DEF 14A

Strategic

Initiative

2020 Goals

2020 Progress

2021 Goals

Lift Up One Another:

Belonging

Stated objective of 78% of employees attributing higher job satisfaction to their participation in our Social Impact programs

Stated objective of 65% of global employees participating in activities that create connections

We rolled out the Community Engagement Time Off (CETO) program. This initiative empowers full-time global Britelings to use paid time off to expand their understanding, advocacy and engagement for social justice in our communities.

• Held one global “No Meeting Day” to encourage Britelings to vote and work the polls or use CETO

• While we did not track whether high job satisfaction was directly attributable to participation in our Social Impact programs generally, in an internal survey of Britelings who participated in the CETO program, 88% of participants surveyed said the CETO program increased their satisfaction for their job at Eventbrite

• 74% of CETO participants surveyed said their participation increased their sense of belonging at Eventbrite

Based on the events of 2020, we pivoted our focus of our employee program from “creating connection” to focus on social justice. Of Britelings who participated in our CETO events and completed a survey, 85% said their participation advanced social, economic or political inclusion.

We plan to strengthen and expand our CETO program (i) by creating more accessible and recurring group opportunities for employees to get involved; and (ii) through new relationships with global organizations focused on connecting racial and gender minorities to jobs and mentorships in the tech sector.

Our goal is to increase the percentage of CETO participants surveyed who say their participation increases their sense of belonging at Eventbrite to 79%

DEF 14A 1 d171765ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Under §240.14a-12

EVENTBRITE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies:


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	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


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☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount previously paid:


	(2)	Form, Schedule or Registration Statement No.:


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	(4)	Date Filed:

LOGO

Notice of

2021 Annual Meeting of
Stockholders and Proxy
Statement

Return
to live.

LOGO

Eventbrite, Inc.

22 Cleveland Street

San Francisco, CA 94103

April 28, 2021

Dear Eventbrite Stockholders:

The past year has transformed the events industry. It has tested old norms, prompted deep introspection and brought about real change. But what I’m most proud of in a year full of challenges is that Eventbrite didn’t just sit on the sidelines. We showed up every single day and—alongside our customers—worked to reimagine our business. Our future, as both a business and a global community of event creators and attendees, looks increasingly bright.

Despite restrictions on in-person gatherings, our global community of hundreds of thousands of creators continued to bring people together in inventive ways—from virtual events and drive-ins to other social-distanced experiences. Through all of this, we keep returning to one simple goal: helping our creators succeed. It’s this laser focus that has cemented our position as a crucial platform in an ever-changing industry.

The development of vaccines is setting the stage for the return of in-person gatherings, and ultimately, the recovery of the live events economy. We believe the swift and thoughtful decisions we’ve made over the past year have positioned Eventbrite to emerge from the COVID-19 global pandemic as a much stronger company, driving sustained growth and strong bottom-line results for years to come.

We are pleased to invite you to attend Eventbrite, Inc.’s 2021 Annual Meeting of Stockholders, which will take place online via a live interactive audio webcast on June 9, 2021 at 8:00 a.m. Pacific Time. By hosting our Annual Meeting virtually, we are able to expand access to our global community of stockholders, promote open communication and lower costs.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please be sure to vote. Voting instructions can be found on page 13 of the proxy statement.

On behalf of our Board of Directors and our executive team, thank you for your ongoing support and continued interest in Eventbrite.

Sincerely,

LOGO

Julia Hartz

Co-Founder and Chief Executive Officer

Notice of 2021 Annual Meeting of Stockholders

Date: Wednesday, June 9, 2021

Time: 8:00 a.m. Pacific Time

Place: www.virtualshareholdermeeting.com/EB2021

Record Date: Monday, April 12, 2021

Meeting Agenda:

We are holding our Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

•

to elect Kevin Hartz, Sean Moriarty and Naomi Wheeless as Class III directors to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal;

•

to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021;

•

to approve, on a non-binding advisory basis, the compensation of our named executive officers; and

•

to transact any other business that may properly come before the Annual Meeting.

Your vote is important. Stockholders of record at the close of business on April 12, 2021 are entitled to notice of and to vote at our Annual Meeting, as set forth in our proxy statement. Whether or not you plan to attend the meeting, please ensure that your shares are voted at the Annual Meeting by signing and returning a proxy card or by using our Internet or telephonic voting system.

LOGO

Julia Taylor

General Counsel

April 28, 2021

Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting of Stockholders to be Held on June 9, 2021: The Notice Regarding the Availability of Proxy Materials is first being mailed on or about April 28, 2021 to stockholders entitled to vote at the Annual Meeting. The proxy statement and the annual report to stockholders are available at www.virtualshareholdermeeting.com/ EB2021.

Table of Contents


Proxy Statement Summary			01

Voting and Meeting Information			13

Proposal No. 1 \| Election of Directors			20

Information Regarding the Board and Corporate Governance			28

Board Leadership Structure			28

Board Diversity			28

Board Oversight of Risk			28

Director Independence			29

Board Meetings			30

Board Committees			30

Compensation Committee Interlocks and Insider Participation			32

Director Nomination Process			32

Communications with the Board			33

Corporate Governance Guidelines and Code of Business Conduct and Ethics			34

Director Compensation			35

2020 Director Compensation Table			35

Non-Employee Director Compensation Program			37

Audit Committee Report			39

Proposal No. 2 \| Ratification of the Appointment of Independent Registered Public Accounting Firm			40

Fees and Services			40

Pre-Approval Policies and Procedures			41

Executive Officers			42

Executive Compensation			44

Compensation Discussion and Analysis			44


Executive Compensation Philosophy and Practices			46

Executive Compensation Governance Key Features			46

Elements of Our Executive Compensation Program			47

Compensation Committee Report			56

Compensation and Risk Management			57

Executive Compensation Tables			58

2020 Summary Compensation Table			58

2020 Grants of Plan-Based Awards Table			59

2020 Outstanding Equity Awards at Fiscal Year-End Table			61

Option Exercises and Stock Vested in 2020 Table			62

Potential Payments Upon Termination or Change of Control			62

Pay Ratio Disclosure			67

Equity Compensation Plan Information			68

Proposal No. 3 \| Advisory Vote to Approve Named Executive Officer Compensation			69

Certain Relationships and Related Party Transactions			70

Security Ownership of Certain Beneficial Owners, Directors and Management			73

Delinquent Section 16(a) Reports			77

Non-GAAP Financial Measures			78

Additional Information			80

Information Requests			80

Other Business			80

Special note regarding forward-looking statements

This proxy statement (“Proxy Statement”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “appears,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements contained in this Proxy Statement include, but are not limited to, statements about our environmental, social and corporate governance plans and goals.

The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors, including those described in our filings with the Securities and Exchange Commission, including our Annual Report Form 10-K for the year ended December 31, 2020. We caution you that the foregoing list may not contain all of the forward-looking statements made in this Proxy Statement. You should not rely upon forward-looking statements as predictions of future events.

All forward-looking statements are based on information and estimates available to us at the time of this Proxy Statement and are not guarantees of future performance. We undertake no obligation to update any forward-looking statements made in this Proxy Statement to reflect events or circumstances after the date of this Proxy Statement or to reflect new information or the occurrence of unanticipated events, except as required by law.

Proxy Statement Summary

This summary highlights selected financial, corporate governance and executive compensation information that is presented in greater detail elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and we encourage you to read the entire Proxy Statement carefully before voting.

About Eventbrite

Eventbrite, Inc. (“Eventbrite,” the “Company,” “we,” “us” or “our”) is a global self-service ticketing and experience technology platform that serves event creators and empowers their success. Our mission is to bring the world together through live experiences, and since inception, we have been at the center of the experience economy, helping to transform the way people organize and attend events.

