EVENTBRITE, INC., DEF 14A filed on 4/24/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Eventbrite, Inc.
Entity Central Index Key 0001475115
v3.25.1
Pay vs Performance Disclosure
$ / shares in Thousands
12 Months Ended
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Average Summary Compensation Table Total for Non-PEO NEOs
($)
Average Compensation Actually Paid to Non-PEO NEOs(1)
($)
Value of Initial Fixed $100 Investment Based on:
Year
Summary Compensation Table Total for PEO
($)
Compensation Actually Paid to PEO(1)
($)
Total Shareholder Return
($)
Peer Group Total Shareholder Return
($)(2)
Net Income (Loss)
($)
Net Revenue(3)
20246,498,392 (1,712,012)3,324,649 (122,827)16.66 251.10 (15,541,000)325,068,000 
20234,787,486 5,956,914 3,560,581 4,099,575 41.45 185.74 (26,479,000)326,134,000 
20229,635,989 (4,410,840)5,348,756 (3,905,584)
29.05
116.13
(55,384,000)260,927,000 
20216,500,718 4,152,648 4,197,612 3,035,166 
86.47
181.00 (139,080,000)187,134,000 
20203,831,251 1,055,951 3,226,644 2,961,808 89.74 144.02 (224,718,000)106,006,000 
       
Company Selected Measure Name net revenue        
Named Executive Officers, Footnote Amounts represent compensation “actually paid” to our CEO, who was our Principal Executive Officer (“PEO”) and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:
YearPEONon-PEO NEOs
2024Julia HartzLanny Baker, Ted Dworkin, Vivek Sagi, Julia Taylor and Anand Gandhi
2023Julia HartzLanny Baker, Ted Dworkin, Vivek Sagi and Julia Taylor
2022Julia HartzLanny Baker and Vivek Sagi
2021Julia HartzLanny Baker and Vivek Sagi
2020Julia HartzLanny Baker, Vivek Sagi, Samantha Harnett and Patrick Poels
       
Peer Group Issuers, Footnote Represents the cumulative TSR (the “Peer Group TSR”) of the S&P North American Technology Index (the “Peer Group”).        
PEO Total Compensation Amount $ 6,498,392 $ 4,787,486 $ 9,635,989 $ 6,500,718 $ 3,831,251
PEO Actually Paid Compensation Amount $ (1,712,012) 5,956,914 (4,410,840) 4,152,648 1,055,951
Adjustment To PEO Compensation, Footnote
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the 2023 fiscal year, as adjusted as follows:
2024
AdjustmentsPEOAverage
non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY
(5,999,992)(2,931,448)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End
2,263,6441,496,581
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date
Increase/deduction for Awards Granted during Prior FYs that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End
(3,313,687)(1,002,566)
Increase/deduction for Awards Granted during Prior FYs that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date
(1,160,369)(473,961)
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End
(536,081)
Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY
Total Adjustments
(8,210,404)(3,447,476)
Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to:
(1)    For solely service-vesting RSUs, the closing price on December 31, 2024 or, in the case of vesting dates, the closing price on the applicable vesting dates, (2) for the Revenue PSUs, the same valuation methodology as used for the service-vesting RSUs except year-end values are multiplied by a factor reflecting achievement of the probable outcome of the revenue conditions as of the measurement date (which was 0% performance for the 2022 PSUs as of December 31, 2024, 30% performance for the 2023 PSUs as of December 31, 2024, and 17% performance for the 2024 PSUs, as of December 31, 2024), (3) for the 2022 Stock Price PSUs, the fair value calculated by a Monte Carlo simulation model as of December 31, 2024, which utilizes multiple input variables, including expected volatility of our share price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award, including the expected volatility of our share price relative to the applicable comparative index and a risk-free interest rate derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for the period, and (4) for stock options, a Black Scholes value as of December 31, 2024 or vesting date(s). For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in the Company’s Annual Reports on Form 10-K for the fiscal year ended December 31, 2024 and prior fiscal years.
       
Non-PEO NEO Average Total Compensation Amount $ 3,324,649 3,560,581 5,348,756 4,197,612 3,226,644
Non-PEO NEO Average Compensation Actually Paid Amount $ (122,827) 4,099,575 (3,905,584) 3,035,166 2,961,808
Adjustment to Non-PEO NEO Compensation Footnote
Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the 2023 fiscal year, as adjusted as follows:
2024
AdjustmentsPEOAverage
non-PEO NEOs
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY
(5,999,992)(2,931,448)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End
2,263,6441,496,581
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date
Increase/deduction for Awards Granted during Prior FYs that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End
(3,313,687)(1,002,566)
Increase/deduction for Awards Granted during Prior FYs that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date
(1,160,369)(473,961)
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End
(536,081)
Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY
Total Adjustments
(8,210,404)(3,447,476)
Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to:
(1)    For solely service-vesting RSUs, the closing price on December 31, 2024 or, in the case of vesting dates, the closing price on the applicable vesting dates, (2) for the Revenue PSUs, the same valuation methodology as used for the service-vesting RSUs except year-end values are multiplied by a factor reflecting achievement of the probable outcome of the revenue conditions as of the measurement date (which was 0% performance for the 2022 PSUs as of December 31, 2024, 30% performance for the 2023 PSUs as of December 31, 2024, and 17% performance for the 2024 PSUs, as of December 31, 2024), (3) for the 2022 Stock Price PSUs, the fair value calculated by a Monte Carlo simulation model as of December 31, 2024, which utilizes multiple input variables, including expected volatility of our share price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award, including the expected volatility of our share price relative to the applicable comparative index and a risk-free interest rate derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for the period, and (4) for stock options, a Black Scholes value as of December 31, 2024 or vesting date(s). For additional information on the assumptions used to calculate the valuation of the awards, see the Notes to Consolidated Financial Statements in the Company’s Annual Reports on Form 10-K for the fiscal year ended December 31, 2024 and prior fiscal years.
       
