Eventbrite, Inc.

95 Third Street, 2nd Floor

San Francisco, CA 94103

April 27, 2023

Dear Eventbrite Shareholders:

We are pleased to invite you to attend Eventbrite, Inc.’s 2023 Annual Meeting of Shareholders, which will take place online via a live interactive audio webcast on June 8, 2023 at 8:00 a.m. Pacific Time. By hosting our Annual Meeting virtually, we are able to expand access to our global community of shareholders, 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 7 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,

Notice of 2023 Annual Meeting of Shareholders

Date: Thursday, June 8, 2023

Time: 8:00 a.m. Pacific Time

Place: www.virtualshareholdermeeting.com/EB2023

Record Date: Monday, April 10, 2023

Meeting Agenda:

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

Your vote is important. Shareholders of record at the close of business on April 10, 2023 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.

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting of Shareholders to be Held on June 8, 2023: The Notice Regarding the Availability of Proxy Materials is first being mailed on or about April 27, 2023 to shareholders entitled to vote at the Annual Meeting. The proxy statement and the annual report to shareholders are available at www.virtualshareholdermeeting.com/EB2023.

Table of Contents

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 (the “Exchange Act”), 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, and our strategy.

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 (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2022. 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, marketing, and experience technology platform. 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.

Eventbrite connects event creators - the people who bring others together to share their passions, artistry and causes through live experiences - with their audiences. Through our highly-scalable self-service platform, we enable event creators to plan, promote and sell tickets to their events. Our consumer-facing experiences enable event seekers to find experiences they love and serve as a demand generating engine for event creators. In 2022, more than 800,000 creators held over five million free and paid events using Eventbrite, issuing nearly 285 million tickets to consumers on our global marketplace.

2022 Business Highlights

In 2022, we built a stronger business and changed how we bring value to creators and consumers as an engine that drives event discovery and growth. We are embracing the opportunity to build the premier marketplace for live events and more innovations are ahead as we pursue a roadmap to improve marketing and demand generation tools and the consumer experience.

Impact at Eventbrite

Our mission is to bring the world together through live experiences, and it’s because of this mission and the way we operate as corporate citizens that we believe that we are bringing people and communities together in meaningful ways while focusing on building long-term value for our shareholders.

In April 2023, we published our first Corporate Responsibility Report, which details programs and initiatives across our operations that support our goal of fostering social connection and exemplify our commitment to our creator communities, our employees, who we call Britelings, our corporate governance, and our environmental impact. The report contains an appendix with both a priorities assessment and matrices aligning our disclosure with the Sustainability Accounting Standards Board (SASB) Internet Media & Services Sector standards. Our Corporate Responsibility Report is available on our website www.eventbrite.com/l/impact and investor.eventbrite.com. The contents posted on, or accessible through, our websites are not incorporated by reference in this Proxy Statement or in any other report or document we file with the SEC and may be revised by us at any time and from time to time. A selection of our impact highlights are provided below.

Connecting our Communities and People

Our Environment

Gathering is core to the human experience. We are committed to fostering our environment so that we all have a sustainable environment in which to gather. As described in our Corporate Responsibility Report, we conducted a global carbon assessment for the 2022 year and plan to continue to do so annually.

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:

Director Nominees and Continuing Directors

The following table provides summary information about each of our director nominees and continuing directors. Please see pages 13 to 22 for more information.

Effective May 15, 2023, Ms. Underwood will become a member of our Audit Committee.

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 shareholders.

Our corporate governance practices include:

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 2023 Annual Meeting of Shareholders (“Annual Meeting”) which will take place online on June 8, 2023 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 shareholders, or sending a Notice Regarding the Availability of Proxy Materials and posting the proxy materials is April 27, 2023.

What matters are being voted on at the Annual Meeting?

You are being asked to vote on:

How does the Board recommend I vote on these proposals?

The Board recommends a vote:

Who is entitled to vote?

Holders of either class of our common stock as of the close of business on April 10, 2023, the record date for the Annual Meeting (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, there were 81,994,007 shares of our Class A common stock and 17,640,167 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. Shareholders are not permitted to cumulate votes with respect to the election of directors. 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 Shareholders

If shares of our common stock are registered directly in your name with our transfer agent, you are considered the shareholder of record with respect to those shares, and the Notice of Annual Meeting (“Notice”) was provided to you directly by us. As the shareholder 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 shareholders as “shareholders of record.

Street Name Shareholders

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 shareholder 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 shareholder 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 shareholders who hold their shares through a broker, bank or other nominee as “street name shareholders.”