The global COVID-19 pandemic has tested this mission in unprecedented ways. Even as people around the world follow guidance to practice social distancing, we believe in the enduring human need to connect and feel part of a community. This desire to share ideas, entertain and learn from one another remains as strong as ever. For more than a decade, Eventbrite has been there, meeting this core need and sparking human connection.

We were founded with the vision of building a self-service platform that could enable anyone to create and sell tickets to live experiences. Event creators are our North Star. We have built—and continue to build—our platform to provide them with an intuitive, secure and reliable way to plan and execute their live events and scale their operations. We are still serving that initial vision today. In 2020, we helped more than 650,000 creators issue more than 230 million free and paid tickets across approximately 4.6 million events in nearly 180 countries.

Our Strategy

In the face of the COVID-19 crisis, we leveraged the disruption to the live events industry as an opportunity to hone our strategy for how we approach our market and deliver value to our core customers. We believe this strategy yields a differentiated approach to serving the needs of creators and consumers as live events return.

Our platform’s broad scale enables a unique understanding of event creators and has allowed us to build deep expertise in events. This, combined with our years of experience in building a scalable, self-service product, has enabled us to deliver a differentiated solution to meet the needs of our creators and drive their success, giving them the control and speed that comes with self-service.


		Eventbrite 2021 Proxy Statement		Page 1

Our strategy is to focus on frequent event creators who are passion-driven, entrepreneurial and who turn to us for the simplicity and ease with which they can get up and running. These frequent creators host live (virtual and/or in-person) events at least once a month, with an average of fewer than 50 attendees per event. They quickly build their audience, constantly evolve to meet the needs of their community and aim to make a career out of their events-based offering. In 2020, over two-thirds of all ticket fees were generated by these frequent creators, and they hosted five times more paid events than the average paid-event creator.

To grow, we seek to meet our event creators where they are and we focus on building the most intuitive product to help them more quickly grow their audience and scale their business efficiently.

We believe the key to our success will be the rapid development and improvement of our platform. To that end, we’ve made key investments in our engineering team in the last year. In addition to welcoming a seasoned Chief Technology Officer, Vivek Sagi, we welcomed a new VP of Engineering and two Technical Fellows. We will continue to invest in product and development as we support creators in rebuilding their businesses by providing an intuitive product to help them scale effortlessly.

2020 Business Highlights

The COVID-19 pandemic has had a profound impact on event creators, the live events industry and our company. We have been inspired by the fortitude and resourcefulness of our creator community, which has adapted quickly and creatively to an extremely challenging operating environment.

Many Eventbrite creators completely reinvented how they host events and attract audiences. Before March 2020, only 5% of events on Eventbrite were virtual. With restrictions on in-person gatherings, creators needed to quickly pivot. Eventbrite helped them bring more than one million virtual events to life last year by offering seamless integrations with Zoom and Vimeo as well as driving a global audience to these events. People all over the world embraced a new virtual reality to keep their connections alive and to grow personally, from online barre workouts and guitar lessons to quarantine book clubs and virtual tourism.

At the same time, online events were just one way creators kept their businesses going. During the summer, a new trend emerged: the drive-in. In 2020, Eventbrite hosted close to 20,000 drive-in events for more than two million people globally. This included everything from church services to comedy shows to fitness classes to “CarBaret” – that is, cabaret from the quarantined comfort of a car.

Along the way, creators have navigated ever-evolving restrictions on gatherings, implemented new health and safety protocols and overcome financial hardship to bring live experiences to their attendees. Their entrepreneurial spirit has helped unite people safely, at a time when we need connection most.


		Eventbrite 2021 Proxy Statement		Page 2

Since the start of 2021, we have felt the growing optimism and pent up demand to gather again. According to Bloomberg, as of April 1, 2021, COVID-19 vaccination campaigns in over 140 countries have administered more than 590 million doses, far exceeding the number of cases confirmed since the start of the pandemic, and paving the way to gather safely in person once again.

2020 Operational Highlights


			nearly
+650K	230M	4.6M	180
creators	free and paid tickets	events	countries

At the outset of the COVID-19 pandemic, we acted quickly to strengthen the company by focusing on our scalable self-service model, reducing ongoing costs by at least $100 million annually and raising capital to help us successfully execute our long-term strategy.

In 2020, we focused on three strategic objectives to prepare for the return of live events:


Delivering an intuitive self-service experience that helps creators get events up and running quickly and confidently	Creating flexible and efficient solutions that address our most active creators’ needs	Offering more ways to drive attendees to Eventbrite creators’ events

• revamped the event preview and publishing experience	• launched tools to simplify the management of multiple and serial events, sell add-ons, and offer promotions and discounts • introduced a new creator calendar to make it easier to manage portfolios of events	• enhanced our email campaigns tool • acquired ToneDen, a self-service social-marketing platform loved by independent event creators

These and other initiatives have helped more than half a million creators navigate the pandemic and prepare for the return of in-person events. They have also helped to cement Eventbrite in creators’ minds as an enduring, comprehensive, and robust platform for live events.


		Eventbrite 2021 Proxy Statement		Page 3

2020 Financial Highlights

The COVID-19 pandemic had a significant negative impact on our financial results in 2020. Although we have seen our revenue partially recover since March 2020, particularly as we saw live events return in some countries outside the United States where COVID-related mandates eased or ended, our net revenue and paid ticket volume remained well below historic averages as we closed out 2020.

•

Our 2020 net revenue fell to $106 million, a 67.8% decrease from the prior year, driven primarily by a reduction in paid ticket volume resulting from the effects of the COVID-19 pandemic.

•

Paid ticket volume decreased by 57.0% from 2019 to 2020, from 109.4 million paid tickets in 2019 to 47.1 million paid tickets in 2020.

•

Our 2020 operating expenses were $242.0 million, a 10% decrease from 2019, resulting primarily from the expense savings initiatives we announced in April 2020. Excluding COVID-19 related items, operating expenses were $180.2 million in 2020, a 33% year-over-year reduction.

•

Our 2020 gross profit was $43.7 million, a 78% decrease from $197.7 million in 2019, largely reflecting the year-to-year decline in revenue associated with the global COVID-19 pandemic.

•

Net loss for 2020 was $224.7 million as compared to $68.8 million for the full year 2019.

•

Adjusted EBITDA was a loss of $134.1 million in 2020, down from a loss of $5.6 million in 2019. See “Non-GAAP Financial Measures” for a reconciliation of Adjusted EBITDA to net loss, the most directly comparable financial measure calculated in accordance with U.S. generally accepted accounting principles (“GAAP”).

Ready for the Recovery

As vaccine distribution and virus containment set the stage for the return of in-person gatherings, the recovery of the live events economy is coming more clearly into view.

To assist with recovery efforts related to the pandemic, we have helped schedule over one million vaccine registrations across 9 countries and 40 U.S. states. Vaccine distribution has been the biggest and most important “event” of the year and thousands of organizations are leveraging Eventbrite because it’s easy, flexible and fast. The platform is not only contributing positively to vaccine distribution efforts but also hosting events that re-connect communities after a year apart.

Our COVID-19 Global Support Strategy

The global COVID-19 pandemic transformed life as we knew it and disrupted in-person events and gatherings over the past 12 months. Eventbrite rose to that challenge to support the live events community and help reinvent the industry alongside our creators.

Flexing our refund policy and offering credits to future events

At the very outset of the pandemic, we made changes to our refund policy to offer event creators more flexibility, including giving creators the option to offer gift cards and credits valid for future events.


		Eventbrite 2021 Proxy Statement		Page 4

Advocating on behalf of creators for live events industry relief

Eventbrite’s creators bring people together, while driving small business growth and adding immeasurable value to the social and cultural fabric of their communities. They are self-employed, sole proprietors and small businesses who use Eventbrite to earn income, and the impact of COVID-19 has been devastating to them.

