DEF 14A 1 e21146_uber-def14a.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant  x  
   
Filed by a Party other than the Registrant  o  
   
Check the appropriate box:  
   
o Preliminary Proxy Statement  
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x Definitive Proxy Statement  
o Definitive Additional Materials  
o Soliciting Material Pursuant to §240.14a-12

 

Uber Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

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(Cover page)

 
 

 

Uber’s Purpose

 

 

     
Why we exist Who we are What we do
To reimagine the way
the world moves
for the better
Fearless optimists:
crazy enough to believe,
tenacious enough
to make it happen
Make real life
easier to navigate
for everyone

 

 

Our Cultural Norms

Our 8 cultural norms reflect who we are and where we’re going. They guide our decision-making, unite and define our culture, and tell a story to the world about Uber’s corporate purpose.

  We do the
right thing
Period.  
  We build globally,
we live locally
We harness the power and scale of our global operations to deeply connect with the cities, communities, Drivers, and riders that we serve every day.  
  We are customer
obsessed
We work tirelessly to earn our customers’ trust and business by solving their problems, maximizing their earnings, or lowering their costs. We surprise and delight them. We make short-term sacrifices for a lifetime of loyalty.  
  We celebrate
differences
We stand apart from the average. We ensure people of diverse backgrounds feel welcome. We encourage different opinions and approaches to be heard, and then we come together and build.  
  We act like owners We seek out problems, and we solve them. We help each other and those who matter to us. We have a bias for action and accountability. We finish what we start, and we build Uber to last. And when we make mistakes, we’ll own up to them.  
  We persevere We believe in the power of grit. We don’t seek the easy path. We look for the toughest challenges, and we push. Our collective resilience is our secret weapon.  
  We value ideas
over hierarchy
We believe that the best ideas can come from anywhere, both inside and outside our company. Our job is to seek out those ideas, to shape and improve them through candid debate, and to take them from concept to action.  
  We make
big bold bets
Sometimes we fail, but failure makes us smarter. We get back up, we make the next bet, and we go!  
 
 

 

 

Notice of 2021 Annual Meeting of Stockholders

 

 

     

Date & Time

May 10, 2021

11:00 a.m. Pacific Time

Location

Virtual

A live webcast of the Annual

Meeting will be available at
www.virtualshareholdermeeting.com/uber2021

Record Date

March 15, 2021

     

 

 

Items of business:

Board Recommendation:

     
Proposal 1:

Election of the eleven director nominees named in this proxy statement.

For each nominee

     
Proposal 2:

Approval, by non-binding vote, of the compensation paid to the company’s named executive officers as disclosed in this proxy statement (the “say-on-pay vote”).

For

 

     
Proposal 3:

Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021.

For
     
Proposal 4:

Removal of supermajority voting requirements in Certificate of Incorporation and Bylaws.

For

     
Proposal 5:

Stockholder proposal to prepare annual report on lobbying activities, if properly presented at the Annual Meeting.

Í Against

 

     

Stockholders may participate in the annual meeting by logging in at www.virtualshareholdermeeting.com/uber2021. Please see page 82 of the proxy for additional information regarding participation in the virtual meeting.

 

 

 

Your vote is very important to us. You can be sure your shares are represented at the meeting if you are a stockholder of record by promptly voting electronically over the Internet or by telephone or by returning your completed proxy card in the pre-addressed, postage-paid return envelope (which will be provided to those stockholders who request to receive paper copies of these materials by mail) or, if your shares are held in street name, by returning your completed voting instruction card to your broker. If, for any reason, you desire to revoke or change your proxy, you may do so at any time before it is exercised. The proxy is solicited by the board of directors of Uber Technologies, Inc.

 

We cordially invite you to attend the meeting.

 

 

 

To Vote Prior to Annual Meeting

 

By Internet By telephone By mail

Go to www.proxyvote.com
and follow the instructions

Call 1-800-690-6903

Sign, date and return your proxy card
in the postage-paid envelope

 

 

 

  By Order of the Board of Directors
   
 
   
  Tony West
  Chief Legal Officer and Corporate Secretary
San Francisco, CA
  March 29, 2021

 

2021 Proxy Statement       1

 
 

Important Information About Uber’s Virtual Annual Meeting

 

Uber’s 2021 Annual Meeting will be conducted virtually, via live webcast. As a global company with stockholders located around the world, we are focused on providing convenient access and promoting attendance and participation while ensuring the safety of all participants. The Board believes that the virtual format enhances attendance and active participation regardless of where a stockholder lives and recognizes this is particularly important during the COVID-19 pandemic.

 

Similar to last year, stockholders without an Internet connection or a computer will be able to listen to the meeting by calling a toll-free telephone number. We also intend to provide stockholders with the opportunity to communicate with the Board and management by submitting questions before and during the meeting on the virtual portal. A recording of the Annual Meeting will also be available on our investor relations website for one year following the Annual Meeting.

 

If you were a holder of record of Uber common stock at the close of business on March 15, 2021, you are entitled to participate in the Annual Meeting on May 10, 2021. Below are some frequently asked questions regarding our Annual Meeting.

 

How can I view and participate in the Annual Meeting? To participate, visit www.virtualshareholdermeeting.com/uber2021 and log in with your 16-digit control number included in your proxy materials.

When can I join the virtual Annual Meeting? You may begin to log in to the meeting platform beginning at 10:45 a.m. Pacific Time on May 10, 2021. The meeting will begin promptly at 11:00 a.m. Pacific Time on May 10, 2021.

How can I ask questions and vote? We encourage you to submit your questions and vote in advance by visiting www.proxyvote.com. Stockholders may also vote and submit questions virtually during the meeting (subject to time restrictions). To participate in the meeting webcast visit www.virtualshareholdermeeting.com/uber2021.

 

 

What if I lost my 16-digit control number? You will be able to log in as a guest. To view the meeting webcast visit www.virtualshareholdermeeting.com/uber2021 and register as a guest. If you log in as a guest, you will not be able to vote your shares or ask questions during the meeting.

What if I don’t have Internet access? Please call 1-877-328-2502 (toll free) or 1-412-317-5419 (international) to listen to the meeting proceedings. You will not be able to vote your shares or ask questions during the meeting.

What if I experience technical difficulties? Please call 844-986-0822 (U.S.) or 303-562-9302 (international) for assistance.

Where can I find additional information? For additional information about how to attend the Annual Meeting, please see “Additional Information” starting on page 82 which includes our Rules of Conduct for our Annual Meeting.

 

If there are questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints, management will post answers to a representative set of such questions at investor.uber.com. The questions and answers will remain available until Uber’s 2022 Proxy Statement is filed. We also encourage you to read our Annual Report on Form 10-K available at www.proxyvote.com.

Your vote is important to us!
Please vote today at www.proxyvote.com

 

 

2       2021 Proxy Statement

 
 

Letter from the Chairperson of the Board

 

Photo of Ronald Sugar

Ronald Sugar

Chairperson of the Board of Directors

Dear Stockholders,

We continue to live in unprecedented times. But it’s in periods of instability such as these that transparent and responsible governance becomes even more important.

Uber entered life as a public company on a strong foundation, including equal voting rights for each share of our stock, annual elections, and an independent chair. But we did not rest in 2020 as we continued to strengthen our stockholder engagement efforts. Based in no small part on your feedback, we continued to improve upon our governance structure, by expanding the scope of our stock ownership guidelines and clawback policy, making significant changes to our executive compensation program, providing additional disclosures on executive compensation practices in this proxy statement, making landmark commitments on climate, and releasing our inaugural ESG Report. We are also putting forward a management proposal in this proxy statement to eliminate supermajority voting provisions in our bylaws and certificate of incorporation.

We also continued to strengthen the diverse set of backgrounds, skills, and experiences of the board itself, with the additions of Mandy Ginsberg, Robert Eckert, and Revathi Advaithi who have already made tremendous contributions since joining in 2020. Most recently, we also welcomed Alexander Wynaendts to the Board, and we look forward to drawing on his tremendous leadership and regulatory experience, serving previously as CEO and Chair of Aegon.

While 2020 was certainly a challenging year, I’m very proud of how Uber responded. As the pandemic emerged and worsened, we acted quickly and decisively to help ensure the safety of drivers, delivery people and the communities they serve. We provided financial assistance to independent workers diagnosed with COVID, successfully lobbied Congress to ensure protections and benefits were available to these workers, and committed to giving out tens of millions of free rides, meals, and other deliveries to those in need around the world, including most recently to support greater access to vaccines.

As we look forward, we are confident that we are on the right path, and remain committed as ever to serving our stockholders and the millions of people who interact with our platform every day. We look forward to engaging with all of you at our annual meeting and we will always encourage you to share your concerns and feedback with us—not just at the 2021 Annual Meeting but throughout the year.

We are excited about what lies ahead and are grateful for your continued support.

Sincerely,

-s- Ronald Sugar

Ronald Sugar

Independent Chairperson of the Board of Directors

 

2021 Proxy Statement       3

 
 

Table of Contents

Notice of 2021 Annual Meeting
of Stockholders
1
Letter from the Chairperson of the Board 3
Proxy Statement Summary 5
COVID-19 Response 5
Business Highlights 6
Nominees for Board of Directors 7
Corporate Governance Highlights 8
Investor Engagement Efforts 9
Executive Compensation Highlights 10
ESG Highlights 11
Sustainability at Uber 12
Proposal 1 — Election Of Directors 20
Director Nominees 21
Other Governance Matters 25
Director Skills, Experience, and Background 26
Board Operations 27
Corporate Governance Policies and Practices 27
Business Conduct Guide and Code of Ethics 29
Director Independence Determination 30
Committees of the Board of Directors 30
Board Oversight 33
Certain Relationships and Related  Person Transactions 36
Communication with Directors and Executive Officers 37
Availability of Corporate Governance Documents 37
Director Compensation 38
Executive Officers 40
Security Ownership of Certain
Beneficial Owners and Management
41
Equity Compensation Plan Information 43
Executive Compensation 44
A Letter From Our Compensation Committee 44
Compensation Discussion and Analysis 46
Compensation Philosophy, Objectives, & Governance 52
2020 Executive Compensation Program Components 55
Other Benefits 64
Other Compensation Matters 65
Compensation Committee Interlocks and Insider
Participation
67
Compensation Committee Report 67
Compensation Tables 68
Summary Compensation Table 68
Grants of Plan-Based Awards Table 70
Outstanding Equity Awards as of
December 31, 2020
71
Stock Option Exercises and Stock
Vested During 2020
72
Potential Payments Upon
Termination or Change in Control
73
Proposal 2 — Advisory Vote to  
Approve 2020 Named Executive
Officer Compensation
75
Proposal 3 — Ratification of Appointment  
of Independent Registered Public  
Accounting Firm
76
Proposal 4 — Approval of Amendments  
to Certificate of Incorporation and  
Bylaws to Remove Supermajority  
Voting Requirements
78
Proposal 5 Stockholder Proposal  
to Prepare an Annual Report on
Lobbying Activities
80
Additional Information 82
Annual Meeting Information 82
Your Vote is Important 84
2022 Annual Meeting Information 86
Other Matters 87
Appendix A — Supplemental Information
About Financial Measures
88
Non-GAAP Reconciliations 88
Key Terms for Our Key Metrics and Non-GAAP
Financial Measures
89
Appendix B — Proposed Amendments to the
Company’s Certificate of Incorporation and
Bylaws
90


 

4       2021 Proxy Statement

 
 
                                                                                                                                                                                
  Proxy Statement Summary  
   
  (Image)
 

COVID-19 Response

When COVID-19 spread across the globe, the world as we knew it changed. The public health, economic, social, and emotional shocks of the pandemic will reverberate for a long time to come. But as communities come together in this unprecedented time, one thing is certain: with resourcefulness, compassion, and innovation, we’ll get through this together.

