EX-10.5





 Exhibit 10.5 

Life360 Compensation Plan 

for Board Directors and 

Company Leadership 

January 2020 
 Contents

  

			
	Compensation Philosophy	  	1
	2019 Annual Leadership Retention and Performance Stock Bonus Plan	  	4
	General Bonus Plan Structure	  	5
	Chris Hulls - CEO	  	6
	David Rice - COO	  	8
	Samir Kapoor - CTO	  	10
	Monica Walls - VP People & Talent	  	11
	Ariana Hellebuyck - VP Marketing	  	13
	Steven Yarger - VP Service & Support	  	15
	Jon Troutman - VP of Design	  	17

 Compensation Philosophy 

At Life360 our goal is to have a top performer in every role, and we compensate accordingly. We would much rather pay towards the top of the market for an
outlier versus below market for someone average. 

  
 1 













 The following points outline our overall view on how we put this into practice: 

 

	 	•	 	 “A” players will be paid in the top 50th percentile of market, “B” players get a generous
severance package. Keeping a high excellence bar is of extreme importance for the company, and in general we prefer to hire and retain people for unique strengths versus broader lack of weaknesses. 



 

	 	•	 	 For all positions, both individual contributor and executive, we benchmark ourselves to late-stage private growth
companies. Individual contributor and manager level compensation is benchmarked using the assistance of 3rd party consultant and the OptionDriver dataset. Executive compensation relies on a wider range of data to determine market rates. If we use a
retained search firm to make a hire, we use the information gathered in the search our primary guide for compensation. For hires who have been longer-tenured at the company, there is no single benchmark, and we use our network and market surveys to
determine an appropriate range. 


  

	 	•	 	 We also use the 2019 Venture Capital Executive Compensation Survey as an extra check and balance to confirm our
benchmarks are in-line with the market. While this is not the primary determinant in compensation, if there is a wide disparity between what we pay an executive and the data contained in the survey, we treat
it as a signal to dig more. 


  

	 	•	 	 Because we set compensation based on market rates, we do not have a policy of automatic annual raises. If the
market is flat, comp could be flat, but it could also increase dramatically in line with the broader changes in industry. 


  

	 	•	 	 We review compensation twice per year and will proactively adjust compensation to encourage a culture where
performance is more important than negotiation skills. Market adjustments can happen at both review cycles, while performance based adjustments are done annually. A good measure of our success here is how we handle team members who get higher offers
elsewhere—if we are true to this philosophy, we should rarely give large counter offers to encourage someone to stay. 


  

	 	•	 	 We are supportive of employees putting more skin in the game by taking extra equity over cash, and our aim is to
offer a higher expected value return for employees who take more risk. We also understand that different individuals have different needs, circumstances and risk profiles, so we present this as completely optional. 



 

	 	•	 	 As our company matures and compensation packages rise we seek to put more of total compensation “at
risk” based on individual and company performance. The more senior one is in the company, the higher percent of total compensation is based on company and individual performance. 



  
 2 














	 	•	 	 We re-evaluate leadership compensation twice per year, once in February
and once in July. July adjustments are generally made to bring team members to current market rates, whereas February adjustments are both performance and market driven. 



  
 3 













 2019 Annual Leadership Retention and Performance Stock Bonus Plan 

This is a program from 2019—there has not been a discussion about its continuance going forward, and is in this 2020 document for reference purposes
only. 
 In addition to the executive-specific compensation schemes listed below, the company also is establishing a pool of shares to be issued to
members of the company’s leadership team. The participants of this pool, and the allocation of the shares within, will be determined by the Compensation Committee in direct consultation for the CEO. The goal of the pool is to both reward the
leadership for high performance while encouraging long-term retention. 
 For 2019, the pool will be 1.75%. The maximum allocation to Chris Hulls (in
addition to individual grants) will be .5% and the maximum allocation to Alex Haro (in addition to individual grants) will be .25%. The shares will be awarded based on CY19 performance at year end and issued in February 2020 as part of the
company’s Annual Meeting. The shares will vest monthly over a 2 year period starting in February 2020, so vesting will end in February 2022. Vesting will accelerate upon acquisition of the company if the leaders job or compensation would
materially change, but not in the event of termination in other circumstances. 
 A new pool will be created on an annual basis, the size of which will be
determined by the Board of Directors. If there are not enough shares available in the option pool to fund the plan, the decision whether or not to continue the plan will be up to the shareholders. 

