite 310

San Mateo, CA 94403

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Tuesday, May 27, 2025 (U.S.) and Wednesday, May 28, 2025 (Australia)

April 16, 2025

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of LIFE360, INC., a Delaware corporation (the "Company"). The meeting will be held on Tuesday, May 27, 2025, at 4:30 p.m. Pacific Time (Wednesday, May 28, 2025, at 9:30 a.m. Australian Eastern Time) electronically via webcast at www.virtualshareholdermeeting.com/LIF2025. You will not be able to attend the meeting in person. The meeting will be held for the following purposes:

This year's Annual Meeting will be held virtually via the internet. Holders of record of Common Stock will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/LIF2025 and entering the 16-digit Control Number distributed with these proxy materials. Holders of CHESS Depositary Interests ("CDIs") (representing the underlying shares of Common Stock) (such holders, "CDI Holders") will be able to attend the Annual Meeting and submit questions by visiting the website above and logging in as a guest, but will not be able to vote during the Annual Meeting via the virtual online facility. Please refer to the additional logistical details and recommendations in the accompanying proxy statement (the "Proxy Statement"). The meeting will begin at 4:30 p.m. Pacific Time on Tuesday, May 27, 2025 (9:30 a.m. Australian Eastern Time on Wednesday, May 28, 2025). Online check-in will start approximately 15 minutes before the meeting at 4:15 p.m. Pacific Time on Tuesday, May 27, 2025 (9:15 a.m. Australian Eastern Time on Wednesday, May 28, 2025). The Board of Directors has set Friday, April 4, 2025, at 2:00 a.m. Pacific Time (Friday, April 4, 2025, at 8:00 p.m. Australian Eastern Time) as the record date (the "Record Date") to determine those holders of record of Common Stock who are entitled to notice of, to virtually attend, and to electronically vote at, the Annual Meeting or any adjournment or postponement thereof and those CDI Holders who are entitled to notice of, and to virtually attend (but not vote at), the Annual Meeting or any adjournment or postponement thereof. If you hold your shares of Common Stock or CDIs through an account with a brokerage firm, bank, or other nominee, please follow the instructions you receive from them as to how to vote your shares of Common Stock. CHESS Depositary Nominees Pty Ltd ("CDN") will vote the applicable CDIs on behalf of each applicable CDI Holder at the Annual Meeting in accordance with the instructions received via the CDI Voting Instruction Form. Further details regarding how holders of Common Stock and CDIs can vote are set out in this Proxy Statement.

By Order of the Board of Directors,

/s/ Russell Burke

Russell Burke

Chief Financial Officer

San Mateo, CA

April 16, 2025

You are cordially invited to attend the meeting online. Whether or not you expect to attend the annual meeting, please complete, date, sign and return the proxy or CDI Voting Instruction Form mailed to you if one was mailed to you, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. Even if you have voted by proxy, holders of record of Common Stock may still vote online if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

LIFE360, INC.

1900 S Norfolk Street, Suite 310

San Mateo, CA 94403

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

Tuesday, May 27, 2025 (U.S.) and Wednesday, May 28, 2025 (Australia)

MEETING AGENDA

 

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending you a Notice of Internet Availability of Proxy Materials (the "Notice") because the Board of Directors (the "Board") of Life360, Inc. (sometimes referred to as the "Company" or "Life360") is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders (the "Annual Meeting") to be held virtually on Tuesday, May 27, 2025, at 4:30 p.m. Pacific Time (Wednesday, May 28, 2025, at 9:30 a.m. Australian Eastern Time), including at any adjournments or postponements of the meeting. All stockholders or holders of CHESS Depositary Interests ("CDIs", and each such holder, a "CDI holder") will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about Wednesday, April 16, 2025 (U.S.) (being Thursday, April 17, 2025 (Australia)) to all stockholders of record entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

We may send stockholders a proxy card, along with a supplement to the Notice, on or after Wednesday, April 16, 2025 (U.S.) (being Thursday, April 17, 2025 (Australia)).

What is a proxy?

If you are a stockholder of record and you designate another person or entity to vote shares that you own of record, such other person or entity is referred to as your proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. When you designate a proxy, you may also direct the proxy how to vote your shares. This is referred to as your "proxy vote."

How do I attend the Annual Meeting?

You are entitled to attend the Annual Meeting if you were a stockholder or a CDI holder as of 2:00 a.m. Pacific Time on Friday, April 4, 2025 (8:00 p.m. Australian Eastern Time on Friday, April 4, 2025) (the "Record Date"), or hold a valid proxy for the meeting.

If you are a stockholder of record, to be admitted to the Annual Meeting, you will need to visit www.virtualshareholdermeeting.com/LIF2025 and enter the 16-digit Control Number found next to the label "Control Number" on your Notice of Internet Availability, proxy card or voting instruction form, or in the email sending you this Proxy Statement.

If you are a beneficial owner of shares held in Street Name (as defined below) and wish to attend the Annual Meeting, you should contact the bank, broker or other institution where you hold your account well in advance of the meeting if you have questions about obtaining your Control Number.

If you are a CDI holder, to be admitted to the Annual Meeting, you will need to login as a guest. To view the meeting webcast visit www.virtualshareholdermeeting.com/LIF2025 and register as a guest, but you will not be able to vote your CDIs during the meeting via the online facility.

Whether or not you attend the Annual Meeting, it is important that your shares or CDIs be represented.

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 15 minutes before the meeting at 4:15 p.m. Pacific Time on Tuesday, May 27, 2025 (9:15 a.m. Australian Eastern Time on Wednesday, May 28, 2025).

What if I cannot find my Control Number?

Please note that if you do not have your Control Number and you are a registered stockholder (that is, the shares are held in your name), you may call Broadridge at +1-844-976-0738 (U.S. Toll Free) or 303-552-9301 (International) on Tuesday, May 27, 2025 beginning at 5 a.m. Pacific Time (Wednesday, May 28, 2025 beginning at 10 p.m. Australian Eastern Time) and Broadridge will be able to provide your Control Number to you.

If you are a beneficial owner of shares held in Street Name (as defined below) (that is, you hold your shares in an account at a bank, broker or other holder of record), you will need to contact that bank, broker or other holder of record to obtain your Control Number prior to the Annual Meeting.

Where can we get technical assistance?

If you have difficulty accessing the virtual meeting, a technical assistant phone number will be made available on the virtual meeting registration page 15 minutes prior to the start of the meeting.

How do we ask questions of management and the board?

We plan to have a Questions & Answers session at the Annual Meeting and will include as many questions as the allotted time permits. Only stockholders of record, beneficial owners of shares held in Street Name (as defined below) and CDI holders that attend the Annual Meeting via the virtual online facility will be able to ask questions at the Annual Meeting. If you have a specific question that you would like to submit to the chair of the meeting, please send your question via email to investors@life360.com OR by mail. For CDI holders, please mail your questions to: Company Matters Level 41, 161 Castlereagh Street, Sydney NSW Australia 2000 (PO Box 20547, World Square NSW Australia 2002) Attention: Kimberly Sue, no later than Friday, May 23, 2025 at 6:30 p.m. Pacific Time (Saturday, May 24, 2025 at 11:30 a.m. Australian Eastern Time). For holders of Common Stock, please mail your questions to: Life360, Inc., c/o Investor Relations, 1900 S Norfolk Street, Suite 310, San Mateo, CA 94403, USA. Only questions pertinent to the business to be conducted at the Annual Meeting will be answered during the meeting, subject to time constraints. Questions that are substantially similar may be grouped together and we may provide a single response to avoid repetition.

If I miss the Annual Meeting, will there be a copy posted online?

Yes, a replay of the Annual Meeting webcast will be made available at our Investor Relations website at investors.life360.com as soon as practicable after the Annual Meeting and remain for at least one year.

Who can vote at the Annual Meeting?