Throughout 2020, we advocated for creators to ensure that the future of live experiences was a top priority for U.S. lawmakers. We mobilized our creator community to support federal relief programs created by the CARES Act, which established the Paycheck Protection Program (PPP).

Eventbrite was also an early supporter and partner to the National Independent Venue Association (NIVA), whose mission is to preserve and nurture the ecosystem of independent venues and promoters throughout the United States. After months of lobbying by NIVA, Congress passed a COVID-19 relief bill that included $15 billion in grants to eligible live music operators and promoters, live performing arts organizations, comedy clubs, museums, movie theaters and talent representatives.

Eventbrite has also made a donation to NIVA to support their work in 2021 and continues to push for relief on behalf of event producers around the world.

Helping creators pivot their businesses to virtual

Eventbrite hosted nearly 5 million events in 2020; one-third of which were virtual as the live event community embraced online experiences to keep connection alive. Over the past 12 months, we’ve helped hundreds of thousands of creators reach new global audiences virtually and create new revenue at a time when they needed it most.

Helping to navigate the safe return to in-person experiences

To help navigate the return of in-person gatherings, we created a COVID-19 Safety Playbook for Events in collaboration with risk management and health experts from The Chertoff Group, and informed by guidance from the World Health Organization and the Center for Disease Control. Eventbrite is committed to giving creators confidence and attendees comfort in the safety of live events as the world begins to reopen and gather again.

Our Social Impact Strategy

In 2019, we launched our social impact initiative to cultivate deeper connections with one another, our communities and the planet. We set a multi-year three-pronged strategy to help us achieve the positive social and environmental impact we want to have on the world while furthering our business objectives.

Our Vision: To amplify the power of connection through live experiences.


		Eventbrite 2021 Proxy Statement		Page 5


		Eventbrite 2021 Proxy Statement		Page 6


		Eventbrite 2021 Proxy Statement		Page 7


		Eventbrite 2021 Proxy Statement		Page 8

Sustainable Development Goals Alignment

Our social impact strategy draws upon the 17 Sustainable Development Goals (SDGs), adopted by all United Nations Member States, which are a blueprint to build a better world for people and our planet by 2030. We identified for extra focus those SDGs where Eventbrite is most suited to make a significant impact, including:

•

SDG Goal 3: “Ensure healthy lives and promote well-being for all at all ages.” Amplifying the power of connection addresses a key health concern. The mental and physical effects of loneliness are tied to risks of mortality with studies indicating general community samples with strong social relationships are likely to remain alive longer than similar individuals with poor social relations regardless of participants’ age or socioeconomic status.

•

SDG Goal 11: “Make cities and human settlements inclusive, safe, resilient and sustainable.” Our key initiatives will address one of the goal’s targets to “substantially increase the number of cities and human settlements adopting and implementing integrated policies and plans towards inclusion, resource efficiency, mitigation and adaptation to climate change, and resilience to disasters.”

Diversity, Equity and Inclusion

At Eventbrite, we believe in the value of fostering diversity, equity and inclusion through evidence-based practices across our organization. Doing so is better for the world, and better for Eventbrite.

LOGO


		Eventbrite 2021 Proxy Statement		Page 9

In June 2020, we launched repeatable and measurable commitments to Diversity, Equity and Inclusion at the Company. Our commitments are the following:

Commitment #1: Hire and retain a more diverse, equitable and inclusive team

At the executive and board level, we are working to diversify both areas with a focus on non-white and intersectional and other diverse backgrounds. At the global Eventbrite team level, we strive to exceed the average representation of female and underrepresented ethnicities in tech. We are also committed to paying and promoting female and ethnically underrepresented Britelings at an equal rate to their majority peers. In Q3 2020, we added two world class leaders to Eventbrite: Vivek Sagi, our Chief Technology Officer, and Naomi Wheeless, an independent director on our Board. We also conducted a formal pay equity review in Q4 2020, which generally reflected that we pay our employees equitably. Since launching this commitment, we have increased our percentage of ethnically-underrepresented Britelings as well as the day-to-day engagement of our female and underrepresented Britelings.

Commitment #2: Provide resources to cultivate a culture of inclusion

We commit to developing workshops and learning opportunities for all employees aimed at increasing inclusion at Eventbrite. In Q4 2020, we hosted a series of monthly programs covering topics across the spectrum of inclusion. We hope to continue reviewing and refining this commitment in 2021 to ensure we are making meaningful progress.

Commitment #3: Support social justice on the Eventbrite platform and beyond

We commit to using our platform and marketing channels to amplify creators and attendees who represent diversity across gender, race and ethnicity, and to promote racial and social justice, equality, equity and civic action. For example, in June 2020, we leveraged our platform to create a curated event collection to highlight events related to racial equity, such as online workshops on anti-racism and allyship. This collection expanded our creators’ reach, message and impact, garnering over 280,000 collection page views.

Further, we commit to evaluating and prioritizing diversity in our vendors to ensure that we partner with companies that operate with similar goals as outlined in this commitment. In August 2020, we joined a coalition of companies to understand how our partners invest in diversity, equity and inclusion. As a first step, the coalition asked its mutual key suppliers to complete a confidential survey asking for data on the representation, recruitment, retention and advancement of women, racial minorities and LGBTQ individuals in their employee base and among leadership. We plan to extend this survey to additional partners in 2021.

In July 2020, we partnered with HeadCount, a non-partisan organization that registers voters at events, to launch Ticket To Vote, a program designed to enhance voter turnout in the U.S. Presidential Election. This partnership allowed event creators to provide attendees with voter registration information when buying tickets to events. We furthered our commitment to a fair and equal democracy in early 2021 by signing on to a joint statement encouraging lawmakers to support the John Lewis Voting Rights Advancement Act.


		Eventbrite 2021 Proxy Statement		Page 10

In March 2021, we joined over 190 supporters from across the business community as an anchor signatory in supporting the PL+US Campaign for Paid Family and Medical Leave. This took the form of a joint letter to Congress advocating for a national framework on paid family and medical leave policy. Our support is rooted in Eventbrite’s experience of offering and championing paid family leave as a core Briteling benefit, and our belief that a federal program for paid family and medical leave can advance gender and racial equity, stem the historic tide of women leaving the workforce and provide low-wage earners the time they need to care for themselves and their families.

Leadership and Corporate Governance

Executive Team

We believe we have built a strong and effective executive team, with a diversity of experience and depth of expertise. With a combined tenure of more than 40 years of operating in a C-level capacity at companies comparable to ours, we believe this team has the breadth and depth to set strategic vision and make critical decisions that will benefit the business for the long-term.

Our executive officers are:

•

Julia Hartz, Co-Founder and Chief Executive Officer

•

Lanny Baker, Chief Financial Officer

•

Vivek Sagi, Chief Technology Officer

Director Nominees and Continuing Directors

The following table provides summary information about each of our director nominees and continuing directors. Please see pages 21 to 38 for more information.

Name

Age

Eventbrite
Director
Since

Independent

Audit
Committee

Compensation
Committee

Nominating
and Corporate
Governance
Committee

Nominees for election at the 2021 Annual Meeting (Class III)

Kevin Hartz

2005

Sean Moriarty

2010

Yes

∎

LOGO

Naomi Wheeless

2020

Yes

∎

Directors continuing in office until the 2022 Annual Meeting (Class I)

Roelof Botha

2009

Yes

∎

Jane Lauder

2018

Yes

∎

Steffan Tomlinson

2016

Yes

LOGO

Directors continuing in office until the 2023 Annual Meeting (Class II)

Katherine August-deWilde

2016

Yes

∎

LOGO

Julia Hartz

2016

Chair

∎ Member

Helen Riley

2018

Yes

∎


		Eventbrite 2021 Proxy Statement		Page 11

Corporate Governance Strengths

We believe that effective corporate governance practices are essential to a well-run business and should be tailored to a company’s operations. We strive to implement thoughtful corporate governance practices that are aligned with our business and the long-term interests of our stockholders.