For 2019, the amount of the pool to be paid out will be based 50% on share price performance (relative to the NASDAQ index) and 50% based on reaching revenue
targets. The philosophy behind the relative vs absolute target is based on wanting to ensure that if the executive team performs but the market slumps, they are still rewarded. Similarly, we do not want to reward executives if the company share
price rises due to the macro environment vs company execution. 
 For 2019, the Annualized Monthly Revenue (AMR) target is $71.5 million, which is
based upon our run rate as of December 2019. If the target is achieved, 34% of the pool will become payable. If the target is exceeded by 10%, an additional 33% will become payable. If the target is exceeded by 20%, the final 33% will become
payable. 
 For the share performance payout, 34% of the pool will become payable if the share price matches the performance of the NASDAQ index. An
additional 33% will become payable if the share price beats the index by 15%, and the remaining 33% will become payable if the share price beats the index by 30%. Although this will be a 2019 pool, the date at which the share price target will be
measured will be the close of one full day of trading post the company’s annual report which will be released in February. 

  
 4 













 General Bonus Plan Structure 

The following pages outline bonus plans for all executive VP and higher. The general format consists of a target bonus payout and a range of bonus payouts
(from 0% to 200% of target) depending on performance. The size of these payouts vary by executive based on how far his/her base salary is from market-based total cash comp for their role. For example, if the executive has a salary close to market
rate, their plan will be small, whereas if their salary is undermarket, the target bonus will be higher. In general, future raises will be skewed towards bonuses instead of base salary. Over time, the ratio of base salary to bonus will converge for
all leaders of similar seniority. 
 50% of the target payout is determined based on measurable performance on KPI’s. These KPI’s will include
both personal and company targets. While KPI’s are quantitative, they will be viewed holistically and subjectively by the CEO with oversight from the Board of Directors. If a goal is missed for a good reason (e.g. lower subscriber count but
higher revenue) the executive could receive full credit for that KPI. Similarly, if the goal is hit but for whatever reason does not reflect the long-term intent of the KPI full credit may not be given (e.g. low quality international users as the
reason MAU target is achieved). 
 The other 50% of the target payout is based on a range of qualitative measures which are articulated for each executive.
The qualitative measures may include individual behaviors or activities that the CEO wishes to encourage or discourage, directional changes in the company’s culture or practices, or other such activities or results. The qualitative bonus will
also be determined based on a holistic and subjective assessment of performance on these measures. 
 Prior to Life360’s IPO, employees could elect to
receive all or part of their bonus in equity. This has now ended and all bonuses will be paid in cash to avoid accounting and regulatory complexity. 

Bonus payouts may be suspended or eliminated if the Board of Directors determines that the company’s financial condition would be materially harmed by
the bonus payouts. The Remuneration Committee will assess performance under the plan and recommend a plan payout level to the full Board. Individual payout level will vary with individual performance. Bonus payments will be made bi-annually as part of the company’s regularly scheduled performance reviews. 

  
 5 













 Chris Hulls - CEO 

Market Data: 
 Filters: 1) Title 2) Location 3)
Industry - consumer & enterprise 4) Development stage - shipping product 5) Funding rounds - post series c, post series d, 5+ rounds of funding 6) Capital raised - >50 million up to 250 million 7) Revenue - >50 million
up to 200 million 8) Headcount - 51 - >200 
  

																					
	Count	  	Percentile*	 	 	Base Salary	 	  	Target Bonus or
Commission	 	  	Total
Target Pay	 	  	% Fully
Diluted Shares	 
		  	 	25	% 	 	$	325,000	 	  	$	113,438	 	  	$	420,000	 	  	 	2.90	% 
	 17
	  	 	50	% 	 	$	350,000	 	  	$	164,430	 	  	$	500,000	 	  	 	3.79	% 
		  	 	75	% 	 	$	375,000	 	  	$	200,000	 	  	$	550,500	 	  	 	4.30	% 