The following securityholders as of the Record Date will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof:

Stockholder of Record: Shares Registered in Your Name

If you own shares registered directly in your name with the Company's U.S. share registrar, Computershare Trust Company, N.A. ("Computershare U.S."), you are considered the stockholder of record with respect to those shares. As a stockholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting by registering and participating in the virtual online facility. Whether or not you plan to attend the meeting, we urge you to vote as soon as possible, using one of the methods listed below at "How do I vote if I hold shares of Common Stock?". Even if you currently plan to attend the virtual meeting and vote your shares at the Annual Meeting, we recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to attend the meeting. If you submit your vote by proxy and later decide to vote in person at the Annual Meeting by registering and participating in the virtual online facility, the vote you submit at the Annual Meeting will override your proxy vote. See "How do I vote if I hold shares of Common Stock?" below.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee

If your shares are held in a stock brokerage account or by a bank, trust or other nominee, then the broker, bank, trust or other nominee is considered to be the stockholder of record with respect to those shares, while you are considered the beneficial owner of those shares and your shares are held in street name ("Street Name"). Street

Name holders generally cannot vote their shares directly. If you are a Street Name holder, you should expect to receive a voting instruction form and materials from your broker, bank, trust or other nominee with instructions on how to vote your shares based on the proposals and voting options disclosed in the voting instruction form. Since a Street Name holder is not the stockholder of record, the Street Name holder may not vote their shares in person via the virtual online facility at the Annual Meeting unless such holder obtains a "legal proxy" from their applicable broker, bank, trustee, or other nominee giving such holder the right to vote the shares at the Annual Meeting. See "How do I vote if I hold shares of Common Stock?" below.

CDI Holders

If you are a CDI holder, you can participate in the Annual Meeting by registering as a guest in the virtual online facility. However, because the holders of CDIs are not the legal owners of the underlying shares of Common Stock, CDI holders are unable to vote during the meeting, unless such holders have, prior to the Annual Meeting, nominated themselves or another person to be appointed as CDN's proxy with respect to the shares underlying their CDIs by completing Step 2 in the CDI Voting Instruction Form. CHESS Depositary Nominees Pty Ltd ("CDN") is the stockholder of record for all shares beneficially owned by holders of CDIs. Holders of CDIs are entitled to receive the Notice and attend the Annual Meeting and may vote by using the methods described in the CDI Voting Instruction Form. For votes to be counted, the CDI Voting Instruction Form must be lodged with the Company's Australian share registrar, Computershare Investor Services Pty Limited ("Computershare AUS"), the agent the Company has designated for the collection and processing of voting instructions from the Company's CDI holders, no later than 5:00 p.m. Australian Eastern Time on Friday, May 23, 2025 (12:00 a.m. Pacific Time on Friday, May 23, 2025) and in a manner as set out in the Notice of Annual Meeting and this Proxy Statement. Computershare AUS is required to follow the voting instructions properly received from holders of CDIs. See "How do I vote if I hold CDIs?" below.

What am I voting on?

There are three matters scheduled for a vote:

What if another matter is properly brought before the meeting?

The Company knows of no other matters that will be presented for consideration at the Annual Meeting other than the proposals named in this Proxy Statement. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote with discretionary authority on such matters in accordance with their best judgment.

How do I vote if I hold shares of Common Stock?

At the Annual Meeting, every holder of Common Stock, either present in person (virtual attendance) or by proxy, is entitled to one vote for each share of Common Stock held on the Record Date on all matters submitted to a vote of the stockholders.

If you are a stockholder of record, you can vote in any of the following ways:

In person (virtual attendance)

Physical attendance at the Annual Meeting is not available. Stockholders may attend the virtual online facility by accessing the following link: www.virtualshareholdermeeting.com/LIF2025 and vote online using the facility during the meeting.

Proxy forms

You may vote by submitting a signed and dated proxy card.

If you are a Street Name holder, you should receive a voting instruction form from your broker, bank, trust, or other nominee with instructions on how to vote your shares based on the proposals and voting options disclosed in the voting instruction form, which is similar to the voting procedures for stockholders of record. To vote prior to the meeting, simply follow the voting instructions in the voting instruction form to ensure that your vote is counted. To vote at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent prior to the Annual Meeting. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact that organization to request a proxy form.

How do I vote if I hold CDIs?

If you are a CDI holder you may attend the virtual Annual Meeting but will not be able to lodge a vote at the meeting using the virtual online facility. You must therefore take one of the following actions in order to vote:

Internet voting will be provided to allow you to vote your shares or CDIs online, with procedures designed to ensure the authenticity and correctness of your voting instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of Common Stock you own as of the Record Date. Each CDI represents 1/3 of a share of Common Stock. Therefore, each CDI holder will be entitled to one vote for every 3 CDIs that they hold. Only full shares of Common Stock will count towards the vote, fractional shares will not be voted. To the extent a holder's CDIs represent a fractional share of Common Stock, such fractional share will not count towards the vote.

As at the Record Date, there are 76,421,100 shares of Common Stock outstanding, including shares underlying all issued and outstanding CDIs (such outstanding shares of Common Stock, including shares underlying all issued and outstanding CDIs, being equivalent to 229,263,300 CDIs), all of which are entitled to vote with respect to the items to be acted upon at the Annual Meeting, subject to applicable voting exclusions. Therefore, there are currently a total of 76,421,100 votes entitled to be cast at the Annual Meeting, or at adjournments or postponements thereof.

Will my shares or CDIs be voted if I do not return my proxy or CDI Voting Instruction Form?

If you hold your shares of Common Stock directly in your own name, they will not be voted if you do not provide a proxy and you do not personally vote at the Annual Meeting via the online voting platform. Your shares of Common Stock may be voted under limited circumstances if they are held in the name of a U.S. brokerage firm. U.S. brokerage firms generally have the authority to vote a customer's unvoted shares on certain "routine" matters. At the Annual Meeting, the proposals to ratify the appointment of the Company's independent public accountants of authorized shares is the only "routine" matter. When a brokerage firm votes its customer's unvoted shares, these shares are counted for the purposes of establishing a quorum.

If you hold CDIs, they will not be voted if your completed CDI Voting Instruction Form is not provided to Computershare AUS by 5:00 p.m. Australian Eastern Time on Friday, May 23, 2025 (12:00 a.m. Pacific Time on Friday, May 23, 2025), in accordance with the instructions on that form.

What if I return my proxy card or CDI Voting Instruction Form but do not include voting instructions?

Proxies that are signed and returned but do not include voting instructions will be voted as recommended by the Board as described in this Proxy Statement, and in the discretion of the proxy holders as to any other business (other than the proposals contained in this Proxy Statement) which may properly come before the Annual Meeting.

If you are a Street Name holder and do not provide the organization that holds your shares with specific voting instructions, the broker, bank or other agent that holds your shares may generally vote your shares on "routine" matters but cannot vote on "non-routine" matters. Proposals 1 and 2 are considered to be "non-routine" under the applicable rules. Accordingly, if you are a beneficial owner of shares held in Street Name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent. However, Proposal 3 is considered to be a "routine" matter under the applicable rules, meaning that if you do not provide voting instructions to your broker, bank or other agent by its deadline, your shares may be voted upon Proposal 3 by your broker, bank or other agent.

If a CDI holder does not include voting instructions in the CDI Voting Instruction Form in respect of a proposal, no vote will be cast on that proposal for that CDI holder.

What are "broker non-votes"?

If you are a Street Name holder and do not give voting instructions to your broker, bank or other agent, the broker, bank or other agent cannot vote your shares on "non-routine" matters and these un-voted shares are counted as "broker non-votes." Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will not affect the outcome of the election of our directors or the advisory vote to approve our executive compensation, as these matters are determined based on the number of votes cast and broker non-votes are not considered votes cast.

Who is paying for this proxy solicitation?

The Company will pay for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokerage firms, banks, trusts, or other nominees for forwarding proxy materials to Street Name holders and CDI holders. The Company is soliciting proxies by mail. In addition, the directors, officers and regular employees of the Company may solicit proxies personally, telephonically, electronically or by other means of communication. The Company's Directors, officers and regular employees will receive no additional compensation for their services other than their regular compensation. The Company has engaged Nasdaq Corporate Solutions, LLC to solicit proxies for an estimated fee of $11,000, plus expenses.

What does it mean if I receive more than one Notice, proxy card or voting instruction form?

If you receive more than one Notice, proxy card or voting instruction form, your shares or CDIs may be registered in more than one name or in more than one account. Please follow the voting instructions for each Notice, proxy card or voting instruction form you receive to ensure that all of your shares are voted.

How do I change my vote or revoke my proxy or voting instructions?

If you are the record holder of your shares, you may revoke your proxy prior to the completion of voting at the Annual Meeting in any one of the following ways:

The written notice to change or revoke your proxy to Broadridge must be delivered to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, USA.

Your most current proxy card or telephone or internet proxy is the one that is counted.

