Chris Hulls
About Chris Hulls
Chris Hulls, age 41, is Life360’s Co‑Founder and Chief Executive Officer, serving as CEO and director since co‑founding the company in April 2007. He holds a B.S. in Business Administration with Highest Honors from UC Berkeley and previously served in the United States Air Force . Life360’s FY2024 results: revenue $371.5M (+22% YoY), Adjusted EBITDA $45.5M (ahead of guidance), operating cash flow $32.6M, and year‑end cash and equivalents $160.5M . The company’s pay‑versus‑performance disclosure shows CAP linkage to stock performance and Adjusted EBITDA with a 2024 “value of initial fixed $100 investment” of $643 for Life360 common stock, contextualizing TSR during the covered years .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Life360, Inc. | Co‑Founder, CEO, Director | Apr 2007–present | Founder‑led continuity; deep institutional knowledge; technology and consumer expertise |
| United States Air Force | Service member | Not disclosed | Early discipline and leadership foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tile, Inc. | Angel investor/advisor | Not disclosed | Hardware/app integration experience aligned with Life360 ecosystem |
| Ring LLC; Automattic Inc.; Credible Behavioral Health, Inc.; Honk Technologies, Inc.; Zendrive Inc. | Angel investor/advisor | Not disclosed | Network across consumer tech, mobility, and safety analytics |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $500,000 | $515,000 |
| Target Bonus (%) | Not disclosed | 100% (implied by 2023 bonus plan payout) | 100% |
| Target Bonus ($) | Not disclosed | Not disclosed | $515,000 |
| One‑time Transaction Bonus ($) | — | — | $400,000 (U.S. IPO) |
| All Other Compensation ($) | $4,400 | $3,600 | $8,600 |
| Total Compensation ($) | $3,932,605 | $1,914,800 | $4,412,802 |
Notes:
- 2024 target bonus set at 100% of base salary; annual incentive payout $489,250 based on 100% company multiplier and 90% individual multiplier .
- 2024 program increased CEO base salary modestly; philosophy emphasizes variable/at‑risk pay (87% of CEO target direct compensation at‑risk in 2024) .
Performance Compensation
Annual Incentive Plan (FY2024)
| Component | Weighting | Target | Actual | Payout Basis |
|---|---|---|---|---|
| Company Performance Multiplier | 50% | Per board‑approved goals | Achieved 100% based on revenue, MAUs, paying circles, Adjusted EBITDA targets | 100% |
| Individual Performance Multiplier | 50% | Qualitative goals | CEO approved at 90% reflecting IPO success and subscription strength, offset by below‑target product improvements | 90% |
| Final Bonus ($) | — | $515,000 | — | $489,250 |
Performance RSUs (PRSUs) – Design and FY2024 Outcome
| Metric | Weighting | Threshold | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Revenue | 50% | 90% of target | $375.0M | $371.484M | 49.50% weighted achievement; capped if EBITDA threshold not met | 25% vests first quarterly date post certification; remainder converts to RSUs vesting quarterly over 3 years |
| Adjusted EBITDA | 50% | 90% of target | $33.6M | $45.484M | 85.40% weighted achievement | Same as above |
| Total | 100% | — | — | — | 134.90% total payout | Certification Feb 2025; first vest date Feb 15, 2025 |
2024 Target Equity Grants (CEO)
| Equity Type | Shares | Target Grant Value ($) | Notes |
|---|---|---|---|
| Time‑based RSUs | 40,885 | $1,200,000 | Vests monthly over 4 years from Jan 1, 2024 |
| PRSUs (Target) | 61,328 | $1,800,000 | Earned at 134.9% → 82,732 shares; 25% vested 2/15/25, remainder quarterly over 3 years |
Equity Ownership & Alignment
| Ownership Detail (as of 3/31/2025) | Shares |
|---|---|
| Total beneficial ownership | 2,967,823 |
| % of outstanding common stock | 3.8% |
| Direct common shares | 64,575 |
| CDIs (1 CDI = 1/3 share) held directly (as shares) | 260,060 shares (underlying 780,181 CDIs) |
| Trust holdings (Rose, Robin, Mackenzie Hulls 2023 Irrevocable Trusts) | 195,312 shares each (585,938 CDIs each) |
| ICCA Labs, LLC indirect | 1,846 shares |
| Options exercisable within 60 days | 2,043,353 shares |
| RSUs vested/will vest but not issued within 60 days (admin) | 12,051 shares |
Pledging/Hedging:
- Hedging (short sales, puts/calls) prohibited; pledging prohibited unless approved by General Counsel (employees) or Board (directors) .