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 shareholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/EB2023. The webcast will start at 8:00 a.m. Pacific Time on June 8, 2023. Shareholders may vote and ask questions while attending the Annual Meeting online. In order 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 represented 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 a withhold vote 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.

Proposal Two

The ratification of the appointment of Moss Adams LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023 requires the affirmative vote of a majority of the voting power of the shares of our common stock present in person or represented 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 represented 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 or represented by proxy at the Annual Meeting to properly hold an annual meeting of shareholders and conduct business under our second amended and restated bylaws and Delaware law. The presence, in person or represented 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 shareholder of record, there are four ways to vote:

In order to be counted, proxies submitted by telephone or Internet must be received by 11:59 p.m. Eastern Time on June 7, 2023. Proxies submitted by U.S. mail must be received before the start of the Annual Meeting.

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

Can I change my vote?

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

If you are a street name shareholder, 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 shareholder. 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 Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 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 Moss Adams LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023. 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.

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 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, 2022 filed with the SEC on February 28, 2023 (“2022 Annual Report”), primarily via the Internet. On April 27, 2023, we mailed to our shareholders 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 2022 Annual Report. Shareholders 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 shareholders 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 shareholders.

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 is soliciting proxies 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.

I share an address with another shareholder and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which is permitted by SEC rules. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple shareholders who share the same address, unless we have received contrary instructions from one or more of such shareholders. This procedure reduces our printing costs, mailing costs and fees. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any shareholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a shareholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such shareholder may contact us at (415) 692-7779 or:

Eventbrite, Inc.

Attention: Investor Relations

95 Third Street, 2nd Floor

San Francisco, California 94103

Street name shareholders may contact their broker, bank or other nominee to request information about householding.

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

Shareholder Proposals

Shareholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of shareholders by submitting their proposals in writing to our Corporate Secretary in a timely manner. For a shareholder proposal to be considered for inclusion in our proxy statement for the 2024 annual meeting of shareholders, our Corporate Secretary must receive the written proposal at our principal executive offices not later than December 29, 2023. In addition, shareholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of shareholder proposals in company-sponsored proxy materials. Shareholder proposals should be addressed to:

Eventbrite, Inc.

Attention: Corporate Secretary

95 Third Street, 2nd Floor

San Francisco, California 94103

Our second amended and restated bylaws also establish an advance notice procedure for shareholders who wish to present a proposal before an annual meeting of shareholders but do not intend for the proposal to be included in our proxy statement. Our second amended and restated bylaws provide that the only business that may be conducted at an annual meeting of shareholders is business that is (i) specified in our notice of annual meeting given by or at the direction of our Board, (ii) if not specified in a notice of annual meeting, otherwise brought before such annual meeting by or at the direction of our Board or (iii) otherwise properly brought before such annual meeting by a shareholder present in person who (a) is a stockholder of record both at the time of the giving of notice required by our second amended and restated bylaws, (b) is entitled to vote at such annual meeting and (c) has delivered timely written notice in proper form to our Corporate Secretary, which notice must contain the information specified in our second amended and restated bylaws, in all applicable respects. Please see below for information regarding how to obtain a copy of our second amended and restated bylaws.

To be timely for the 2024 annual meeting of shareholders, our Corporate Secretary must receive the notice in proper written form at our principal executive offices:

In the event that we hold the 2024 annual meeting of shareholders more than 30 days prior to or more than 60 days after the one-year anniversary of the date of the Annual Meeting, then, for notice by the shareholder to be timely, it must be so delivered to, or mailed and 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 (i) the 90th day prior to such annual meeting or (ii) the tenth day following the day on which public announcement of the date of such annual meeting is first made by us.

If a shareholder who has properly notified us of his, her or its intention to present a proposal at an annual meeting of shareholders does not appear present in person 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 shareholder recommendations for director candidates, see the section titled “Information Regarding the Board and Corporate Governance—Director Nomination Process—Shareholder Recommendations and Nominees.”

In addition, our second amended and restated bylaws establish an advance notice procedure for stockholders who wish to nominate directors for election at an annual meeting of shareholders. To nominate a director, the shareholder must provide the information required by our second amended and restated bylaws. In addition, the shareholder must provide timely notice in proper written form to our Corporate Secretary in accordance with our second amended and restated bylaws, which, in general, require that the notice be delivered to, or mailed and received by, our Corporate Secretary within the time periods described above under the section titled “Shareholder Proposals” for shareholder proposals that are not intended to be included in a proxy statement. In addition to satisfying the foregoing requirements under our second amended and restated bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.

