Naomi Wheeless
EventbriteAbout Naomi Wheeless
Independent director at Eventbrite (EB) since 2020; age 42. Background spans customer success leadership and operations in fintech and technology; currently Chief Customer Officer at Nextech (healthcare technology) since December 2024. Education: MBA (American Intercontinental University) and BS (Ohio State University). Independence affirmed; serves on the Nominating & Corporate Governance Committee; board met four times in 2024 with each director attending at least 75% of meetings and all directors attending the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Square (Block) | Global Head of Customer Success | Aug 2017 – Sep 2023 | Led global customer success at payments-based technology firm . |
| Capital One | Senior Vice President, Operations | Aug 2014 – Aug 2017 | Oversight of operations; relevant risk/process expertise . |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Nextech (healthcare technology) | Chief Customer Officer | Dec 2024 | Operating executive role; not disclosed as a related-party to EB . |
| Two non-profits (names not disclosed) | Director | Prior service | General governance exposure (no specifics) . |
Board Governance
- Board and Committees: Member, Nominating & Corporate Governance Committee; not a chair. EB’s board has a Lead Independent Director (Sean Moriarty); regular executive sessions of independent directors; all committee members are independent .
- Independence: Board determined all directors other than CEO are independent; all committee members meet NYSE/SEC independence standards .
- Attendance: Board met 4 times in 2024; each director attended ≥75% of board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Committee scope relevant to Wheeless: Nominating & Corporate Governance oversees board composition, governance guidelines, board/committee evaluations, and ESG oversight .
Fixed Compensation
| Component | Amount | Period/Detail |
|---|---|---|
| Annual Board retainer (cash) | $35,000 | Paid quarterly; program amended effective Jun 8, 2023 . |
| Nominating & Corporate Governance member fee (cash) | $5,000 | Annual member retainer . |
| 2024 Fees earned (cash) | $40,000 | Actual cash fees paid to Wheeless in 2024 . |
| 2024 Annual RSU grant (grant-date fair value) | $199,999 | 37,453 RSUs granted on Jun 6, 2024; time-based vesting . |
| Meeting fees | None disclosed | EB does not list per-meeting fees for directors . |
| Expense reimbursement | Standard | Reasonable out-of-pocket reimbursements . |
Notes:
- Directors may elect to take retainers in unrestricted stock; Wheeless did not elect equity in lieu of cash for 2024 (others did) .
- RSUs vest in full at the earlier of 1-year from grant or next annual meeting; accelerate upon “sale event” per 2018 Plan .
Performance Compensation
- Director equity is time-based RSUs; no performance-based director compensation disclosed (no options/PSUs tied to performance for directors) .
- Vesting specifics for 2024 grant: 37,453 RSUs granted June 6, 2024; vest at earlier of first anniversary or next annual meeting; full acceleration upon a “sale event” .
| Performance Metric | Target/Condition | Status |
|---|---|---|
| Performance-tied metrics for director pay | None disclosed | Program uses time-based RSUs only . |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed (public companies) | Public | — | No current public company boards disclosed for Wheeless -. |
| Nextech | Private (healthcare tech) | CCO | No EB-related party transactions disclosed with Nextech; Audit Committee reviews and approves related party transactions -. |
| Non-profits (unnamed) | Non-profit | Director | No conflicts disclosed . |
Expertise & Qualifications
- Customer success and operating leadership in payments and technology; commercial orientation and scaling companies experience (skills matrix shows “Scaling growth companies”, “Operating experience”, “Consumer growth strategy expertise”, “Marketplace experience” for the board; Wheeless contributes in these areas) .
- Education: MBA (American Intercontinental University); BS (Ohio State University) .
Equity Ownership
| Item | Count/Value | Notes |
|---|---|---|
| Total beneficial ownership | 73,361 Class A shares | 52,435 Class A shares plus 20,926 options exercisable within 60 days of Apr 1, 2025; <1% ownership; <1% voting power (row Naomi Wheeless) (note 8). |
| Outstanding options | 20,926 | Exercisable within 60 days; no director option grants disclosed for 2024 (note 8). |
| Outstanding RSUs | 37,453 | As of Dec 31, 2024 (includes deferred stock units, though Wheeless was not a deferrer in 2024) . |
| Shares pledged as collateral | None permitted | EB policy prohibits hedging/pledging for employees and directors . |
| Director stock ownership guideline | 5x annual cash retainer | Must meet by later of Jan 1, 2027 or five years from election; includes RSUs; excludes options . |
| Compliance status vs guideline | Not individually disclosed | Company discloses guideline and retention policy (retain 25% of shares until met) . |
Governance Assessment
- Alignment: Mixed cash/equity with annual RSU grants ($199,999) plus modest cash fees ($40,000) supports shareholder alignment without pay escalation; no performance-linked director pay reduces risk of target gaming .
- Independence & Engagement: Independent; active on Nominating & Governance; board and committees met regularly; ≥75% attendance; presence at annual meeting strengthens investor confidence .
- Ownership & Policies: Beneficial ownership is modest (<1%) but RSU grants and stock ownership guidelines (5x retainer by 2027) plus strict no-hedging/pledging policy enhance alignment and risk controls .
- Conflicts: No related-party transactions involving Wheeless disclosed; Audit Committee controls related-party approvals. Stripe payments were reviewed due to another director’s employment; no Wheeless involvement noted—low conflict risk .
- RED FLAGS: None disclosed for Wheeless. No hedging/pledging permitted; no director-specific legal proceedings; director compensation consistent with policy; attendance adequate. Say-on-Pay support ~95% in 2024 indicates constructive shareholder sentiment toward EB’s compensation governance overall .
Net takeaway: Wheeless brings customer success and operating discipline to EB’s board, is independent and engaged, with clean conflict profile and standard director incentives. Ownership is primarily via time-based RSUs; monitoring progress toward stock ownership guideline by 2027 is the key alignment check - .