Insider Selling and Overhang:
- 8‑K disclosed CEO sale of 863,903 shares (≈1.2% of outstanding) under Rule 144; post‑sale beneficial ownership remains ≈3.8%; CEO terminated 10b5‑1 plan and committed to “not undertake certain additional sales in the next 12 months”; over a third of securities donated to a foundation/DAF; “close to 75% of net worth” remains in Life360 equity .
Outstanding Equity Awards (CEO) at FY2024 Year‑End
| Grant | Options Exercisable (#) | Options Unexercisable (#) | Strike ($) | Expiration | Unvested RSUs (#) | Market Value ($) |
|---|---|---|---|---|---|---|
| 10/24/2017 | 208,987 | — | 2.15 | 10/24/2027 | — | — |
| 7/16/2018 | 1,269,386 | — | 2.53 | 7/16/2028 | — | — |
| 7/30/2020 | 230,000 | — | 7.28 | 7/30/2030 | — | — |
| 2/1/2021 | 95,833 | 4,167 | 13.35 | 2/1/2027 | 2,084 | $86,007 |
| 5/20/2022 | 205,599 | 76,366 | 8.19 | 5/20/2028 | 18,748 | $773,730 |
| 5/29/2024 (RSUs) | — | — | — | — | 31,516 | $1,300,665 |
| 2024 PRSUs earned | — | — | — | — | 82,732 | $3,414,350 |
- Market value calculated using $41.27 closing price on 12/31/2024 .
- RSUs vest monthly over 4 years from 1/1/2024; PRSUs: 25% vested 2/15/2025, remaining 75% quarterly over 3 years .
Employment Terms
| Scenario | Cash Severance | COBRA | Equity Acceleration | Total |
|---|---|---|---|---|
| Termination Without Cause | 12 months base salary ($515,000) | $36,040 (12 months) | N/A | $551,040 |
| Enhanced Termination (double‑trigger within change‑in‑control window or resignation for Good Reason) | $515,000 | $36,040 | $8,898,349 (time‑vested awards) | $9,449,389 |
Key provisions:
- Enhanced Termination defined: resignation for Good Reason or covered termination within 3 months before to 12 months after change in Board majority .
- Benefits contingent on release; cessation/recoupment if Prohibited Actions (breach of confidentiality/restrictive covenants; employee/customer solicitation) during severance period .
- Clawback: SEC/Nasdaq‑compliant Incentive Compensation Recoupment Policy adopted; filed as Exhibit 97.1 to 10‑K .
Board Governance (Hulls as Executive Director)
- Service history: on Board since formation; currently Class III director nominee in 2025 .
- Independence: not independent (CEO and co‑founder) .
- Board leadership: independent Chair (John Coghlan) with executive session authority; roles separated from CEO to enhance oversight .
- Committee roles: CEO/director does not receive committee assignments; Board has Audit (Chair: Wiadrowski), Compensation (Chair: Goines), Nominating & Corporate Governance (Chair: Coghlan) .
- Attendance: each Board member attended ≥85% of Board/committee meetings in FY2024; Board met 14 times .
- Director pay: CEO receives no additional director compensation; non‑employee director retainers detailed separately .