Availability of Bylaws

A copy of our second 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 shareholder 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 shareholders and our company. Hosting a virtual meeting provides easy access for our shareholders and facilitates participation because shareholders can participate from any location around the world.

You will be able to participate in the Annual Meeting of shareholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/EB2023. 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.

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 shareholders for a term of three years. At the Annual Meeting, three existing Class II directors are standing for re-election for a term that will expire in 2026.

The Board has nominated Katherine August-deWilde, Julia Hartz and Helen Riley for election as Class II 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 represented by proxy at the Annual Meeting and entitled to vote thereon. Withhold votes 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 2026 annual meeting of shareholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal.

Each of the nominees is a current Class II 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.

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 2026 Annual Meeting of Shareholders

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 and Sunrun, a publicly-traded solar panel and energy company, since 2016, where she is chair of the compensation committee. From 2013 to May 2022, Ms. August-deWilde served on the board of directors of TriNet Group, a publicly-traded human resources software solution company. 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.

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.

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. Since May 2020, Ms. Riley has served on the board of directors of Marqeta, a private payment solutions company, where she is chair of the audit committee. From March 2017 to November 2021, Ms. Riley served on the board of directors of WildAid, a wildlife conservation non-profit. 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.

Directors Continuing in Office Until the 2024 Annual Meeting of Shareholders

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 co-founded A* and has served as general partner since June 2020. A* is a venture investment fund focused on the technology industry. Mr. Hartz is co-founder and chief executive officer of one, a special purpose acquisition company that completed its initial public offering in August 2020, and in July 2021 consummated its business combination with MarkForged, Inc., now Markforged Holding Corp., an industrial additive manufacturing platform company. Mr. Hartz has served on the Markforged board of directors since July 2021. Mr. Hartz is also co-founder, co-chief executive officer and director of two, a special purpose acquisition company that completed its initial public offering in April 2021. 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.

Mr. Moriarty has served on our Board since January 2010. Since April 2023, Mr. Moriarty has served as the chief executive officer of Primer, a privately-held artificial intelligence company. From August 2014 to April 2023, Mr. Moriarty served as the chief executive officer of Leaf Group, a wholly owned subsidiary of Graham Holdings, a publicly traded company. Prior to its acquisition by Graham Holdings in June 2021, Mr. Moriarty served on the board of directors of Leaf Group, a publicly traded company from August 2014 to June 2021. 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 president, 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.

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.

Directors Continuing in Office Until the 2025 Annual Meeting of Shareholders

Ms. Lauder has served on our Board since November 2018. Since July 2020, Ms. Lauder has been the EVP of Enterprise 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. From July 2010 until March 2015, Ms. Lauder served as Global President, General Manager of the Origins, Ojon and Darphin brands of Estée Lauder Companies. From July 2008 until June 2010, Ms. Lauder served as Senior Vice President/General Manager of the Origins brand. Ms. Lauder began her career with Estée Lauder Companies 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 serving on the board of directors of a public company.

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. Mr. Tomlinson served on the board of directors of Cornerstone OnDemand, a publicly-traded company providing cloud-based learning and talent management solutions, from May 2017 until its acquisition in August 2021. 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.

Ms. Underwood has served on our Board since June 2022. She is Co-Founder and Managing Director of Adverb Ventures, a venture capital firm backing early-stage technology startups. In addition, she co-founded #ANGELS in March 2015, a woman owned and operated angel-investing collective focused on helping grow technology startups. From May 2020 to December 2021, Ms. Underwood was chief executive officer of Nearby, a platform of hyperlocal marketplaces, which she founded. From March 2018 to February 2019, she served as chief product officer at Slack Technologies, Inc., a cloud-based software company that builds professional collaboration tools. Prior to her elevation as chief product officer, Ms. Underwood served as vice president of Product at Slack from June 2015 to March 2018. From April 2010 to February 2015, Ms. Underwood held various product and business development positions at Twitter, Inc., a social media and communications company, most recently as director of product. Prior to joining Twitter, Inc., Ms. Underwood held various product and engineering roles at Google, Travelocity, and Intel. Ms. Underwood has served on the board of directors of Zillow Group, a real estate technology company, since February 2017, and served on the board of directors of TPB Acquisition Corp., a blank check company, from February 2021 until February 2023, when it completed its business combination with Lavoro Limited, the largest agricultural inputs retailer in Brazil. Ms. Underwood holds a B.B.A. in Management Information Systems and Business Honors from The University of Texas at Austin, and an M.B.A. from The University of California at Berkeley (Haas).

We believe that Ms. Underwood is qualified to serve as a member of our Board because of her broad experience in technology product development and engineering as well as her experience in advising emerging technology companies on strategy development and execution.