Our corporate governance practices include:

•

split Chief Executive Officer and Chairman roles

•

except for our Chief Executive Officer and Chairman, all directors on the Board of Directors (“Board”) are independent

•

all Board committee members are independent

•

regular executive sessions of independent directors

•

a diverse Board of sophisticated and engaged directors with different areas of relevant expertise

•

an active role in risk management oversight by our Board

•

annual Board and committee self-evaluations overseen by the Nominating and Corporate Governance Committee

•

robust Code of Business Conduct and Ethics applicable to directors, officers and employees

•

periodic reviews of our corporate governance structure, including committee charters, Corporate Governance Guidelines and Code of Business Conduct and Ethics, to ensure they are appropriate for a company of our size and stage of development

•

rigorous management evaluation process

•

Compensation Committee oversight of executive succession planning

•

policy of no hedging or pledging of Eventbrite securities for current employees and directors


		Eventbrite 2021 Proxy Statement		Page 12

Voting and Meeting Information

What is the purpose of this Proxy Statement?

We are furnishing this Proxy Statement to you because the Board of Directors (“Board”) of Eventbrite, Inc. (“Eventbrite,” “we,” “us” or “our”) is inviting you to vote by soliciting your proxy at our 2021 Annual Meeting of Stockholders (“Annual Meeting”) which will take place online on June 9, 2021 at 8:00 a.m. Pacific Time.

This Proxy Statement summarizes information that is intended to assist you in making an informed vote on the proposals described in this Proxy Statement.

The approximate date we are first sending the Notice of Annual Meeting and accompanying proxy materials to stockholders, or sending a Notice Regarding the Availability of Proxy Materials and posting the proxy materials is April 28, 2021.

What matters are being voted on at the Annual Meeting?

You are being asked to vote on:

•

the election of three Class III directors to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified;

•

a proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021;

•

a non-binding advisory vote to approve the compensation of our named executive officers (the “Say-on-Pay Vote”); and

•

any other business as may be properly brought before the Annual Meeting.

How does the Board recommend I vote on these proposals?

The Board recommends a vote:

•

“FOR” the election of Kevin Hartz, Sean Moriarty and Naomi Wheeless as Class III directors;

•

“FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and

•

“FOR” the approval, on a non-binding advisory basis, of the compensation of our named executive officers.

Who is entitled to vote?

Holders of either class of our common stock as of the close of business on April 12, 2021, the record date for the Annual Meeting (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, there were 73,117,941 shares of our Class A common stock and 20,467,083 shares of our Class B common stock outstanding. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this Proxy Statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors.


		Eventbrite 2021 Proxy Statement		Page 13

Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B common stock is entitled to 10 votes on each proposal. Our Class A common stock and Class B common stock are collectively referred to in this Proxy Statement as our “common stock.”

Registered Stockholders

If shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice of Annual Meeting (“Notice”) was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual Meeting. Throughout this Proxy Statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders

If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock live at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use. Throughout this Proxy Statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

What do I need to be able to attend the Annual Meeting online?

We will be hosting our Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/EB2021. The webcast will start at 8:00 a.m. Pacific Time on June 9, 2021. Stockholders may vote and ask questions while attending the Annual Meeting online. In order to be able to attend the Annual Meeting, you will need the 16-digit control number, which is located on your Notice, on your proxy card or in the instructions accompanying your proxy materials. Instructions on how to participate in the Annual Meeting are also posted online at www. proxyvote.com.

How many votes are needed to approve each proposal?

Proposal One

The election of directors requires a plurality of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. “Plurality” means that the nominees who receive the largest number of votes cast “FOR” such nominees are elected as directors. As a result, any shares not voted “FOR” a particular nominee, whether as a result of stockholder abstention or a broker non-vote (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter) will not be counted in such nominee’s favor and will have no effect on the outcome of the election.


		Eventbrite 2021 Proxy Statement		Page 14

Proposal Two

The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021 requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal Three

The approval, on a non-binding advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal.

What is the quorum requirement?

A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our amended and restated bylaws and Delaware law. The presence, in person or by proxy, of a majority of the voting power of all issued and outstanding shares of our common stock entitled to vote on the Record Date will constitute a quorum at the Annual Meeting. Abstentions, withhold votes and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

How do I vote?

If you are a stockholder of record, there are four ways to vote:

by Internet at www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on June 8, 2021 (have your Notice or proxy card in hand when you visit the website);

by toll-free telephone at 1-800-690-6903, until 11:59 p.m. Eastern Time on June 8, 2021 (have your Notice or proxy card in hand when you call);

by completing and mailing your proxy card (if you received printed proxy materials); or

by Internet during the Annual Meeting. Instructions on how to attend and vote at the Annual Meeting are described at www.virtualshareholdermeeting.com/EB2021.

In order to be counted, proxies submitted by telephone or Internet must be received by 11:59 p.m. Eastern Time on June 8, 2021. Proxies submitted by U.S. mail must be received before the start of the Annual Meeting.

If you are a street name stockholder, please follow the instructions from your broker, bank or other nominee to vote by Internet, telephone or mail. Street name stockholders may not vote via the Internet at the Annual Meeting unless they receive a legal proxy from their respective brokers, banks or other nominees.


		Eventbrite 2021 Proxy Statement		Page 15

Can I change my vote?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

•

notifying our Corporate Secretary, in writing, at Eventbrite, Inc., 22 Cleveland Street, San Francisco, California 94103 before the vote is counted;

•

voting again using the telephone or Internet before 11:59 p.m. Eastern Time on June 8, 2021 (your latest telephone or Internet proxy is the one that will be counted); or

•

attending and voting during the Annual Meeting. Simply logging into the Annual Meeting will not, by itself, revoke your proxy.

If you are a street name stockholder, you may revoke any prior voting instructions by contacting your broker, bank or nominee.

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board. Julia Hartz, Lanny Baker and Julia Taylor have been designated as proxy holders by our Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares represented by proxies will be voted in accordance with the recommendations of our Board as described above. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares represented by proxies. If the Annual Meeting is adjourned, the proxy holders can vote the shares represented by proxies on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

What is the effect of abstentions and broker non-votes?

Votes withheld from any nominee, abstentions and broker non-votes are counted as present for purposes of determining the presence of a quorum. Shares voting “withheld” have no effect on the election of directors. Abstentions have the same effect as a vote “against” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 and the Say-on-Pay Vote.

Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021. Absent direction from you, your broker will not have discretion to vote on Proposal One (election of directors) or Proposal Three (Say-on-Pay Vote), which are “non-routine” matters.


		Eventbrite 2021 Proxy Statement		Page 16

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

In accordance with the rules of the U.S. Securities and Exchange Commission (“SEC”), we have elected to furnish our proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 1, 2021 (“2020 Annual Report”), primarily via the Internet. On April 28, 2021, we mailed to our stockholders a Notice that contains instructions on how to access our proxy materials on the Internet, how to vote at the meeting and how to request printed copies of the proxy materials and 2020 Annual Report. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual meetings of stockholders.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will provide preliminary voting results in the Current Report on Form 8-K and will provide the final results in an amendment to the Current Report on Form 8-K within four business days after they become available.

Who are proxies solicited for the Annual Meeting?

Our Board is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for the 2022 annual meeting of stockholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than December 29, 2021. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:


		Eventbrite 2021 Proxy Statement		Page 17

Eventbrite, Inc.

Attention: Corporate Secretary

22 Cleveland Street

San Francisco, California 94103

Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our amended and restated bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to such annual meeting, (ii) otherwise properly brought before such annual meeting by or at the direction of our Board or (iii) properly brought before such meeting by a stockholder of record entitled to vote at such annual meeting who has delivered timely written notice to our Corporate Secretary, which notice must contain the information specified in our amended and restated bylaws. Please see below for information regarding how to obtain a copy of our amended and restated bylaws.