At Uber, safety is a top priority. Since the earliest days of the pandemic, Uber mobilized internal teams, listened to experts, and worked to support the health and well-being of employees, platform users, and the cities and communities we serve. Uber will continue to be a partner in recovery to our cities and stakeholders as we define and turn to a new normal.

Below are a few examples of the steps Uber has taken—and continues to take—to protect merchants, drivers, delivery people, and the communities where we operate.

 

 

Encouraging riders to stay home: We sent messages to riders in the app and on social media asking them to stay home, if they could, to support stay-at-home efforts and help slow the spread of the virus.

Supporting healthcare workers, first responders, and communities: Uber provided 10 million free rides and deliveries of food to frontline workers, seniors, and people in need, partnering with organizations such as the Bill and Melinda Gates Foundation, Feeding America®, Save the Children, UNESCO, and World Central Kitchen to provide free rides, food, and essential supplies for vulnerable populations worldwide. During COVID-19’s peak, we delivered over 280,000 prescriptions with the Gates Foundation in South Africa. By the end of June 2020, our teams had initiated more than 200 partnerships across 54 countries.

Providing health and sanitization supplies: We committed $50 million to help provide access to disinfectants, sanitization sprays and wipes, and ear-loop face masks to drivers and delivery people. We have purchased about 30 million masks/face covers, and have distributed them to more than 2.5 million drivers and delivery people around the world.

Supporting local restaurants: As restaurants shifted to takeout, we highlighted local independent restaurants in-app and provided new options such as leave-at-door delivery. We also introduced a feature through which customers could contribute to their favorite local restaurants directly from the app. In 2020, customers gave more than $20 million using the new contributions feature. In the US, Uber agreed to match every contribution to the National Restaurant Association Educational Foundation’s Restaurant Employee Relief Fund up to a total commitment of $5 million to support their important work and help provide critical funds to restaurant workers impacted by COVID-19. We have committed to provide $20 million in support efforts to help local restaurants in the U.S. and Canada during the pandemic as part of our "Eat Local" campaign.

New safety features: Putting safety first, Uber rolled out a global mask mandate for riders and drivers, redesigned the end-to-end app experience with new safety and health precautions, and implemented new technology to verify that drivers are wearing a mask. As of the end of 2020, 99.5% of trips have no reported mask issues.

  Driver checklist

We introduced a new Go Online Checklist, where drivers and delivery people must confirm that they aren’t showing symptoms of COVID-19 and that they have taken certain preventive measures, such as sanitizing the vehicle, before driving. They must also confirm that they’re wearing a face cover or mask.

  Face cover verification

Our new Face Cover Check technology helps to verify, using object recognition, if a driver is wearing a mask by asking them to take a selfie with the mask on. Drivers aren’t able to start accepting trips until they complete this step. We have completed 231 million mask verifications across Mobility and Delivery since we launched the feature.

  Rider in-app list

Riders see a similar list and must confirm that they will also take preventive actions, such as wearing a face cover, sitting in the back seat, and opening the window, if possible, for ventilation before being able to request a trip.

Drivers and delivery people: While the spread of COVID-19 has been challenging for all of us, it’s been particularly challenging for people who drive and deliver with companies like ours. Many of these independent workers are providing critical services during this crisis—from getting other essential workers to their jobs to getting

 

food to people at home. Uber has launched several new initiatives to support them while they support our communities.

For example, our global financial assistance policy, which we launched in the first week of March 2020, provides up to 14 days of financial assistance for drivers and delivery people who are diagnosed with an active case of COVID-19 or directed to self-quarantine or self-isolate by a doctor or public health official. To date, we have paid out over $25 million in financial assistance to over 75,000 drivers and delivery people.

We also developed and launched a Work Hub, which provides drivers and delivery people a new way to find other work, whether with Uber or another company, and expanded work options on our platform with the introduction of UberMedics for healthcare workers and Uber Direct or Connect for package delivery.

We worked with policymakers around the world to ensure that independent workers were included in government relief packages. We have advocated for workers’ access to testing and, more recently, vaccines.

10 million free rides and deliveries: We have committed to provide another 10 million free or discounted rides and deliveries to healthcare workers, seniors, and people in need in order to facilitate the distribution of the coronavirus vaccine.

Uber employees: Our employees have been and continue to be profoundly affected by the COVID-19 pandemic in many ways. Recognizing this, we strengthened our work-from-home policies and looked for new ways to support our employees as they navigated this unprecedented crisis in their personal and professional lives. This means we’ve provided even more attention and flexibility to caregivers by providing resources, tools, and support, and amplified our focus on mental health and wellbeing. In April 2020 we cancelled our midyear performance review cycle, allowing our employees to focus on efforts to keep our business running and adjusting to the demands of the work-from-home environment. In September 2020 we instituted the Global Caregiver Enhanced Flexibility Policy, in effect throughout the extended work-from-home period, to provide clarity around the flexible work options available to parents and caregivers, so employees can balance work with caring for those that matter to them most. This policy provides three broad options for caregivers: flexibility throughout the day, redistributing work hours, and the ability for employees to request shift changes to better align with their schedules. We have extended our voluntary work-from-home policy until September 2021 to provide our team with flexibility, choice, longer-term clarity, and time to plan ahead.

In April - May, we made the incredibly difficult decision to reduce our workforce by approximately 25%, and to reduce investments in several non-core projects. Central to our approach were efforts to ensure that we treated our people well, and that we continued to be as transparent with our employment decisions as possible. We worked diligently to provide strong cash severance benefits and other support for those leaving Uber, such as a designated period of continued healthcare coverage, or the cash equivalent, at the Company’s expense and an alumni talent directory. While the severance package differed somewhat by country or individual, we did our best to be faithful to our principles of compassion and transparency, and took care to support people in special situations, like those on US visas or parental leaves. However, we acknowledge that no severance package, regardless of how thoughtful or generous, replaces meaningful employment, and that we would not be where we are today without the significant contributions of all our Uber alumni.

       

 

2021 Proxy Statement       5

 
 
                                                                                                                                                                                  
  Proxy Statement Summary  
   
   
 

Business Highlights

2020 marked a year like no other. Like many companies, the global impact of the COVID-19 pandemic put Uber to the test in 2020. Despite many challenges, we proved that we are capable of adapting under the pressure of a global crisis.

       
   
  We moved rapidly to focus our growth opportunities while securing our future
  (Image)
     
   
  Steadily recovering from pandemic with a leaner cost base
  (Image)                (Image)                (Image)
     
   
 

(Image)                (Image)

 

       

 

6       2021 Proxy Statement

 
 
                     
     Proxy Statement Summary  
   
   
  Nominees for Board of Directors
   
  You are being asked to vote on the election of the eleven directors listed below. Additional information about each nominee’s background and experience can be found beginning on page 21.  
     
   
    (Image)

Ronald Sugar

Former Chairman and
CEO, Northrop Grumman

Age: 72
Board Tenure: 2.7 Years
Committee Memberships: Nominating
and Governance (Chair); Compensation

    (Image)

Revathi Advaithi*

CEO, Flex

Age: 53
Board Tenure: 0.7 Years
Committee Memberships: Audit

 
                 
    (Image)

Ursula Burns*

Chairman, and Former CEO, VEON

Age: 62
Board Tenure: 3.5 Years
Committee Memberships: Audit; Nominating and Governance

    (Image)

Robert Eckert*

Partner, FFL Partners; Former CEO, Mattel

Age: 66
Board Tenure: 1.0 Years
Committee Memberships: Nominating and Governance; Compensation

 
                 
    (Image)

Amanda Ginsberg*

Former CEO, Match Group

Age: 51
Board Tenure: 1.1 Years
Committee Memberships: Audit

    (Image)

Dara Khosrowshahi

CEO, Uber

Age: 51
Board Tenure: 3.6 Years
Committee Memberships: None

 
                 
    (Image)

Wan Ling Martello*

Co-founder and Partner, BayPine; Former Executive Vice President, Nestlé

Age: 62
Board Tenure: 3.8 Years
Committee Memberships: Nominating and Governance; Compensation

    (Image)

Yasir Al-Rumayyan*

Governor, The Public Investment Fund

Age: 51
Board Tenure: 4.8 Years
Committee Memberships: Audit

 
                 
    (Image)

David Trujillo*

Partner, TPG

Age: 45
Board Tenure: 3.8 Years
Committee Memberships: Nominating and Governance; Compensation (Chair)

    (Image)

John Thain*

Former Chairman and CEO, CIT Group

Age: 65
Board Tenure: 3.5 Years
Committee Memberships: Audit (Chair)

 
                 
    (Image)

Alexander Wynaendts*

Former CEO and Chairman, Aegon NV

Age: 60
Board Tenure: <0.1 Years
Committee Memberships: Audit

   

Note: Age and Board tenure measured as of March 29, 2021

† Independent Chairperson of the Board

* Independent Director

 
       
       

 

2021 Proxy Statement       7

 
 
                                                                                                  
  Proxy Statement Summary  
   
   
 

Corporate Governance Highlights

We strive to maintain the highest governance standards in our business. Our commitment to effective corporate governance is illustrated by the following practices:

     
 

(Image) WHAT WE DO

·   Independent chairperson

·   Look for qualified women and underrepresented minorities for every open Board seat

·   Fully independent Audit, Compensation, and Nominating and Governance Committees that meet at least quarterly

·   Annual elections for all directors

·   Directors elected by majority vote in uncontested elections

·   Board oversight of management succession planning

·   Board, committee, and individual director evaluation process

·   Stock ownership guidelines for directors and executive officers

·   Clawback policy in our executive compensation program

·   Incorporate performance metrics tied to our cultural norms, including Safety, and Diversity & Inclusion (“D&I”) metrics into executive compensation

 

(Image) WHAT WE DON’T DO

·   Dual class stock

·   Allow hedging of Uber stock by directors or employees

·   Allow pledging of Uber stock by directors or employees for margin loans or similar speculative transactions

·   Have a shareholder rights plan (“poison pill”)

·   Have a classified board

 

       
  (Image)
       

 

8       2021 Proxy Statement

 
 
                     
  Proxy Statement Summary  
   
   
 

Investor Engagement Efforts

We believe effective corporate governance includes constructive conversations with our stockholders on topics such as strategy, operating performance, corporate governance, executive compensation, environmental sustainability, and corporate responsibility and social impact issues, including in 2020, the impact of, and our response to, COVID-19. These conversations drive increased corporate accountability, improve decision-making, and ultimately create long-term stockholder value.