If you are a Street Name holder, you may submit new voting instructions by contacting your broker, bank, or other nominee. You may also change your vote or revoke your voting instructions via the virtual online facility at the Annual Meeting if you obtain a signed proxy from the record holder (broker, bank, or other nominee) giving you the right to vote the shares.

If you are a CDI holder and you complete the CDI Voting Instruction Form, you may revoke those directions by delivering to Computershare AUS, by 5:00 p.m. Australian Eastern Time on Friday, May 23, 2025 (12:00 a.m. Pacific Time on Friday, May 23, 2025), a written notice of revocation bearing a later date than the CDI Voting Instruction Form previously sent. The written statement can be delivered to Computershare Investor Services Pty Limited, GPO Box 242, Melbourne Victoria 3001, Australia, or hand delivered to such address. Alternatively, if you have previously submitted a completed CDI Voting Instruction Form to Computershare, you may change (but not revoke) your vote by logging on to www.investorvote.com.au by 5:00 p.m. Australian Eastern Time on Friday, May 23, 2025 (12:00 a.m. Pacific Time on Friday, May 23, 2025). In addition, if you are a CDI holder and prior to the Annual Meeting you nominate yourself or another person to be appointed as CDN's proxy with respect to the shares underlying your CDIs by completing Step 2 in the CDI Voting Instruction Form, you may vote at the Annual Meeting.

When are stockholder proposals and director nominations due for the 2026 annual meeting of stockholders?

To be considered for inclusion in next year's proxy materials, in accordance with Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), your proposal must be submitted in writing so that it is received by the Company at its principal executive offices no later than Wednesday, December 17, 2025 (U.S.) (Thursday, December 18, 2025 (Australia)), and otherwise comply with SEC rules. The Company requests that all such proposals be addressed to Life360, Inc., Attn: Management, 1900 S Norfolk Street, Suite 310, San Mateo, CA 94403 and mailed by certified mail, return receipt requested.

If you wish to submit a director nomination that is not to be included in next year's proxy materials, you must comply with the requirements of proxy access as set forth in the Company's Bylaws. For the 2026 Annual Meeting of Stockholders, such nominations must be received by the Company no earlier than the close of business on the 120th day and no later than the 90th day before the first anniversary in connection with the preceding year's annual meeting of stockholders. To be timely for the 2026 Annual Meeting of Stockholders, any such notice must be received by the Company at the address above no later than Thursday, February 26, 2026 (U.S.) (Friday, February 27, 2026 (Australia)) and not before Tuesday, January 27, 2026 (U.S.) (Wednesday, Thursday, January 28, 2026 (Australia)).

In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 promulgated under the Exchange Act no later than Monday, March 30, 2026 (U.S.) (Tuesday, March 31, 2026 (Australia)).

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count, for the proposal to elect directors (Proposal 1), votes "For," "Withhold" and, if applicable, broker non-votes and, with respect to the proposal to approve, on an advisory basis, the compensation of the Company's named executive officers (Proposal 2) and the proposal to ratify the appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025 (Proposal 3), votes "For" and "Against," abstentions and, if applicable, broker non-votes. Abstentions are not applicable with respect to Proposal 1. For Proposals 2 and 3, abstentions will have no effect and will not be counted towards the vote total for any of those proposals.

For proposals 1 and 2, broker non-votes (if any) will have no effect and will not be counted towards the vote total for any of these proposals. Brokers are permitted to vote on Proposal 3.

How many votes are needed to approve each proposal?

Subject to voting exclusion statements for a particular proposal, the following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if holders of at least one-third of the shares issued and outstanding and entitled to vote are present in person via the virtual online facility at the Annual Meeting or represented by proxy evidenced by a properly returned proxy card (in the case of holders of Common Stock) or CDI Voting Instruction Form (in the case of holders of CDIs). On the Record Date, there were 76,421,100 shares of Common Stock (including Common Stock underlying CDIs) issued and outstanding and entitled to vote.

Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chair of the meeting or the holders of a majority of shares present at the meeting or represented by proxy may adjourn the meeting to another date and time.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

PROPOSAL 1

ELECTION OF DIRECTORS

Our Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. The Board presently has nine members. There are three directors in Class III whose term of office expires in 2025. Each of the nominees listed below in this Proxy Statement is currently a director of the Company, and, as nominated by our Board of Directors and at the recommendation of our Nominating and Corporate Governance Committee, have been nominated for re-election to serve as Class III directors. If elected at the Annual Meeting, each of these nominees would serve for a term expiring at the 2028 annual meeting. Each director will hold office until his or her successor has been duly elected and qualified, or, if sooner, until the director's death, resignation or removal. It is the Company's policy to encourage directors and director nominees to attend the Annual Meeting. All of the directors, other than Randi Zuckerberg, attended the 2024 Annual Meeting of Stockholders.

Directors are elected by a plurality of the votes cast on the election of directors by holders of shares present at the meeting or represented by proxy. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Company. Each person nominated for election has agreed to serve if elected. The Company's management has no reason to believe that any nominee will be unable to serve.

Below are the skills, competencies and attributes that our Board and our Nominating and Corporate Governance Committee consider important for our directors to have, considering our current business and future market opportunities:

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 2028 Annual Meeting

Chris Hulls, age 41, co-founded Life360 in April 2007 and has served as Life360's Chief Executive Officer and a member of Life360's Board since then. Mr. Hulls has been an angel investor in, or an advisor to, several technology companies, including Tile, Inc. ("Tile"), Credible Behavioral Health, Inc., Ring LLC, Automattic Inc., Honk Technologies, Inc. and Zendrive Inc. Mr. Hulls received his Bachelor of Science in Business Administration with Highest Honors at the University of California, Berkeley after serving in the United States Air Force.

Key Skills and Qualifications: Mr. Hulls has served on the Board since the Company's formation and has remained on the Board due to the deep institutional knowledge he brings as Co-Founder and Chief Executive Officer of the Company and his business and technology company experience, including investing in and advising technology companies.

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

Key Skills and Qualifications: Mr. Prober was selected to serve on the Board due to his institutional knowledge as the Chief Executive Officer of Tile and his expertise in the mobile app and technology industry.

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

Key Skills and Qualifications: Mr. Coghlan was selected to serve on the Board due to his experience as an executive and board member of multiple large companies.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF EACH NAMED NOMINEE.

Class I Directors Continuing in Office Until the 2026 Annual Meeting

Mark Goines, age 71, has served as a member of Life360's Board since April 2019. Mr. Goines served as the Vice Chairman of Personal Capital Corporation from June 2016 to September 2020 and as its Chief Marketing Officer and Chief Strategy Officer from January 2012 to September 2020. He currently serves on the boards of several private technology and app building companies, including BillFloat, Inc., Odeko, LLC, Ascend Credit, Inc., Candex Solutions Inc., Human Interest, Inc., Chocolate Holdings LLC and Bloom Credit Inc. Mr. Goines earned his Bachelor of Science and Master of Business Administration from the University of California, Berkeley.

Key Skills and Qualifications: Mr. Goines was selected to serve on the Board due to his executive experience and industry expertise gained from serving on the boards of multiple growth focused technology and app-building companies.

Alex Haro, age 39, co-founded Life360, has served as a member of Life360's Board since August 2008 and previously served as Life360's President from June 2014 to January 2020 and Chief Technology Officer from August 2008 to December 2020. Since October 2021, he has served as the executive chairman and Chief Executive Officer for Hubble Network Inc. In January 2020, Mr. Haro co-founded and currently serves as the Chief Technology Officer and board member of MyMoneyKarma Infomatics India Private Limited. In 2015, Mr. Haro was recognized by Forbes 30 Under 30 in Consumer Technology. Prior to Life360, he worked on Orbited. Mr. Haro studied Computer Science at Pomona College.

Key Skills and Qualifications: Mr. Haro was selected to serve on the Board due to his institutional knowledge as a Co-Founder and former Chief Technology Officer, as well as his extensive technology industry experience.

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

Key Skills and Qualifications: Ms. Zuckerberg was selected to serve on the Board due to her extensive background investing in and advising technology and public companies.

