Lior Susan
About Lior Susan
Lior Susan (age 41) is Owlet’s independent Chairman of the Board and Class III director (term expiring at the 2027 annual meeting). He has served on Owlet’s board since 2015 (Old Owlet) and as Board Chair since July 2021; he is founder and Managing Partner of Eclipse Ventures. The Board determined he is independent under NYSE rules. Note: Owlet announced that CEO Kurt Workman will transition to Executive Chairman effective October 1, 2025, implying a change in board leadership structure thereafter .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Owlet, Inc. | Chairman of the Board (independent) | Jul 2021–present | Board leadership; member, Nominating & Corporate Governance |
| Old Owlet (Owlet Baby Care Inc.) | Director | Jul 2015–Jul 2021 | Board oversight pre-SPAC |
| Eclipse Ventures, LLC | Founder & Managing Partner | 2015–present | Significant shareholder; nomination rights via A&R Stockholders Agreement |
| Flex Ltd. (hardware investment/incubation) | Founder/Manager of platform | Pre-2015 | Scaling manufacturing for med device companies |
| Israel Defense Forces (Special Forces) | Member | Prior to U.S. relocation | Leadership/discipline background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cerebras Systems, Inc. | Director (private) | Not disclosed | Listed among current private boards |
| Bright Machines, Inc. | Director (private) | Not disclosed | |
| Flex Logix, Inc. | Director (private) | Not disclosed | |
| Augury, Inc. | Director (private) | Not disclosed | |
| DataPelago, Inc. | Director (private) | Not disclosed | |
| Metrolink, Inc. | Director (private) | Not disclosed | |
| Cybertoka Ltd. | Director (private) | Not disclosed | |
| Dutch Pet, Inc. | Director (private) | Not disclosed | |
| Skyryse, Inc. | Director (private) | Not disclosed | |
| Senser Ltd. | Director (private) | Not disclosed | |
| InsidePacket, Ltd. | Director (private) | Not disclosed |
Board Governance
- Independence: The Board determined Lior Susan is independent under NYSE rules (7 of 8 directors independent) .
- Leadership/roles: Chair of the Board; serves on the Nominating & Corporate Governance Committee; not a member of Audit or Compensation .
- Attendance: In 2024, each director then-serving attended at least 75% of Board and applicable committee meetings; Board met 6x; Audit 5x; Compensation 4x; Nominating & Governance 4x .
- Leadership transition risk: Company announced CEO Kurt Workman will become Executive Chairman effective Oct 1, 2025, altering leadership dynamics from an independent chair model to an executive chair model .
- Nomination rights: Eclipse has contractual rights to nominate up to two directors while it beneficially owns ≥20% voting power (Messrs. Susan and Stoll serve as Eclipse nominees) .
- Anti-hedging policy: Directors, officers, employees are prohibited from hedging Owlet securities; policy filed with 2024 10-K .
Fixed Compensation (Director)
| Year | Cash Retainer (Board) | Committee Chair Fees | Meeting Fees | Notes |
|---|---|---|---|---|
| 2024 | $0 (Susan) | $0 (not a chair of Audit/Comp/NomGov) | None disclosed | Non-employee director program: $50,000 annual cash retainer; $32,500 Audit Chair; directors may elect cash or RSUs for fees |
In 2024, Ms. Durr ($82,500 including Audit Chair), and Messrs. Burke/Kim/Gonzales ($50,000) received cash retainers; Mr. Susan received no cash fees .
Performance Compensation (Director)
| Component | 2024 Award Value | Grant/vest details | Performance Metrics |
|---|---|---|---|
| Annual RSU grant (non-employee directors) | Program targets $150,000 (RSUs) per director | Granted after annual meeting; typically vests prior to next annual meeting; 2024 grant vested immediately as an exception | None (time-based only) |
| Lior Susan RSUs (2024) | $0 | — | N/A |
- Clawback: Equity awards under the 2021 Plan are subject to the company’s recovery policy and applicable laws .
Other Directorships & Interlocks
| Entity/Counterparty | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Eclipse Ventures affiliates | Mr. Susan is founder/Managing Partner and sole managing member of affiliated GPs; entities are major Owlet shareholders | Eclipse has board nomination rights; two Eclipse nominees (Susan, Stoll) on Owlet board |
| 2023/2024 Private Placements | Eclipse, Trilogy, certain insiders participated in Owlet financings (Series A/B Preferred and Warrants) | Related-party financing; disclosure and terms summarized below |
| 2025 Warrant Exchange (Proposal 5) | Exchange of Eclipse/Trilogy/insider warrants for common; independent Special Committee oversight; 180-day lockup; stockholder approval required under NYSE 312.03 | Manages overhang and simplifies capital structure; mitigants include independent advisors and process controls |
Expertise & Qualifications
- Founder/operator-investor with deep hardware/manufacturing and medical device scaling experience; extensive private company board roles in advanced hardware/AI sectors .