Even before becoming a publicly-traded company, our senior management team worked to establish and implement a culture of transparency by regularly engaging with our stockholders and providing updates on our financial and business performance. As we approached our initial public offering in 2019, we substantially reshaped our corporate governance structure, policies, and procedures based on input from our stockholders. Since then, we have continued to increase our investor engagement efforts with a growing number of our largest stockholders and other key constituents on a wide variety of interests including our strategy and operating performance and also corporate governance, executive compensation and environmental and social matters. In the lead-up to our first annual meeting in 2020 and throughout the year, our independent chairperson, Ronald Sugar, also met with many of our largest stockholders to discuss a variety of topics.

We believe these engagement efforts with our stockholders will allow us to better understand our stockholders’ priorities and perspectives and provide us with useful input concerning our corporate strategy, our compensation, and ESG practices.

     
       
  In 2020 How we engaged with
investors
Topics discussed with our
investors
 
  Held calls and meetings
with over 75% of our
top 100 stockholders
representing over 65% of
shares outstanding
(Image) We invited our largest investors
to discuss any topics they desire

›   COVID-19 response

›   sustainable growth rate

›   path to profitability

›   capital allocation

›   regulatory issues

›   geographic strategy

›   governance and financial performance

›   our executive compensation program and the say-on-pay proposal,

›   ESG matters, including driver and delivery person well-being, D&I, safety initiatives and climate change

›   strategy and risk management, including cyber risk, Board composition and succession, and increasing Board diversity

›   improvements in our disclosures

 
       
  (Image) We regularly reported our
investors’ views to our Board of
Directors
 
       
  (Image) We engaged with analysts through
quarterly conference calls,
our
investor relations website, and
meetings and calls
 
       
  (Image) Our Chairperson of the Board
and members of our executive
leadership team
participated in
investor outreach
 
       
  (Image) Published our inaugural ESG
Report
 
           
       
                 

 

2021 Proxy Statement       9

 
 
                
  Proxy Statement Summary  
   
   
 

Executive Compensation Highlights

Two years prior to our initial public offering (“IPO”), our Board of Directors commenced a process to transform Uber from a founder-led, private company into a publicly traded company led by a diverse, experienced, and talented senior management team. As a significant component of that process, our Compensation Committee has taken incremental steps each year to systematically evolve our executive compensation program and our human capital strategies, initiatives, and programs with respect to culture, recruitment, retention, and engagement into that of a public company with world-class executive compensation practices.

Together with the members of our Compensation Committee, we are committed to holding ourselves accountable to our stockholders and to ongoing stockholder engagement and dialogue as we continue to evaluate the steps that are necessary and advisable for our Compensation Committee to take, together with the appropriate implementation timeline, in order to continue the systematic evolution of our compensation program for our named executive officers (“NEOs”). In connection with this process, we seek to ensure that our compensation programs strike an appropriate balance between systematic change and what we believe is necessary in the dynamic and highly competitive environment in which we operate to attract, motivate, and retain key talent critical to the success of our business and the creation of long-term stockholder value.

As a component of that accountability, following our first say on pay vote in 2020, we engaged with our stockholders over the course of the year to obtain feedback and perspective on the appropriate next steps in the continued evolution of our compensation program in 2020 and 2021.

     
  (Image)  
     
  The following is a summary of the most notable changes we implemented in 2020 and those we implemented in 2021, taking into account feedback from our stockholders.  
             
  2020 Program Highlights     2021 Program Highlights  
           
 

Market-competitive CEO compensation. Transitioned CEO’s total compensation from levels negotiated upon hire to substantially lower, market-competitive levels of an incumbent CEO.

Aligned NEO compensation. Realigned NEO compensation to be more internally consistent and aligned with market practice.

More at-risk compensation. Shifted target compensation for all NEOs towards greater at-risk compensation.

Further defined cash bonus plan metrics. Established more formulaic performance metrics and weightings.

Aligned compensation with cultural norms. Further aligned cash and equity program performance metrics with cultural norms, including D&I and safety metrics.

Stabilized executive leadership team. Retained and stabilized executive leadership team during uncertain COVID-19 environment and aggressive market for experienced leadership.

Investor engagement. Established robust investor engagement program.

Strengthened governance policies. Expanded scope and application of Stock Ownership Guidelines and Clawback Policy.

   

Refined peer group. Reduced emphasis on large bellwether companies, aligning peer group with our current revenue and market capitalization and companies that currently compete with us for business and talent.

Expanded PRSU Participation. Expanded scope of performance-based restricted stock unit (“PRSU”) program to include all NEOs; 50% of annual equity awards granted to the CEO and CFO, and 33% of annual equity awards for all other NEOs awarded in the form of PRSUs.

More longer-term PRSU goals. Expanded number and weighting of PRSU goals measured over 3 years; incorporated 3-year relative total shareholder return modifier ("rTSR").

Separated performance goals. Furthered differentiation between metrics under annual cash bonus plan and PRSU program.

Strengthened annual bonus plan structure. Added defined metrics, weighting, and threshold and maximum levels of achievement, an individual performance modifier, and an overall payout cap of 200% of target bonus to annual cash bonus plan.

 

 
           

 

10       2021 Proxy Statement

 
 
             
    Proxy Statement Summary  
   
   
 

ESG Highlights

At Uber, we are committed to sustainability as we reimagine the way the world moves for the better and work to make real life easier to navigate for everyone. In 2020, we identified nine of the most relevant ESG issues to our Company and published our first ESG Report. Highlights of our ESG commitments and progress in 2020 include:

     
  (Image)  
     
  (1) For additional information on our response to the COVID-19 pandemic, see COVID-19 Response in the Proxy Statement Summary.  
         
 

    Driver/delivery person well-being

Advocated successfully in key markets to preserve flexibility and improve the quality and experience of independent work

    User safety

Innovated and invested in safety technology as we pursue industry leadership in safety

    Cybersecurity

Expanded ISO 27001 certification to our core rides business, having maintained certification for our enterprise business line since 2019

    Ethics & compliance

Published our US Corporate Political Activity Policy, our US Corporate Political Contributions and amended the Nominating and Governance Committee’s charter to formally oversee political and lobbying activities

   

    Diversity, equity, inclusion & culture

Continued commitment to diversity and inclusion, made new commitments to being an anti-racist company

    Climate change

Committed to zero mobility emissions in the US, Canada and Europe by 2030, and zero mobility emissions everywhere by 2040

    User privacy

Published our privacy principles as we work to be a trusted steward of our users’ and employees’ personal data

    Local impact

Acquired Routematch to better support cities in providing more accessible public transportation

 
           

 

2021 Proxy Statement       11

 
 

Proxy Statement Summary

 

Sustainability at Uber

Our Approach

At Uber, we believe that sustainability is integral to the success of our business. We recognize that Uber’s financial performance and prosperity can only be built alongside the prosperity of our key stakeholders. This includes investors, employees, cities, and the drivers, delivery people, merchants, and consumers who use our platform to connect with work, food, goods, families, and friends. These enduring relationships—based on integrity, accountability, and respect—empower Uber to reimagine the way the world moves for the better.

In 2020, Uber performed its first ESG materiality assessment to inform and further develop our ESG reporting and strategy. This assessment was completed in June 2020 amid the active COVID-19 pandemic, a divisive political environment, civil unrest regarding systemic racism and inequality, and a deeply recessed global economy. The assessment captured the ESG issues deemed to be

 

of greatest relative importance to Uber as of that time. Responding to input from many of our investors, the report was informed by the reporting standards of the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-Related Financial Disclosures (TCFD). As part of our corporate commitment to continual improvement, we expect to build on ESG content and analysis in future iterations of this report. A discussion of the process used to conduct the assessment is available in our 2020 ESG Report.

The most material ESG issues identified for 2020 included: our response to the COVID-19 pandemic; the well-being of the drivers and delivery people who use our platform for work; safety in both the physical and digital worlds; diversity, inclusion, and culture; data privacy; impacts to the local communities we serve; cybersecurity; ethics and compliance; and climate change.

 

2020 ESG materiality matrix

 
Note: Our ESG materiality assessment was designed to identify the most relevant, or material, issues from an ESG perspective, which is a broader standard than that used in our financial disclosures. The use of “material” when referring to ESG topics is intended to flag the most important issues from our ESG assessment, and does not speak to the materiality of those issues to Uber as a whole. Within boxes, issues are depicted in alphabetical order.

 

12       2021 Proxy Statement

 
 

Proxy Statement Summary

 

Governance of ESG Issues

The ESG issues identified in our assessment are critical to the long- term success of our business and our business strategy. As such, and as appropriate, they are overseen by our Board of Directors and the Board’s independent Audit, Compensation, and Nominating and Governance Committees. In October 2020, the Board of Directors amended the charters of each key committee to formalize oversight of ESG issues, specifically data privacy, human capital management, environmental sustainability, and political and lobbying activities. See "Committees of the Board of Directors" beginning on page 30 for more detail on the composition, roles and responsibilities of these  

committees. The 2020 ESG Report shares examples of the Board’s and management’s involvement in and oversight of key ESG issues in 2019 and 2020.

In addition, our ESG Working Group meets regularly to discuss our ESG strategy, engagement and reporting with an eye to continual improvement. The Working Group is composed of representatives from legal, compliance, policy, human resources, workplace sustainability, safety and insurance, communications and core business lines.