Class II Directors Continuing in Office Until the 2027 Annual Meeting

Brittany Morin, age 39, has served as a member of Life360's Board since January 2018. Ms. Morin founded Offline Ventures, an early stage venture fund with $250M+ AUM, in March 2020 and is the managing director. She is also the founder, Chief Executive Officer and board member of Brit Media, Inc., a digital media and commerce brand, founded in 2011. She also previously served on the board of Girl Scouts of America and worked at Google LLC (Nasdaq: GOOG) and Apple Inc. (Nasdaq: AAPL). Ms. Morin was named one of Ad Age's 40 Under 40 in 2018, Forbes 30 Under 30 in 2014 and Fortune's Most Promising Entrepreneurs in 2015. Ms. Morin received her Bachelor of Science in Business and Communications summa cum laude from the University of Texas at Austin.

Key Skills and Qualifications: Ms. Morin was selected to serve on the Board due to her entrepreneurial experience starting and leading venture capital and consumer internet companies.

James Synge, age 57, has served as a member of Life360's Board since May 2019 and started as an early investor in 2008. Mr. Synge has also served as a Partner at Carthona Capital FS Pty Ltd, an Australian venture capital fund, since 2014. He has held senior positions at Bankers Trust Company Australia, Deutsche Bank AG Frankfurt and UBS AG Zurich. Mr. Synge holds a Bachelor of Business from the University of Technology Sydney and a Master of Tax from the University of Sydney.

Key Skills and Qualifications: Mr. Synge was selected to serve on the Board due to his venture capital experience and extensive financial industry knowledge.

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

Key Skills and Qualifications: Mr. Wiadrowski was selected to serve on the Board due to his financial industry expertise and experience serving on the boards of several Australian public companies.

Board Diversity

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

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Independence of the Board of Directors

We have assessed the independence of our directors with respect to the definitions of independence prescribed by each of the Nasdaq Stock Market ("Nasdaq") and the SEC, and our Corporate Governance Guidelines ("Guidelines"). Our Guidelines are available to stockholders on the Company's website at investors.life360.com.

Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board has affirmatively determined that the following six directors are independent directors within the meaning of Nasdaq independence standards and for the purposes of our Guidelines: Messrs. Coghlan, Synge, Goines and Wiadrowski and Mses. Morin and Zuckerberg. In making this determination, the Board found that none of these directors or director nominees had a material or other disqualifying relationship with the Company. The Board determined that Mr. Hulls is not independent because he is a co-founder of the Company and serves as its Chief Executive Officer. The Board determined that Mr. Haro is not independent because he is a co-founder of the Company. The Board determined that Mr. Prober is not independent because he served as the President of the Company until July 2023. In making this determination, the Board additionally considered the transaction discussed in the section titled "Certain Related Person Transactions" in this Proxy Statement and that each of John Philip Coghlan, Chris Hulls, Brittany Morin, James Synge and Randi Zuckerberg have direct or indirect immaterial economic interests in Hubble Network, Inc.

Board Leadership Structure

The Board of the Company has an independent chair (the "Board Chair"), Mr. Coghlan, who has authority, among other things, to call and preside over meetings of the Board, including executive sessions of the independent directors, to set meeting agendas and to determine materials to be distributed to the Board. Accordingly, the Board Chair has substantial ability to shape the work of the Board. The Company believes that separation of the positions of Board Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of the business and affairs of the Company. In addition, the Company believes that having an independent Board Chair creates an environment that is more conducive to objective evaluation and oversight of management's performance, increasing management accountability and improving the ability of the Board to monitor whether management's actions are in the best interests of the Company and its stockholders. As a result, the Company believes that having an independent Board Chair can enhance the effectiveness of the Board as a whole.

Role of the Board in Risk Oversight

One of the Board's key functions is informed oversight of the Company's risk management process. The Board is responsible for assessing major risks facing the Company and considering ways to address those risks and overseeing the establishment and maintenance of processes and conditions to manage these risks and maintain the integrity of the Company. A key component of our risk management framework is the regular review of key risks and opportunities by our leadership team. An assessment of areas of potential risks to the business, estimated likelihoods and mitigation strategies is performed annually. Identified risks are included in a risk register, the key risk categories of which include cybersecurity, brand, business continuity, talent and financial risks. The Board oversees risk management directly and through its committees. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board as quickly as possible. The Board has delegated to the Audit Committee the responsibility of coordinating between the Board and management the implementation of responses to any problematic risk management issues.

The Audit Committee oversees the Company's corporate accounting and financial reporting, including auditing of the Company's financial statements and the qualification, independence, performance and terms of engagement of the Company's independent auditor. The Audit Committee is also responsible for monitoring and advising the Board on risk management policies and procedures and risk assessment. The Audit Committee has the responsibility to consider and discuss with management and, as appropriate, the independent auditor, risk assessment and risk management, including our major financial risk exposures, and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee also monitors compliance with legal and regulatory requirements, including compliance with ethical standards adopted by the Company, in addition to oversight of the performance of our internal audit function.

Our Compensation Committee assesses risks arising from the Company's compensation policies and practices for all employees, including non-executive officers, that are reasonably likely to have a material adverse effect on the Company.

Our Nominating and Corporate Governance Committee is responsible for overseeing the Company's environmental, social and governance ("ESG") strategy, targets, policies, performance and reporting. The Nominating and Corporate Governance Committee periodically reviews and discusses with management practices with respect to ESG matters that are expected to have significant long and short-term impacts on the Company's performance, business activities or reputation.

Cybersecurity Risk

The Board is responsible for monitoring and assessing strategic risk exposure and the mitigation and remediation of cybersecurity incidents, and oversees cybersecurity risk management functions as a whole, as well as through the Audit Committee. The Company maintains a cybersecurity risk register which is reviewed regularly and updated as appropriate. The Company hired a Chief Information Security Officer ("CISO") during fiscal year 2024, and the corporate security team, led by our CISO, informs the Board and the Audit Committee of certain cybersecurity risks and threats during quarterly meetings and provides materials shared in connection with such meetings, as well as ad hoc updates when there are material developments or changes that may impact cybersecurity risk to the Company. Our cybersecurity incident response procedures are designed to escalate certain cybersecurity incidents to our executive officers and the Board as appropriate. In addition to the cybersecurity incident response procedures we have in place, we also maintain cybersecurity insurance to cover certain losses and damages caused by cybersecurity incidents. See Item 1C. "Cybersecurity" in our Annual Report on Form 10-K for more information related to our cybersecurity risk management and strategy.

Meetings of the Board of Directors

The Board met fourteen times during the last fiscal year. Each Board member attended at least 85% or more of the aggregate number of meetings of the Board and of the committees on which they served, held during the portion of the last fiscal year for which they were a director or committee member.

Information Regarding Committees of the Board of Directors

The Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. In 2024 and in connection with the Company's initial public offering (the "U.S. IPO"), the Board restructured its committee composition, (i) separating the Remuneration and Nomination Committee into the Compensation Committee and the Nominating and Corporate Governance Committee, (ii) implementing a committee name change for the previously named Audit and Risk Management Committee to the Audit Committee, and (iii) putting into effect new committee charters for each committee, effective June 7, 2024.

The following table provides membership and meeting information for fiscal 2024 for each of the Board committees:

Each of the committees has authority to retain and terminate counsel or any outside advisors it deems necessary to perform its duties and oversight responsibilities. The Board has determined that each member of each committee is independent with respect to the definitions of independence prescribed by each of the Nasdaq, the SEC and our Guidelines, and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company. Each member of our Audit Committee and Compensation Committee satisfies the additional independence standards applicable to directors serving on such committee under the Nasdaq Listing Rules and SEC rules.

Below is a description of each committee of the Board.

Audit Committee

The Audit Committee of the Board was established by the Board to oversee the Company's corporate accounting and financial reporting processes and audits of its financial statements.

The Audit Committee is composed of three directors: Mr. Coghlan, Mr. Synge, and Mr. Wiadrowski. The Audit Committee met six times during the last fiscal year. The Board has adopted a written Audit Committee charter that is available to stockholders on the Company's website at investors.life360.com. The charter of the Audit Committee permits the Audit Committee to, as it deems appropriate, delegate all or a portion of its duties and responsibilities to a subcommittee.

The Audit Committee provides assistance to the Board in fulfilling the Audit Committee's responsibilities and duties, including with respect to:

The Board has also determined that Mr. Wiadrowski qualifies as an "audit committee financial expert," as defined in applicable SEC rules. The Board made a qualitative assessment of Mr. Wiadrowski's level of knowledge and experience based on a number of factors, including his formal education and experience as an audit partner for public reporting companies.