To be timely for the 2022 annual meeting of stockholders, our Corporate Secretary must receive the written notice at our principal executive offices:

•

not earlier than February 12, 2022; and

•

not later than March 14, 2022.

In the event that we hold the 2022 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, then, for notice by the stockholder to be timely, it must be received by our Corporate Secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such annual meeting is first made.

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting of stockholders does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

Nomination of Director Candidates

Holders of our common stock may propose director candidates for consideration by our Nominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for membership on our Board and should be directed to our Corporate Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see the section titled “Information Regarding the Board and Corporate Governance—Director Nomination Process—Stockholder Recommendations and Nominees.”


		Eventbrite 2021 Proxy Statement		Page 18

In addition, our amended and restated bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our amended and restated bylaws. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our amended and restated bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time periods described above under the section titled “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.

Availability of Bylaws

A copy of our amended and restated bylaws is available via the SEC’s website at http://www.sec.gov. You may also contact our Corporate Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

Why is this Annual Meeting being held virtually?

We are excited to embrace the latest technology to provide ease of access, real-time communication and cost savings for our stockholders and our company. Hosting a virtual meeting provides easy access for our stockholders and facilitates participation because stockholders can participate from any location around the world.

You will be able to participate in the Annual Meeting of stockholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/EB2021. You will also be able to vote your shares electronically prior to or during the Annual Meeting.

Who pays for the cost of this proxy solicitation?

We pay the entire cost of preparing and distributing these proxy materials. In addition, we may reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may be solicited by certain of our directors, officers and employees, personally or by mail, telephone, facsimile, email or other means of communication (electronic or otherwise). No additional compensation will be paid for such services.


		Eventbrite 2021 Proxy Statement		Page 19

Proposal No. 1 | Election of Directors

Our Board has nine members. In accordance with our amended and restated certificate of incorporation, our Board is divided into three staggered classes of directors, with one class elected each year at the annual meeting of stockholders for a term of three years. At the Annual Meeting, three Class III directors are standing for election for a term that will expire in 2024.

The Board has nominated Kevin Hartz, Sean Moriarty and Naomi Wheeless for election as Class III directors at the Annual Meeting.

Each director is elected by a plurality of the voting power of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions and broker non-votes will have no effect on this proposal. The three director nominees receiving the highest number of “FOR” votes will be elected to hold office until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal.

Each of the nominees is a current Class III director and member of our Board and has consented to serve, if elected. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director. If, however, any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by our independent Board members present at the meeting. In the alternative, the proxies may vote only for the remaining nominees, leaving a vacancy on our Board. Our Board may fill such vacancy at a later date or reduce the authorized size of our Board.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.


		Eventbrite 2021 Proxy Statement		Page 20

Information Regarding Director Nominees and Current Directors

The biographies of each of the nominees above and continuing directors contain information regarding each such person’s service as a director, business experience, director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused our Board to determine that the person should serve as a director of our Company. In addition to the information presented below regarding each nominee’s and continuing director’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our Company and our Board. Finally, we value our directors’ experience in relevant areas of business management and on other boards of directors and board committees.

Nominees for Election to a Three-Year Term Expiring at the 2024 Annual Meeting of Stockholders

Kevin Hartz

Chairman of Eventbrite Board

Co-founder and CEO of A*

Age: 51

Eventbrite Director Since: 2005

Independent Director: No

Mr. Hartz co-founded our Company and has served as Chairman of our Board since August 2018 and has served on our Board since October 2005. Mr. Hartz is the co-founder and chief executive officer of A*. A* is an investor and a sponsor of several special purpose acquisition companies focused on the technology industry. From September 2016 until June 2018, Mr. Hartz served as a partner and entrepreneur in residence at Founders Fund, a venture capital investment fund. From October 2005 to September 2016, Mr. Hartz served as our Chief Executive Officer. From 2001 to 2015, Mr. Hartz co-founded and held various roles at Xoom Corporation, a publicly-traded payments processing company that was sold to PayPal in 2015, including serving as its chief executive officer from 2001 to 2005 and director from 2001 to 2015. Mr. Hartz holds a Masters of Studies degree in History from Oxford University and a Bachelor of Arts and Science in History and Applied Earth Science from Stanford University.

››	We believe that Mr. Hartz is qualified to serve as a member of our Board based on the perspective and experience he brings as our co-founder and former chief executive officer and his experience serving on a public company board.


		Eventbrite 2021 Proxy Statement		Page 21

Sean Moriarty

CEO of Leaf Group

Age: 51

Eventbrite Director Since: 2010

Committee Membership: Audit Committee, Compensation Committee (Chair)

Independent Director: Yes

Other Public Company Boards: Leaf Group

Mr. Moriarty has served on our Board since January 2010. Since August 2014, Mr. Moriarty has served as the chief executive officer and as a member of the board of directors of Leaf Group, a publicly-traded diversified media platform company. Mr. Moriarty previously served as the chief executive officer of Saatchi Online, which operated Saatchi Art, an online art gallery, from August 2013 to August 2014, prior to its acquisition by Leaf Group. From 2009 to 2012, Mr. Moriarty was an entrepreneur in residence at Mayfield Fund, a venture capital firm. From 2007 to 2009, Mr. Moriarty was president and chief executive officer of Ticketmaster, a live entertainment ticketing and marketing company, and he held various other positions at Ticketmaster from 2000 to 2006, including executive vice president, technology and chief operating officer. Mr. Moriarty served on the Ticketmaster board of directors from 2008 to 2009. Mr. Moriarty attended graduate school at Boston University and the University of South Carolina and holds a Bachelor of Arts in English from the University of South Carolina.

››	We believe that Mr. Moriarty is qualified to serve as a member of our Board due to his executive experience at Ticketmaster and his breadth of leadership experience.

Naomi Wheeless

Global Head of Customer Success at Square

Age: 39

Eventbrite Director Since: 2020

Committee Membership: Nominating and Corporate Governance Committee

Independent Director: Yes

Ms. Wheeless has served on our Board since September 2020. Since 2017, Ms. Wheeless has served as the Global Head of Customer Success at Square, a publicly-traded company that provides payments, financial and marketing services. From August 2014 to August 2017, Ms. Wheeless served as the Senior Vice President of Operations at Capital One, a financial holding company. Ms. Wheeless also previously served on the board of directors of two non-profit organizations. Ms. Wheeless holds a Master of Business Administration from American Intercontinental University and a Bachelor of Science from the Ohio State University.

››	We believe that Ms. Wheeless is qualified to serve as a member of our Board due to her leadership experience in customer success at a payments-based technology company.


		Eventbrite 2021 Proxy Statement		Page 22

Directors Continuing in Office Until the 2022 Annual Meeting of Stockholders

Roelof Botha

Eventbrite Lead Independent Director

Managing Member, Sequoia Capital

Age: 47

Eventbrite Director Since: 2009

Committee Membership: Compensation Committee

Independent Director: Yes

Other Public Company Boards: MongoDB, Square, Unity Software, Natera

Mr. Botha has served on our Board since October 2009. Since January 2003, Mr. Botha has served in various positions at Sequoia Capital, a venture capital firm, including as a Managing Member since 2007. From 2000 to 2003, Mr. Botha served in various positions at PayPal, a payment processing and financial services company, including as chief financial officer. Mr. Botha has served on the board of directors of MongoDB, a publicly-traded general purpose database platform, since 2013, Square, Inc., a publicly-traded company that provides payments, financial and marketing services, since 2011, Unity Software, Inc., a publicly-traded company that provides a 3D and VR content development platform, since 2009, and Natera, a publicly-traded genetic testing company, since 2007. He also currently serves on the board of directors of a number of privately-held companies. Mr. Botha previously served on the board of directors of Xoom Corporation from May 2005 until its acquisition by PayPal in 2015. Mr. Botha holds a Master of Business Administration from the Stanford University Graduate School of Business and a Bachelor of Science in Actuarial Science, Economics and Statistics from the University of Cape Town.