 

 

Governance of ESG—at a glance

Board committees  

Audit Committee

Compensation Committee

Nominating and Governance Committee

   
       
Leadership   Executive leaders at the Company    
 

Chief Executive Officer

Chief Financial Officer

Senior Vice President, Chief Legal Officer and Corporate Secretary

Chief Diversity and Inclusion Officer

Senior Vice President and Chief People Officer

Senior Vice President, Marketing and Public Affairs

 

Senior Vice President, Mobility and Business Operations

Senior Vice President, Delivery

Chief Technology Officer

Head of Uber Freight

       
ESG and
sustainability
working group
  More than 50 full-time employees across the Mobility, Delivery, Policy, Workplace, Finance, and Legal teams focus on various aspects of Uber’s sustainability and ESG efforts, including:
 

Head of ESG Strategy and Engagement

Head of Investor Relations

Head of Diversity and Inclusion Strategy and Planning

Head of Global Sustainability Policy

Head of Work and Economic Policy

Director, Policy for Cities and Transportation

Public Policy Manager, Safety

 

Public Policy Manager, Consumer Protection and Safety

Director, Social Impact

Global Sustainability Program Manager, Workplace

Senior Counsel, Legal Compliance

Manager, Strategy & Planning – Uber Eats

Senior Manager, Strategy & Planning – Uber Transit

 Senior Associate, Strategy & Business Development – Uber Freight

 

2021 Proxy Statement       13

 
 

Proxy Statement Summary

 

Key ESG Initiatives

The following provides examples of Uber’s commitment to our stockholders and other stakeholders throughout the year. For additional information on our response to the COVID-19 pandemic, see COVID-19 Response in the Proxy Statement Summary.

Driver and Delivery
Person Well-Being

•  Held engagement and listening sessions with drivers and delivery people around the world and conducted numerous surveys to gather feedback on the app, our support services, and other matters. We are committed to capturing the diverse perspectives of all the workers on our platform while providing transparency into the state of the worker experience.

•  Advocated on behalf of drivers and delivery people in markets around the world to preserve flexibility of work while expanding access to independent contractor benefits and protections. In the US, we put forward a proposal to improve the quality of independent work for platform workers, including requirements for platform companies like Uber to accrue worker-directed benefits funds and provide occupational accident insurance for injuries on the job. Examples of success include the passage of Proposition 22 in California; and the passage of national legislation in India Parliament which requires platform companies, or aggregators, to make contributions toward social security for gig and platform workers.

•  Partnered with leading insurance companies around the world to pioneer protections for independent workers, and rolled out an earnings standard, injury protection insurance, and healthcare stipends pursuant to the passage of Proposition 22 in California.

•  Partnered with academic and learning institutions to provide drivers and their family members with courses on entrepreneurship, skills development and language learning. Examples include Uber’s partnership with Arizona State University (ASU) through which over 11,000 drivers and their family members have enrolled; and our work with the Open University in the UK, and LOI in the Netherlands. Uber also partnered with African Management Institute to launch a free learning program focused on skills development and entrepreneurship for drivers in Sub Saharan Africa.

•  Partnered with Enterprise Nation in the UK to launch a business builder program, supporting 100 drivers and couriers to develop their entrepreneurial ideas through an 8 week course plus grant funding of £2,000 to £10,000.

•  Partnered with Pursuit in New York to identify, recruit, and train drivers to become software engineers at Uber.

•  Committed to providing transparency to drivers regarding what they can expect to earn where data is available and reliable. Pursuant to this, we are piloting an Earnings Estimator tool that uses historical earnings data along with a few simple user inputs to estimate weekly earnings, allowing drivers to make more informed decisions about whether, when, and where to drive. By the end of 2020, the Earnings Estimator was available to more than 40% of active U.S. drivers in more than 30 cities.

•  Partnered with Walgreens to streamline vaccine availability to over 1 million drivers and delivery persons, provide product integrations to facilitate vaccine access, and provide 50,000 rides to underserved communities to vaccination appointments at Walgreens. We intend to explore new features and services in partnership with moving forward to facilitate vaccine access.

User Safety

•  Uber was the first company to implement a “No mask, no ride” policy and remove access to the platform for riders and drivers who repeatedly violate this policy. We introduced Mask Verification technology to help confirm if a driver is wearing a mask. Riders must also verify they are wearing a mask and taking certain steps to help prevent the spread of COVID-19 during their trip. If we receive a report of a rider not following Uber’s “No mask, no ride” policy, we will require them to pass a Mask Verification — and take a selfie with their mask on—before they can take their next trip. As of the end of 2020, 99.5 percent of trips had no reported mask issues.

•  At the beginning of the COVID-19 pandemic, when domestic violence was surging in frequency, we partnered with domestic violence organizations and local governments around the world to provide more than 50,000 free rides to shelters and safe spaces, and more than 45,000 free meals.

•  Launched dozens of new programs and partnerships around the world aimed at addressing and preventing gender-based violence.

 

14       2021 Proxy Statement

 
 

Proxy Statement Summary

 

 

•  Launched driver education podcasts on gender-based violence and discrimination developed by ACTO in Mexico, Aequales in Colombia, INTEC in Dominican Republic, Efecto Boomerang in Costa Rica and Guatemala, and Promundo Institute in Brazil.

•  In partnership with RAINN, the largest anti-sexual violence organization in the U.S., we launched mandatory sexual misconduct education for drivers in the U.S. and are rapidly expanding this education globally, in partnership with local anti-gender-based violence organizations.

•  In partnership with leading anti-human trafficking advocacy organizations, we launched a multi-continent anti-human trafficking campaign to commemorate World Day Against Trafficking in Persons. The Campaign was complete with new resources, podcasts, and videos for drivers, delivery people, and riders in the U.S., Canada, and the majority of our Latin American markets. Later in the year, we replicated the campaign in South Africa, in partnership with A21. For the first time in early 2021, in the US, Uber sent an in-depth educational video developed by Polaris, to all active drivers and delivery people and sent tips for identifying trafficking to Freight carriers, in partnership with Truckers Against Trafficking.

•  Launched in-app PIN Verification feature to help ensure riders are getting in the right car. The opt-in feature provides a 4-digit code that a rider can provide to their driver. The driver must enter the 4-digit code into the driver app before the ride can start.

•  In addition to the emergency assistance feature in the Uber app, riders and drivers can now text-to-911 from the Uber app in regions where 911 centers have text-to-911 availability. Key trip details like car license plate and make and model are auto-populated in the initial text message.

•  Convened a coalition of leading U.S. road safety advocates to address critical COVID-specific road safety concerns of DUIs, speeding, distraction, and occupant protection.

•  Led the way on seat belt usage in rideshare by developing in-app seat belt reminders to riders and partnering with the Governors Highway Safety Association on a US campaign.

•  Commemorated the anniversary of our U.S. Safety Report by announcing the launch of the Uber Survivor Resources Hotline and Support Fund, in partnership with RAINN. The Hotline connects survivors with Uber-funded, confidential and trauma-informed support for survivors reporting the most critical sexual assault incidents related to the Uber app.

Diversity & Inclusion |
People & Culture

•  In July, Uber made 14 commitments towards eliminating racism from our platform, building equitable products with our technology, and doubling down on equity and belonging both internally and in the communities we serve. Highlights include

°  Pay equity, full stop: Three years ago, we analyzed our salary data and made adjustments to achieve pay equity on the basis of race and gender. We will continue to focus on maintaining this important measure of pay equity going forward. In 2020, women at Uber globally earned $1.00 for every $1.00 (total cash) earned by men performing similar job functions. In that same time period in the U.S., in aggregate, employees from underrepresented racial backgrounds earned $1.00 for every $1.00 (total cash) earned by non-underrepresented peers at the same job level.

°  Double Black representation in leadership: We plan to double Black representation in leadership by 2025 through pipeline development and hiring. We define leadership as those with Director titles and above, representing the 5 most senior levels at Uber.

°  Double the talent pipeline: We want to create pathways for drivers, delivery people, and Uber customer support staff, many of whom are people of color, to advance their careers. We’ll aim to double the pipeline of people who want to pursue corporate or other opportunities with Uber by 2025.

•  Established the Racial Equity Leadership Council (RELC) to ensure accountability and serve as the body responsible for operationalizing Uber’s commitments to building racial equity internally and externally, within our products, services, and advocacy. The RELC is composed of 16 senior leaders across Uber’s business units and geographies and ERG leaders from Asian at Uber, Black at Uber, and Los Ubers.

 

2021 Proxy Statement       15

 
 

Proxy Statement Summary

 

 

•  Released our 2020 People & Culture Report featuring diversity data about our employees. The report also discusses long-term systemic changes that we believe lead to better representation and an improved sense of belonging. It is a reflection of our commitment to move forward with racial and social equity at the center of all we do. We will continue to publish an annual People & Culture report and expand it to include data on intersectionality and self-identification data outside of the US.

•  Launched a formalized D&I strategic planning process for 2021 where the CEO’s direct reports established comprehensive plans and operational targets to improve women representation and URP representation in the US at all levels.

•  Formally added oversight of human capital strategies, initiatives and programs with respect to the Company’s culture, talent, recruitment, retention and employee engagement to the charter of the Board Compensation Committee.

•  Engagement: Over 90% of Uber’s employees participated in our company-wide Pulse Survey in August 2020. The survey is used to gauge employee sentiment and enable organization-wide planning. These numbers fell in 2020 as our company weathered the health and economic impacts of COVID-19. We are actively listening and working to improve in 2021.

°  Key Takeaways:

– Employees who are “Actively Engaged”: 64%

– Employees who perceive Uber’s mission favorably: 80%

– Employees who are proud to work for Uber: 76%

Climate Change

•  Committed to being a global zero-emission mobility platform by 2040, with 100% of rides globally in zero- emission vehicles or through micromobility and public transit. We also set an earlier goal to have 100% of rides take place in electric vehicles (EVs) in US, Canadian, and European cities by 2030.

•  Committed to match 100% of the electricity consumption from all global facilities and data centers with renewable energy by 2030. Pursuant to this, we entered into a renewable energy power purchase agreement in which electricity consumption for our US office footprint will be matched with 100% new renewable energy by 2025.

•  Joined the Science Based Targets Initiative to build rigor and accountability into our ambitious emissions targets. We also joined Tesla and 26 other companies in launching the Zero Emissions Transportation Association (ZETA), a new organization advocating for national policies that will enable 100% electric vehicle (EV) sales by 2030. In addition, we signed on to the Climate Pledge, a commitment co-founded by Amazon and Global Optimism to take urgent action to meet the Paris Agreement 10 years early.

