Julia Hartz
EventbriteAbout Julia Hartz
Co-founder of Eventbrite; Chief Executive Officer since April 2016 and Chair of the Board since June 2024; age 45; B.A. in Telecommunications from Pepperdine University. 2024 operating context: net revenue $325.1M, adjusted EBITDA margin 11.2% (below the 12% threshold), and no annual cash incentive payout to NEOs as paid tickets, revenue, and adjusted EBITDA margin all missed thresholds; the Compensation Committee noted “compensation actually paid” declined in 2024 in line with a decrease in TSR, and Say‑on‑Pay support in 2024 was ~95% “For.”
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Eventbrite | President | 2006–Apr 2016 | Co‑founded and led operating scale-up prior to becoming CEO |
| MTV Networks | Development executive roles | — | Media/product development experience |
| Fox Networks Group | Development executive roles | — | Media/product development experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Four Seasons | Director | — | Current board service |
| Henry Crown Fellowship | Fellow | — | Leadership fellowship |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary ($) | 475,000 | 486,301 | 497,500 (earned) / 500,000 annualized from Apr 1, 2024 |
| Target bonus (% of salary) | — | 65% | 100% |
| Actual annual cash incentive ($) | 182,875 | 300,291 | 0 (no metrics met) |
Performance Compensation
Annual Incentive (2024 plan design and outcome)
| Performance measure | Weight | Threshold | Target | Max | 2024 result | Payout (weighted) |
|---|---|---|---|---|---|---|
| Paid ticket volume | 30% | 95.3M | 102.7M | 106.7M/107.4M/112.1M (plan table references) | 83.2M | 0% |
| Net revenue | 30% | $342.4M | $375.0M | $404.2M/$417.4M/$450.0M (plan table references) | $325.1M | 0% |
| Adjusted EBITDA margin | 40% | 12% | 15% | 17.4%/18%/20% (plan table references) | 11.2% | 0% |
| Overall payout | 0% |
2024 bonus targets were increased for CEO to 100% of salary; no payout due to below‑threshold performance across all metrics.
Long‑Term Incentive (awards and performance structure)
| Award | Grant date | Target value ($) | Instrument | Vesting/performance |
|---|---|---|---|---|
| CEO annual equity | Apr 15, 2024 | 3,000,000 RSUs; 3,000,000 PSUs | RSUs/PSUs | RSUs vest in 3 equal annual installments on each anniversary of 4/15/2024; PSUs cliff‑vest 12/31/2026 based on 2024 revenue, 2025–2026 YoY revenue growth; 0.75x/1.0x/2.0x factors at threshold/target/max |
| 2024–2026 PSU grid | — | — | Revenue/growth | 2024 net revenue: < $350M=0.0x; $350M=0.75x; $404M=1.0x; $450M=2.0x. 2025/2026 YoY growth: <10%=0.0x; 10%=0.75x; 20%=1.0x; 30%+=2.0x; average factor determines payout (0–200%) |
| 2022 PSUs | Jul 2022 | — | Revenue PSUs; Stock Price PSUs | 2022 Revenue PSUs forfeited (did not meet threshold); Stock Price PSU performance period ends July 2025 (earned by price hurdles; vesting subject to service) |
2024 Grants – CEO share counts and vesting
| Grant | Shares | Notes |
|---|---|---|
| 2024 RSUs | 575,815 | Vest in 3 equal annual installments from 4/15/2024 |
| 2024–2026 PSUs (target) | 287,908 | Vest 12/31/2026 based on performance; 0–200% payout |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,044,301 Class A shares (common) and 14,241,829 Class B shares; 51.5% total voting power; 17.0% total ownership (beneficial ownership includes trust and option holdings as described) |
| Options exercisable within 60 days (as of Apr 1, 2025) | 2,477,197 Class A options; 4,429,936 Class B options (held by Ms. Hartz) |
| Near‑term RSU vesting (within 60 days of Apr 1, 2025) | 320,034 Class A RSUs scheduled to vest |