››	We believe that Mr. Botha is qualified to serve as a member of our Board due to his knowledge of the technology industry and experience serving on the boards of directors of public companies.


		Eventbrite 2021 Proxy Statement		Page 23

Jane Lauder

EVP of Marketing and Chief Data Officer at The Estée Lauder Companies

Age: 47

Eventbrite Director Since: 2018

Committee Membership: Nominating and Corporate Governance Committee

Independent Director: Yes

Other Public Company Boards: The Estée Lauder Companies

Ms. Lauder has served on our Board since November 2018. Since July 2020, Ms. Lauder has been the EVP of Marketing and Chief Data Officer at The Estée Lauder Companies. From April 2014 to June 2020, Ms. Lauder was the Global Brand President of Clinique, a skincare and cosmetics brand owned by The Estée Lauder Companies. Immediately prior to that, Ms. Lauder served as Global President, General Manager of the Origins, Ojon and Darphin brands of Estée Lauder. From July 2008 until July 2010, Ms. Lauder served as Senior Vice President/General Manager of the Origins brand. Ms. Lauder began her career with Estée Lauder in 1996 at Clinique and served in various positions at Estée Lauder until July 2006, when she became Senior Vice President, Global Marketing for Clinique. Since 2009, she has served on the board of directors of The Estée Lauder Companies. Ms. Lauder holds a Bachelor of Arts in History from Stanford University.

››	We believe that Ms. Lauder is qualified to serve as a member of our Board because of her management and leadership experience and experience serving on the board of directors of a public company.

Steffan Tomlinson

CFO of Confluent

Age: 49

Eventbrite Director Since: 2016

Committee Membership: Audit Committee (Chair)

Independent Director: Yes

Other Public Company Boards: Cornerstone OnDemand

Mr. Tomlinson has served on our Board since February 2016. He currently serves as chief financial officer of Confluent, a cloud-based data management platform. From April 2019 to June 2020, he served as chief financial officer of Google Cloud, an Alphabet company. From February 2012 to March 2018, Mr. Tomlinson served as chief financial officer of Palo Alto Networks, a publicly-traded cyber security company. From September 2011 to January 2012, Mr. Tomlinson served as chief financial officer at Arista Networks, a provider of cloud networking solutions. From April 2011 to September 2011, Mr. Tomlinson was a partner and chief administrative officer at Silver Lake Kraftwerk, a private investment firm.


		Eventbrite 2021 Proxy Statement		Page 24

From 2005 to 2011, Mr. Tomlinson served as chief financial officer at Aruba Networks, a provider of intelligent wireless LAN switching systems. Since May 2017, Mr. Tomlinson has served on the board of directors of Cornerstone OnDemand, a publicly-traded company providing cloud-based learning and talent management solutions. He also previously served on the boards of directors of Qlik Technologies, a publicly-traded data analytics platform, from 2013 to 2016. Mr. Tomlinson holds a Master of Business Administration from Santa Clara University and a Bachelor of Arts in Sociology from Trinity College.

››

We believe that Mr. Tomlinson is qualified to serve as a member of our Board and Chair of our Audit Committee due to his background as a member of the board of directors and audit committee of other public companies and his financial and accounting expertise from his experience as chief financial officer of publicly-traded companies.

Directors Continuing in Office Until the 2023 Annual Meeting of Stockholders

Katherine August-deWilde

Vice Chair of First Republic Bank

Age: 73

Eventbrite Director Since: 2016

Committee Membership: Compensation Committee, Nominating and Corporate Governance Committee (Chair)

Independent Director: Yes

Other Public Company Boards: Sunrun, TriNet Group

Ms. August-deWilde has served on our Board since February 2016. Ms. August-deWilde is currently the Vice Chair of First Republic Bank, a commercial bank specializing in private banking, business banking and wealth management, a position she has held since the beginning of 2016. Ms. August-deWilde has served as an executive at First Republic Bank since 1985 and previously served as chief operating officer from 1993 to 2014 and president from 2007 to 2015. Ms. August-deWilde has served on the board of directors of First Republic Bank since 1988, Sunrun, a publicly-traded solar panel and energy company, since 2016, and TriNet Group, a publicly-traded human resources software solution company, since 2013. She also currently serves on the board of directors of a number of privately-held companies. Ms. August-deWilde is currently a member of the Board of Directors of Tipping Point Community. Ms. August-deWilde holds a Master of Business Administration from the Stanford Graduate School of Business and a Bachelor of Arts in History from Goucher College.

››	We believe that Ms. August-deWilde is qualified to serve as a member of our Board due to her leadership experience and experience serving on the boards of directors of public companies.


		Eventbrite 2021 Proxy Statement		Page 25

Julia Hartz

Co-founder and CEO of Eventbrite

Age: 41

Eventbrite Director Since: 2016

Independent Director: No

Ms. Hartz co-founded our Company and has served as our Chief Executive Officer and a member of our Board since April 2016. From 2006 to April 2016, Ms. Hartz served as our President, focusing on marketing, finance, customer support and employee experience. From 2001 to 2005, Ms. Hartz served in various series development positions at FX Networks and MTV Networks. Ms. Hartz is currently a member of the boards of directors of Four Seasons and UCSF. Ms. Hartz holds a Bachelor of Arts in Telecommunications from Pepperdine University.

››	We believe that Ms. Hartz is qualified to serve as a member of our Board based on the perspective and experience she brings as our co-founder and Chief Executive Officer.

Helen Riley

CFO of X, an Alphabet company

Age: 45

Eventbrite Director Since: 2018

Committee Membership: Audit Committee

Independent Director: Yes

Ms. Riley has served on our Board since July 2018. Since 2014, Ms. Riley has served as the chief financial officer at X, a research and development company and subsidiary of Alphabet, a publicly-traded multinational conglomerate. From 2011 to 2013, Ms. Riley was the senior finance director of global marketing and global general and administration at Google, an Alphabet company. From 2013 to 2015, Ms. Riley was a finance director at Google, and she held various other positions in finance at Google from 2003 to 2012. Ms. Riley currently serves on the board of directors of WildAid, a wildlife conservation non-profit, and the board of directors of Marqueta, a private payment solutions company. Ms. Riley holds a Master of Business Administration from the Harvard Business School and a Bachelor of Arts in Philosophy, Politics and Economics and a Master of Arts from the University of Oxford.

››	We believe that Ms. Riley is qualified to serve as a member of our Board due to her knowledge of global finance and experience advising technology companies.


		Eventbrite 2021 Proxy Statement		Page 26

Director Skills Matrix

We believe that our Directors possess the relevant skills and experience necessary to establish a well-functioning Board that effectively oversees our strategy and management.

Director Skills

and Experience

Kevin
Hartz

Sean
Moriarty

Naomi
Wheeless

Roelof
Botha

Jane
Lauder

Steffan
Tomlinson

Katherine
August-
deWilde

Julia
Hartz

Helen
Riley

Board leadership as a board chair, lead director or committee chair

Financial expertise as a finance executive or CEO

Operating experience as an executive or consultant

Growth Company experience scaling small-to mid cap companies

International experience across various geos

P&L Experience at Scale as an executive or consultant


		Eventbrite 2021 Proxy Statement		Page 27

Information Regarding the Board and Corporate Governance

Board Leadership Structure

The positions of Chief Executive Officer and Chairman of our Board are separated. Kevin Hartz, one of our co-founders, serves as the Chairman of our Board, presides over meetings of our Board and holds such other powers and carries out such other duties as are customarily carried out by the Chairman of our Board. Our Board believes that separating these roles is appropriate as it allows us to pursue strategic and operational objectives while maintaining effective oversight and objective evaluation of corporate performance.