•  Established a Green Future program that provides access to resources valued at $800 million to help hundreds of thousands of drivers transition to battery EVs by 2025 in Canada, Europe, and the US. Partnered with vehicle manufacturers, charging network providers, and EV rental and fleet companies such as Avis EV rentals and EVgo.

•  Launched the French Clean Air Plan and continued the existing London Clean Air Plan to help drivers overcome price premiums for battery EVs, as we move towards 100% electric service.

•  Expanded Uber Green, our EV and hybrid ride option, to 1400+ new North American cities and towns. Riders in cities like Washington D.C, Austin, Calgary, Houston, Miami, New York City, Tucson, Winnipeg and hundreds more can now choose a greener ride.

°  Integrated Uber Green into our membership service, Uber Pass, so that Pass members will receive 10% off Green trips just as they would with a standard ride.

°  Integrated micromobility in 55 cities globally through a partnership with Lime.

 

16       2021 Proxy Statement

 
 

Proxy Statement Summary

 

Local Impact

 

•  Acquired Routematch, a leading provider of software solutions to over 500 North American and Australian public transportation systems; launched a few of Routematch’s largest programs to date in Dallas (DART), and Charlotte (CATS) to support paratransit systems.

•  Supporting our drive toward zero emissions, we’re continuing to expand our offerings of sustainable alternatives to the personal car. This will help cities avoid a return to traffic gridlock and pollution once people feel safe to move again.

°  Journey Planning is now available in 10+ more cities, including Atlanta, Auckland, Brisbane, Buenos Aires, Guadalajara, Philadelphia, Rome, Bangalore, Chennai, and Mumbai. This means you can plan your entire public transit journey, from swiping through real-time schedules to walking directions to and from transit stations, directly in your Uber app in more than 40 cities globally.

°  Uber Transit is rolling out in Mexico City and London, having been previously available in Sydney and Chicago. This feature empowers you to lower your emissions and reduce congestion by planning a multimodal trip, combining UberX with walking directions and city bus, subway, or train connections.

•  Launched a $10 million program to support Black-owned businesses and showcased Black-owned restaurants on Uber Eats. Our Uber Eats, Product, Marketing, and Policy teams—and others—worked in partnership with the Black at Uber employee resource group to help make it easy for Uber Eats users in select markets to support local, independently owned small and medium-sized Black-owned restaurants who opted into the program by offering a $0 Delivery Fee from June - December 2020. Launched a national program of pop-ups to expand outdoor dining and kitchen space for local Black-owned businesses.

•  Formalized and expanded our Fairness Working Group, a team of data scientists, product managers, and operations leaders that advise on how to build products that take into account issues of fairness and equity. This group meets regularly to address issues related to potential bias on our platform. While systemic inequities are prevalent in many communities because of exclusionary policies in zoning, affordable housing, and transit availability, Uber works vigilantly to guard against bias on our platform.

•  In times of crisis in the communities we serve, Uber leveraged its platform, resources and network to take people away from harm and move what matters to communities in need. For example, Uber provided automatic free rides for Beirut residents for three days following the deadly blast in early August 2020, and moved medical supplies from the United States to Beirut via Freight. We also offered automatic free rides in the areas most impacted by the California wildfires and supplied over 400,000 pounds of food, water and medical supplies via Freight. In response to Hurricanes Laura and Sally, Uber hauled over 92,000 pounds of roofing for damaged homes with Every Shelter.

Data Privacy &
Cybersecurity

 

•  Launched three new data privacy features: Explore Your Data feature, which allows authenticated users to see a convenient summary of their key data, including their trips, Uber Eats deliveries, rider rating, and basic account information; View as Driver, which shows riders what their driver sees about them at every stage of their trip; and Profile Data Expiration, a feature that removes certain personal information about drivers from riders’ post-ride receipts. These features complement a suite of other user-facing data privacy features, including the ability to share location data with Uber or with trusted contacts, determine which notifications are most relevant, and delete one’s account.(1)

•  Published Uber’s Privacy Principles, listed below, which provide stability and a common framework that our teams can use when building new products. These principles are based on the Fair Information Practice Principles (FIPPs) and demonstrate how Uber applies these concepts to our business. They also focus on ethics and responsible data management, the combination of which forms a strong foundation to build trust and confidence in a positive user experience around the world.

° We do the right thing with data

° We build privacy into our products from start to finish

° We collect only what we need

° We are transparent about our data practices

° We give users choices about their data

° We safeguard personal data

 

 

(1) View as Driver and Profile Data Expiration launched in U.S. and Canada only

 

2021 Proxy Statement       17

 
 

Proxy Statement Summary

 

 

•  Published our annual Transparency Report that provides an overview of information that was provided to federal and state regulators and law enforcement agencies in the US and Canada between January and December 2019. Our report is one of a few that discloses information about how non-law enforcement entities, like transportation agencies, request data from our business.

•  Obtained ISO 27001 certification (which is issued by independent third party auditors) for our core rides business in 2021. Uber has maintained ISO 27001 certification for its enterprise business line (i.e. Uber for Business, Uber Central, and Uber Health) since 2019. ISO 27001 is a globally recognized framework for managing Information Technology (IT) security and risk. Uber’s information security program is based on ISO 27001 framework and through ongoing development of our Information Security Management System (ISMS), Uber is able to satisfy customer requirements in regards to their information and confidentiality.

•  Obtained SOC2 certification for its enterprise business line (i.e. Uber for Business, Uber Central, and Uber Health). SOC 2 Type 2 report is designed to provide assurance over the effectiveness of the controls in place that are relevant to security. Similarly SOC 2 Type 2 report is issued by independent third party auditors.

•  Formally added oversight of data privacy to the charter of the Board’s Audit Committee.

Ethics & Compliance

•  Conducted a global campaign for employees to acknowledge and agree to its revamped Business Conduct Guide resulting in near 100% acknowledgement.

•  Launched a new Ethics & Compliance training curriculum featuring highly customized online modules, targeted training by role for Anti-corruption and Antitrust, and focused in-person sessions.

•  Conducted our second annual Stand Up / Speak Up campaign to raise awareness for how to raise questions or concerns about standards of conduct and enveloped the campaign with a week-long celebration of Ethics featuring fireside chats with noted academics, panel discussions on important ethics programs across the company and even a movie screening where the protagonist did the right thing Period.

•  Uber partnered with other leading companies to benchmark sexual harassment policies and processes with The Purple Campaign in an effort to have best-in-class guidance for employees around these important topics.

•  Published a summary of Uber’s US Corporate Political Activity Policy and 2020 US corporate political contributions and independent expenditures, and formally added oversight of political activities and lobbying to the charter of the nominating and governance committee.

 

We are proud of the progress we’ve made and are committed to continual improvement, in both ESG performance and reporting. Our 2020 ESG report can be found in the Investors section of our website, www.uber.com. Our website and ESG Report are not part of or incorporated into this proxy statement.

 

18       2021 Proxy Statement

 
 

Proxy Statement Summary

 

Voting Agenda

         
Proposal 1

Election of Directors

 

The Board of Directors recommends a vote FOR each of the director nominees listed in this proxy statement to hold office until the 2022 annual meeting of stockholders and until their successors are elected.

 

Our Board
recommends a
vote FOR each nominee

  (Image)

See page 20
for more information

         
         
Proposal 2

Advisory Vote to Approve 2020 Named Executive Officer Compensation

 

The Board of Directors recommends a vote “for” the approval, on a non-binding advisory basis, of the 2020 compensation of our NEOs (the “say-on-pay vote”).

 

Our Board
recommends a
vote FOR the say-on-pay vote

  (Image)

See page 75

for more information

         
         
Proposal 3

Ratification of Appointment of Independent Registered Public Accounting Firm

 

The Board of Directors recommends a vote “for” the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021.

 

Our Board
recommends a
vote FOR

  (Image)

See page 76

for more information

         
         
Proposal 4

Removal of Supermajority Voting Requirements in Certificate of Incorporation and Bylaws

 

The Board of Directors recommends a vote “for” the amendment of the Company’s certificate of incorporation and bylaws to remove supermajority voting requirements.

 

Our Board
recommends a
vote FOR

  (Image)

See page 78

for more information

         
         
Proposal 5

Stockholder Proposal to Prepare an Annual Report on Lobbying Activities

 

If properly presented at the Annual Meeting, the Board of Directors recommends a vote “against” the stockholder proposal to provide an annual report on the Company’s lobbying activities.

  Í

Our Board
recommends a
vote AGAINST

  (Image)

See page 80

for more information

         

 

2021 Proxy Statement       19

 
 

Proposal 1 — Election of Directors

Our board of directors has nominated the eleven director nominees listed below for election at the 2021 Annual Meeting. Each of the director nominees currently serves on the board. The current term of all directors will expire at the 2021 Annual Meeting when their successors are elected, and the board has nominated each of these individuals for a new one-year term that will expire at the 2022 annual meeting when their successors are elected.  

Each of the director nominees identified in this proxy statement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a director if elected by the Company’s stockholders. If any nominee becomes unable or for good cause unwilling to serve between the date of the proxy statement and the 2021 Annual Meeting, the board may designate a new nominee, and the persons named as proxies will vote on that substitute nominee.

Name Age Position
Ronald Sugar(1)(2) 72 Independent Chairperson of the Board of Directors
Revathi Advaithi(2) 53 Director
Ursula Burns(2)(3) 62 Director
Robert Eckert(1)(2) 66 Director
Amanda Ginsberg(3) 51 Director
Dara Khosrowshahi 51 Director and CEO
Wan Ling Martello(1)(2) 62 Director
Yasir Al-Rumayyan(3) 51 Director
John Thain(3) 65 Director
David Trujillo(1)(2) 45 Director
Alexander Wynaendts(3) 60 Director

(1) Compensation Committee member.

(2) Nominating and Governance Committee member.

(3) Audit Committee member.

 

20       2021 Proxy Statement

 
 

Proposal 1: Election of Directors

 

Director Nominees

The board of directors recommends a vote FOR each of the following director nominees to hold office until the 2022 annual meeting of stockholders and until their successors are elected.

Ronald Sugar

(Photo)

Age: 72

Former Chairman
and CEO, Northrop
Grumman

 

Other Public
Company Boards:
Apple, Inc.

Amgen, Inc.