Compensation Actually Paid vs. Total Shareholder Return
Description of Relationship Between PEO and Average NEO Compensation Actually Paid and Company TSR
The following chart sets forth the relationship between compensation actually paid to our PEO, the average of the compensation actually paid to our other NEOs, each as set forth in the table above, and the Company’s cumulative TSR over the three-year period from 2020 through 2024.
1997
       
Compensation Actually Paid vs. Net Income
Description of Relationship Between PEO and Average NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our other NEOs, and our net income during years 2020 through 2024, each as set forth in the table above.
2571
       
Compensation Actually Paid vs. Company Selected Measure
Description of Relationship Between PEO and Average NEO Compensation Actually Paid and Net Revenue
The following chart sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our other NEOs, and our Net Revenue during years 2020 through 2024, each as set forth in the table above.
2918
       
Total Shareholder Return Vs Peer Group
Description of Relationship Between the Company TSR and Peer Group Index TSR
The following chart compares our cumulative TSR over the four-year period from 2020 through 2024 to that of our Peer Group over the same time period.
2226
       
Tabular List, Table Net revenue;
Adjusted EBITDA;
Stock Price; and
Total tickets.
       
Total Shareholder Return Amount $ 16.66 41.45 29.05 86.47 89.74
Peer Group Total Shareholder Return Amount 251.10 185.74 116.13 181.00 144.02
Net Income (Loss) $ (15,541,000) $ (26,479,000) $ (55,384,000) $ (139,080,000) $ (224,718,000)
Company Selected Measure Amount | $ / shares 325,068 326,134 260,927 187,134 106,006
PEO Name Julia Hartz        
Additional 402(v) Disclosure The Company selected net revenue as the Company-Selected Measure for 2024 because it was the most important financial performance measure (as determined by the Company) used to link compensation actually paid to our named executive officers to Company performance for the most recently completed fiscal year and it was a primary measure under the Company’s 2024 Bonus Plan for 2024.
Relationship Between Financial Performance Measures
The graphs below compare the relationship between compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, and (i) our cumulative TSR, (ii) our net income, and (iii) our net revenue, as well as the relationship between our cumulative TSR and our Peer Group TSR, in each case, for the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024.
TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested.
Given the emphasis in our executive compensation programs on long-term incentives in the form of options, RSUs and PSUs, the compensation actually paid to our NEOs for the four-year period from 2020 through 2024 is strongly aligned with our TSR performance during that period. Compensation actually paid for 2022 was significantly below the level for 2021 and negative for both our PEO and the average NEOs, in alignment with the decrease in our TSR. Compensation actually paid for 2023 significantly increased in line with our TSR improvement. Compensation actually paid for 2024 was significantly below the level for 2023 and negative for both our PEO and the average NEOs, in alignment with the decrease in our TSR. Compensation actually paid is less sensitive to our net income and revenue performance due to the strong correlation between compensation actually paid and our TSR performance, which we expect will continue to have a much larger impact on compensation actually paid. Thus, even though our net loss and revenues both improved significantly from 2020 levels, compensation actually paid decreased significantly in 2022 and 2024 in line with our TSR performance.
We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023:
For additional details regarding our performance measures, please see the Compensation Discussion and Analysis section of this Proxy Statement.
       
Measure:: 1          
Pay vs Performance Disclosure          
Name •Net revenue        
Measure:: 2          
Pay vs Performance Disclosure          
Name •Adjusted EBITDA        
Measure:: 3          
Pay vs Performance Disclosure          
Name •Stock Price        
Measure:: 4          
Pay vs Performance Disclosure          
Name •Total tickets        
Equity Awards, 2022 Performance Based Restricted Stock Units [Member]          
Pay vs Performance Disclosure          
Equity Valuation Assumption, Achievement Of Probable Outcome Of Revenue 0.00%        
Equity Awards, 2023 Performance Based Restricted Stock Units [Member]          
Pay vs Performance Disclosure          
Equity Valuation Assumption, Achievement Of Probable Outcome Of Revenue 30.00%        
Equity Awards, 2024 Performance Based Restricted Stock Units [Member]          
Pay vs Performance Disclosure          
Equity Valuation Assumption, Achievement Of Probable Outcome Of Revenue 17.00%        
PEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (8,210,404)        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,999,992)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,263,644        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,313,687)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,160,369)        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,447,476)        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,931,448)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,496,581        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,002,566)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (473,961)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (536,081)        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure The Compensation Committee monitors the Company's equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. When making regular annual equity grants, the Compensation Committee's practice is to approve them at its meeting in April as part of the annual compensation review. In addition, the Compensation Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or promotions. We do not schedule our equity grants in anticipation of the release of material non-public information ("MNPI"), nor do we time the release of MNPI based on equity grant dates.
Award Timing Method The Compensation Committee monitors the Company's equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. When making regular annual equity grants, the Compensation Committee's practice is to approve them at its meeting in April as part of the annual compensation review. In addition, the Compensation Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or promotions. We do not schedule our equity grants in anticipation of the release of material non-public information ("MNPI"), nor do we time the release of MNPI based on equity grant dates.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered We do not schedule our equity grants in anticipation of the release of material non-public information ("MNPI"), nor do we time the release of MNPI based on equity grant dates.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true