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.

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 Sean Moriarty to serve as our Lead Independent Director. As Lead Independent Director, Mr. Moriarty 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.

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:

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.

Board Meetings

Our Board met four times during 2022. Each director attended at least 75% of the total number of 2022 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 2022 Annual Meeting of Shareholders.

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.

(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.

(b) Effective May 15, 2023, Ms. Underwood will become a member of our Audit Committee. Our Board has determined that Ms. Underwood meets the requirements for independence under the listing standards of the New York Stock Exchange and SEC rules and regulations and that she meets the financial literacy and sophistication requirements of the listing standards of the New York Stock Exchange.

(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) Effective June 8, 2022, Ms. August-deWilde was appointed Chair and Ms. Riley became a member of our Compensation Committee.

(c) Pursuant to our 2018 Stock Option and Incentive Plan (the “2018 Plan”), our Compensation Committee may delegate to a committee consisting of one or more officers, 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. Beginning in September 2021, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent executive compensation advisor. After review and consultation with Meridian, the Compensation Committee determined that Meridian is independent and has determined that no conflict of interest was raised as a result of the work performed by Meridian. For information regarding the role of Meridian and our Chief Executive Officer and management in recommending executive compensation, please see the Compensation Discussion and Analysis section of the Proxy Statement.

(d) On January 24, 2022, Mr. Botha notified us that he would not stand for reelection at the 2022 Annual Meeting. Mr. Botha met the requirements for independence under the listing standards of the New York Stock Exchange and SEC rules and regulations.

(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) Effective June 8, 2022, Ms. Lauder was appointed Chair of our Nominating and Corporate Governance Committee.

Compensation Committee Interlocks and Insider Participation

During 2022, Mses. August-deWilde and Riley 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. 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:

Shareholder Recommendations and Nominees

Shareholders 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., 95 Third Street, 2nd Floor, 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, shareholder recommendations for director candidates must include the following information:

The Nominating and Corporate Governance Committee will evaluate any candidates recommended by shareholders 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

Shareholders 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., 95 Third Street, 2nd Floor, 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.

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., 95 Third Street, 2nd Floor, 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, 2022, no waivers were granted from any provision of the Code of Business Conduct and Ethics that are required to be disclosed.

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, 2022. Directors who also serve as employees receive no additional compensation for their service as directors. During the fiscal year ended December 31, 2022, 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 “2022 Summary Compensation Table” below for more information about Ms. Hartz’s compensation for the year ended December 31, 2022.

2022 Director Compensation Table

(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, 2022 pursuant to our director compensation policy. Each non-employee director other than Naomi Wheeless elected to receive all or a portion of such amounts in the form of unrestricted shares of our Class A common stock.

(2) The amounts reported represent (i) the aggregate grant date fair value of the RSUs awarded to our non-employee directors in the year ended December 31, 2022, calculated in accordance with Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) and (ii) for each non-employee director who elected to receive all or a portion of their cash retainer and committee fees in the form of unrestricted shares of our Class A common stock, the excess of the grant date fair value of the unrestricted shares of our Class A Common Stock (calculated in accordance with ASC Topic 718) over the cash value of such retainer and committee fees. During 2022, each non-employee director (other than Mr. Botha) received a grant of 11,891 RSUs on June 9, 2022 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 2022 Annual Report. With respect to the RSUs, 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 shareholders, 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. Mr. Moriarty and Mmes. Lauder, Riley and Underwood elected to defer settlement of his or her annual RSU retainer award in the form of deferred stock units.

(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, 2022, calculated in accordance with ASC Topic 718. During 2022, each non-employee director (other than Mr. Botha) received a grant of 6,852 stock options on June 9, 2022 with the grant date fair value shown in the table above. 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 2022 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 shareholders, 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. Botha did not stand for reelection at our 2022 Annual Meeting.

As of December 31, 2022, our non-employee directors held the following outstanding equity awards:

(a) Includes RSUs and deferred stock units.

Non-Employee Director Compensation Program

We maintain a non-employee director compensation policy that was amended effective April 1, 2022, and provides for the following:

(a) Director Board and Committee retainers are paid quarterly in equal installments.

Non-employee directors are given the opportunity to elect to receive all or a portion of their cash retainer and committee fees in the form of an equity award of unrestricted stock having a grant date fair value equal to the amount (or portion of the amount) of such retainer and committee fees.

