David Wiadrowski
About David Wiadrowski
Independent non-executive director of Life360 since March 2019 (age 65), with 37 years at PricewaterhouseCoopers Australia including Partner and Chief Operating Officer, and prior Director & CFO of ELEVACAO Foundation. He holds a B.Comm (University of New South Wales), is a Fellow of Chartered Accountants ANZ, and a graduate of the Australian Institute of Company Directors; he chairs Life360’s Audit Committee and is designated the Board’s “audit committee financial expert” under SEC rules. The Board has affirmatively determined he is independent under Nasdaq and company guidelines.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| PricewaterhouseCoopers Australia | Partner; Chief Operating Officer | 37-year tenure (various roles) | Senior leadership in audit/operations; foundation for “audit committee financial expert” designation |
| ELEVACAO Foundation, Inc. | Director & Chief Financial Officer | Jul 2016 – Jul 2017 | Finance leadership at Australian non-profit supporting women entrepreneurs |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| oOh! Media Limited (ASX: OML) | Non-executive Director | Current | Not disclosed |
| Car Group Limited (ASX: CAR) | Non-executive Director | Current | Not disclosed |
| IPH Limited (ASX: IPH) | Non-executive Director | Current | Not disclosed |
| Cambodian Children’s Fund Australia Limited (Private) | Director | Current | Not disclosed |
Board Governance
- Independence: Board determined Messrs. Wiadrowski, Coghlan, Synge, Goines and Mses. Morin, Zuckerberg are independent; Wiadrowski has no material relationships with the Company.
- Board leadership: Independent Chair (John Philip Coghlan); separation of Chair and CEO roles.
- Attendance: Board met 14 times in FY2024; each director attended at least 85% of Board/committee meetings for which they served.
- Committee structure (restructured in 2024 around U.S. IPO): three standing committees with new charters effective June 7, 2024.
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Chair | 6 | Oversight of financial reporting, ICFR, auditor independence; risk oversight (financial, privacy, cybersecurity, IT); administers Related Person Transactions policy; Board designated Wiadrowski an “audit committee financial expert.” |
| Compensation Committee | Not a member | 3 | Oversees exec/board compensation, peer group, incentives, clawback policy; independent consultant (Compensia). |
| Nominating & Corporate Governance | Not a member | 3 | Board/committee composition, board evaluations, Guidelines, ESG oversight. |
Fixed Compensation
- Program structure (non-employee directors, 2024): cash retainers plus RSUs; cash/equity retainers were increased in 2024 to align with market practice.
| Position | Cash Retainer ($) | Equity Retainer ($) | Total ($) |
|---|---|---|---|
| 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 |
- David Wiadrowski 2024 actual director pay: $55,000 cash fees (includes $50,000 base + $5,000 Audit Chair) and $184,993 in stock awards (RSUs), total $239,993; equity was the majority of his director compensation for alignment.
| Component (2024) | Amount ($) |
|---|---|
| Fees earned/paid in cash | 55,000 |
| Stock awards (grant-date fair value) | 184,993 |
| Total | 239,993 |
Performance Compensation
| Feature | Detail |
|---|---|
| Performance metrics tied to director pay | None disclosed; non-executive directors receive 100% RSUs (time-based equity), not performance-based awards. |
| Vesting | Director RSUs vest per program terms; grant sizing reflected by equity retainers above. |
Other Directorships & Interlocks
- Current public company boards: oOh! Media (OML), Car Group (CAR), IPH (IPH) — potential time-commitment consideration alongside LIF Audit Chair responsibilities; no specific conflicts disclosed for Wiadrowski.
- Related-party context at Life360: 2024 strategic partnership and investment with Hubble Network (CEO is director Alex Haro); overseen under Related Person Transactions policy administered by the Audit Committee (which Wiadrowski chairs).
Expertise & Qualifications
- Financial expert: Board determined Wiadrowski qualifies as an “audit committee financial expert” under SEC rules.
- Credentials: Fellow of Chartered Accountants ANZ; B.Comm, UNSW; AICD graduate.
- Domain experience: Senior audit and operating roles at PwC; board experience across multiple ASX-listed companies.
Equity Ownership
- Beneficial ownership (as of March 31, 2025): 58,734 shares of Common Stock beneficially owned (<1% of outstanding). Breakdown: 11,541 shares directly; 8,256 shares underlying 24,768 CDIs; 37,361 options exercisable within 60 days; 1,576 RSUs that vested/will vest but not issued within 60 days for administrative reasons.
| As of Mar 31, 2025 | Shares/Units |
|---|---|
| Total beneficial ownership | 58,734; <1% of outstanding |
| Directly owned Common Stock | 11,541 |
| CDIs (converted to underlying shares) | 8,256 (24,768 CDIs) |
| Options exercisable within 60 days | 37,361 |
| RSUs vested/will vest but not issued (≤60 days) | 1,576 |
- Outstanding director awards (as of Dec 31, 2024): 3,152 RSUs and 37,361 stock options (for Wiadrowski).
| As of Dec 31, 2024 | Count |
|---|---|
| RSU awards | 3,152 |
| Stock option awards | 37,361 |
- Hedging/Pledging: Company policy prohibits short sales, options, and other hedging; pledging Company stock is prohibited unless pre-approved (board members subject to Board approval). No pledges disclosed for Wiadrowski.
Governance Assessment
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Strengths
- Independent director with deep audit/finance background; designated Audit Committee financial expert; chairs the Audit Committee guiding oversight of financial reporting, auditor independence, and risk (including cybersecurity).
- Strong engagement framework: Board met 14 times in 2024; each director ≥85% attendance; Audit Committee met 6 times.
- Alignment features: Director pay largely equity (RSUs), and company prohibits hedging/short sales; pledging tightly restricted.
- Formal Related Person Transactions policy administered by the Audit Committee, relevant given 2024 Hubble transactions tied to another director; provides structured conflict oversight.
-
Watch items / RED FLAGS
- Multiple concurrent public boards (OML, CAR, IPH) may raise time-commitment questions despite no attendance issues flagged; continued monitoring of attendance and committee workload is prudent.
- 2024 say‑on‑pay support was “well below” desired levels, signaling investor scrutiny of compensation practices; while focused on executives, it elevates overall governance expectations for the Board and its committees.
- Related‑party Hubble partnership (another director’s company) introduces conflict‑sensitivity; appropriate that Audit Committee (chaired by Wiadrowski) oversees policy and approvals.
- Optics from underwriting discounts/commissions paid by the Company on behalf of selling securityholders (including board members) in the 2024 U.S. IPO could attract investor questions around process and independence, although disclosed and standard in structure.
-
Compliance and policies
- Section 16(a) compliance: Company reports all required insider filings were timely in 2024 except a late Form 4 for the General Counsel; no delinquency noted for Wiadrowski.
- Clawback policy adopted under SEC/Nasdaq rules; Insider Trading Policy and Corporate Governance Guidelines publicly available.
Overall, Wiadrowski brings robust financial oversight and independence credentials as Audit Chair and financial expert, with equity‑heavy director pay supporting alignment. Key monitoring items include workload across multiple boards, follow‑through on investor feedback from say‑on‑pay, and continued rigorous handling of related‑party matters (e.g., Hubble) under the Audit Committee’s purview.