James Synge
About James Synge
James Synge, age 57, is an independent Class II director of Life360, Inc. (Nasdaq: LIF) who has served on the Board since May 2019 and was an early investor in the company in 2008. He is a Partner at Carthona Capital FS Pty Ltd (since 2014), with prior senior roles at Bankers Trust Company Australia, Deutsche Bank AG Frankfurt, and UBS AG Zurich. He holds a Bachelor of Business from the University of Technology Sydney and a Master of Tax from the University of Sydney. The Board identifies his core credentials as venture capital experience and extensive financial industry knowledge, with competencies spanning executive management, governance/risk, and listed company experience across Nasdaq and ASX regimes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bankers Trust Company Australia | Senior positions | Not disclosed | Not disclosed |
| Deutsche Bank AG, Frankfurt | Senior positions | Not disclosed | Not disclosed |
| UBS AG, Zurich | Senior positions | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Carthona Capital FS Pty Ltd | Partner | 2014–present | Australian venture capital fund |
Board Governance
- Independence: The Board affirmatively determined Synge is independent under Nasdaq and Life360 Guidelines .
- Committee assignments: Audit Committee member (Audit: Coghlan, Synge, Wiadrowski; Chair: Wiadrowski) .
- Attendance: Board met 14 times in FY2024; each director attended at least 85% of Board and committee meetings. All directors except Randi Zuckerberg attended the 2024 Annual Meeting (Synge attended) .
- Board leadership: Independent Chair (Coghlan) presides over executive sessions, sets agendas, and enhances independent oversight .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, and risk (financial, accounting, operational, tax, privacy, cybersecurity); Nominating & Corporate Governance oversees ESG .
- Clawback and insider trading policies: SEC/Nasdaq-compliant recoupment policy; prohibition on hedging and pledging without approval .
| Committee | Role | FY2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 6 | “Financial expert” on committee is Wiadrowski; related-party transaction oversight within charter |
| Compensation Committee | — | 3 | Not a member |
| Nominating & Corporate Governance | — | 3 | Not a member |
Fixed Compensation
| Component (FY2024) | Amount | Source |
|---|---|---|
| Board cash retainer | $50,000 | Director compensation table |
| Audit Committee member fee (cash) | $4,000 | Director compensation table |
| Total cash earned | $54,000 | Director compensation table |
Reference retainers approved for 2024: Board member cash $50,000; equity RSUs $170,000; Audit Committee member cash $4,000; equity RSUs $6,000 .
Performance Compensation
| Equity | Grant metric/type | Amount/Value | Notes |
|---|---|---|---|
| RSUs (non-executive director grant) | Time-based RSUs (no performance metrics) | $175,983 grant-date fair value | Non-employee directors received 100% RSUs |
| RSUs outstanding (as of 12/31/2024) | Units | 2,998 RSUs | Director equity balances |
| Stock options outstanding (legacy) | Options | 33,972 options | Also noted as exercisable within 60 days in beneficial ownership |
Life360 does not disclose performance metrics tied to director equity awards; director equity is delivered as RSUs (time-based) rather than PRSUs .
Other Directorships & Interlocks
| Company | Role/Interest | Overlap/Interlock | Notes |
|---|---|---|---|
| Hubble Network, Inc. | Direct or indirect immaterial economic interest | Related-party exposure via Board-wide immaterial interests (incl. Synge) | Life360 entered exclusivity/revenue share, $5M SAFE, and warrant; Haro (Life360 director) is Hubble CEO; Audit Committee oversees related transactions |
| Public company boards | None disclosed for Synge | — | No current other public company directorships disclosed in proxy |
Additional related-party context: In the June 2024 U.S. IPO, Life360 paid underwriting fees on behalf of selling securityholders, including directors; Board portion totaled $3.9 million, recorded in Other income (expense), net .
Expertise & Qualifications
- Board-noted competencies: Executive Management/Leadership & Strategy; Governance/Risk Management; U.S. Listed Company Experience; ASX Experience .
- Education: Bachelor of Business (UTS); Master of Tax (University of Sydney) .
- Selection rationale: Venture capital background and financial industry expertise .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 279,882 | <1% of outstanding Common Stock |
| Direct ownership (Common Stock) | 50,272 | As of 3/31/2025 |
| CDIs (underlying Common Stock) | 190,173 (from 570,519 CDIs) | 3 CDIs per share |
| ICCA Labs LLC indirect | 3,966 | Carthona Capital is a member; Synge disclaims beneficial ownership beyond pecuniary interest |
| Options exercisable within 60 days | 33,972 | Also listed as outstanding director options |
| RSUs accrued but not issued within 60 days | 1,499 | Administrative issuance timing |
| Shares pledged/hedged | None disclosed; hedging and pledging prohibited absent approvals | Company policy |
Governance Assessment
- Strengths: Independent status and Audit Committee role support rigorous financial and risk oversight; Board uses independent Chair and executive sessions, with robust clawback and insider-trading controls, and documented ESG oversight via Nominating & Corporate Governance Committee .
- Engagement: He attended ≥85% of Board/committee meetings and the 2024 Annual Meeting, indicating active participation; Audit Committee met 6 times in 2024, aligning with stronger oversight cadence .
- Alignment: Director pay mix is equity-heavy (RSUs), plus modest cash retainers and committee fees; Synge holds shares, CDIs, and vested options with total beneficial ownership under 1%, enhancing but not concentrating alignment .
- RED FLAGS / Monitoring:
- Related-party transactions with Hubble (exclusivity/revenue share, SAFE and warrant) where Synge and several directors have immaterial interests; while vetted, this warrants ongoing monitoring of conflict management and Audit Committee oversight .
- IPO underwriting fees paid by the company on behalf of selling directors ($3.9M); standard in some offerings, but investors may scrutinize optics and Board rationale .
- Net signal: Independence, active Audit Committee service, and strong policy framework are positives; ensure transparent handling of Hubble arrangements and secondary offering costs to preserve investor confidence .