Our policy also provides that, upon initial election to our Board, each non-employee director will be granted equity with a value of $185,000 (the “Initial Grant”) of which 75% is awarded in RSUs and 25% is awarded in stock options. If a new non-employee director joins our Board on a date other than the date of our annual meeting of shareholders, such non-employee director will be granted a pro rata portion of the Initial Grant, based on the time between his or her appointment and our next annual meeting of shareholders. Further, on the date of each of our annual meetings of shareholders, each non-employee director who will continue as a non-employee director following such meeting will be granted equity with a value of $185,000 (the “Annual Grant”) of which 75% is awarded in RSUs and 25% is awarded in stock options. The value of option awards under the policy is determined based on the grant date fair value based on a Black-Scholes valuation of the Company’s Class A common stock with assumptions employed by the Company under ASC Topic 718, and the value of RSU awards under the policy is based on the average closing price of the Company’s Class A common stock over the trailing 30 day period ending on the last day of the month prior to the month of grant. The Initial Grant and the Annual Grant will vest in full on the earlier of (i) the first anniversary of the grant date or (ii) our next annual meeting of shareholders, subject to continued service as a director through the applicable vesting date. Such awards are subject to full accelerated vesting upon a “sale event” as defined in the 2018 Stock Option and Incentive Plan.

Directors may receive additional compensation for performing duties assigned by the Board or its committees that are considered beyond the scope of the ordinary responsibilities of directors or committee members. No such additional compensation was paid in 2022.

Non-employee directors are given the opportunity to defer settlement of all of the RSUs they receive pursuant to an Initial Grant or Annual Grant pursuant to the terms and conditions of our policy, the 2018 Stock Option and Incentive Plan and the Non-Employee Directors’ Deferred Compensation Program (such RSUs elected for deferral, “deferred stock units”). Deferred stock units will generally be settled in shares of our Class A common stock in a single lump sum as soon as practicable (but in no event later than 30 days) after the end of the earlier to occur of the following: (i) 90 days after the non-employee director ceases to serve as a member of our Board and incurs a “separation from service” within the meaning of Section 409A of the Code, (b) the consummation of a sale event so long as such sale event constitutes a “change in the ownership or effective control of the company or in the ownership of a substantial portion of the assets of the company” within the meaning of Section 409A of the Code or (c) 90 days after the date of the non-employee director’s death.

Employee directors receive no additional compensation for their service as a director.

We reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board or any committee thereof.

Director Stock Ownership Guidelines

Our Board of Directors has adopted stock ownership guidelines for our non-employee directors, effective

January 1, 2022. Pursuant to these stock ownership guidelines, each current non-employee director and any newly appointed non-employee director is required to, by the later of January 1, 2027 (the date five years from the guidelines’ implementation date) or, for newly elected directors, the date five years from the date of his or her election to the Board, own shares of the Company’s common stock having an aggregate value (based on the higher of (i) the closing price of our stock on the trading day immediately preceding the calculation day or (ii) the 18 month average closing price prior to the date of calculation) at least equal to five times the amount of the annual cash retainer that we currently pay our non-employee directors, excluding any additional retainers paid for serving on committees. For purposes of this calculation, shares of the Company’s common stock held directly or indirectly by the non-employee director are included, including vested RSU awards and vested in-the-money stock option awards (in each case, net of any purchase/exercise price or tax obligations), while any outstanding and unvested RSU awards or any outstanding, unexercised and unvested (or vested but out-of-the-money) stock option awards are excluded. Until a director has satisfied his or her applicable guideline level, the applicable director is required to retain an amount equal to 25% of the shares (net of any purchase/exercise price or tax obligations) as a result of the exercise, vesting or settlement of any equity awards granted to such director.

Audit Committee Report

Eventbrite’s Audit Committee is composed solely of independent directors as required by the listing standards of the New York Stock Exchange and rules and regulations of the SEC. The Audit Committee operates under a written charter approved by our Board, which is available on our website at https:// investor.eventbrite.com/. The composition of the Audit Committee, the attributes of its members and the responsibilities of the Audit Committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The Audit Committee reviews and assesses the adequacy of its charter and the Audit Committee’s performance on an annual basis.

Management is responsible for establishing and maintaining internal controls and preparing our consolidated financial statements. Our independent registered public accounting firm is responsible for performing an independent audit of our consolidated financial statements. It is the responsibility of the Audit Committee to oversee these activities. It is not the responsibility of the Audit Committee to prepare Eventbrite’s financial statements. This is the responsibility of management.

In performing its oversight function, the Audit Committee has:

Based on the Audit Committee’s review and discussions with management and PwC, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for filing with the SEC.

Respectfully submitted by the members of the Audit Committee of the Board:

Steffan Tomlinson (Chair), Sean Moriarty, Helen Riley.

