Mark Goines
About Mark Goines
Independent director of Life360, Inc. since April 2019; age 71. Former Vice Chairman of Personal Capital (2016–2020) and its Chief Marketing Officer and Chief Strategy Officer (2012–2020). Holds a B.S. and an MBA from the University of California, Berkeley. Selected for board service for executive experience and governance/finance expertise, with U.S. and ASX listed company exposure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Personal Capital Corporation | Vice Chairman | Jun 2016 – Sep 2020 | Executive leadership and strategic oversight |
| Personal Capital Corporation | Chief Marketing Officer; Chief Strategy Officer | Jan 2012 – Sep 2020 | Led marketing and strategy functions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BillFloat, Inc. | Director | Current | Private technology/app-building company board |
| Odeko, LLC | Director | Current | Private technology/app-building company board |
| Ascend Credit, Inc. | Director | Current | Private technology/app-building company board |
| Candex Solutions Inc. | Director | Current | Private technology/app-building company board |
| Human Interest, Inc. | Director | Current | Private technology/app-building company board |
| Chocolate Holdings LLC | Director | Current | Private technology/app-building company board |
| Bloom Credit Inc. | Director | Current | Private technology/app-building company board |
No other public company directorships for Goines are disclosed in the proxy .
Board Governance
- Independence: Board determined Goines is independent under Nasdaq and SEC standards; no disqualifying relationships identified .
- 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 and committee meetings .
- Committee structure: Audit, Compensation, and Nominating & Corporate Governance; charters refreshed effective June 7, 2024 .
- Risk oversight: Committee chairs report material risk exposures to the Board; Audit oversees financial, compliance, privacy, cybersecurity risk .
- Section 16 compliance: Company states all required insider filings were timely in 2024, except one late Form 4 for an executive (not Goines) .
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Compensation Committee | Chair | 1 meeting; (pre-IPO Remuneration & Nomination Committee met 2 times) |
| Nominating & Corporate Governance Committee | Member | 1 meeting; (pre-IPO Remuneration & Nomination Committee met 2 times) |
| Audit Committee | Not a member | Audit met 6 times |
Additional governance practices:
- Hedging/pledging: Hedging prohibited for directors; pledging prohibited unless pre-approved (GC approval for employees; Board approval for directors) .
- Clawback: Company adopted Incentive Compensation Recoupment Policy in line with SEC/Nasdaq (filed as Exhibit 97.1 to 10-K) .
Fixed Compensation
Program structure for non-employee directors (effective 2024):
| 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 (additional) | 5,000 | 15,000 | 20,000 |
| Audit Committee Member (additional) | 4,000 | 6,000 | 10,000 |
| Compensation Committee Chair (additional) | 5,000 | 7,000 | 12,000 |
| Compensation Committee Member (additional) | 4,000 | 5,000 | 9,000 |
- 2024 changes: Board increased director cash and equity retainers (e.g., Board Member cash from $35k→$50k; Board Member equity from $120k→$170k) based on consultant input .
- 100% of director equity awards are RSUs .
Actual FY2024 compensation for Goines:
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Mark Goines | 55,000 | 176,981 | 231,981 |
Cash detail: Base $50,000 plus $5,000 for Compensation Committee Chair .
Performance Compensation
Director equity is service-based, not performance-conditioned:
- Equity form: 100% RSUs for non-executive directors .
- Performance metrics: None disclosed for director equity (no TSR/financial targets specified for directors) .
- Clawback policy: Applies to certain executive incentive compensation per SEC/Nasdaq; not specified for directors’ RSUs .
| Component | Terms | Disclosure |
|---|---|---|
| Equity Type | RSUs (100% of annual director equity) | Disclosed |
| Performance Metrics | None for director equity grants | None disclosed |
| Vesting Schedule | Not specified in proxy for director RSUs | Not disclosed |
| Hedging/Pledging | Hedging prohibited; pledging restricted with approvals | Disclosed |
| Clawback | Adopted per SEC/Nasdaq (executive focus) | Disclosed |
Other Directorships & Interlocks
- Public company boards: None disclosed for Goines .
- Private boards: BillFloat, Odeko, Ascend Credit, Candex Solutions, Human Interest, Chocolate Holdings, Bloom Credit .
- Related-person exposure: Board considered Hubble Network transactions; independence discussion notes immaterial interests for certain directors—but Goines is not listed among those with Hubble interests .
- Compensation Committee interlocks: None during 2024; no Item 404 relationships for committee members .
Expertise & Qualifications
- Skills cited: Executive Management, Leadership & Strategy; Governance/Risk Management; U.S. and ASX listed company experience; Finance/Accounting .
- Education: B.S. and MBA, UC Berkeley .
- Role on Board: Compensation Committee Chair; Nominating & Corporate Governance member—indicates governance and pay oversight expertise .
Equity Ownership
As of March 31, 2025:
| Holder | Beneficial Ownership (shares) | % Outstanding | Breakdown |
|---|---|---|---|
| Mark Goines | 128,869 | <1% | 1,507 shares direct • 91,809 via Goines Wong Living Trust • 34,045 options exercisable within 60 days • 1,508 RSUs vested/will vest but not issued within 60 days (admin) |
| Shares outstanding (context) | 76,418,660 | — | As of March 31, 2025 |
Outstanding RSUs and options as of Dec 31, 2024 (director equity inventory):
| Name | RSU Awards (count) | Stock Option Awards (count) |
|---|---|---|
| Mark Goines | 3,015 | 34,045 |
Pledging/Hedging: Company policy prohibits hedging; pledging requires approval—no pledging by Goines is disclosed .
Insider Trades (Form 4)
Recent transactions by Goines (chronological):
Notes: transaction types and post-transaction holdings per Form 4 data; “Indirect” indicates trust/indirect ownership as filed; awards at $0 reflect RSU grants [SEC Form 4 links above].
Governance Assessment
Strengths
- Independent director with finance/governance expertise; chairs Compensation Committee and serves on Nominating & Corporate Governance—key levers for board effectiveness .
- Robust governance infrastructure: independent Chair; refreshed committee charters; formal risk oversight and cybersecurity processes; clear hedging/pledging prohibitions; clawback policy in place .
- Attendance strong (≥85% for all directors) and no Section 16(a) delinquency noted for Goines .
- Compensation Committee interlocks: none; uses independent compensation consultant (Compensia) and meets in executive session, supporting independent decision-making .
Watch items / potential investor questions
- Significant insider sales across 2024–2025, including sales around the U.S. IPO window and during 2025 as shares appreciated; while common for long-tenured holders, continued selling may be monitored for alignment optics. See Form 4 table for dates, sizes, and prices (SEC links).
- Director pay increased meaningfully in 2024 (cash and equity retainers reset higher per market review). While market-aligned, changes can draw scrutiny; however, the structure remains primarily equity-based (RSUs), aligning with stockholder interests .
- Related-party transactions with Hubble Network involved other directors/executives; Goines is not listed as having an interest, and the Board affirmed his independence after review .
- Director stock ownership guidelines (e.g., multiple of retainer) are not disclosed in the proxy, limiting external assessment of ownership alignment policy for directors (no director-specific guideline disclosed).
Compensation context for executives (governance signals)
- Company practices include double-trigger change-in-control provisions and rejection of option repricing/tax gross-ups; NEO pay majority at-risk; independent committee oversight—positive governance markers .
- One-time IPO-related payments to executives disclosed (not to directors), showing transparency around exceptional awards .
- Company paid underwriting discounts/commissions on behalf of selling securityholders (including directors) in the U.S. IPO—common but worth noting for optics ($3.9m for Board of Directors) .