Helen Riley
EventbriteAbout Helen Riley
Helen Riley, age 49, has served as an independent director of Eventbrite, Inc. since July 2018 and is the Chair of the Audit Committee, designated as the Board’s “audit committee financial expert.” She is COO/CFO of X (an Alphabet subsidiary) since 2023 and CFO since 2014; previously she held senior finance leadership roles at Google from 2003–2015. She holds an MBA from Harvard Business School and a BA in Philosophy, Politics and Economics and an MA from the University of Oxford .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| X (Alphabet subsidiary) | CFO | 2014–present | Elevated to combined COO/CFO in 2023 . |
| Google (Alphabet) | Senior Finance Director, Global Marketing & G&A | 2011–2013 | Finance leadership roles . |
| Google (Alphabet) | Finance Director | 2013–2015 | Continued finance leadership . |
| Google (Alphabet) | Various finance positions | 2003–2012 | Progressive finance roles . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marqeta | Director | Current | Company described as a private payment solutions company in EB’s proxy . |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Riley is independent and meets heightened independence requirements for Audit and Compensation Committees .
- Committee roles: Audit Committee Chair and financial expert; served on Compensation Committee until resigning on September 11, 2024 .
- Committee meetings: Audit Committee met 6 times in fiscal 2024; Riley signed the Audit Committee Report recommending inclusion of audited financials in the 2024 Form 10‑K .
- Attendance: The Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: CEO/Chair structure with a Lead Independent Director (Sean Moriarty) to preside over executive sessions and liaise between independent directors and management .
- Governance practices: Regular executive sessions; annual Board/committee self-evaluations; no hedging/pledging policy for employees and directors; robust Code of Conduct .
Fixed Compensation
| Element | Policy Amount (USD) | Notes |
|---|---|---|
| Annual board retainer | $35,000 | Paid quarterly; can elect equity in lieu of cash . |
| Lead Independent Director retainer | $20,000 | Additional annual retainer . |
| Audit Committee Chair | $25,000 | Additional annual retainer . |
| Audit Committee member (non-chair) | $10,000 | Additional annual retainer . |
| Compensation Committee Chair | $15,000 | Additional annual retainer . |
| Compensation Committee member (non-chair) | $7,500 | Additional annual retainer . |
| Nominating & Governance Chair | $10,000 | Additional annual retainer . |
| Nominating & Governance member (non-chair) | $5,000 | Additional annual retainer . |
| Helen Riley – 2024 Director Compensation | USD |
|---|---|
| Fees earned/paid in cash | $63,754 . |
| Stock awards (annual RSU grant) | $199,999 . |
| Total | $263,753 . |
| Deferral election | Elected to defer settlement of the annual RSU retainer into deferred stock units . |
- RSU grant mechanics for directors: Initial and annual RSU grants valued at $200,000 each; vest in full on the earlier of one year from grant or next annual meeting; fully accelerates upon a “sale event” under the 2018 Plan; directors may elect settlement deferral into deferred stock units with settlement upon board departure, death, or qualifying change in control .
Performance Compensation
- Non-employee director equity is time-based RSUs (not performance-based); there are no director-specific performance metrics tied to director pay disclosed .
- Company-level incentive metrics overseen by the Board/Compensation Committee (context for pay-for-performance signal):
| 2024 Annual Incentive Plan Metrics | Weight | Threshold | Target | Maximum | 2024 Actual | Payout by Measure |
|---|---|---|---|---|---|---|
| Paid Ticket Volume | 30% | 95.3M | 102.7M | 106.7M/112.1M | 83.2M | 0% . |
| Net Revenue | 30% | $342.4M | $375.0M | $404.2M/$417.4M/$450.0M | $325.1M | 0% . |
| Adjusted EBITDA Margin | 40% | 12% | 15% | 17.4%/18%/20% | 11.2% | 0% . |
| Overall Payout | — | — | — | — | — | 0% . |
- 2024 Say‑on‑Pay results: ~95% support, indicating investor approval of the executive compensation framework .
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Alphabet affiliations on EB’s Board | Riley (COO/CFO at X); Dr. Pilar Manchón (Senior Director at Google Research). The Board nonetheless determined independence for both . |
| Related party transactions | Stripe payments (~$3.9M since Jan 1, 2024) were reviewed/ratified due to former director’s employment; no Alphabet/X transactions disclosed . |
Expertise & Qualifications
- Designated “audit committee financial expert” by the Board .
- Deep global finance and operating experience (CFO/COO roles), scaling growth companies, international operating experience; Board skills matrix flags her financial expertise .
- Education: MBA (Harvard Business School); BA PPE and MA (Oxford) .
Equity Ownership
| Component | Amount | Notes |
|---|---|---|
| Beneficial ownership – Class A | 156,261 shares | Includes 109,067 Class A held and 47,194 Class A options exercisable within 60 days of April 1, 2025 . |
| Beneficial ownership – Class B | 264,319 shares (options) | Class B options exercisable within 60 days of April 1, 2025 . |
| Outstanding options (director-specific) | 311,513 shares | Total director options attributed to Riley . |
| Outstanding RSUs | 94,526 units | RSUs and deferred stock units . |
| Voting power % | 1.7% | Based on combined Class A and B voting rights . |
| Total ownership % | <1% | Denoted as “*” (less than 1%) in proxy . |
| Pledging/Hedging | Prohibited by company policy for employees and directors . | |
| Director stock ownership guideline | Must equal ≥5x annual cash retainer by the later of Jan 1, 2027 or 5 years post-election; includes RSUs; excludes options; 25% post-vesting retention until met . |
Governance Assessment
- Strengths: Independent Audit Chair with financial expert designation; active oversight documented in Audit Committee Report; robust governance framework (executive sessions, self-evaluations, no hedging/pledging); director equity deferral increases long-term alignment; strong shareholder support on Say‑on‑Pay in 2024 (~95%) .
- Engagement/attendance: Board met 4 times in 2024 with ≥75% attendance by all directors; Audit Committee met 6 times, evidencing active committee engagement .
- Compensation alignment signals: Director pay is modest cash plus fixed RSUs; no director meeting fees disclosed; policy allows equity in lieu of cash and deferral to DSUs; company’s 2024 incentive plan paid zero due to underperformance on ticket volume, revenue, and margin—clear pay-for-performance enforcement at the executive level overseen by the Board .
- Potential conflicts/RED FLAGS to monitor: Multiple Alphabet affiliations on the Board (Riley at X; Manchón at Google Research) may invite scrutiny; however, no related-party transactions with Alphabet/X are disclosed and both are deemed independent. Related-party payments to Stripe were formally reviewed/ratified, indicating functioning conflict controls .
- Ownership alignment: Riley’s beneficial ownership includes substantial options and RSUs with deferral election; stock ownership guidelines require ≥5x retainer by 2027 (compliance status not disclosed), reinforcing alignment expectations .
Overall, Helen Riley’s profile reflects strong audit oversight credentials, independence, and alignment mechanisms (equity and deferral), with limited disclosed conflict exposure and robust governance controls around related-party transactions and hedging/pledging .