Russell Burke
About Russell Burke
Russell Burke, 64, has served as Life360’s Chief Financial Officer since May 2020. He is a Chartered Accountant (Australia and New Zealand) with a Bachelor of Commerce from the University of Newcastle (Australia), and previously held CFO roles at Fandor, Globality, Mandalay Media, and Magic Leap; he was CEO of Weight Watchers Australia/New Zealand and held senior finance roles at Sony Music and began his career at Price Waterhouse. In fiscal 2024, Life360 delivered revenue of $371.5 million (+22% YoY), positive Adjusted EBITDA of $45.5 million ahead of guidance, and improved operating cash flow—key performance outcomes used in determining executive incentives; Mr. Burke also received a one-time IPO transaction bonus following Life360’s U.S. IPO in June 2024.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Life360, Inc. | Chief Financial Officer | May 2020–present | Led finance through U.S. IPO; supports revenue and Adjusted EBITDA-focused performance programs |
| Fandor LLC | Chief Financial Officer | Aug 2017–Dec 2018 | Scaled finance at subscription video service |
| Globality, Inc. | Chief Financial Officer | Jul 2015–Jul 2017 | Built B2B marketplace financial operations |
| Mandalay Media, Inc. | Chief Financial Officer | Not disclosed | Senior public-company finance leadership |
| Magic Leap, Inc. | Chief Financial Officer | Not disclosed | Led finance at high-growth technology firm |
| Weight Watchers ANZ | Chief Executive Officer | Not disclosed | Operational and P&L leadership in consumer services |
| Sony Music Entertainment | Senior Financial Positions | Not disclosed | Global finance roles in media |
| Price Waterhouse | Early career | Not disclosed | Accounting foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public-company directorships disclosed in DEF 14A |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $400,000 | $450,000 |
| Target Bonus (%) | 50% | 50% |
| Target Bonus ($) | $200,000 | $225,000 |
| One-time Transaction Bonus ($) | — | $450,000 (post U.S. IPO) |
| Non-Equity Incentive ($) | $220,000 | $213,750 |
| All Other Compensation ($) | $3,600 (401(k) company contribution) | $3,600 (401(k) company contribution) |
| Total Compensation ($) | $2,284,547 | $2,601,033 |
Notes:
- Base salaries targeted 30th–50th percentile of peer group; Mr. Burke’s 2024 increase aligned his target cash compensation toward the 50th percentile.
- Company does not provide executive tax gross-ups and offers limited perquisites (401(k); CEO-only health club reimbursement).
Performance Compensation
Annual Incentive (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company Performance (financial/operational goals) | 50% | 100% multiplier | 100% multiplier | Part of $213,750 final bonus | Paid in cash after full-year; allowed partial early payout choice in Nov 2024 |
| Individual Performance | 50% | 100% multiplier | 90% multiplier | Part of $213,750 final bonus | Same as above |
| Estimated 50% early payout election (Nov 2024) | — | — | — | Fully vested RSUs election (Burke elected RSUs) | Fully vested RSUs granted Nov 15, 2024 (591 RSUs; $24,804 GDFV) |
- Final bonus: $213,750 (derived from $225,000 target, 100% company × 90% individual).
2024 Long-Term Equity (Granted March 27, 2024)
| Award Type | Metric | Weight of LT equity | Shares (Target) | Value (Target) | Threshold/Max | Vesting |
|---|---|---|---|---|---|---|
| PRSUs | Revenue & Adjusted EBITDA (FY2024) | 40% (Burke) | 23,175 | $600,000 | 20,857 / 46,350 | 25% on Feb 15, 2025; remaining 75% in 12 equal quarterly installments |
| RSUs (time-based) | Service | 60% (Burke) | 34,763 | $900,000 | — | Equal monthly installments over 4 years beginning Jan 1, 2024 |
- PRSU Earnout: Company delivered 134.9% of target for FY2024 PRSUs; Burke’s earned PRSUs reflected as 31,264 units in outstanding awards.