- Serves as independent Chair and on Nominating & Corporate Governance; brings investor perspective and governance experience .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Series A Preferred | Series B Preferred | Combined Voting Power |
|---|---|---|---|---|
| Lior Susan (through entities affiliated with Eclipse; may be deemed beneficial owner) | 12,224,954 | 8,080 | 6,000 | 28.8% |
Notes:
- Eclipse conversion “Share Cap”: Eclipse’s Series B Preferred includes a cap preventing conversion that would take Eclipse above 48.9% beneficial ownership (removable upon 61 days’ notice) .
- Pro forma post-Exchange Agreement (if approved): entities affiliated with Eclipse would hold 7,700,835 shares of Common Stock (34.3%) and 38.0% combined voting power; warrants eliminated, preferred unchanged .
- Pledging: No pledging disclosure found; anti-hedging policy prohibits hedging transactions by directors .
Governance Assessment
Key findings
- Independence and committee roles: Board determined Susan is independent; he serves as independent Chair and on Nominating & Governance; not on Audit or Compensation, which helps limit direct compensation oversight conflicts .
- Ownership alignment: Very high “skin in the game” via Eclipse—28.8% voting power as of Aug 15, 2025; pro forma 38.0% voting power post-warrant exchange (if approved). This aligns incentives but concentrates influence; Eclipse maintains nomination rights tied to ownership .
- Related-party exposure: 2023/2024 private placements and 2025 Warrant Exchange involve entities affiliated with Susan. Mitigants: independent Special Committee, outside counsel, independent financial advisor (William Blair), use of 60-day VWAP and lower volatility input, and a 180-day lockup; stockholder approval under NYSE 312.03 required .
- Attendance/engagement: Met minimum attendance threshold (≥75%) in 2024; Board and committees met regularly; signals baseline engagement .
- Leadership transition risk: Move to Executive Chairman (CEO Workman) as of Oct 1, 2025 will alter governance balance and potentially reduce independence of board leadership; monitor role clarity for Susan post-transition .
Potential red flags
- Concentrated ownership and nomination rights: Eclipse’s large stake and contractual nomination rights (two seats ≥20% voting power) can create perception of influence over strategy and capital structure; requires continued robust independent director oversight .
- Related-party capital structure actions: 2025 Warrant Exchange materially benefits related holders (e.g., 3,898,906 shares to an Eclipse affiliate), though process safeguards were employed; investors should monitor execution and any subsequent sales post-lockup .
- Leadership change to Executive Chairman: Potential for management influence over board agenda; independence of the chair function may diminish relative to the prior structure .
Supporting data
Director roles and committees
| Director | Audit | Compensation | Nominating & Corporate Governance | Notes |
|---|---|---|---|---|
| Lior Susan | — | — | Member | Independent Chair |
Director compensation (2024)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Lior Susan | — | — | — |
Security ownership (as of Aug 15, 2025)
| Holder | Class A Common Shares | % of Class A | Series A Preferred (shares) | % of Series A | Series B Preferred (shares) | % of Series B | Combined Voting Power |
|---|---|---|---|---|---|---|---|
| Entities affiliated with Eclipse (controlled by Susan) | 12,224,954 | 48.0% | 8,080 | 70.39% | 6,000 | 64.9% | 28.8% |
Pro forma post-Exchange Agreement (if approved)
| Holder | Class A Common Shares | % of Class A | Combined Voting Power | Series A Warrants | Series B Warrants |
|---|---|---|---|---|---|
| Entities affiliated with Eclipse | 7,700,835 | 34.3% | 38.0% | — | — |
Related-person transactions highlights
- 2023 Private Placement: Eclipse purchased 20,200 shares of Series A Preferred and 5,200,291 Series A Warrant shares for $20.2M total; insiders (Workman, Kim) also participated .
- 2024 Private Placement: Eclipse purchased 6,000 shares of Series B Preferred and 1,166,935 Series B Warrant shares for $6.0M; Trilogy and others participated; Series B has 48.9% “Share Cap” on Eclipse conversions .
- 2025 Warrant Exchange (Proposal 5): Eclipse affiliate to receive 3,898,906 shares; Trilogy 890,347; CEO Workman 80,235; Director Kim 107,626; subject to stockholder approval under NYSE 312.03; 180-day lockup; Special Committee approval and process detailed .
Implications for investors
- Alignment is strong given significant equity exposure, but monitor for conflicts given Eclipse’s rights and related-party transactions. The Special Committee’s robust process is a positive mitigant; continued transparency and minority protection (e.g., independent committees, votes) remain critical .
- The shift to an Executive Chairman could reduce the independence of board leadership; track post-transition committee dynamics and whether an independent Lead Director role is strengthened to preserve oversight .