This report of the Audit Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (“Securities Act”), or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

Proposal No. 2 | Ratification of the Appointment of

Independent Registered Public Accounting Firm

The Audit Committee has appointed Moss Adams LLP (“Moss Adams”) as our independent registered public accounting firm for 2023 and recommends that shareholders vote to ratify the appointment.

PricewaterhouseCoopers LLP (“PwC”) acted as our independent registered public accounting firm in 2022. We expect representatives of both Moss Adams and PwC to be present at our Annual Meeting to respond to appropriate questions from shareholders and to make a statement if he or she so chooses.

This proposal is decided by the affirmative vote of a majority of the voting power of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. In the event that this proposal is not approved, our Audit Committee will reconsider whether or not to retain Moss Adams. Even if the appointment is ratified, our Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a change would be in the best interests of shareholders.

Changes in Independent Registered Public Accounting Firm

The Audit Committee conducted a competitive selection process to determine our independent registered public accounting firm for the fiscal year ending December 31, 2023. In conducting this process, the Audit Committee invited several independent registered public accounting firms to submit proposals for their services and to provide detailed information on their firms. The Audit Committee also solicited and received an updated proposal from PwC, the Company’s incumbent public accounting firm. On April 17, 2023, following the conclusion of this process, the Audit Committee approved the engagement of Moss Adams as our independent registered public accounting firm, effective April 17, 2023, and dismissed PwC as our independent registered public accounting firm, effective April 17, 2023.

The audit report of PwC on our financial statements as of the fiscal years ended December 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2022 and 2021 and through April 17, 2023, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between us and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to PwC’s satisfaction, would have caused PwC to make reference thereto in their reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, with the exception of the material weakness in our internal control over financial reporting previously reported in Part II, Item 9A “Controls and Procedures” in our Annual Report on Form 10-K for the year ended December 31, 2022, related to the lack of an effectively designed control activity over the presentation of unrealized foreign currency transaction gains and losses and effects of exchange rate changes on cash, cash equivalents and restricted cash within our consolidated statements of cash flows.

We previously provided PwC with a copy of the above disclosures as included in our Current Report on Form 8-K filed with the SEC on April 20, 2023, and requested PwC to furnish us with a letter addressed to the SEC stating whether PwC disagreed with the statements made by us in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. A copy of PwC’s letter, dated April 19, 2023, is attached as Exhibit 16.1 to that Current Report on Form 8-K, and is incorporated herein by reference.

During the most recent fiscal years ended December 31, 2022 and 2021, neither us nor anyone acting on our behalf consulted with Moss Adams regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided to us that Moss Adams concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any “reportable event” within the meaning of Item 304(a)(1) (v) of Regulation S-K.

Fees and Services of PwC

(1) Audit Fees consist of fees for professional services provided in connection with the audit of our annual consolidated financial statements and internal control over financial reporting and the review of our quarterly condensed consolidated financial statements.

(2) Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and not reported under “Audit Fees.”

(3) Tax Fees consist of fees for professional services for tax compliance, tax advice and tax planning. These permissible tax services include consultation on tax matters and assistance regarding federal, state and international tax.

(4) All Other Fees consist of aggregate fees billed for products and services provided by the independent registered public accounting firm other than those disclosed above, which include subscription fees paid for access to online accounting research software applications and data.

Pre-Approval Policies and Procedures

The Audit Committee is required to pre-approve all audit and permissible non-audit services to be provided by our independent registered public accounting firm. As part of its review, the Audit Committee also considers whether the categories of pre-approved services are consistent with the rules on accountant independence of the SEC and the Public Company Accounting Oversight Board. The Audit Committee pre-approved all of the services described above.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF MOSS ADAMS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023.

Executive Officers

The table below provides information about each of our executive officers as of April 10, 2023. Each of our executive officers is appointed by, and serves at the discretion of our Board, and holds office until his or her successor is duly appointed or until his or her earlier resignation or removal. Other than Mr. and Ms. Hartz, who are husband and wife, there are no family relationships among any of our directors or executive officers. Ms. Hartz’s biographical information is provided in the section titled “Information Regarding Director Nominees and Current Directors – Directors Continuing in Office until the 2023 Annual Meeting of Shareholders.”