 Current Compensation 

Base Salary: $360,000 
 Bonus: $100,000 

Target annual payout: $100k 
 Payout range: $0-200k 
 Equity Summary 
  

																					
	Option Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Number	 	 	Number Vested	 	  	Grant Date	 	 	Strike Price	 	  	Exercise Cost	 
	 ES-0436
	  	 	208,987	 	 	 	121,909	 	  	 	10/24/17	 	 	$	2.15	 	  	$	449,322	 
	 ES -552
	  	 	10	 	 	 	10	 	  	 	10/30/2018	 	 	$	9.55	 	  	$	96	 
	 ES-0482
	  	 	1,269,386	 	 	 	476,019	 	  	 	7/16/2018	 	 	$	2.53	 	  	$	3,211,547	 
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 
	 Total
	  	 	1,478,383	 	 	 	597,938	 	  	 	Weighted Average	 	 	$	2.48	 	  	$	3,660,964	 
		  	  
	  
	 	 	  
	  
	 	  				 	  
	  
	 	  	  
	  
	 
		  				 				  	 	Spread (ITM)	 	 	$	4.25	 	  			
						
	Issued Shares/RSU Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Number	 	 	Number Vested	 	  	Grant Date	 	 	 	 	  	 	 
	 Issued Shares
	  	 	2,886,552	 	 	 	2,886,552	 	  				 				  			
	 ICCA Labs
	  	 	29,960	 	 	 	29,960	 	  				 				  			
		  	  
	  
	 	 	  
	  
	 	  				 				  			
	 Total
	  	 	2,916,512	 	 	 	2,916,512	 	  				 				  			
		  	  
	  
	 	 	  
	  
	 	  				 				  			
						
	Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Count	 	 	Exercised Cash Value	 	  	Ownership	 	 	 	 	  	 	 
	 Total Options
	  	 	1,478,383	 	 	$	6,284,858	 	  	 	2.54	% 	 				  			
	 Total RSUs
	  	 	2,916,512	 	 	$	19,620,834	 	  	 	5.01	% 	 				  			
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
	 Total
	  	 	4,394,895	 	 	$	25,905,692	 	  	 	7.55	% 	 	  
	  
	  
	  	  
	  
	  

		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
	 Percent Vested
	  	 	79.97	% 	 	  
	  
	  
	  	  
	  
	  
	 	  
	  
	  
	  	  
	  
	  



  
 6 













 Compensation Commentary and Status Relative to Market 

Proposed Comp Plan Changes 
 Quantitative (goals for
entire vs half year) 
 Qualitative 

  
 7 













 David Rice - COO 

Market Data: 
 Filters: 1) Title 2) Location 3)
Industry - consumer & enterprise 4) Development stage - shipping product 5) Funding rounds - post series c, post series d, 5+ rounds of funding 6) Capital raised - >50 million up to 250 million 7) Revenue - >50 million
up to 200 million 8) Headcount - 51 - >200 
  

																					
	Count	  	Percentile*	 	 	Base Salary	 	  	Target Bonus or
Commission	 	  	Total
Target Pay	 	  	 % Fully

Diluted Shares
	 
		  	 	25	% 	 	$	243,750	 	  	$	0	 	  	$	262,500	 	  	 	0.92	% 
	 8
	  	 	50	% 	 	$	275,000	 	  	$	50,000	 	  	$	312,500	 	  	 	1.41	% 
		  	 	75	% 	 	$	306,250	 	  	$	142,500	 	  	$	459,375	 	  	 	1.67	% 

 Current Compensation 

Base Salary: $350,000 
 Bonus: $100,00 

Target annual payout: $100,000 
 Payout range: 0-$200,000 
 Equity Summary 
  

																					
	Option Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Number	 	 	Number Vested	 	  	Grant Date	 	 	Strike Price	 	  	Exercise Cost	 
	 ES-0366
	  	 	100,000	 	 	 	83,333	 	  	 	9/20/16	 	 	$	2.15	 	  	$	215,000	 
	 ES-603
	  	 	10	 	 	 	10	 	  	 	10/30/18	 	 	$	9.55	 	  	$	96	 
	 ES-0428
	  	 	125,392	 	 	 	73,145	 	  	 	10/24/17	 	 	$	2.53	 	  	$	317,242	 
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 
	 Total
	  	 	225,402	 	 	 	156,488	 	  	 	Weighted Average	 	 	$	2.36	 	  	$	532,337	 
		  	  