| Outstanding equity at 12/31/2024 (select CEO positions) | 575,815 unvested RSUs; 287,908 target PSUs (2024–2026); 110,837 target PSUs (2023–2025); 65,554 Stock Price PSUs (2022) listed at threshold; 36,095 Revenue PSUs (2022) listed but subsequently forfeited for performance |
| 2024 vesting activity | 150,601 RSUs vested (value realized $783,966); no option exercises in 2024 |
| Hedging/pledging | Company policy prohibits hedging and pledging by employees and directors |
| Ownership guidelines (executives) | CEO must hold ≥5x base salary or $2,000,000 (whichever greater); 50% net retention of shares until in compliance |
Employment Terms
| Provision | Outside Change-in-Control (CIC) | Within CIC period (3 months before–12 months after CIC) |
|---|---|---|
| Cash severance | 6 months base salary (CEO: $250,000 per 12/31/2024 scenario) | 12 months base salary (CEO: $500,000 per 12/31/2024 scenario) |
| Healthcare continuation | Up to 6 months employer contribution (CEO: $12,896 per 12/31/2024 scenario) | Up to 12 months employer contribution (CEO: $25,793 per 12/31/2024 scenario) |
| Equity vesting | No acceleration | Full acceleration of unvested equity upon qualifying termination (double trigger); if awards not assumed in CIC, full vest |
| Definitions | “Good reason,” “cause,” and “change in control” as defined in agreements; “best‑pay” cut‑down applies (no 280G gross‑ups) | |
| Clawback | NYSE/Rule 10D‑1 compliant recovery policy for erroneously received incentive‑based comp from Oct 2, 2023, three‑year lookback |
Board Governance (Director Service and Dual-Role Implications)
- Roles: CEO and Chair; not independent; Board has a Lead Independent Director (Sean Moriarty) who presides over executive sessions and acts as liaison; all committees comprise independent directors only. This mitigates CEO+Chair concentration and supports independent oversight.
- Committees: Julia Hartz is not listed on Audit, Compensation, or Nominating & Corporate Governance committees.
- Attendance: Board met 4 times in 2024; all directors met ≥75% attendance; all directors attended 2024 annual meeting.
- Director compensation: Employee directors (including CEO) receive no additional director pay.
Director Compensation (for reference; employee CEO receives none)
| Element | Standard amounts |
|---|---|
| Non‑employee director annual cash retainer | $35,000 |
| Lead Independent Director additional retainer | $20,000 |
| Committee chair retainers | Audit $25,000; Compensation $15,000; Nominating $10,000 |
| Committee member retainers | Audit $10,000; Compensation $7,500; Nominating $5,000 |
| Annual equity for non‑employee directors | $200,000 in RSUs; vests by next annual meeting; accelerates on “sale event” |
Compensation Structure Analysis
- 2024 shifts increased at‑risk equity for CEO (mix 50% RSUs / 50% PSUs) and increased PSU weighting across NEOs; 2024 annual cash incentive paid 0% due to misses on all metrics, indicating a strict pay‑for‑performance framework.
- Performance metrics tightened: 2024–2026 PSU program requires ≥$350M revenue in 2024 and ≥10% YoY revenue growth in 2025/2026 for any PSU funding; maximum funding requires ≥$450M in 2024 and ≥30% growth in 2025/2026.
- No hedging/pledging, no single‑trigger vesting, no excise tax gross‑ups, clawback in place; all are shareholder‑friendly governance features.
- 2022 Revenue PSUs were forfeited for failing to meet threshold, further reinforcing outcome‑based equity realization.
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: ~95% “For”; ongoing shareholder engagement highlighted by the Compensation Committee.