Director Compensation (for context)
| Role | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| Board Chair | 63,000 | 193,500 | 256,500 |
| Board Member | 50,000 | 170,000 | 220,000 |
| Committee Chair/Member | Audit Chair $5,000; Audit Member $4,000; Comp Chair $5,000; Comp Member $4,000 | Modest equity add‑ons per role | See program |
Compensation Peer Group and Practices
- 2024 peer group included: Alarm.com, Clear Secure, Everbridge, Matterport, SoundThinking, etc. (full list below) .
Alarm.com Holdings; American Software; Clear Secure; Couchbase; CS Disco; eGain; Eventbrite; Everbridge; Globalstar; LiveVox Holdings; Matterport; Mitek Systems; MiX Telematics; Nextdoor Holdings; ON24; Ooma; OptimizeRx; PagerDuty; SoundThinking; TrueCar; Veritone . - Practices: pay‑for‑performance orientation, high at‑risk mix, double‑trigger CoC equity acceleration (subject to ASX rules), no tax gross‑ups; independent consultant (Compensia) engaged; hedging/pledging prohibitions as noted .
Compensation Structure Analysis
- Shift toward PRSUs in 2024 (60% of CEO LTI in PRSUs) aligns pay with revenue and profitability; total PRSU payout at 134.9% indicates above‑target Adjusted EBITDA offsetting near‑target revenue .
- Annual bonus settled partially in‑year (est. 50%) with RSU election available; CEO took cash, others elected RSUs, modest fair‑value differences captured in “Stock Awards” .
- No option repricing or replacements; no executive tax gross‑ups; limited perquisites (health club reimbursement) .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay received majority support but “well below the level” desired; company instituted PRSUs and ongoing shareholder engagement post U.S. IPO .
Related Party Transactions & Red Flags
- Hubble Network strategic partnership (tech exclusivity, $5M SAFE, warrant; minimal FY2024 revenue ~$0.1M hardware sales at burdened COGS+12.5%); related due to Alex Haro (Hubble CEO; Life360 co‑founder/director); observer right to Hubble board .
- U.S. IPO selling securityholders (including executives/directors): company paid underwriting discounts/commissions on their sales; ~$0.9M executives, ~$3.9M directors; total $4.8M recorded in other income (expense) .
- Prohibitions on hedging and pledging reduce alignment risks; clawback policy adopted .
Performance & Track Record
| Year | Revenue ($M) | Adjusted EBITDA ($M) | Notes |
|---|---|---|---|
| FY2024 | 371.5 | 45.5 | In‑line/outperform guidance; consistent positive Adjusted EBITDA each quarter |
Additional perspective:
- Pay‑versus‑performance CAP vs TSR and Adjusted EBITDA relationships presented for 2022–2024; 2024 CAP reflects equity value changes tied to share price .
Equity Ownership Guidelines & Alignment
- Corporate Governance Guidelines and insider policies in place; explicit ownership multiple requirements not disclosed in the proxy; hedging prohibited and pledging requires approval .
Employment Contracts, Severance & Change‑of‑Control Economics
- Participates in 2023 Severance and Change‑in‑Control Plan (as of March 2024); double‑trigger acceleration limited to time‑vesting awards; Good Reason includes material reductions/relocation/breach/duties change; benefits contingent on release and compliance; recoupment for Prohibited Actions during severance period .
Investment Implications
- Pay‑for‑performance alignment improved with PRSUs; 134.9% payout driven by EBITDA outperformance signals disciplined profitability focus, but near‑target revenue outcome caps revenue‑based upside—monitor 2025 PRSU design continuity .
- Insider sale (863,903 shares) and stated 12‑month sale pause mitigate near‑term selling overhang; donation to foundation reduces supply and highlights philanthropic motives, while maintaining substantial insider alignment (~3.8% beneficial stake; majority of net worth in equity) .
- Severance/CoC terms (12 months salary; sizable equity acceleration on double‑trigger) create retention and potential M&A execution incentives; clawback and hedging/pledging limits reduce governance risk .
- Governance structure (independent Chair; CEO not independent; strong committee independence and attendance) offsets dual‑role concerns; ongoing shareholder engagement post U.S. IPO following “below desired” say‑on‑pay outcome warrants attention to future program changes .