	  
	 	 	  
	  
	 	  				 	  
	  
	 	  	  
	  
	 
		  				 				  	 	Spread (ITM)	 	 	$	4.37	 	  			
						
	Issued Shares/RSU Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Number	 	 	Number Vested	 	  	Grant Date	 	 	 	 	  	 	 
	 Issued Shares
	  	 	417,570	 	 	 	417,570	 	  				 				  			
		  	  
	  
	 	 	  
	  
	 	  				 				  			
	 Total
	  	 	417,570	 	 	 	417,570	 	  				 				  			
		  	  
	  
	 	 	  
	  
	 	  				 				  			
						
	Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Count	 	 	Exercised Cash Value	 	  	Ownership	 	 	 	 	  	 	 
	 Total Options
	  	 	225,402	 	 	$	984,055	 	  	 	0.39	% 	 				  			
	 Total RSUs
	  	 	417,570	 	 	$	2,809,202	 	  	 	0.72	% 	 				  			
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
	 Total
	  	 	642,972	 	 	$	3,793,257	 	  	 	1.10	% 	 				  			
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
	 Percent Vested
	  	 	89.28	% 	 				  				 				  			
		  				 				  				 				  			


  
 8 













 Compensation Commentary and Status Relative to Market 

David’s comp is above the 50th percentile and appropriate for his level of seniority and contribution at the company. Any raise this cycle will be modest.

 Proposed Comp Plan 
 Salary: 

Bonus: 
 Target annual payout: 

Payout range: 
 Cash proportion: 

Quantitative 
 Qualitative 

  
 9 













 Samir Kapoor - CTO 

Market Data: 
 Filters: 1) Title 2) Location 3)
Industry - consumer & enterprise 4) Development stage - shipping product 5) Funding rounds - post series c, post series d, 5+ rounds of funding 6) Capital raised - >50 million up to 250 million 7) Revenue - >50 million
up to 200 million 8) Headcount - 51 - >200 
  

																					
	Count	  	Percentile*	 	 	Base
Salary	 	  	Target
Bonus or
Commission	 	  	Total
Target Pay	 	  	% Fully
Diluted Shares	 
		  	 	25	% 	 	$	240,000	 	  	$	12,500	 	  	$	262,500	 	  	 	0.54	% 
	 11
	  	 	50	% 	 	$	250,000	 	  	$	50,000	 	  	$	300,000	 	  	 	1.25	% 
		  	 	75	% 	 	$	325,000	 	  	$	62,500	 	  	$	392,500	 	  	 	1.70	% 

 Current Compensation 

Base Salary: $300,000 
 Bonus: $50,00 

Equity Summary 
  

																					
	Option Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Number	 	 	Number Vested	 	  	Grant Date	 	 	Strike Price	 	  	Exercise Cost	 
	 ES-0752
	  	 	178,775	 	 	 	0	 	  	 	9/15/19	 	 	$	7.02	 	  	$	1,255,001	 
	 ES-0761
	  	 	71,225	 	 	 	0	 	  	 	10/7/19	 	 	$	7.07	 	  	$	503,561	 
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 
	 Total
	  	 	250,000	 	 	 	0	 	  	 	Weighted Average	 	 	$	7.03	 	  	$	1,758,561	 
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 
		  				 				  	 	Spread (ITM)	 	 	$	0.00	 	  			
						
	RSU Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Number	 	 	Number Vested	 	  	Grant Date	 	 	 	 	  	 	 
	 ES-0768
	  	 	40,000	 	 	 	0	 	  	 	10/7/19	 	 				  			
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
	 Total
	  	 	40,000	 	 	 	0	 	  				 				  			
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
						
	Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Count	 	 	Exercised Cash Value	 	  	Ownership	 	 	 	 	  	 	 
	 Total Options
	  	 	250,000	 	 	$	0	 	  	 	0.43	% 	 				  			
	 Total RSUs
	  	 	40,000	 	 	$	269,100	 	  	 	0.07	% 	 				  			
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
	 Total
	  	 	290,000	 	 	$	269,100	 	  	 	0.50	% 	 				  			
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
	 Percent Vested
	  	 	0.00	% 	 				  				 				  			


  
 10 













 Monica Walls - VP People & Talent 

Market Data: 
 Copyright 2019 Advanced-HR, Inc. All rights reserved. 
 Filters: 1) Title 2) Location 3) Industry - consumer &
enterprise 4) Development stage - shipping product 5) Funding rounds - post series c, post series d, 5+ rounds of funding 6) Capital raised - >50 million up to 250 million 7) Revenue - >50 million up to 200 million 8)
Headcount - 51 - >200 
  

																					
	Count	  	Percentile*	 	 	Base Salary	 	  	Target Bonus or
Commission	 	  	Total
Target Pay	 	  	% Fully
Diluted Shares	 
		  	 	25	% 	 	$	250,000	 	  	$	12,375	 	  	$	251,250	 	  	 	0.12	% 
	 6
	  	 	50	% 	 	$	250,000	 	  	$	62,250	 	  	$	290,000	 	  	 	0.28	% 
		  	 	75	% 	 	$	253,750	 	  	$	77,813	 	  	$	337,188	 	  	 	0.40	% 

 Current Compensation 

Base Salary: $210,000 
 Bonus: $40,000 

Payout Range: $0 - $80,000 
 Equity Summary 

 

																					
	Option Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Number	 	 	Number Vested	 	  	Grant Date	 	 	Strike Price	 	  	Exercise Cost	 
	 ES-0481
	  	 	45,000	 	 	 	17,812	 	  	 	1/20/2015	 	 	$	2.53	 	  	$	113,850	 
	 ES-633
	  	 	10	 	 	 	10	 	  	 	10/30/2018	 	 	$	9.55	 	  	$	96	 
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 
	 Total
	  	 	45,010	 	 	 	17,812	 	  	 	Weighted Average	 	 	$	2.53	 	  	$	113,946	 
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 
		  				 				  	 	Spread (ITM)	 	 	$	4.20	 	  			
						
	RSU Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Number	 	 	Number Vested	 	  	Grant Date	 	 	 	 	  	 	 
	 ES-0709
	  	 	40,000	 	 	 	9,166	 	  	 	7/23/2019	 	 				  			
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
	 Total
	  	 	40,000	 	 	 	9,166	 	  				 				  			
		  	  
	  
	 	 	  
	  
	 	  				 				  			
						
	Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Count	 	 	Exercised Cash Value	 	  	Ownership	 	 	 	 	  	 	 
	 Total Options
	  	 	45,010	 	 	$	188,859	 	  	 	0.08	% 	 				  			
	 Total RSUs
	  	 	40,000	 	 	$	269,100	 	  	 	0.07	% 	 				  			
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
	 Total
	  	 	85,010	 	 	$	457,959	 	  	 	0.15	% 	 				  			
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
		  	  
	  
	 	 	  
	  
	 	  				 				  			
	 Percent Vested
	  	 	31.74	% 	 				  				 				  			


  
 11 













 Compensation Commentary and Status Relative to Market 

Chris will have a conversation with Mark Goines about Monica’s comp to keep it arm’s length. 

Proposed Comp Plan 
 Quantitative (goals for entire vs
half year) 
 Qualitative 

  
 12 













 Ariana Hellebuyck - VP Marketing 

Market Data: 
 Copyright 2019 Advanced-HR, Inc. All rights reserved. 
 Filters: 1) Title 2) Location 3) Industry - consumer &
enterprise 4) Development stage - shipping product 5) Funding rounds - post series c, post series d, 5+ rounds of funding 6) Capital raised - >50 million up to 250 million 7) Revenue - >50 million up to 200 million 8)
Headcount - 51 - >200 
  