Report of the Audit Committee of the Board of Directors^*

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2024 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC. The Audit Committee has also received

the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants' communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm's independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Mr. David Wiadrowski (Chair)

Mr. John Philip Coghlan

Mr. James Synge

* The material in this report is not "soliciting material," is not deemed "filed" with the SEC and is not 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.

Compensation Committee

The Compensation Committee is composed of three directors: Mr. Coghlan, Mr. Goines and Ms. Morin. The Compensation Committee met one time and the former Remuneration and Nomination Committee met two times during the 2024 fiscal year.

The Compensation Committee has adopted a written charter that is available to stockholders on the Company's website at investors.life360.com. The charter of the Compensation Committee permits the Compensation Committee to, as it deems appropriate, delegate all or a portion of its duties and responsibilities to a subcommittee. The charter additionally allows the Compensation Committee, as it deems appropriate, to delegate to one or more officers or other employees of the Company the authority to grant, amend and/or administer awards of cash or options or other equity securities to any employees or other service providers of the Company who are not executive officers (as defined in the charter) of the Company under the Company's incentive-compensation or other equity-based plans. Any such delegation must be made in accordance with the terms of the relevant plan, the Company's bylaws and applicable state law.

The Compensation Committee acts on behalf of the Board to review, recommend for adoption and oversee the Company's compensation strategy, policies, plans and programs, including, but not limited to:

Compensation Committee Processes and Procedures

Typically, the Compensation Committee meets at least three times annually and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Chief People Officer and Compensia, Inc., the Company's independent compensation consultant ("Compensia").

The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. The charter of the Compensation Committee grants the Compensation Committee the authority to obtain, at the expense of the Company, advice and assistance from compensation consultants and external legal, accounting or other advisors and other external resources that the Compensation Committee considers necessary or appropriate in the performance of its duties. The Compensation Committee has direct responsibility for the oversight of the work of any consultants or advisers engaged for the purpose of advising the Compensation Committee. In particular, the Compensation Committee has the sole authority to retain, in its sole discretion, compensation consultants to assist in its evaluation of executive and director compensation, including the authority to approve the consultant's reasonable fees and other retention terms. Under the charter, the Compensation Committee may select, or receive advice from, a compensation consultant, legal counsel or other adviser to the Compensation Committee, other than in-house legal counsel and certain other types of advisers, only after taking into consideration six factors, prescribed by the SEC, that bear upon the adviser's independence; however, there is no requirement that any adviser be independent.

For additional information, see "Compensation Discuss and Analysis-How We Determine Compensation-Role of Compensation Committee" in this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee was, at any time during fiscal year 2024 or at any other time, one of our officers or employees, and no member of the Compensation Committee had any relationships with us that are required to be disclosed under Item 404 of Regulation S-K. During fiscal year 2024, none of our executive officers served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our Board or Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is composed of three directors: Mr. Coghlan, Mr. Goines and Ms. Morin. The Nominating and Corporate Governance Committee met one time and the former Remuneration and Nomination Committee met two times during the 2024 fiscal year.

The Nominating and Corporate Governance Committee has adopted a written charter that is available to stockholders on the Company's website at investors.life360.com. The charter of the Nominating and Corporate Governance Committee permits the Nominating and Corporate Governance Committee to, as it deems appropriate, delegate all or a portion of its duties and responsibilities to a subcommittee.

The Nominating and Corporate Governance Committee's primary purpose and responsibilities are:

Board of Directors Nominations

The Nominating and Corporate Governance Committee is responsible for identifying, reviewing and evaluating candidates to serve as directors of the Company. The Nominating and Corporate Governance Committee, consistent with the criteria approved by the Board, believes that candidates for director should have certain minimum qualifications, including the ability to read and understand basic financial statements and having high personal integrity and ethics. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of the Company, demonstrated excellence in his or her field, having the ability to exercise sound business judgment, having experience as a board member or executive officer of another publicly held company and having the commitment to rigorously represent the long-term interests of the Company's stockholders. The Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board, the operating requirements of the Company and the long-term interests of stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity (including gender, racial and ethnic diversity), age, skills and such other factors as it deems appropriate, given the current needs of the Board and the Company, to maintain a balance of knowledge, experience and capability.

The Nominating and Corporate Governance Committee appreciates the value of thoughtful Board refreshment, and regularly identifies and considers qualities, skills and other director attributes that would enhance the composition of the Board. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews a director's overall service to the Company during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the director's independence.

The Nominating and Corporate Governance Committee also takes into account the results of the Board's self-evaluation, conducted at least annually with the advice and assistance of the Nominating and Corporate Governance Committee, to review and evaluate the performance of the Board, each board committee, and each

individual director against the relevant charters, corporate governance policies, and agreed goals and objectives. In the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent, which determination is based upon applicable Nasdaq listing standards, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. The Nominating and Corporate Governance Committee meets to discuss and consider the candidates' qualifications and then selects a nominee for recommendation to the Board by majority vote.

It is the policy of the Nominating and Corporate Governance Committee to consider stockholder nominees who are nominated in accordance with the procedures given above (at "When are stockholder proposals and director nominations due for the 2026 annual meeting of stockholders") consistent with the criteria approved by the Board and on the same basis as other nominees from other sources.

Communications with the Board of Directors

Stockholders are encouraged to submit questions or requests for information directly to the Company via the Company's website at investors.life360.com in accordance with the Company's Stockholder's Communications Policy. Every effort is made to ensure that the views of stockholders are heard by the Board or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. Our General Counsel will review stockholder communications and, if appropriate, route them to the appropriate director(s) or, if none is specified, to the Chairperson of the Nominating and Corporate Governance Committee of the Board. We reserve the right not to forward to Directors any abusive, threatening or otherwise inappropriate materials.

Stockholder Engagement

The Company engages with stockholders throughout the year through regular investor meetings and stockholder outreach sessions. The Company also solicits and receives feedback with respect to a broad range of topics of interest to our stockholders. Additional stockholder and investor outreach includes analyst meetings and investor conferences. We also hold investor conference calls for our quarterly earnings releases where participants are able to ask questions, which are available in real time by audio conference and are archived on our Investor Relations website at investors.life360.com.

Code of Business Conduct and Ethics

The Company has adopted a Code of Conduct that applies to all officers, directors, employees, contractors, consultants, and authorized representatives. The Code of Conduct, and any amendments or grants of waivers thereto, is available on the Company's website at investors.life360.com. If the Company makes any substantive amendments to the Code of Conduct or grants any waiver from a provision of the Code of Conduct to any executive officer or director, the Company will promptly disclose the amendment or waiver on its website.

Corporate Governance Guidelines

The Board has established the Company's Guidelines, and the Nominating and Corporate Governance Committee is responsible for reviewing our Guidelines periodically and recommending changes, and overseeing and monitoring compliance with the Guidelines. The Guidelines address, among other things, the composition and role of the Board, director independence standards, director orientation and education, and additional matters such as CEO evaluations and officer succession planning. Our Guidelines are available to stockholders on the Company's website at investors.life360.com.

Clawback Policy

The Company has adopted the Life360, Inc. Incentive Compensation Recoupment Policy, in accordance with SEC rules and Nasdaq listing standards. The policy provides for the recoupment of incentive compensation received by certain current and former executive officers, including our named executive officers, in certain circumstances where there has been a restatement of the Company's financial statements. A copy of the policy is filed with the Company's Annual Report on Form 10-K as Exhibit 97.1.

Insider Trading Policy

We have insider trading policies and procedures that govern the purchase, sale and other disposition of our securities by directors, officers, employees, contractors and consultants, as well as by the Company itself. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company. A copy of our Insider Trading Policy is filed with the Company's Annual Report on Form 10-K as Exhibit 19.1.

Prohibition on Hedging, Pledging and other Transactions

As part of the Company's Insider Trading Policy, all employees (including our executive officers), contractors, consultants, and Board members are prohibited from engaging in short sales of our securities, buying or selling puts or calls on our securities or otherwise engaging in hedging transactions involving our securities. The Company's Insider Trading Policy also prohibits pledging the Company's securities as collateral in a margin account or as collateral for a loan unless the pledge has been approved by the Company's General Counsel in accordance with any applicable policy or guidelines of the Company regarding pledging.

