John Coghlan
About John Philip Coghlan
John Philip Coghlan, age 73, is Life360’s independent Board Chair and a director since November 2009, with prior senior leadership roles as President & CEO of Visa U.S.A and Vice Chairman of Charles Schwab Corporation; he co-founded Rivet School in February 2017 and serves on its board. He holds a BA in Psychology from Stanford University, an MA in Economics and Public Policy from Princeton University, and an MBA from Harvard Business School, and has been affirmed as independent under Nasdaq and SEC standards; the Board Chair structure separates chair and CEO roles to strengthen oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Visa U.S.A | President & Chief Executive Officer | Not disclosed | Led U.S. operations of global payments firm |
| Charles Schwab Corporation | Vice Chairman | Not disclosed | Senior leadership at major financial services company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rivet School (non-profit) | Co-founder; Board member | Co-founded Feb 2017; current board member | Focused on debt-free college degree attainment |
Board Governance
- Independence and leadership: The Board affirmatively determined Coghlan is independent; he serves as independent Board Chair with authority over agendas and executive sessions, enhancing Board effectiveness .
- Committee assignments: Audit Committee member; Compensation Committee member; Nominating & Corporate Governance Committee Chair .
- Attendance and engagement: The Board met 14 times in FY2024; each director attended at least 85% of Board and committee meetings, and all directors except Randi Zuckerberg attended the 2024 Annual Meeting (implying Coghlan attended) .
- Risk oversight: Audit Committee (of which Coghlan is a member) oversees financial reporting, auditor independence, internal controls, and risk management including cybersecurity; Nominating & Corporate Governance Committee (which Coghlan chairs) oversees ESG strategy and Board evaluations .
- Policies: Prohibition on hedging and pledging (unless approved) applies to directors; Corporate Governance Guidelines and Code of Conduct are overseen by the Nominating & Corporate Governance Committee .
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Board Chair cash retainer | $13,000 (in addition to standard board member fee) |
| Board member base cash fee | $50,000 |
| Audit Committee member cash fee | $4,000 |
| Compensation Committee member cash fee | $4,000 |
| Total cash fees (FY2024) | $71,000 |
| Equity grant (RSUs, grant-date fair value) | $204,481 |
| Total 2024 director compensation | $275,481 |
| Program reference (standard retainers) | Board Chair cash $63,000; Board Chair equity $193,500; Board Member cash $50,000; Board Member equity $170,000; Audit Member cash $4,000, equity $6,000; Compensation Member cash $4,000, equity $5,000 |
Notes:
- Non-employee directors receive 100% of equity as RSUs; increases to retainers for 2024 were based on advice from independent consultant Compensia .
Performance Compensation
- Structure: Non-executive director equity is time-based RSUs; no director-specific performance metrics are tied to equity or cash (performance-based equity plan applies to executives, not directors) .
- Clawback: Company’s Incentive Compensation Recoupment Policy applies to certain executive officers (not specified for directors) .
Other Directorships & Interlocks
| Company/Entity | Role | Interlock/Conflict Considerations |
|---|---|---|
| None disclosed for current public company boards | — | No current public company directorships disclosed in proxy . |
| Hubble Network, Inc. | Immaterial economic interest (not a director) | Company entered strategic partnership and investment; Board noted that Coghlan (and certain others) have direct or indirect immaterial economic interests in Hubble; Hubble transactions are reviewed under Related Person Transactions Policy; Alex Haro (LIF director) is Hubble’s CEO, heightening related-party oversight needs . |
Expertise & Qualifications
| Category | Details |
|---|---|
| Education | BA, Stanford (Psychology); MA, Princeton (Economics & Public Policy); MBA, Harvard Business School |
| Industry Experience | Senior leadership in payments (Visa) and brokerage/financial services (Schwab) |
| Board Skills | Executive leadership, governance/risk management, U.S./ASX listed company experience |
Equity Ownership
| Measure | Amount/Details |
|---|---|
| Total beneficial ownership (incl. options exercisable within 60 days) | 370,733 shares; less than 1% of outstanding |
| Ownership components | Direct: 1,742 shares; John Coghlan Living Trust: 37,411; John Philip Coghlan 2024 GRAT: 64,834; Options exercisable within 60 days: 265,004; RSUs vested/will vest but not issued within 60 days: 1,742 |
| Percent of shares outstanding | <1% (star designation) |
| Shares pledged | None disclosed; pledging prohibited unless approved per Insider Trading Policy |
| RSU/Option status | Options counted only if exercisable within 60 days; RSUs noted as vested/will vest but not issued within 60 days for admin reasons |
Governance Assessment
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Strengths:
- Independent Board Chair with deep financial services leadership and multi-degree credentials, enhancing strategic oversight and governance rigor .
- Active committee leadership (Chair of Nominating & Corporate Governance) and membership (Audit, Compensation), supporting robust risk, ESG, and pay oversight .
- Solid attendance engagement (Board met 14 times; ≥85% attendance; present at Annual Meeting) .
- Director compensation aligned with market via independent consultant; equity in RSUs promotes alignment without short-term incentives .
-
Potential risks/RED FLAGS:
- Related-party exposure via Hubble partnership where Coghlan has an immaterial economic interest; as an Audit Committee member and Nominating & Governance Chair, continued vigilance is warranted to avoid perceived conflicts in overseeing related-party transactions and ESG disclosures .
- IPO-related underwriting discounts/commissions paid on behalf of selling securityholders (including directors/officers) can draw scrutiny though customary; total $4.8M paid on behalf of selling securityholders ($3.9M for Board; $0.9M for execs) was disclosed and recorded in Other income (expense), net .
- Hedging/pledging prohibitions mitigate alignment risk; no pledging by Coghlan disclosed .
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Investor confidence signal: Independent chair structure, strong committee coverage, and clear policies (insider trading, related-party review) support governance quality; monitor Hubble-related transactions and any changes in committee composition or independence determinations given interlocks noted by the Board .