																					
	Count	  	Percentile*	 	 	Base Salary	 	  	Target Bonus or
Commission	 	  	Total
Target Pay	 	  	% Fully
Diluted Shares	 
		  	 	25	% 	 	$	200,000	 	  	$	37,202	 	  	$	217,868	 	  	 	0.07	% 
	 22
	  	 	50	%	 	$	231,000	 	  	$	43,500	 	  	$	267,500	 	  	 	0.09	% 
		  	 	75	% 	 	$	248,375	 	  	$	56,000	 	  	$	300,000	 	  	 	0.19	% 

 Current Compensation 

Base Salary: $240,000 
 Bonus: $40,000 

Equity Summary 
  

																					
	Option Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Number	 	 	Number Vested	 	  	Grant Date	 	 	Strike Price	 	  	Exercise Cost	 
	 ES-0445
	  	 	212,500	 	 	 	106,250	 	  	 	1/24/18	 	 	$	2.15	 	  	$	456,875	 
	 ES-541
	  	 	10	 	 	 	10	 	  	 	10/30/18	 	 	$	9.55	 	  	$	96	 
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 
	 Total
	  	 	212,510	 	 	 	106,260	 	  	 	Weighted Average	 	 	$	2.15	 	  	$	456,971	 
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 
		  				 				  	 	Spread (ITM)	 	 	$	4.58	 	  			
						
	RSU Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Number	 	 	Number Vested	 	  	Grant Date	 	 	 	 	  	 	 
	 Total
	  	 	0	 	 	 	0	 	  				 				  			
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
						
	Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Count	 	 	Exercised Cash Value	 	  	Ownership	 	 	 	 	  	 	 
	 Total Options
	  	 	212,510	 	 	$	972,691	 	  	 	0.37	% 	 				  			
	 Total RSUs
	  	 	0	 	 	$	0	 	  	 	0.00	% 	 				  			
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
	 Total
	  	 	212,510	 	 	$	972,691	 	  	 	0.37	% 	 				  			
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
	 Percent Vested
	  	 	50.00	% 	 				  				 				  			


  
 13 













 Compensation Commentary and Status Relative to Market 

Ariana’s compensation, both cash and equity, feels appropriately benchmarked given her relative seniority and size of the marketing function, which
remains small. Should she expand the scope of her role, a raise would likely be warranted, but not at this point in time. She was recently added to the bonus plan and received a raise in 2019 as well. 

Quantitative 
 Qualitative 

  
 14 













 Steven Yarger - VP Service & Support 

Market Data: 
 Filters: 1) Title 2) Location 3)
Industry - consumer & enterprise 4) Development stage - shipping product 5) Funding rounds - post series c, post series d, 5+ rounds of funding 6) Capital raised - >50 million up to 250 million 7) Revenue - >50 million
up to 200 million 8) Headcount - 51 - >200 
  

																					
	Count	  	Percentile*	 	 	Base Salary	 	  	Target Bonus or
Commission	 	  	Total
Target Pay	 	  	% Fully
Diluted Shares	 
		  	 	25	% 	 	$	215,000	 	  	$	27,563	 	  	$	261,313	 	  	 	0.13	% 
	 8
	  	 	50	% 	 	$	245,000	 	  	$	72,500	 	  	$	337,500	 	  	 	0.33	% 
		  	 	75	% 	 	$	260,875	 	  	$	122,500	 	  	$	370,875	 	  	 	0.46	% 

 Current Compensation 

Base Salary: $180,000 
 Bonus: $30,000 

Equity Summary 
  

																					
	Option Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Number	 	 	Number Vested	 	  	Grant Date	 	 	Strike Price	 	  	Exercise Cost	 
	 ES-0668
	  	 	100,000	 	 	 	0	 	  	 	3/14/19	 	 	$	6.28	 	  	$	628,000	 
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 
	 Total
	  	 	100,000	 	 	 	0	 	  	 	Weighted Average	 	 	$	6.28	 	  	$	628,000	 
		  	  
	  
	 	 	  
	  
	 	  				 	  
	  
	 	  	  
	  
	 
		  				 				  	 	Spread (ITM)	 	 	$	0.45	 	  			
						
	RSU Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Number	 	 	Number Vested	 	  	Grant Date	 	 	 	 	  	 	 
	 ES-0841
	  	 	10,000	 	 	 	0	 	  	 	10/7/19	 	 				  			
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
	 Total
	  	 	10,000	 	 	 	0	 	  				 				  			
		  	  