Our Board has adopted Corporate Governance Guidelines that provide that one of our independent directors will serve as our Lead Independent Director. Our Board has appointed Roelof Botha to serve as our Lead Independent Director. As Lead Independent Director, Mr. Botha presides over periodic meetings of our independent directors, serves as a liaison between the Chairman of our Board and the independent directors and as a liaison between our Chief Executive Officer and the rest of the Board, and performs such additional duties as our Board may otherwise determine and delegate.

Board Diversity

In identifying and evaluating candidates for the Board, the Nominating and Corporate Governance Committee considers the diversity of the Board, which includes diversity of skills, experience and backgrounds as well as ethnic and gender diversity. We believe that our Board nominees reflect an appropriate mix of skills, experience and backgrounds, and strike the right balance of tenured and newer directors.

Board Oversight of Risk

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of risks our Company faces, while our Board, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our Board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

Our Board believes that open communication between management and our Board is essential for effective risk management and oversight. Our Board meets with our Chief Executive Officer and other members of the senior management team at quarterly meetings of our Board, where, among other topics, they discuss strategy and risks facing our company, as well at such other times as they deemed appropriate.


		Eventbrite 2021 Proxy Statement		Page 28

While our Board is ultimately responsible for risk oversight, our Board committees assist our Board in fulfilling its oversight responsibilities in certain areas of risk. For example:

•

the full Board oversees the management of risk related to our business strategy and operations, receives risk reports from our management team and committees and evaluates the risks inherent in significant transactions;

•

our Audit Committee oversees the management of risks associated with financial reporting and disclosure controls and procedures, legal and regulatory compliance, financial exposure and risks associated with internal controls over financial reporting, liquidity, privacy and cyber security;

•

our Nominating and Corporate Governance Committee oversees the management of risks associated with Board organization, membership and structure and corporate governance; and

•

our Compensation Committee oversees the management of risks associated with our compensation programs, plans, policies and practices for named executive officers and other employees.

Director Independence

Our Board assesses the independence of each of our directors at least annually, and has determined that other than Mr. and Ms. Hartz, all current directors and director nominees are independent in accordance with the listing standards of the New York Stock Exchange and the applicable rules and regulations of the SEC. Ms. Hartz is not considered independent because she is our Chief Executive Officer, and Mr. Hartz is not independent because he is married to Ms. Hartz and is our former Chief Executive Officer. In making these determinations, the Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

In addition, the Board has determined that each member of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee is independent and, in the case of the Audit Committee and the Compensation Committee, meets the heightened independence requirements applicable to each such committee in accordance with the listing standards of the New York Stock Exchange and the applicable rules and regulations of the SEC.


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Board Meetings

Our Board met 18 times during 2020. Each director attended at least 75% of the total number of 2020 meetings of the Board and of each Committee on which he or she served. We encourage all directors and director nominees to attend the Annual Meeting; however, attendance is not mandatory. All of our directors attended the 2020 Annual Meeting of Stockholders.

Board Committees

Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Members of these committees serve until their resignation or until as otherwise determined by our Board. Each committee operates under a written charter adopted by the Board, which is available at https://investor.eventbrite.com/. The composition and primary responsibilities of each of these committees is described below.

Audit Committee



Members^(a):		The Audit Committee’s primary duties include:

Sean Moriarty Helen Riley Steffan Tomlinson (Chair; Financial Expert) Meetings in fiscal 2020: 9		• selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; • evaluating the independence and performance of the independent registered public accounting firm; • discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end results of operations; • developing procedures for employees to submit complaints and concerns anonymously about questionable accounting or audit matters; • reviewing our policies on risk assessment and risk management; • reviewing related party transactions; • reviewing any major issues related to the adequacy of our internal control procedures and any steps taken to deal with such issues; and • approving or, as required, pre-approving, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

(a) Each member of our Audit Committee meets the requirements for independence under the listing standards of the New York Stock Exchange and SEC rules and regulations. Each member of our Audit Committee also meets the financial literacy and sophistication requirements of the listing standards of the New York Stock Exchange.


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Compensation Committee



Members^(a):		The Compensation Committee’s primary duties include^(b):

Katherine August-deWilde Roelof Botha Sean Moriarty (Chair) Meetings in fiscal 2020: 4		• reviewing the compensation of our Chief Executive Officer and making recommendations to our Board regarding her compensation; • reviewing, approving and determining the compensation of our executive officers other than our Chief Executive Officer; • reviewing and making recommendations to our Board regarding the compensation of the directors of the Company, including under equity compensation plans; • reviewing and approving, or making recommendations to our Board, regarding incentive compensation and equity compensation plans; and • overseeing executive succession planning.

(a) Each member of our Compensation Committee meets the requirements for independence under the listing standards of the New York Stock Exchange and SEC rules and regulations.

(b) Pursuant to our 2018 Stock Option and Incentive Plan (the “2018 Plan”), our Compensation Committee may delegate to a committee, all or part of its authority to approve certain grants of equity awards to certain individuals, subject to certain limitations including the amount of awards that can be granted pursuant to such delegated authority.

Nominating and Corporate Governance Committee



Members^(a)(b):		The Nominating and Corporate Governance Committee’s primary duties include:

Katherine August-deWilde (Chair) Jane Lauder Naomi Wheeless Meetings in fiscal 2020: 5		• identifying and evaluating and making recommendations to our Board regarding nominees for election to our Board and its committees; • considering and making recommendations to our Board regarding the composition of our Board and its committees; • reviewing and assessing the adequacy of our Corporate Governance Guidelines and recommending any proposed changes to our Board; and • overseeing evaluations of the performance of our Board, committees, individual directors and management.

(a) Each member of our Nominating and Corporate Governance Committee meets the requirements for independence under the listing standards of the New York Stock Exchange and SEC rules and regulations.

(b) Lorrie Norrington was a member of our Nominating and Corporate Governance Committee until her resignation from the Board in August 2020. Ms. Norrington met the requirements for independence under the listing standards of the New York Stock Exchange and SEC rules and regulations.


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Compensation Committee Interlocks and Insider Participation

During 2020, Ms. August-deWilde and Messrs. Botha and Moriarty served on our Compensation Committee. No member of our Compensation Committee is or has been an officer or employee of our company. During 2020, Mr. Baker, our Chief Financial Officer, served on the board of directors of Leaf Group, the company for which Mr. Moriarty serves as chief executive officer and a member of the board of directors. Mr. Baker resigned from the board of directors of Leaf Group in August 2020. See the section titled “Certain Relationships and Related Party Transactions” for information about related party transactions involving members of our Compensation Committee or their affiliates.

Director Nomination Process

Identifying and Evaluating Nominees

Evaluation Process

The Board has delegated to the Nominating and Corporate Governance Committee the responsibility of identifying suitable candidates for nomination to the Board (including candidates to fill any vacancies that may occur) and assessing their qualifications in light of the policies and principles in our Corporate Governance Guidelines and the committee’s charter. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board’s approval as director nominees for election to the Board.

Qualifications

Our Nominating and Corporate Governance Committee uses a variety of methods for identifying and evaluating director nominees and will consider all facts and circumstances that it deems appropriate or advisable. In identifying and evaluating director candidates, our Nominating and Corporate Governance Committee will consider, among other factors:

•

the current size and composition of the Board and the needs of the Board and Board committees;

•

issues of character, ethics, integrity, judgment, diversity, independence, skills, education, expertise, business acumen, business experience, length of service and understanding of our business and industry;

•

diversity of background, which broadly includes differences of viewpoint, age, skill, gender, race and other individual characteristics;

•

proven achievement and competence in their field, ability to assist and support our management team, ability to make significant contributions to our success and an understanding of the fiduciary responsibilities that are required of a director;

•

sufficiency of time to perform their Board and committee responsibilities; and

•

other factors, including conflicts of interests.