PROPOSAL 2

 

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), and Section 14A of the Exchange Act, the Company's stockholders are entitled to vote to approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in this Proxy Statement in accordance with SEC rules.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company's named executive officers and the philosophy, policies and practices described in this Proxy Statement. The compensation of the Company's named executive officers subject to the vote is disclosed in the CD&A, the compensation tables, and the related narrative disclosure contained in this Proxy Statement. As discussed in those disclosures, the Company believes that its compensation policies and decisions are aligning pay for performance, including by making compensation variable and at risk, and aligns the compensation of our named executive officers with our stockholders' interests. Compensation of the Company's named executive officers is designed to enable the Company to attract and retain talented and experienced executives to lead the Company successfully in a competitive environment. Accordingly, the Board is asking the stockholders to indicate their support for the compensation of the Company's named executive officers as described in this Proxy Statement by casting a non-binding advisory vote ("say-on-pay vote") "FOR" the following resolution:

"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED."

Because the vote is advisory, it is not binding on the Board or the Company. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements. Consistent with the preferences expressed by our stockholders in agreement with our Board, our stockholders are given the opportunity to cast an advisory vote on this topic annually.

Advisory approval of this proposal requires the vote of the holders of a majority of the votes cast affirmatively or negatively at the Annual Meeting.

The Board of Directors Recommends

A Vote For the Approval of Proposal 2.

PROPOSAL 3

 

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee and the Board have selected Deloitte & Touche LLP ("Deloitte") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 and have further directed that management submit the appointment of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Representatives of Deloitte are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither the Company's Bylaws nor other governing documents or law require stockholder ratification of the appointment of Deloitte as the Company's independent registered public accounting firm. However, the Board is submitting the appointment of Deloitte to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit Committee of the Board will reconsider whether or not to retain that firm. Even if the appointment is ratified, the Audit Committee of the Board in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders.

Principal Accountant Fees and Services

The following table represents aggregate fees billed to the Company for the fiscal years ended December 31, 2024 and December 31, 2023, by Deloitte, the Company's principal accountant for such periods.

Deloitte

All fees described above were pre-approved by the Audit Committee.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by the Company's independent registered public accounting firm, Deloitte. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee's approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee's members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of services other than audit services by Deloitte is compatible with maintaining the principal accountant's independence.

Approval of this Proposal 3 requires the affirmative vote of the holders of a majority of the votes cast affirmatively or negatively.

The Board of Directors Recommends

A Vote In Favor of Proposal 3.

EXECUTIVE OFFICERS

The following table sets forth certain information regarding our executive officers as of April 1, 2025.

For Mr. Hulls' biography, see "Proposal 1 Election of Directors" above.

Russell Burke has served as Life360's Chief Financial Officer since May 2020. Prior to joining Life360, Mr. Burke served as the Chief Financial Officer of Fandor LLC, a subscription-based streaming service, from August 2017 to December 2018. Prior to that, he served as Chief Financial Officer at Globality, Inc., a business-to-business services marketplace, from July 2015 to July 2017. Mr. Burke also previously served as Chief Financial Officer of Mandalay Media, Inc. and Magic Leap, Inc. and as Chief Executive Officer of Weight Watchers Australia and New Zealand and held senior financial positions at Sony Music Entertainment, and earlier in his career he was with Price Waterhouse (now PricewaterhouseCoopers) in Australia and the U.S. Mr. Burke received his Bachelor of Commerce from the University of Newcastle (Australia) and is a Chartered Accountant (Australia and New Zealand).

Lauren Antonoff has served as Life360's Chief Operating Officer since May 2023. Prior to joining Life360, Ms. Antonoff served several roles at GoDaddy Inc., an internet domain registrar and web hosting company, including President of the U.S. small business division from November 2019 to January 2022 and Senior Vice President & General Manager, Presence and Commerce 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 program manager roles culminating as Director, Program Management for SharePoint. Ms. Antonoff served on the board of directors of Momentive Global Inc. from August 2022 to May 2023. Ms. Antonoff received a Bachelor of Arts in Rhetoric and Political Science from the University of California, Berkeley.

Susan Stickhas served as Life360's General Counsel and Corporate Secretary since August 2023. Prior to joining Life360, Ms. Stick served as General Counsel and Senior Vice President, People & Places of Evernote Corporation from January 2018 to January 2023. Previously, she served as Vice President & General Counsel of One Kings Lane, Associate General Counsel of Skype, and Assistant General Counsel of Intuit Inc. Ms. Stick received a Bachelor of Arts in History from the University of California, Los Angeles and a Juris Doctor from University of Hawaii at Manoa.

SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of Common Stock (including shares underlying all issued and outstanding CDIs) of the Company as of March 31, 2025 by (i) each person who, to the Company's knowledge, owns more than 5% of its Common Stock, (ii) each of the Company's named executive officers and directors, and (iii) all of the Company's executive officers and directors as a group. The table also sets out the names of all persons who have filed Schedule 13D or 13G with the SEC, an ASIC Form 603 (Notice of initial substantial holder) notifying the Company of a relevant interest in 5% or more of the voting rights attached to the issued securities of the Company, or an ASIC Form 604 (Notice of change of interests of substantial holder) notifying the Company of a change to their relevant interest holding of 1% or more. Shares of our Common Stock subject to options, warrants, or other rights currently exercisable, or exercisable within 60 days of March 31, 2025, are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other person. As of March 31, 2025, the Company had 76,418,660 shares of Common Stock issued and outstanding, including all shares of Common Stock underlying issued and outstanding CDIs. Unless otherwise indicated below, the address for each beneficial owner is c/o Life360, Inc., 1900 S Norfolk Street, Suite 310, San Mateo, California 94403.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires the Company's officers, directors and persons who own more than 10% of Common Stock to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file. Based solely on its review of the copies of the forms it received, or written representations from reporting persons, the Company believes that all filing requirements applicable to its officers, directors and greater than 10% stockholders were met during the year ended December 31, 2024, except that a Form 4 report was not timely filed on behalf of Ms. Stick for a grant of restricted stock units granted on April 14, 2024. A Form 4 report was subsequently made on April 30, 2024 to report such transaction.

EXECUTIVE COMPENSATION

Compensation Discussion And Analysis

Executive Summary

Life360 is a family connection and safety company that helps keep people, pets, and important things close to the ones who love them. Our category-leading mobile app combines location sharing, driving safety, and digital protection features to bring peace of mind to everyday family life-whether that means coordinating pickups, checking on loved ones, or responding to emergencies. Operating on a "freemium" model, Life360 offers essential features at no cost, along with optional membership plans for added protection and services. Our hardware devices, including Tile Bluetooth trackers, integrate seamlessly with the Life360 app to help members keep track of what matters most. In addition, our advertising business offers relevant, high-quality brand integrations that provide value to members and enhance member experience while supporting long-term platform monetization.

Life360's core values are designed to create a culture that supports our vision of an ambitious, professionally driven organization that can simplify safety so families can live fully:

Our executive compensation program is designed to support our core values by awarding compensation that is designed to attract, retain, and motivate strong leaders who perform at high levels of intensity to help us deliver on our corporate mission and objectives. In structuring our executive compensation program, our Compensation Committee considers the unique characteristics of the Company and the significant competition for top talent in our industry; the challenges of recruiting, retaining, and motivating executives in an industry that generally has significant risks; and evolving compensation governance and best practices. Further, as a company incorporated in Delaware, with dual listing on Nasdaq and ASX and approximately 80 million monthly active users ("MAUs") located in more than 150 countries, our leadership team must also possess, in addition to deep knowledge of the U.S. and Australian securities laws and governance requirements, the global perspectives and expertise required to navigate geopolitical challenges and to address novel and complex issues amid the evolving global regulatory and operating landscape.

This CD&A describes an overview of our executive compensation philosophy and objectives and the material elements of our executive compensation program during 2024 with respect to the following "named executive officers" ("NEOs"):

Fiscal 2024 Performance Highlights

2024 was a transformative year for the Company, as it became dual-listed in the U.S. and Australia. On June 6, 2024, the Company completed its U.S. IPO and began trading on the Nasdaq Global Select Market under the trading symbol "LIF" which is in addition to its CHESS Depository Interests ("CDIs") already listed on the ASX under the trading symbol "360."

The Company also successfully executed against its strategic operating plan, as highlighted by the following:

 

Fiscal 2024 Compensation Highlights

Our overall compensation program for fiscal 2024, 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 2024 with respect to our NEOs:

2024 Say-on-Pay Vote and Stockholder Engagement

At our 2024 Annual Meeting of Stockholders, we held our first advisory votes on the compensation of our NEOs (a "say-on-pay vote"). Consistent with best practices, we will hold annual advisory votes to allow our stockholders to provide us with their regular input on our executive compensation program. While a majority of our stockholders supported our 2024 say-on-pay vote at our 2024 Annual Meeting of Stockholders, the total votes cast in support was well below the level that we desire from our stockholders.