Chevron Corporation

 

Biography

Dr. Sugar has served as the chairperson of our board of directors since July 2018. Dr. Sugar was Chairman of the board of directors and Chief Executive Officer of Northrop Grumman Corporation, a global aerospace and defense company, from 2003 until his retirement in 2010 and President and Chief Operating Officer from 2001 until 2003. He was President and Chief Operating Officer of Litton Industries, Inc. from 2000 until the company was acquired by Northrop Grumman Corporation in 2001. Prior to that time, he served as Chief Financial Officer of TRW Inc. Dr. Sugar is also an adviser to Ares Management LLC, Bain & Company, Northrop Grumman Corporation, and Singapore’s Temasek Investment Company. Dr. Sugar is a trustee of the University of Southern California, board of visitors member of the University of California, Los Angeles Anderson School of Management, past Chairman of the Aerospace Industries Association, and a member of the National Academy of Engineering. Dr. Sugar served on the board of directors of Air Lease Corporation from 2010 to May 2020. Dr. Sugar has been a director of Amgen Inc. since 2010, Apple Inc. since 2010 and Chevron Corporation since 2005.

Qualifications

Dr. Sugar was selected to serve on our board of directors because of his experience as the leader of a global company, particularly as Chairman of the Board and Chief Executive Officer of Northrop Grumman Corporation, his innovation, technology, and high-growth experience, consumer and digital experience, particularly his experience on Apple’s board of directors, his financial expertise, and his government, policy, and regulatory experience.

 

Revathi Advaithi

(Photo)

Age: 53

CEO, Flex, Ltd.

 

Other Public
Company Boards:
Flex, Ltd.

 

Biography

Ms. Advaithi has served on our board of directors since July 2020. Ms. Advaithi has been Chief Executive Officer and a director of Flex Ltd., a manufacturer that delivers technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets, since February 2019. Prior to joining Flex, Ms. Advaithi was President and Chief Operating Officer, Electrical Sector, of Eaton Corporation plc, a power management company, a position she held from September 1, 2015. Prior to that role, she served as President of Electrical Sector, Americas of Eaton from April 2012 through August 2015. She joined Eaton in 1995 and led the Electrical Sector in the Americas and Asia-Pacific, with a three-year assignment in Shanghai. Between 2002 and 2008, Ms. Advaithi worked at Honeywell, where she held several senior roles within the sourcing and supply chain functions of the aerospace sector before being named vice president and general manager of Honeywell’s Field Solutions business in 2006. Ms. Advaithi returned to Eaton in 2008 as vice president and general manager of the Electrical Components Division.

Qualifications

Ms. Advaithi was selected to serve on our board of directors due to her leadership experience as a chief executive officer of a large global technology company and her experience in engineering, operations, logistics, international management and technology more generally.

 

2021 Proxy Statement       21

 
 

Proposal 1: Election of Directors

 

Ursula Burns

(Photo)

Age: 62

Former Chairman and CEO, Xerox

 

Other Public
Company Boards:
Nestlé S.A.*
Exxon Mobil

 

* Will not stand for
re-election to Nestle
S.A. board of directors
in April 2021
.

Biography

Ms. Burns has served on our board of directors since October 2017. Ms. Burns served as the Chairman of VEON, Ltd., an international telecommunications and technology company, from July 2017 to March 2018 and again from December 2018 to May 2020. She served as Executive Chairman from March 2018 to December 2018 and as Chief Executive Officer of VEON, Ltd. from December 2018 to March 2020. Ms. Burns served as Chairman of Xerox Corporation, a print technology and work solutions company, from July 2009 to May 2017, and Chief Executive Officer of Xerox Corporation from July 2009 to December 2016, prior to which she advanced through many engineering and management positions after joining the company in 1980. U.S. President Barack Obama appointed Ms. Burns to help lead the White House national program on Science, Technology, Engineering and Math (STEM) from 2009 to 2016, and she served as chair of the President’s Export Council from 2015 to 2016 after service as vice chair from 2010 to 2015. Ms. Burns currently serves on the board of directors of Nestlé S.A., and Exxon Mobil Corporation. Ms. Burns previously served on the board of directors of American Express Company from January 2004 to May 2018, VEON, Ltd. from July 2017 to May 2020 and Xerox Corporation from April 2007 to May 2017.

Qualifications

Ms. Burns was selected to serve on our board of directors because of her experience as the leader of a global company, particularly her experience as Chairman and Chief Executive Officer of Xerox, her technology and digital experience, her financial expertise, and her government, policy, and regulatory experience.

 

Robert Eckert

(Photo)

Age: 66

Partner, FFL Partners,
LLC; Former CEO,
Mattel, Inc.

 

Other Public
Company Boards:
Amgen, Inc.
Levi Strauss & Co.
McDonald’s Corporation

Biography

Mr. Eckert has served on our board of directors since March 2020. Mr. Eckert has been an Operating Partner of FFL Partners, LLC, a private equity firm, since September 2014. Mr. Eckert is also Chairman Emeritus of Mattel, Inc., a role he has held since January 2013. He was Mattel’s Chairman and Chief Executive Officer from May 2000 until December 2011, and he continued to serve as its Chairman until December 2012. He previously worked for Kraft Foods, Inc. for 23 years, and served as President and Chief Executive Officer from October 1997 until May 2000. From 1995 to 1997, Mr. Eckert was Group Vice President of Kraft Foods, and from 1993 to 1995, Mr. Eckert was President of the Oscar Mayer foods division of Kraft Foods. Mr. Eckert is currently a director of McDonald’s Corporation, Amgen, Inc., Levi Strauss & Co., Eyemart Express Holdings, LLC, Enjoy Beer Holdings, LLC, and Quinn Company.

Qualifications

Mr. Eckert was selected to serve on our board of directors due to his leadership experience as a chief executive officer of large global public companies and his extensive experience leading global consumer brands at Mattel and Kraft and financial expertise as a partner of FFL Partners, LLC and his government, policy and regulatory experience.

 

Amanda Ginsberg

(Photo)

Age: 51

Former CEO, Match
Group, Inc.

 

Other Public
Company Boards:
Z-Work Acquisition
Corp.

 

Biography

Ms. Ginsberg has served on our board of directors since February 2020. Ms. Ginsberg previously served as Chief Executive Officer of Match Group, Inc. from December 2017 to March 2020. Prior to this role, Ms. Ginsberg served as Chief Executive Officer of Match Group Americas from December 2015 to December 2017, where she was responsible for the Match U.S. brand, Match Affinity Brands, OkCupid, PlentyOfFish, ParPerfeito and overall North and South American expansion. Previously, she served as the Chief Executive Officer of The Princeton Review from July 2014 to December 2015, where she expanded its services to include online services, including tutoring and college counseling for a new generation of students. Ms. Ginsberg previously served on the board of directors of Care.com from February 2012 to December 2014, Match Group, Inc. from December 2017 to March 2020 and J.C. Penney from July 2015 to November 2020. Ms. Ginsberg has served on the board of directors of Z-Work Acquisition Corp. since February 2021.

Qualifications

Ms. Ginsberg was selected to serve on our board of directors principally based on her extensive operational, innovation and high-growth experience with consumer and digital companies and global company leadership, including serving as CEO of a leading provider of Internet-based dating products and a leading test preparation company and on-demand learning solutions company.

 

22       2021 Proxy Statement

 
 

Proposal 1: Election of Directors

 

Dara Khosrowshahi

(Photo)

Age: 51

CEO, Uber

 

Other Public
Company Boards:
Expedia Group

Biography

Mr. Khosrowshahi has served as our Chief Executive Officer and as a member of our board of directors since September 2017. Prior to joining Uber, Mr. Khosrowshahi served as President and Chief Executive Officer of Expedia, Inc., an online travel company, from August 2005 to August 2017. From August 1998 to August 2005, Mr. Khosrowshahi served in several senior management roles at IAC/InterActiveCorp, a media and internet company, including Chief Executive Officer of IAC Travel, a division of IAC/InterActiveCorp, from January 2005 to August 2005, Executive Vice President and Chief Financial Officer of IAC/InterActiveCorp from January 2002 to January 2005, and as IAC/InterActiveCorp’s Executive Vice President, Operations and Strategic Planning, from July 2000 to January 2002. Mr. Khosrowshahi worked at Allen & Company LLC from 1991 to 1998, where he served as Vice President from 1995 to 1998. Mr. Khosrowshahi currently serves on the board of directors of Expedia Group. Mr. Khosrowshahi previously served as a member of the supervisory board of trivago, N.V., a global hotel search company, from December 2016 to September 2017, and previously served on the board of directors for the following companies: The New York Times Company, a news and media company, from May 2015 to September 2017, and TripAdvisor, Inc., an online travel company, from December 2011 to February 2013.

Qualifications

Mr. Khosrowshahi was selected to serve on our board of directors based on the perspective and experience he brings as our Chief Executive Officer, as a former leader of Expedia, a global company, his innovation, technology, and high- growth experience, consumer and digital experience, and his financial expertise.

 

Wan Ling Martello

(Photo)

Age: 62

Co-founder and
Partner, BayPine;
Former Executive Vice
President, Nestlé S.A.

 

Other Public
Company Boards:
Alibaba Group
Stellantis, N.V.

Biography

Ms. Martello has served on our board of directors since June 2017. Ms. Martello currently serves as a Founding Partner at BayPine, a private equity firm, a role she has held since February 2020. From May 2015 to December 2018, Ms. Martello served as Executive Vice President and Chief Executive Officer of the Asia, Oceania, and sub-Saharan Africa regions at Nestlé S.A., a Swiss multinational food and beverage company. From April 2012 to May 2015, Ms. Martello served as Nestlé’s global Chief Financial Officer, and from November 2011 to April 2012 she served as Nestle’s Executive Vice President. From November 2005 to November 2011, Ms. Martello was a senior executive at Walmart Stores, Inc., a retail corporation, where she served as Executive Vice President, Chief Operating Officer for Global eCommerce, and Senior Vice President, Chief Financial Officer & Strategy for Walmart International. Prior to Walmart, Ms. Martello was the CFO and then President, U.S.A., at NCH Marketing Services, Inc., a marketing services company, from 1998 to 2005. Prior to NCH Marketing, Ms. Martello held various positions at Borden Foods and at Kraft Inc. (now known as the Kraft Heinz Company). Ms. Martello has served on the board of directors of Alibaba Group since September 2015 and Stellantis N.V. since January 2021.

Qualifications

Ms. Martello was selected to serve on our board of directors because of her experience as a senior executive of Nestlé, a global company, her consumer experience as a director of Alibaba and senior executive at Walmart, her financial expertise as the Chief Financial Officer at Nestlé, and her global experience.