Compensation Peer Group (2024)
- B2C marketplace/tech‑leaning peers included: Agilysys, BigCommerce, BlackLine, Bumble, Cars.com, Coursera, Nextdoor, QuinStreet, Rover Group, Shutterstock, Sprout Social, Squarespace, Udemy, Upwork, Yext, ZipRecruiter; updated for strategy alignment; Rover removed for 2025 post‑acquisition.
Risk Indicators & Red Flags
- Policy prohibits hedging/pledging; clawback adopted; no executive pension/SERP; no tax gross‑ups; balanced short‑term/long‑term incentive design; independent Compensation Committee with independent consultant (Meridian).
- CFO transition in November 2024 (new CFO Anand Gandhi); standard onboarding package with RSUs/PSUs and sign‑on; not eligible for 2024 bonus due to start date.
- Related‑party payments: approximately $3.9M to Stripe in 2024 (former director was Stripe CFO); ratified by disinterested Audit Committee members.
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net revenue ($) | 106,006,000 | 187,134,000 | 260,927,000 | 326,134,000 | 325,068,000 |
| Net income (loss) ($) | (224,718,000) | (139,080,000) | (55,384,000) | (26,479,000) | (15,541,000) |
| Compensation actually paid to PEO ($) | 1,055,951 | 4,152,648 | (4,410,840) | 5,956,914 | (1,712,012) |
2024 Business Highlights: 4.7M+ events, 84M paid tickets, 766K creators; pricing simplification in Sept 2024 after organizer fee friction; Eventbrite Ads grew 83% YoY.
Board Governance Details (for Julia Hartz)
| Attribute | Detail |
|---|---|
| Eventbrite board service | Director since 2016; Chair since June 2024; not independent |
| Committees | None (all committees independent) |
| Lead Independent Director | Sean Moriarty |
| Executive sessions | Regular sessions of independent directors |
Equity Vesting and Potential Selling Pressure
- 2024 vesting: 150,601 RSUs vested for the CEO; no option exercises in 2024. RSU vesting can create tax‑related selling needs; company prohibits hedging/pledging.
- Near‑term (as of Apr 1, 2025): 320,034 RSUs scheduled to vest within 60 days; substantial options currently exercisable enhance liquidity but do not mandate sales.
Employment Terms – Termination Economics (CEO, 12/31/2024 scenarios)
| Scenario | Cash severance ($) | Healthcare ($) | RSU acceleration ($) | PSU acceleration ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause (outside CIC) | 250,000 | 12,896 | — | — | 262,896 |
| Termination without cause/for good reason (within CIC) | 500,000 | 25,793 | 2,463,821 | 3,114,367 | 6,103,981 |
| CIC (awards unassumed) | — | — | 2,463,821 | 3,114,367 | 5,578,188 |
| Death | — | — | — | 3,114,367 | 3,114,367 |
| Disability | — | — | — | 1,659,025 | 1,659,025 |
Investment Implications
- Alignment and accountability: CEO pay is highly equity‑linked (50% PSUs in 2024) with stringent revenue/growth hurdles; zero 2024 bonus payout signals pay discipline; 2022 revenue PSUs forfeited underscores outcome sensitivity. This structure aligns management incentives with profitable growth and TSR over a multi‑year horizon.
- Control and governance: Dual‑class structure gives the CEO and affiliated holders 51.5% voting power; independence mitigants include a Lead Independent Director, fully independent committees, no hedging/pledging, and a clawback policy. Investors should weigh founder control benefits against entrenchment risk.
- Execution risk and catalysts: 2025–2026 PSU funding requires ≥10% YoY revenue growth each year; delivery against marketplace initiatives (e.g., Ads monetization, product improvements) is critical for equity realization. Continued improvements in revenue and adjusted EBITDA margin are necessary to translate to incentive payouts and potential multiple re‑rating.
- Retention and overhang: Significant outstanding options and RSUs provide retention, while scheduled RSU vesting and option liquidity can create supply; no hedging/pledging allowed reduces misalignment risk.