Prior to our 2024 Annual Meeting of Stockholders, we reached out to a majority of our stockholders to get a better understanding of their views on executive compensation. While we were limited in our ability to engage with our stockholders during the period leading up to our U.S. IPO, since the closing of our U.S. IPO we have regularly engaged with stockholders where we have discussed a variety of topics, including matters relating to executive compensation. We value the feedback received from our stockholders and look forward to an open dialogue with our stockholders.

We expect that our compensation program will continue to evolve to reflect our status as a U.S. publicly-traded company and to further align with the competitive market, with our 2024 program reflecting that evolution with the introduction of our performance equity program, as described further below. We believe that the 2024 performance equity program worked well in further aligning management's interests with key objectives of the Company and the Compensation Committee has approved the same executive compensation structure for 2025 as it continues to evaluate market practices and how best to structure an executive compensation program that is aligned with the Company's key business objectives while still serving as an effective tool for attracting, retaining and incentivizing key talent.

Introduction of Performance Equity Plan

Consistent with stockholder feedback, the 2024 equity awards for Mr. Hulls, Mr. Burke and Ms. Antonoff consisted of both PRSUs (weighted 60% for Mr. Hulls and 40% for Mr. Burke and Ms. Antonoff) and time-based RSUs (weighted 40% for Mr. Hulls and 60% for Mr. Burke and Ms. Antonoff). Please see below for the construct of the PRSUs, the terms of which are further described in "Terms of Performance Restricted Stock Units" below.

The goal of the plan is to have a balanced focus on both top and bottom-line growth. The use of Adjusted EBITDA threshold as a gate on revenue upside enforces a balance between growth and profitability.

The Compensation Committee elected to introduce a performance equity plan to tie a meaningful portion of pay to measurable goals with defined time horizons. The Compensation Committee believes that the introduction of PRSUs effectively supports retention and motivational objectives of the overall executive pay program.

The Compensation Committee approved this design following an extensive review of alternatives, incorporating input from the Committee's independent compensation consultant as well as an overview of practices among companies in our compensation peer group and at a similar lifecycle in terms of being newly public in the U.S. The Compensation Committee believes that this design is aligned with our objectives and competitive with the approach among our peer companies, appropriately balancing retention and motivational objectives of our long-term incentive program. In particular, our Compensation Committee has considered the feedback of our investors and the design of the compensation plans for our NEOs in the context of our profile as an Australian listed company with NEOs that are based in the U.S. Given our profile and emphasis on delivering compensation that is competitive taking into consideration the competitive talent market applicable to our NEOs, the Compensation Committee primarily references practices among comparable US-headquartered companies when assessing the competitive market.

Compensation Philosophy and Objectives

The objective of our compensation program is to enable us to hire, incentivize, and retain the world-class talent that we need to execute our strategy and successfully pursue our mission of keeping people close to the ones they love. To that end and consistent with our pay-for-performance design, our short- and long-term incentive compensation programs are tied to performance goals and stock price because we believe that consistent and strong results should lead to higher compensation, while failure to achieve our performance goals should lead to lower compensation.

Our executive compensation program is designed to align with our strategy and with stockholder interests in three significant respects.

Executive Compensation Practices

The Compensation Committee reviews on an ongoing basis the Company's executive compensation program and practices to evaluate whether they support the Company's executive compensation philosophy and objectives and are aligned with stockholder interests. Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives:

What We Do

What We Don't Do

How We Determine Compensation

Role of the Compensation Committee

Our Compensation Committee acts on behalf of the Board in overseeing the compensation arrangements for our executive officers. This includes reviewing our compensation programs, assessing our compensation risk profile, establishing our compensation peer group, and reviewing our compensation structure and pay mix to ensure alignment with our compensation philosophy and objectives.

Typically, the Compensation Committee uses its meetings during the first quarter of the year to determine its recommendations regarding annual compensation, bonus and equity awards, and performance objectives for the NEOs. At other meetings throughout the year, the Compensation Committee considers matters such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of the Company's compensation strategy, potential modifications to that strategy, and new trends, plans or approaches to compensation.

The Compensation Committee assists the Board in evaluating the performance of the Chief Executive Officer and approves or, as deemed appropriate, recommends to the Board any adjustments to his compensation, as well as awards to be granted. As part of any of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executives in various hypothetical scenarios, stock ownership information, Company stock performance data, analyses of historical executive compensation levels and current Company-wide compensation levels, and the recommendations of the Compensation Committee's compensation consultant and the Chief People Officer, including analyses of executive compensation paid at comparable companies. These materials provide a framework for decision-making regarding compensation opportunities and final compensation determinations for each NEO. The Compensation Committee members arrive at compensation decisions after considering the factors they deem relevant in light of their individual experience, business judgment, and knowledge of the Company, each NEO, and the competitive market.

Role of Management

In performing its responsibilities, the Compensation Committee consults with the Chief Executive Officer, the Chief People Officer and other members of our management team. Management assists the Compensation Committee by providing information on corporate and individual performance, market compensation data, and management's perspective on compensation matters.

The salary and incentive opportunities, program structures, and other compensation-related matters for senior managers who report directly to the Chief Executive Officer, including Mr. Burke and Ms. Antonoff, are subject to prior recommendation from the Chief Executive Officer, other than with respect to himself. Further, Mr. Burke makes recommendations to the Compensation Committee with respect to the compensation for Ms. Stick. The Compensation Committee considers these recommendations as one factor in determining its recommendation regarding compensation of our executive officers.

Role of the Compensation Consultant

The Compensation Committee has the sole authority to retain an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review, including the authority to approve the consultant's reasonable fees and other retention terms. The compensation consultant reports directly to the Compensation Committee and its chair and serves at the discretion of the Compensation Committee, which reviews the engagement annually.

In 2024, the Compensation Committee engaged Compensia, Inc., a nationally recognized compensation consulting firm, to serve as its independent compensation consultant and advise on executive compensation matters, including competitive market pay practices for our executive officers, including our NEOs, and data analysis and selection of the compensation peer group.

For 2024, Compensia provided various services, including the following:

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 September 2023, Compensia proposed, and the Compensation Committee approved, a group of companies that would be appropriate peers for fiscal 2024 compensation decisions, based on the following criteria:

Using the above criteria, the fiscal 2024 peer group approved by the Compensia Committee in September 2023 consisted of the following companies:

2024 PEER GROUP

Relative to the peer group approved for the purpose of informing fiscal 2023 compensation, the Compensation Committee removed Nitro Software, Ping Identify Holding, Shotspotter, Sumo Logic, and System 1 because they were acquired, and added Alarm.com Holdings, Clear Secure, Everbridge, Matterport and Soundthinking based on their alignment with the peer selection criteria described above.

The Compensation Committee expects to review the peer group for suitability at least annually with our compensation consultant to account for any year-over-year changes to our business and the businesses of our peer companies and modify the peer group as needed. The Compensation Committee utilizes the compensation of executive officers of the companies in this peer group data as one reference point for evaluating and determining the compensation of our NEOs, along with various other factors, such as market competition for a particular position, the strategic importance of the position, requirements of the position, retention considerations, an individual's performance, possession of a unique skill or knowledge set, proven leadership capabilities and internal pay equity.

In determining the compensation of our NEOs, our Compensation Committee considered the market data provided by Compensia and other factors outlined below in "Compensation-Setting Factors." The Compensation Committee generally does not specifically benchmark the compensation of any individual to a precise percentile within the range of compensation found in the market data. In addition, the Compensation Committee does not have a set formula by which it determines how much of the NEO's compensation is fixed rather than variable or at risk.

Compensation-Setting Factors

The Compensation Committee reviews compensation annually for all our executive officers. In setting executive base salaries and bonuses and granting equity incentive awards, the Compensation Committee and the Board consider compensation for comparable positions in the market, the historical compensation levels of our executives, company-wide and individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short and long-term results that are in the best interests of our stockholders, and the desire to incent a long-term commitment to our company. We target a general competitive position, incorporating market data provided by the Compensation Committee's independent compensation consultant, to help inform the mix of base salary, bonus and long-term equity incentives.