 

2021 Proxy Statement       23

 
 

Proposal 1: Election of Directors

 

Yasir Al-Rumayyan

(Photo)

Age: 51

Governor,
The Public Investment Fund

 

Other Public
Company Boards:
Saudi Arabian Oil
Company,
Ma’aden

Biography

H.E. Al-Rumayyan has served on our board of directors since June 2016. H.E. Al-Rumayyan has been Governor of The Public Investment Fund, a sovereign wealth fund owned by Saudi Arabia, since September 2015. Prior to The Public Investment Fund, H.E. Al-Rumayyan held the position of Chief Executive Officer at Saudi Fransi Capital, a financial services company, from January 2011 to February 2015. From April 2008 to December 2010, H.E. Al-Rumayyan served as Director of Corporate Finance of the Capital Market Authority of Saudi Arabia. H.E. Al-Rumayyan currently serves on the board of directors of The Public Investment Fund of Saudi Arabia, the Saudi Arabian Oil Company, Saudi Industrial Development Fund, Saudi Decision Support Center, Sanabil Investments, Arm Limited, and Ma’aden. H.E. Al-Rumayyan previously served on the board of directors of Saudi Fransi Capital from January 2011 to February 2015 and Tadawul, the Saudi Stock Exchange, from February 2014 to January 2015.

Qualifications

H.E. Al-Rumayyan was selected to serve on our board of directors because of his financial expertise, particularly in his roles at The Public Investment Fund, his extensive government, policy and regulatory experience highlighted by his time at the Saudi Stock Exchange, and his extensive leadership experience in the Middle East.

 

John Thain

(Photo)

Age: 65

Former Chairman and
CEO, CIT Group

 

Other Public
Company Boards:
Deutsche Bank AG,
Pine Island Acquisition Corp.

Biography

Mr. Thain has served on our board of directors since October 2017. Mr. Thain is the founding partner of Pine Island Capital Partners LLC, a private investment firm, and has served as Chairman since October 2017. Mr. Thain served as Chairman and Chief Executive Officer of CIT Group, from February 2010 until March 2016, and as Chairman of CIT Group until May 2016. In January 2009, prior to joining CIT Group, Mr. Thain was President of Global Banking, Securities and Wealth Management for Bank of America. From December 2007 to January 2009, prior to its merger with Bank of America, Mr. Thain was Chairman and Chief Executive Officer of Merrill Lynch & Co., Inc. From June 2006 to December 2007, Mr. Thain served as Chief Executive Officer and a director of NYSE Euronext, Inc. following the NYSE Group and Euronext N.V. merger. Mr. Thain joined the New York Stock Exchange in January 2004, serving as Chief Executive Officer and a director. From June 2003 through January 2004, Mr. Thain was the President and Chief Operating Officer of The Goldman Sachs Group Inc., and from May 1999 through June 2003 he was President and Co-Chief Operating Officer. From December 1994 to March 1999, Mr. Thain served as Chief Financial Officer and Head of Operations, Technology and Finance, and from July 1995 to September 1997 he was also Co-Chief Executive Officer for European operations for The Goldman Sachs Group, L.P. Mr. Thain currently serves on the Supervisory Board of Deutsche Bank AG and Pine Island Acquisition Corp. Mr. Thain previously served on the board of directors of Goldman Sachs Group Inc. from 1998 to January 2004.

Qualifications

Mr. Thain was selected to serve on our board of directors because of his experience as Chief Executive Officer of several global companies, his financial expertise from his roles at CIT Group, Merrill Lynch, and NYSE Euronext, and his government, policy, and regulatory experience.

 

David I. Trujillo

(Photo)

Age: 45

Partner, TPG

 

Other Public
Company Boards:
None

Biography

Mr. Trujillo has served on our board of directors since June 2017. Mr. Trujillo is a Partner of TPG, a private equity firm with $119 billion in assets under management, and leads TPG's Internet, Digital Media and Communications investing efforts across TPG Capital and TPG Growth and is the Managing Partner of TPG Tech Adjacencies and Integrated Media Co. Mr. Trujillo joined TPG in January 2006 and has been a private equity investor in TMT for 23 years, including Golder, Thoma, Cressey, Rauner (GTCR) prior to joining TPG. Mr. Trujillo is currently a Director of the following non-public companies: Astound Broadband, Azoff Music Company, Calm, Creative Artists Agency (CAA), Entertainment Partners, Ipsy, Prodigy Education and Vice Media. Mr. Trujillo led TPG's investments in Airbnb and Spotify. Mr. Trujillo received a B.A. in Economics from Yale University and an M.B.A. from the Stanford Graduate School of Business.

Qualifications

Mr. Trujillo was selected to serve on our board of directors, having led TPG’s investment in us in 2013, and because of his extensive experience in technology, high-growth, consumer, and digital companies, such as Airbnb and Spotify, as well as his financial expertise as a Partner of TPG.

 

24       2021 Proxy Statement

 
 

Proposal 1: Election of Directors

 

Alexander Wynaendts

Age: 60

Former CEO and Chairman, Aegon NV

 

Other Public
Company Boards:
Citigroup Inc.
Air France-KLM

Biography

Mr. Wynaendts has served on our board of directors since March 2021. Mr. Wynaendts has served on the board of directors of Citigroup Inc. since 2019 and has served on the board of directors of Air France-KLM SA since 2016. From 2008 to May 2020, Mr. Wynaendts served as CEO and Chairman of the Management and Executive Boards of Aegon NV, one of the world's leading providers of life insurance, pensions and asset management, where he simplified and refocused the business, led significant restructurings in its key markets, expanded Aegon's business in Asia and in Continental Europe, and transformed Aegon into a technology driven and agile business, allowing the company to put its purpose of helping people take responsibility for their financial future at the heart of the business. From April 2007 to May 2008, Mr. Wynaendts was Chief Operating Officer at Aegon. He was appointed as a member of Aegon's Executive Board in 2003, overseeing the Company's international growth strategy. In 1997, Mr. Wynaendts joined Aegon as Senior Vice President for Group Business Development. Prior to Aegon, Mr. Wynaendts began his career in 1984 with ABN AMRO Bank, working in Amsterdam and London in the Dutch bank's capital markets, asset management, corporate finance and private banking operations. Mr. Wynaendts currently serves as Chair of the Supervisory Board of Uber Payments BV, the Company’s indirect subsidiary in the Netherlands. UPBV holds an e-money license and processes payments for the Company’s operations in Europe.

Qualifications

Mr. Wynaendts was selected to serve on our board of directors based on his extensive operational experience, including serving as both chief executive officer and chief operating officer of Aegon, a global provider of life insurance, pensions and asset management and his extensive government, policy and regulatory experience.

 

 

Other Governance Matters

Voting Agreement

Each of our current directors, other than Revathi Advaithi, Amanda Ginsberg and Robert Eckert, was initially appointed to our board of directors pursuant to the provisions of a voting agreement between us and certain of our stockholders. This agreement terminated upon the closing of our initial public offering and each director nominee other than Revathi Advaithi and Alexander Wynaendts was elected at our 2020 Annual Meeting. Each current director will be subject to election annually by majority voting.

Board Leadership Structure

Our corporate governance guidelines provide that the roles of chairperson of the board and CEO must be held by separate persons, and the chairperson of our board of directors must be independent. Dr. Sugar currently serves as the independent chairperson of our board of directors. In this role, he provides independent leadership and oversight of the board of directors and serves as a liaison between our board of directors and senior management. An independent chairperson helps enable independent directors to raise issues and concerns to the independent chairperson for consideration by our board of directors before involving senior management.

Delinquent Section 16(a) Reports

To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations to us, we believe that for fiscal 2020, all filing requirements applicable to the Company’s officers, directors and greater than 10% beneficial owners pursuant to Section 16(a) of the Exchange Act, were complied with, except that (i) H.E. Al-Rumayyan filed one Form 4 relating to a purchase of securities that was late due to administrative oversight, (ii) Ms. Hazelbaker reported one RSU award after its due date due to an error by the service provider for our stock incentive plan and (iii) Dr. Sugar filed a Form 5 late with respect to an estate planning transfer.

 

2021 Proxy Statement       25

 
 

Proposal 1: Election of Directors

 

Director Skills, Experience, and Background

Uber has a diverse set of director skills and experience on the board. Listed below are certain skills and experiences that we consider important for our board of directors in light of our current business and structure.

  Advaithi Burns Eckert Ginsberg Khosrowshahi Martello Al-Rumayyan Sugar Thain Trujillo Wynaendts Total
Skills, Experience and Background                        

Global Company Leadership

We value leadership experiences of chief executive officers and operating executives at businesses and organizations that operate on a global scale and face significant competition, utilize technology, or have other rapidly evolving business models. We value public company board experience.

· · · · · · · · ·   · 10

Financial Expertise

Knowledge of financial markets, financing operations and accounting, and financial reporting processes assists our directors in understanding, advising on, and overseeing our capital structure, financing, and investing activities, and our financial reporting and internal controls. Directors with a background in business or corporate development can provide insight into designing and implementing strategies for growing our business.

· · · · · · · · · · · 11

Consumer and Digital Experience

We value directors with a background in the development and improvement of consumer experiences with a company’s products, services, and brand, including through a digital interface.

  · · · · ·   ·   · · 8

Innovation, Technology, and High-Growth Experience

We believe that experience in identifying and developing emerging products, technologies, and business models, and generating disruptive innovation is useful for understanding our research and development strategy, competing technology, and our market segments.

· ·   · ·     ·   · · 7

Government, Policy, and Regulatory Experience

We interact with governments worldwide and are subject to laws and regulations in many jurisdictions. Directors who have experience navigating a complex legal and regulatory landscape can assist our board of directors in fulfilling its strategy and compliance oversight function.

  · ·       · · ·   · 6

Sustainability and Human Capital Management

We believe that sustainability and human capital management is integral to our business and recognize the performance and success of our business can only be built alongside the prosperity of our stakeholders. Directors who have experience in corporate responsibility, human capital management and in managing sustainability initiatives are accretive to our success.

· · · · · ·   · ·   · 9
DEMOGRAPHICS                        
Gender Diversity · ·   ·   ·           4
Ethnic Diversity                        
White (Non-Hispanic or Latinx)     · ·       · · · · 6
Middle Eastern/North African         ·   ·         2
Black or African American   ·                   1
South Asian ·                     1
Southeast Asian / East Asian / Pacific Islander           ·           1
                         

Ms. Advaithi, Ms. Burns and Ms. Martello self-identify as racially or ethnically diverse. Ms. Advaithi self-identifies as South Asian, Ms. Burns self-identifies as Black/African American and Ms. Martello self-identifies as Southeast Asian / East Asian / Pacific Islander.

Vote Required and Recommendation of the Board of Directors

To be elected, each director nominee requires the affirmative vote of the majority of votes properly cast (i.e., the number of shares voted “FOR” the nominee must exceed the number of shares voted “AGAINST” the nominee). Abstentions and “broker non-votes” will have no effect on the outcome of the vote.