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Stockholder Recommendations and Nominees

Stockholders may submit recommendations for director candidates to the Nominating and Corporate Governance Committee by sending the information set forth below to our Corporate Secretary at Eventbrite, Inc., 22 Cleveland Street, San Francisco, California 94103, who will forward all recommendations to the Nominating and Corporate Governance Committee.

Pursuant to the policies and procedures for director candidates set forth in our Nominating and Corporate Governance Committee charter, stockholder recommendations for director candidates must include the following information:

•

The name and address of record of the stockholder;

•

A representation that the stockholder is a record holder of the Company’s securities or, if the stockholder is not a record holder, evidence of ownership in accordance with Rule 14a-8(b)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

•

The name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the recommended director candidate;

•

A description of the qualifications and background of the recommended director candidate that addresses the criteria for Board membership approved by the Board from time to time and set forth in the Nominating and Corporate Governance Committee charter;

•

A description of all arrangements or understandings between the stockholder and the recommended director candidate;

•

The consent of the recommended director candidate (i) to be named in the proxy statement for the Company’s next meeting of stockholders and (ii) to serve as a director if elected at that meeting; and

•

Any other information regarding the recommended director candidate that is required to be included in a proxy statement filed pursuant to the rules of the SEC.

The Nominating and Corporate Governance Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

Communications with the Board

Stockholders or other interested parties may contact the Board or one or more of our directors by mailing correspondence to our General Counsel via U.S. Mail or Expedited Delivery Service to: Eventbrite, Inc., 22 Cleveland Street, San Francisco, California 94103, Attn: Board of Directors c/o General Counsel. Our legal team, in consultation with appropriate members of our Board as necessary, will review all incoming communications and, if appropriate, will forward such communications to the appropriate member(s) of the Board, or if none is specified, to the Chairman of the Board.


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Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our Board has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our Board has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. Copies of our Corporate Governance Guidelines and Code of Business Conduct and Ethics are available on our Internet website at https://investor.eventbrite.com and may also be obtained without charge by contacting our Corporate Secretary at Eventbrite, Inc., 22 Cleveland Street, San Francisco, California 94103. We intend to disclose any amendments to our Code of Business Conduct and Ethics, or waivers of its requirements, on our website or in filings under the Exchange Act, as required by the applicable rules and exchange requirements. During the fiscal year ended December 31, 2020, no waivers were granted from any provision of the Code of Business Conduct and Ethics that are required to be disclosed.


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Director Compensation

The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors for the year ended December 31, 2020. Directors who also serve as employees receive no additional compensation for their service as directors. During the fiscal year ended December 31, 2020, Ms. Hartz, our Chief Executive Officer, was an employee as well as a member of our Board and thus received no additional compensation for her services as a director. See the “2020 Summary Compensation Table” below for more information about Ms. Hartz’s compensation for the year ended December 31, 2020.

2020 Director Compensation Table


Name	Fees Earned or Paid in Cash($)⁽¹⁾	Stock Awards($)⁽²⁾	Option Awards($)⁽³⁾	All Other Compensation ($)	Total ($)

Katherine August-deWilde	48,500	93,476	87,502	-	229,478

Roelof Botha	56,000	93,476	87,502	-	236,978

Kevin Hartz	— (4)	93,476	87,502	-	180,978

Jane Lauder	38,751	93,476	87,502	-	219,729

Sean P. Moriarty	57,000	93,476	87,502	-	237,978

Lorrie M. Norrington(5)	24,640	93,476(6)	321,499(6)	-	439,615

Helen Riley	45,000	93,476	87,502	-	225,978

Steffan Tomlinson	55,000	93,476	87,502	-	235,978

Naomi Wheeless(7)	11,706	72,998	60,650	-	145,354

(1) The amounts reported represent the annual cash retainer and committee fees paid to or earned by each of our non-employee directors for services in the year ended December 31, 2020 pursuant to our director compensation policy. Each non-employee director other than Naomi Wheeless elected to receive such amounts in the form of unrestricted shares of our Class A common stock.

(2) The amounts reported represent the aggregate grant date fair value of the RSUs awarded to our non-employee directors in the year ended December 31, 2020, calculated in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). During 2020, each non-employee director, other than Ms. Wheeless, received a grant of 10,819 RSUs on May 21, 2020 with the grant date fair value shown in the table above and Ms. Wheeless received a grant of 6,181 RSUs on May 21, 2020 with the grant date fair value shown in the table above. The assumptions used in calculating the grant date fair value of the RSUs reported in this column are set forth in Note 12 to our Consolidated Financial Statements included in our 2020 Annual Report. The amounts reported in this column reflect the accounting cost for the RSUs and do not correspond to the actual economic value that may be received by the director upon settlement of such RSUs. The RSUs are for shares of our Class A common stock, granted pursuant to our director compensation policy, and vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to the director’s continued service through such date. Notwithstanding the vesting schedule, such RSUs fully accelerate upon a “sale event,” as defined in the 2018 Plan. Each non-employee director, except Ms. August-deWilde and Messrs. Botha, Moriarty and Tomlinson, elected to defer settlement of his or her annual RSU retainer award in the form of deferred stock units.


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(3) The amounts reported represent the aggregate grant date fair value of the stock options awarded to our non-employee directors in the year ended December 31, 2020, calculated in accordance with ASC Topic 718. During 2020, each non-employee director, other than Ms. Wheeless, received a grant of 20,302 stock options on May 21, 2020 with the grant date fair value shown in the table above and Ms. Wheeless received a grant of 10,403 stock options on May 21, 2020 with the grant date fair value shown in the table above. During 2020, Ms. Norrington also received stock options in connection with advisory services described in Footnote 6. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 12 to our Consolidated Financial Statements included in our 2020 Annual Report. The amounts reported in this column reflect the accounting cost for the stock options and do not correspond to the actual economic value that may be received by the director upon exercise of such stock options. The shares subject to the stock options are for our Class A common stock, and unless as otherwise noted, are granted pursuant to our director compensation policy, and vest and become exercisable in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of stockholders, subject to the director’s continued service through such date. Notwithstanding the vesting schedule, the stock options fully accelerate upon a “sale event,” as defined in the 2018 Plan.

(4) Mr. Hartz agreed to forgo his annual cash retainer earned for services in the year ended December 31, 2020.

(5) Ms. Norrington resigned from the Board effective August 19, 2020.

(6) In connection with Ms. Norrington’s resignation, the Board determined that the option and RSU granted to Ms. Norrington on May 21, 2020 would vest in full. In addition, on September 30, 2020, we entered into an independent contractor agreement with Ms. Norrington, pursuant to which she was granted (i) an option to purchase 27,692 shares with a grant date fair value of $125,999, which option vested in full on August 19, 2020 and (ii) options covering an aggregate of 23,736 shares with an aggregate grant date fair value of $107,999, which options vested as to 3,956 shares on each of September 1, 2020, October 1, 2020, November 1, 2020, December 1, 2020, January 1, 2021 and February 1, 2021. Amounts in the “Stock Awards” and “Option Awards” columns including the grant date fair value of all RSUs and options granted to Ms. Norrington in 2020, as applicable, including the annual option and RSUs granted in May 2020 under our non-employee director compensation policy and the options granted Ms. Norrington under the independent contractor agreement. Amounts in such column also include incremental fair value attributed to the vesting of the May 2020 option and RSUs, as applicable, approved by the Board in connection with Ms. Norrington’s resignation.

(7) Ms. Wheeless was appointed to our Board effective September 10, 2020.


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As of December 31, 2020, our non-executive directors held the following outstanding equity awards:


Name		Shares Subject to Outstanding Options

SEC Form DEF 14A filed by Eventbrite, Inc.