Our Compensation Committee has historically determined our executives' compensation and consults with the full Board in determining the compensation of our Chief Executive Officer. Our Compensation Committee typically reviews and discusses management's proposed compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer.

Based on those discussions and its discretion, taking into account the factors noted above, the Compensation Committee approves or, as deemed appropriate, recommends to the Board the base salaries and cash incentive bonuses for our executive officers. The Compensation Committee also reviews its decisions with the full Board, and considers any input received.

When reviewing and approving the amount of each compensation element and the target total compensation opportunity for our executive officers, the Compensation Committee considers the following factors:

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

2024 Executive Compensation

2024 Compensation Elements

Our executive compensation program consists primarily of the three components described below.

 

Base Salary

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

Annual Incentive Plan

Our annual incentive plan, the Life360 Compensation Plan for Board Directors and Company Leadership, is structured to promote the achievement of specific and measurable goals approved by the Compensation Committee at the beginning of the year. We use the same metrics to determine the Company and business unit portion of the annual incentive awards for all executives to promote an enterprise-wide mindset. The goals for the individual portion of the Chief Executive Officer's annual incentive is set by the Compensation Committee, Ms. Stick's goals are set by Mr. Burke, and Mr. Burke's and Ms. Antonoff's goals are set by the Chief Executive Officer.

Target Incentive Opportunities

At the beginning of 2024, the Compensation Committee recommended, and the Board approved, target bonus opportunities for the NEOs as reflected in the table below. Ms. Stick's target bonus opportunity as a percentage of base salary was increased from 30% to 40% in order to more closely align her target cash compensation with the 50^th percentile of our peer group.

Final annual incentive payouts for the NEOs in 2024 were determined based on the following formula:

 

Company Performance Metrics and Results

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

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. The financial performance measures that the Company considers to have been the most important in linking compensation actually paid to our NEOs to company performance for fiscal 2024 include revenue, millions of monthly active users, adjusted EBITDA, and paying circles.

For 2024, the Compensation Committee determined attainment of the Company performance multiplier at 100% based on the achievements of targets shown below. In addition to the overall targets set forth below, in determining payouts, the Compensation Committee also qualitatively assessed the Company's performance with respect to other business metrics, such as subscription revenue, device revenue, and international performance.

($ millions)

Individual Performance Metrics and Results

The individual performance metrics and targets for the Chief Executive Officer are set by the Compensation Committee, and by Mr. Burke for Ms. Stick and by the Chief Executive Officer for Mr. Burke and Ms. Antonoff. After the end of the year, the Compensation Committee determines the NEOs' individual achievements. The individual performance multiplier can range from 0% to 200%, though typically only exceptional performance would result in a multiplier that exceeds 100%. Individual performance and individual multiplier determinations are based on a qualitative assessment of performance and not against measurable targets or set goals.

With respect to 2024, the Compensation Committee approved a 90% payout for the individual performance component for Mr. Hulls, Mr. Burke and Ms. Antonoff. In determining the 90% payout, the Compensation Committee considered the recommendation of Mr. Hulls, the strong performance with respect to the various corporate goals as well as the success of the our U.S. IPO and the strength of the subscription business, but also acknowledged that the Company had achieved below target performance with respect to product improvements and innovations for the year. With respect to Ms. Stick, the Compensation Committee approved a 100% payout for the individual component, consistent with the payout level for the other participants in the annual incentive program.

How Annual Incentive Awards Are Paid

At the discretion of the Board, the NEOs were eligible to receive 50% of their estimated 2024 annual incentive awards during the year. Once full-year performance is determined, the NEOs will receive the remainder of their annual awards. In November 2024, the NEOs received 50% of their estimated annual incentive awards. The NEOs were given the option to receive such amounts in the form of 100% cash, 100% fully vested RSUs, or 50% cash and 50% fully vested RSUs. All of the NEOs other than Mr. Hulls elected to receive 100% of their estimated annual incentive award in the form of fully vested RSUs. Mr. Hulls' estimated annual incentive award was paid 100% in the form of cash. The remainder of the NEOs' annual incentive awards were paid in cash after full-year performance was determined.

Final Annual Incentive Awards

Based on Life360's performance and the individual results described above, the NEOs earned the annual incentive awards shown below.

Long-Term Equity Incentive Awards

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

2024 Target Equity Grants

In 2024, the Compensation Committee granted equity awards to the NEOs in the form of RSUs and PRSUs in the amounts shown below.

In determining the aggregate number of shares underlying our equity awards, the Compensation Committee considers the dilutive effect of our equity incentive compensation practices and the overall impact that equity awards will have on stockholder value. The Compensation Committee also considered the value of each NEO's existing equity holdings, including the current economic value and vesting schedules of any unvested equity awards, and the ability of those unvested holdings to satisfy our reward and retention objectives.

Terms of Performance-Based Restricted Stock Units

Beginning in 2024, consistent with stockholder feedback, we introduced performance-based equity awards in the form of PRSUs as a component of long-term equity incentive compensation for Messrs. Hulls and Burke and Ms. Antonoff. We limited the number of recipients of these awards in the inaugural year to give us the opportunity to refine the structure of the awards without impacting as many executives in the process and, thus, impairing our ability to satisfy our compensation objectives of attracting and retaining key talent. In future years, we will consider adding additional executive recipients, continuing to focus on those that have the greatest ability to influence the company performance to targets.

The PRSUs granted to Messrs. Hulls and Burke and Ms. Antonoff were subject to the achievement of performance goals based on our 2024 revenue and Adjusted EBITDA performance, with each metric equally weighted and with 25% of any earned PRSUs scheduled to vest on the first quarterly vesting date following the Compensation Committee's determination of performance, with the remaining 75% converting to time-based RSUs and vesting in twelve equal quarterly installments, subject to continued employment through each vesting date. Although performance is measured over a one-year period, in recognition of our transitioning to a PRSU program and the challenges associated with developing multi-year goals, the awards remain subject to a full four years of stock price fluctuations, further aligning the NEOs' interests with the interests of our stockholders.

Achievement of threshold and maximum performance with respect to each metric would result in a payout equal to 90% and 200% of target, respectively. In addition, payouts with respect to the revenue metric would be capped at 100% of target if threshold performance was not achieved with respect to the Adjusted EBITDA metric. Payouts would increase by 1% for each additional 1% achieved above the applicable threshold level up to the applicable target level. For payouts above the applicable target level, payouts would increase by 3% for each additional 1% achieved above the applicable target level for the revenue metric, and by 2% for each additional 1% achieved above the applicable target level for the Adjusted EBITDA metric, subject to an overall cap of 200% of target.

Following the conclusion of the performance period for the 2024 PRSU awards, in February 2025, the Compensation Committee certified the achievement levels reflected in the table below for the PRSU awards granted to Messrs. Hull and Burke and Ms. Antonoff in 2024:

Based on the achieved performance level, Messrs. Hulls and Burke and Ms. Antonoff are eligible to vest in the following number of shares, subject to their continued employment, 82,732, 31,264, and 41,685, respectively.

Terms of Time-Based Restricted Stock Units

The Compensation Committee believes that RSUs that vest over several years are effective at retaining talented executives and motivating them to continue to pursue Life360's long-term goals because the value of RSUs is directly tied to our stock price. The RSUs granted in 2024 will vest over four years in equal monthly increments beginning on January 1, 2024, so long as the recipient remains in continuous service with Life360. Each RSU represents a contingent right to receive one share of our Common Stock upon vesting.

One-Time Transaction Bonuses and RSU Award

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

*

The material in this report is not "soliciting material," is not deemed "filed" with the Commission, and is not deemed to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, other than the Company's Annual Report on Form 10-K, where it shall be deemed to be "furnished," whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Summary Compensation Table

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

2024 SUMMARY COMPENSATION TABLE

Narrative Disclosure to 2024 Summary Compensation Table

We are parties to employment agreements with each of our NEOs. Under each of the employment agreements, the named executive officer'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.

In addition, under the terms of Ms. Antonoff's employment agreement, Ms. Antonoff is eligible for a refresh RSU award in the amount of $2 million on the first anniversary of her employment and an additional refresh RSU award in the amount of $2 million on the second anniversary of her employment, which she received in 2024 in the form of RSUs and PRSUs.. Each of the refresh RSU awards will vest over four years in equal monthly installments, contingent upon her continuous employment with the Company through each such vesting date.

2024 Grants of Plan-Based Awards

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

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024