Mr. Baker has served as our Chief Financial Officer since September 2019. Prior to joining Eventbrite, Mr. Baker served as chief financial officer of Yelp Inc., a technology platform for local business reviews, from May 2016 to August 2019. Prior to joining Yelp, Mr. Baker served as chief executive officer and president of ZipRealty, Inc., an online real estate brokerage and technology company, from September 2010 through March 2016. He also served as executive vice president and chief financial officer of ZipRealty from December 2008 to September 2010. ZipRealty was acquired by Realogy Holdings, Inc. in August 2014. From June 2007 to December 2008, Mr. Baker was an independent investor. From March 2005 to June 2007, he served as senior vice president and chief financial officer of Monster Worldwide, Inc., which operates the employment website monster.com. From 1993 to 2005, Mr. Baker held various positions at Salomon Brothers (subsequently Salomon Smith Barney, then Citigroup), including managing director in the Equity Research Department.

Mr. Baker served as a member of the board of directors of Leaf Group, a publicly-traded diversified consumer Internet company, from April 2019 to August 2020, and as a member of the Leaf Group audit committee from May 2020 to July 2020. Mr. Baker previously served on the board and chaired the audit and nominating and corporate governance committees of XO Group, Inc., a life stage consumer Internet and media company, from November 2005 to December 2018, when it was acquired by WeddingWire, Inc. He also served as a director and chairman of the audit committee of HomeAway, Inc., an online vacation rental company, from 2011 to December 2015, when it was acquired by Expedia, Inc. Mr. Baker holds a B.A. from Yale College.

Mr. Dworkin has served as our Chief Product Officer since January 2023. Prior to joining Eventbrite, Mr. Dworkin held various leadership positions at Sonos, a publicly-traded audio entertainment device and technology company, from September 2017 to December 2022, including as Senior Vice President, Product Management and Customer Experience from June 2020 to December 2022, Vice President, Software Product Management from May 2019 to May 2020 and as Senior Director of Product Management from September 2017 to May 2019. Prior to joining Sonos, Mr. Dworkin held various leadership positions during the course of his 23 year tenure at Microsoft, a publicly-traded technology company.

Mr. Dworkin holds two B.A.s from the University of Washington.

Ms. Taylor has served as our General Counsel since January 2020. Ms. Taylor joined Eventbrite in August 2013 and has held various legal roles, including as Associate General Counsel from October 2017 to January 2020, Senior Corporate Counsel from August 2015 to September 2017 and as Corporate Counsel from August 2013 to July 2015. Prior to joining Eventbrite, Ms. Taylor was an associate at the law firm Latham & Watkins LLP.

Ms. Taylor has served as a member of the advisory board of the Smithsonian Institution - National Postal Museum since September 2020. Ms. Taylor holds an A.B. from Brown University and a J.D. from University of California, Berkeley, School of Law.

Mr. Sagi has served as our Chief Technology Officer since August 2020. Prior to joining Eventbrite, Mr. Sagi served as chief technology officer of RetailMeNot, a global savings destination offering coupons and cash back offers to hundreds of millions of consumers, from August 2018 to July 2020. Prior to joining RetailMeNot, Mr. Sagi held leadership positions at Amazon, first as the chief technology officer of Woot. com, an Amazon company, from July 2013 to June 2015, and then as the global head of product and engineering for Amazon Business Procurement Solutions, from June 2015 to June 2018. From March 2012 to July 2013, Mr. Sagi was a technology consultant advising Assurant and Vungle. He also served as chief product and technology officer for newBrandAnalytics from January 2011 to February 2012. newBrandAnalytics was acquired by Sprinklr in June 2015. From April 2009 to February 2011 Mr. Sagi was the general manager and a board member for ServiceLive Inc., a Sears Holdings company. Mr. Sagi was co-founder and head of product development for GlobalRoads from September 2005 to March 2009.

Mr. Sagi holds a Bachelors of Technology from the Indian Institute of Technology, Madras, a Masters of Science in Technology from Penn State University and a MBA with honors from The Wharton School.

Executive Compensation

Compensation Discussion and Analysis

Executive Summary

This Compensation Discussion and Analysis focuses on the 2022 compensation of the following executive officers (the “named executive officers” or “NEOs”) and describes the executive compensation program and pay decisions for our NEOs, listed below:

2022 Performance Highlights

In 2022, we remained focused on delivering profitable growth and investing in scalable products aligned to our long-term strategy. Eventbrite powered a significant share of the global creator economy with over $3.3 billion of gross ticket sales and 284 million paid and free tickets transacted by our creators and consumers during 2022.

The products that we delivered in 2022 addressed the complete event lifecycle and underpinned our growth. From event set-up to marketing to checkout, we made numerous changes that supported creators’ businesses and their success. We made it easier to post an event and redesigned our listing pages to be even more attractive to event goers. We upgraded our capabilities for drawing consumers to events with enhancements to Eventbrite Boost and the introduction of Eventbrite Ads, both of which have been embraced by thousands of our most prolific and valuable creators. We improved the last step of ticket buying with expanded payment options that meaningfully lifted purchase conversion. Building these and other products makes ticketing and marketing events increasingly accessible to all creators, and moves us closer to our next phase of growth into a marketplace.