Equity Ownership & Alignment
Beneficial Ownership (as of March 31, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Russell Burke | 650,507 | <1% | 80,091 direct shares; 552,944 options exercisable within 60 days; 17,472 RSUs vested/will vest but not issued within 60 days |
| Shares Outstanding | 76,418,660 | — | Common stock including CDIs |
Outstanding Equity Awards (as of Dec 31, 2024)
| Award | Grant Date | Exercisable | Unexercisable | Exercise Price ($) | Expiration | RSUs/PRSUs Unvested (#) | Market Value ($) |
|---|---|---|---|---|---|---|---|
| Stock Options | 5/19/2020 | 480,514 | — | 3.58 | 5/19/2030 | — | — |
| Stock Options | 3/15/2022 | 80,268 | 36,486 | 10.49 | 3/15/2028 | — | — |
| RSUs (time-based) | 2/9/2023 | — | — | — | — | 49,933 | $2,060,735 |
| RSUs (time-based) | 3/27/2024 | — | — | — | — | 26,797 | $1,105,912 |
| PRSUs (earned) | 2024 Program | — | — | — | — | 31,264 | $1,290,265 |
- Valuation reference: $41.27 closing price on Nasdaq as of Dec 31, 2024.
- Vesting mechanics: RSUs monthly from Jan 1, 2024; PRSUs 25% on Feb 15, 2025 then quarterly thereafter.
2024 Option Exercises and Stock Vested (realized values)
| Name | Options Exercised (#) | Value Realized on Exercise ($) | Stock Vested (#) | Value Realized on Vesting ($) |
|---|---|---|---|---|
| Russell Burke | 40,000 | $1,407,760 | 64,604 | $2,079,735 |
Alignment Policies:
- Hedging and pledging transactions prohibited; pledging only allowed with General Counsel approval (rare).
- High proportion of at-risk pay: ~74% average for NEOs; performance-based equity introduced in 2024.
Employment Terms
- Employment Agreement: At-will; Company must provide six months’ notice for termination without cause; executive must provide six months’ notice for voluntary resignation; agreement dated May 11, 2020.
- Severance & Change-in-Control (2023 Severance Plan; participation since March 2024): Double-trigger requirement; no acceleration on change-in-control alone.
Potential Payments (as of Dec 31, 2024 illustrative)
| Type of Termination | Base Salary ($) | COBRA ($) | Accelerated Vesting of Equity ($) | Total ($) |
|---|---|---|---|---|
| Termination Without Cause | 225,000 | 13,882 | N/A | 238,882 |
| Enhanced Termination (double-trigger) | 225,000 | 13,882 | 6,338,494 | 6,577,376 |
Governance & Controls:
- Clawback Policy adopted per SEC/Nasdaq; applies to certain incentive compensation upon financial restatement.
- No executive tax gross-ups; limited perquisites.
- Insider Trading Policy filed as Exhibit 19.1; robust pre-clearance and restrictions.
Investment Implications
- Strong pay-for-performance alignment: Burke’s incentives are driven by revenue and Adjusted EBITDA outcomes; 2024 PRSUs earned at 134.9% of target, and vesting schedules extend across 2025–2027, supporting medium-term retention. Monitor quarterly PRSU vest dates for potential supply from settlement-driven sales.
- Ownership alignment: Beneficial ownership of 650,507 shares (<1%) with deep in-the-money options (e.g., $3.58 and $10.49 strikes vs $41.27 year-end price) creates sensitivity to stock performance; hedging/pledging prohibitions reduce misalignment risk.
- Potential selling pressure indicators: 2024 exercises (40,000 options; $1.41M realized) and substantial RSU vesting ($2.08M realized) suggest ongoing liquidity events; track Form 4s for patterns around monthly RSU and quarterly PRSU vesting.
- Retention and change-in-control economics: Enhanced Termination provides significant accelerated vesting ($6.34M illustrative), but double-trigger design mitigates windfall risk on a change-in-control without termination.
- Execution context: 2024 financial improvements (revenue +22%, positive Adjusted EBITDA and cash flow) and the U.S. IPO underscore CFO execution; pay remains market-competitive (salary aligned to ~50th percentile), with majority at-risk.