	  
	 	 	  
	  
	 	  				 				  			
						
	Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Count	 	 	Exercised Cash Value	 	  	Ownership	 	 	 	 	  	 	 
	 Total Options
	  	 	100,000	 	 	$	44,750	 	  	 	0.17	% 	 				  			
	 Total RSUs
	  	 	10,000	 	 	$	67,275	 	  	 	0.02	% 	 				  			
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
	 Total
	  	 	110,000	 	 	$	112,025	 	  	 	0.19	% 	 				  			
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
	 Percent Vested
	  	 	0.00	% 	 				  				 				  			


  
 15 













 Compensation Commentary and Status Relative to Market 

Steven has relatively low cash comp but self-selected to receive this package in exchange for higher equity. He is arguably under-market, but he is early in
his tenure and his impact has not yet significantly been felt, so changes to compensation will be modest this review cycle. 
 Quantitative 

Qualitative 

  
 16 













 Jon Troutman - VP of Design 

Market Data: 
 Filters: 1) Title 2) Location 3)
Industry - consumer & enterprise 4) Development stage - shipping product 5) Funding rounds - post series c, post series d, 5+ rounds of funding 6) Capital raised - >50 million up to 250 million 7) Revenue - >50 million
up to 200 million 8) Headcount - 51 - >200 
  

																					
	Count	  	Percentile*	 	 	Base Salary	 	  	Target Bonus or
Commission	 	  	Total
Target Pay	 	  	% Fully
Diluted Shares	 
		  	 	25	% 	 	$	238,750	 	  	$	0	 	  	$	251,250	 	  	 	0.16	% 
	 10
	  	 	50	% 	 	$	263,112	 	  	$	0	 	  	$	283,712	 	  	 	0.20	% 
		  	 	75	% 	 	$	298,588	 	  	$	42,500	 	  	$	317,100	 	  	 	0.37	% 

 Current Compensation 

Base Salary: $250,000 
 Bonus: $200,000 (incentive not
performance) to be paid September 2020 
 Equity Summary 
  

																					
	Option Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Number	 	 	Number Vested	 	  	Grant Date	 	 	Strike Price	 	  	Exercise Cost	 
	 ES-0628 - cancelled 01/06
	  	 	0	 	 	 	0	 	  	 	10/30/18	 	 	$	9.55	 	  	$	0	 
	 ES-0696
	  	 	151,117	 	 	 	50,372	 	  	 	7/25/19	 	 	$	7.43	 	  	$	1,122,799	 
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 	  
	  
	 	  	  
	  
	 
	 Total
	  	 	151,117	 	 	 	50,372	 	  	 	Weighted Average	 	 	$	7.43	 	  	$	1,122,799	 
		  	  
	  
	 	 	  
	  
	 	  				 	  
	  
	 	  	  
	  
	 
		  				 				  	 	Spread (ITM)	 	 	$	0.00	 	  			
						
	RSU Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Number	 	 	Number Vested	 	  	Grant Date	 	 	 	 	  	 	 
	 Total
	  	 	0	 	 	 	0	 	  				 				  			
		  	  
	  
	 	 	  
	  
	 	  				 				  			
						
	Summary	  	 	 	 	 	 	  	 	 	 	 	 	  	 	 
	 	  	Count	 	 	Exercised Cash Value	 	  	Ownership	 	 	 	 	  	 	 
	 Total Options
	  	 	151,117	 	 	$	0	 	  	 	0.26	% 	 				  			
	 Total RSUs
	  	 	0	 	 	$	0	 	  	 	0.00	% 	 				  			
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
	 Total
	  	 	151,117	 	 	$	0	 	  	 	0.26	% 	 				  			
		  	  
	  
	 	 	  
	  
	 	  	  
	  
	 	 				  			
	 Percent Vested
	  	 	33.33	% 	 				  				 				  			


  
 17 













 Compensation Commentary and Status Relative to Market 

John is significantly above market due to his guaranteed bonus that was part of his signing package. Once this bonus is paid at the end of 2020, his comp will re-leveled for future years. 
 Quantitative 

Qualitative 

  
 18