2022 Compensation Highlights

Consistent with our compensation philosophy, our key compensation decisions for 2022 included the following:

Executive Compensation Philosophy and Practices

Eventbrite’s goal is to maintain an executive compensation program that is competitive, pays for performance, motivates and retains executives, and builds long-term shareholder value. Our executive compensation program is designed to:

Executive Compensation Governance Key Features

We maintain the following compensation governance best practices, which establish strong safeguards for our shareholders and further enhance the alignment of the interests of our executives and shareholders:

Elements of Our Executive Compensation Program

The primary elements of our executive compensation program and the main objectives of each are:

In addition, our named executive officers are eligible to participate in our health and welfare programs and our 401(k) plan on the same basis as our other employees. We also provide certain post-employment compensation (change in control and severance payments and benefits), which aid in attracting and retaining executive talent and help our named executive officers to remain focused and dedicated during potential transition periods that may result in a change in control of the Company. Each of these elements of compensation for 2022 is described further below.

Base Salaries

The base salary of each named executive officer is an important part of his or her total compensation package, and is set at a level intended to reflect his or her respective position, duties and responsibilities. Base salary is the principal fixed component of our executive compensation program.

Effective January 1, 2022, the Board, following consideration of Ms. Hartz’s performance as CEO and an analysis of competitive market data prepared by its independent compensation consultant and the recommendation of the Compensation Committee, determined to restore Ms. Hartz’s base salary. Effective January 1, 2022, Ms. Hartz’s base salary was set to $475,000. Ms. Hartz’s base salary was reduced to $2 from March 19, 2020 to December 31, 2021.

In March 2022, the Compensation Committee conducted its annual review of compensation and determined to increase the base salaries of Messrs. Baker and Sagi effective January 1, 2022. These increases reflect their continued growth in role, expansion of their responsibilities and align them closer to the market for their positions.

Our named executive officers’ 2022 annual base salaries were as follows:

The actual base salaries earned by our named executive officers for 2022 are as set forth in the “2022 Summary Compensation Table” below.

2022 Annual Incentive Plan

2022 Bonus Plan

We maintain the Senior Executive Cash Incentive Bonus Plan (the “Bonus Plan”) to provide for variable cash incentives designed to motivate our executive officers, including our named executive officers, for achieving our corporate strategic priorities. Under the Bonus Plan, our named executive officers are eligible to earn cash bonuses based on the named executive officer’s target bonus and the achievement of pre-established financial objectives.

Under the 2022 Bonus Plan, each named executive officer was eligible to receive a bonus targeted at 50% of their eligible base salary, which remained at the same level as for 2021.

In March 2022, our Compensation Committee approved the design for our 2022 Bonus Plan, under which the bonus pool would be funded in accordance with the table below, with straight-line interpolation used between funding levels.

Bonus payouts were calculated as the product of the named executive officer’s target cash incentive bonus opportunity and a payout percentage based on attainment of pre-established company-wide financial goals established in March 2022. The financial performance payout percentage was determined based on the Company’s achievement of revenue and adjusted EBITDA goals for 2022, weighted 85% and 15% respectively. Below threshold performance for either 2022 revenue or adjusted EBITDA goals would result in no payout. The Compensation Committee determined that revenue and adjusted EBITDA are the appropriate measures for the Company’s 2022 bonus plan because these metrics drive Eventbrite’s creation of long-term value for our shareholders.

The financial performance objectives and 2022 results for the Company were as follows:

(1) Adjusted EBITDA is a non-GAAP measure and represents net loss adjusted to exclude depreciation and amortization, stock-based compensation expense, interest expense, the change in fair value of redeemable convertible preferred stock warrant liability, loss on debt extinguishment, direct and indirect acquisitions related costs, employer taxes related to employee equity transactions, other income (expense), net, which consisted of interest income, foreign exchange rate gains and losses and changes in fair value of term loan embedded derivatives, and income tax provision (benefit). Adjusted EBITDA should not be considered as an alternative to net loss or any other measure of financial performance calculated and presented in accordance with GAAP.

As a result of the achievement on both the revenue and adjusted EBITDA between threshold and target, as set forth above, the performance goals were achieved at 77% of target (after giving effect to weighting) and Ms. Hartz and Messrs. Baker and Sagi were awarded annual cash incentive bonuses at 77% of the target.