Brit Morin
About Brit (Brittany) Morin
Brit (Brittany) Morin, 39, has served as an independent director of Life360, Inc. since January 2018. She is Founder/Managing Director of Offline Ventures (early-stage VC fund with $250M+ AUM) and Founder/CEO/board member of Brit Media, Inc.; prior roles include Google and Apple. Education: B.S. in Business and Communications, summa cum laude, University of Texas at Austin; recognition includes Ad Age 40 Under 40 (2018), Forbes 30 Under 30 (2014), and Fortune’s Most Promising Entrepreneurs (2015) . The Board has affirmatively determined Ms. Morin is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google LLC | Employee (prior) | Not disclosed | — |
| Apple Inc. | Employee (prior) | Not disclosed | — |
| Girl Scouts of America | Board member (prior) | Not disclosed | — |
External Roles
| Organization | Role | Tenure/Details |
|---|---|---|
| Offline Ventures | Founder and Managing Director; early-stage venture fund | Founded March 2020; $250M+ AUM |
| Brit Media, Inc. | Founder, CEO, and board member | Founded 2011; consumer digital media/commerce |
Board Governance
- Independence: Independent director (Nasdaq/SEC) .
- Board leadership: Independent Chair (John P. Coghlan) separates chair/CEO roles .
- Attendance: Board met 14 times in 2024; each director attended ≥85% of aggregate board/committee meetings for which they served . All directors except Randi Zuckerberg attended the 2024 annual meeting (implies Morin attended) .
- Committee assignments and activity:
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation Committee | Member | 3 | Committee members: Coghlan (member), Goines (Chair), Morin (member) |
| Nominating & Corporate Governance Committee | Member | 3 | Committee members: Coghlan (Chair), Goines (member), Morin (member) |
- Compensation Committee process: Uses independent consultant (Compensia); no Compensation Committee interlocks or insider participation in 2024 .
- Clawback and trading policies: Company adopted a Dodd-Frank compliant incentive compensation recoupment policy; insider trading policy prohibits hedging/short sales and pledging without pre-approval .
Fixed Compensation (Director)
- 2024 non-employee director program (cash/equity retainers):
| Position | Cash Retainer | Equity Retainer | Total Target |
|---|---|---|---|
| Board Chair | $63,000 | $193,500 | $256,500 |
| Board Member | $50,000 | $170,000 | $220,000 |
| Audit Committee Chair | $5,000 | $15,000 | $20,000 |
| Audit Committee Member | $4,000 | $6,000 | $10,000 |
| Compensation Committee Chair | $5,000 | $7,000 | $12,000 |
| Compensation Committee Member | $4,000 | $5,000 | $9,000 |
- 2024 actual for Brit Morin:
| Item | Amount |
|---|---|
| Fees earned/paid in cash | $54,000 (includes $50,000 base + $4,000 for Compensation Committee membership) |
| Stock awards (RSUs; grant-date fair value) | $175,484 |
| Total director compensation (2024) | $229,484 |
Notes: Non-executive directors received 100% of their equity retainer in RSUs in 2024; the Board increased cash and equity retainers in 2024 based on market review .
Performance Compensation (Director)
- Structure: Non-employee director equity is time-based RSUs; no performance metrics disclosed for director equity. In 2024, non-executive directors received 100% of equity in RSUs .
| Year | Equity Type | Grant-date Fair Value (Brit Morin) | Performance Metrics |
|---|---|---|---|
| 2024 | RSUs | $175,484 | None disclosed for directors |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Brit Morin in the proxy .
- Prior/non-profit/other roles: Girl Scouts of America (prior board member) .
- Compensation Committee interlocks: None in 2024 for committee members, including Morin .
Expertise & Qualifications
- Skills emphasized by the Board for Morin: Executive management/leadership & strategy; governance/risk management; U.S.-listed and ASX experience; finance/accounting .
- Education and recognition: B.S. (summa cum laude), UT Austin; multiple industry recognitions (Ad Age 40 Under 40; Forbes 30 Under 30; Fortune) .
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 160,116 shares; <1% of outstanding |
| Components (as of Mar 31, 2025) | 31,590 shares held directly; 127,031 shares underlying options exercisable within 60 days; 1,495 shares underlying RSUs that vested/will vest but not issued within 60 days for administrative reasons |
| Outstanding awards (as of Dec 31, 2024) | RSU awards outstanding: 2,990; stock option awards outstanding: 127,031 |
| Hedging/pledging | Company policy prohibits hedging and pledging without approval; no pledges disclosed for Morin |
Potential Conflicts and Related-Party Exposure
- Hubble Network transactions (company-level related party): In Nov–Dec 2024, Life360 entered a strategic agreement with Hubble (tech exclusivity/revenue share), invested $5.0M via SAFE, and received a warrant; $0.1M hardware revenue recognized from Hubble in 2024; term 5 years from Nov 12, 2024. Hubble’s CEO is Life360 co-founder/director Alex Haro, so these are related-person transactions .
- Independence consideration: The Board determined Morin (and certain other directors) have direct or indirect immaterial economic interests in Hubble; despite this, she remains independent under Nasdaq/SEC rules .
Compensation Committee Lens (Implications for Investors)
- The Committee (including Morin) adopted performance RSUs for NEOs in 2024 (balanced 50% revenue/50% Adjusted EBITDA; payouts 90%–200% of target; revenue upside capped if EBITDA threshold not met), and certified a 134.9% payout for 2024 PRSUs; same structure approved for 2025 .
- 2024 say-on-pay: Majority support but “well below the level that we desire,” with subsequent engagement and program evolution (introduction of PRSUs) .
Governance Assessment
-
Positives
- Independent director with dual committee service (Compensation; Nominating & Corporate Governance) .
- Board operating discipline: independent chair; ≥85% attendance for all directors; robust committee structure .
- Shareholder-aligned policies: clawback adopted; hedging/pledging prohibitions; independent compensation advisor; no Compensation Committee interlocks .
- Director pay mix equity-heavy (RSUs), increasing ownership alignment; Morin also holds options/RSUs .
-
Watch items / RED FLAGS
- Related-party environment around Hubble (Life360 strategic partnership; Board acknowledges several directors have immaterial interests; active oversight by Audit Committee important) .
- Say-on-pay support improved but noted as below desired in 2024; as a Compensation Committee member, Morin is directly involved in continued responsiveness to shareholders .
-
Disclosure gaps
- No specific director stock ownership guidelines disclosed in the proxy; attendance disclosed in aggregate rather than per-director .