(Photo) Our board of directors recommends a vote “FOR” each of the ELEVEN director nominees listed above.

 

26       2021 Proxy Statement

 
 

Board Operations

Corporate Governance Policies and Practices

We strive to maintain the highest governance standards in our business. Our commitment to effective corporate governance is illustrated by the following practices:

Corporate Governance Guidelines

Our corporate governance guidelines embody many of our governance policies, practices, and procedures, which are the foundation of our commitment to effective corporate governance. The Nominating and Governance Committee will review the corporate governance guidelines periodically and recommend amendments to our board of directors as appropriate. The corporate governance guidelines outline the responsibilities, operations, qualifications, and composition of our board of directors, among other matters. The full text of our corporate governance guidelines is posted on the investor relations page of our website, www.uber.com. We also intend to disclose on our website any future amendments of our corporate governance guidelines.

Committees of the Board of Directors

Our corporate governance guidelines and committee charters require all members of the Audit, Compensation and Nominating and Governance Committees to be independent and all members of the Compensation Committee. The Compensation Committee is composed solely of independent directors. The Nominating and Governance Committee recommends committee composition and committee chairs to the board of directors at least annually. The board of directors and each committee has the authority to engage, and approve the fees of, independent legal, financial, or other advisors as they may deem necessary, without consulting with or obtaining the approval of management.

Additional Board Service

Pursuant to the corporate governance guidelines, no director may serve on more than four other public company boards or on more than one other public company board if the director is also our Chief Executive Officer or the chief executive officer of another public company. The Nominating and Governance Committee may approve exceptions if it determines that the additional service will not impair the director’s effectiveness as a member of our board of directors.

Majority Voting for Directors

In an uncontested election, each director will be elected by a majority of the votes cast. If an incumbent director in an uncontested election fails to receive the required vote for re-election, our board of directors will evaluate whether it should accept the director’s resignation, which must be tendered to our board of directors pursuant to our governance documents. Our board of directors may consider any factors it deems relevant in deciding whether to accept a resignation from such director.

Role of our Board of Directors in Succession Planning

The responsibilities of our board of directors, or a committee thereof as determined by our board of directors, include periodically reviewing succession planning for our executive officers, including

 

our Chief Executive Officer. The goal of our board of directors is to have a long-term and continuing program for effective senior leadership development and succession. We have a contingency plan in place for emergencies such as the death, disability, or unexpected or sudden departure of an executive officer.

Annually, the Board of Directors reviews a succession assessment for our senior leaders including our NEOs. The assessment profiles each potential NEO successor and includes strengths, opportunities, overall readiness and information regarding diversity.

Prohibition on Hedging and Pledging Shares

Our insider trading policy prohibits our directors and employees from hedging their economic exposures to Uber stock, or using their Uber stock as collateral for margin loans and other similar speculative transactions.

Stock Ownership Guidelines

In order to align our directors’ and executive officers’ interests with those of our stockholders, we adopted stock ownership guidelines that became effective upon the closing of our IPO. Within three years of becoming subject to the guidelines, our non-employee directors are expected to hold Uber stock valued at ten times their annual cash retainer. Within five years of becoming subject to the guidelines, our executive officers are expected to hold Uber stock valued at a multiple of three times (ten times for our CEO) their annual base salaries as of the applicable measurement date.

In response to stockholder feedback received during our stockholder outreach efforts regarding executive accountability and further alignment of the interests of our executive officers with those of our stockholders, in 2020 we amended the guidelines to add a stock retention requirement covering the phase-in period for our stock ownership guidelines. The retention guidelines provide that any executive officer who does not satisfy the stock ownership guidelines as of an annual measurement date must thereafter retain 50% of all vested shares acquired by the executive officer pursuant to any equity award (net of shares sold or withheld to pay the applicable exercise price and/or taxes) until such time as the executive officer satisfies the stock ownership guidelines. Satisfaction of this requirement is measured as of any subsequent date on which the executive officer wishes to dispose of the acquired shares.

Clawback Policy

In response to stockholder feedback received during our stockholder outreach efforts and evolving governance best practices, in 2020 we amended the terms of our Clawback Policy to expand its scope and coverage. Under the expanded terms our board of directors may seek to recover equity compensation awarded after March 28, 2019 and cash

 

 

2021 Proxy Statement       27

 
 

Board Operations

 

severance and incentive-based compensation awarded after October 26, 2020 from an executive officer in connection with a material breach by such executive officer of restrictive covenants in agreements between us and the officer, accounting restatements as a result of material non-compliance with any financial reporting requirement, or as a result of the officer’s misconduct that harms the business or reputation of the company. Prior to the amendment, our clawback policy covered our named executive officers, applied only to equity compensation, and was not triggered by general misconduct unrelated to any non-compliance with any financial reporting requirement.

Board Diversity

Under our corporate governance guidelines, diversity is one of several critical factors that the Nominating and Governance Committee considers when evaluating the composition of our board of directors, amongst other critical selection criteria, including (i) integrity, (ii) sound business judgment, (iii) commitment to the highest ethical standards, (iv) background, (v) skills and relevant business experience, (vi) ability and willingness to commit time to the board of directors and represent long-term interests of stockholders, and (vii) expected contributions to the board of directors. For a company like ours, which operates in 71 countries around the globe, diversity factors that are considered include race, ethnicity, gender, national origin, and geography. Our board of directors currently includes four women, three ethnic minorities, directors ranging in age from 45 to 72, and directors with a range of ethnic diversity, with six of our directors identifying as White (Non-Hispanic or Latinx), two as Middle Eastern/North African, one as Black or African-American, one as South Asian, and one as Southeast Asian, East Asian or Pacific Islander.

Our board of directors is committed to including individuals whose backgrounds reflect the diversity represented by our employees and platform users. In addition, each director contributes to the board’s overall diversity by providing a variety of perspectives based on distinct personal and professional experiences and backgrounds. We are committed to maintaining and enhancing the diversity of our board of directors and in furtherance of this, the Nominating and Governance Committee conducts annual self-evaluations to assess the board and its committees’ performance and effectiveness, which includes consideration of diversity and other selection criteria.

Director Tenure

Our corporate governance guidelines require that our board of directors consider the mix of tenures on the board when assessing its composition. As the following chart demonstrates, the current composition of our board of directors reflects a mix of tenures, which we believe balances historical and institutional knowledge, and an understanding of the evolution of our business with fresh perspectives from our newer directors:

 

Less Than 2 Years          (Image)(Image)(Image)(Image)

2-4 Years                         (Image)(Image)(Image)(Image)(Image)(Image)

Over 4 Years                  (Image)

 

Promoting Integrity

At Uber, we do the right thing. Period. We foster an environment where we hold ourselves to the highest standards of integrity by communicating regularly and educating often about ethics and expected standards of conduct. Annually, we celebrate the importance of ethical decision-making and doing the right thing during Ethics & Compliance Week where we remind employees about their responsibility to raise concerns or questions regarding ethics, compliance, workplace culture, discrimination, and harassment. Employees are offered various reporting channels including Uber’s Integrity Helpline, a toll-free number that is available 24 hours a day, seven days a week, 365 days a year and is staffed by live operators who can connect to translators to accommodate multiple languages. Uber publicizes its Integrity Helpline through internal communications and by featuring it externally within its Business Conduct Guide, which is posted on the Investor Relations site. Employees are expected to use the Integrity Helpline to promptly report suspected violations of laws, regulations, rules, policies, procedures, and standards, including our Business Conduct Guide.

Calls to the Uber Integrity Helpline are received by a third-party vendor, which conducts intake for the concerns raised on the calls. Reported matters are promptly brought to the attention of our internal investigations teams. As a general matter, our Global Head of Internal Audit, Chief Ethics and Compliance Officer, Head of Employee Relations, and Chief Trust and Security Officer share responsibility for reviewing concerns expressed through the Integrity Helpline and are responsible for ensuring that such concerns are handled appropriately. Our Investigations Protocol allocates responsibility for handling the concerns to the appropriate function within our company and establishes investigative standards among the participating functions. Investigators within the relevant functions participate in mandatory investigative training as well. As a general matter, our Global Head of Internal Audit, Chief Ethic and Compliance Officer, Head of Employee Relations, and Chief Trust and Security Officer share responsibility for reviewing concerns expressed through the Integrity Helpline and are responsible for ensuring that such concerns are handled appropriately. Concerns may also be reported to or through managers, HR business partners, and a dedicated e-mail address managed by the Compliance team. In addition, individuals may raise concerns through a web portal that is available in more than 20 languages including English, Spanish, Portuguese, and French, among others. Any individual may also raise a concern by accessing our corporate website. Individuals may choose to remain anonymous when reporting such matters to the extent permitted by applicable laws and regulations.

Our corporate policies prohibit retaliatory actions against anyone who in good faith raises concerns or questions or who participates in a subsequent investigation of such concerns or questions. Our Chief Ethics and Compliance Officer reports to the Audit Committee no less than quarterly regarding issues raised through the Uber Integrity Helpline.

     

 

28       2021 Proxy Statement

 
 

Board Operations

 

Business Conduct Guide and Code of Ethics

 

We have adopted a Business Conduct Guide and Code of Ethics, which is posted on the investor relations page of our website, www.uber.com. We will also disclose on our website any amendments to the sections of our Business Conduct Guide that constitute our Code of Ethics and any waivers granted to our executive officers or directors.

 

 

How the Board Oversees Culture

 

 

The Board and its committees play a critical role in overseeing how we develop and maintain the culture that we want.

 

Audit Committee

· receives regular reports from the Chief Ethics and Compliance Officer and Global Head of Internal Audit regarding the Company’s Integrity Helpline
· is given information regarding all reports that come through the Integrity Helpline, including the nature of the reports, how the reports are resolved, and whether any reports involve senior management or individuals associated with financial reporting
· ensures that the resolution of any and all allegations regarding wrongdoing involving members of senior management are reported back to the Audit Committee
· regularly meets in executive session with the Chief Ethics and Compliance Officer, the Global Head of Internal Audit, the Chief Legal Officer and our external Audit partner to discuss any compliance, internal audit or legal issues that involve senior management

 

Compensation Committee

· receives regular reports on offer acceptance, attrition and retention rates
· receives summaries of employee engagement survey results and related matters
· has tied executive compensation for our most senior executives to D&I metrics and Safety metrics

 

Board of Directors

· takes employee engagement, D&I and other matters into account for the evaluation of the Chief Executive Officer and senior management
· receives quarterly reports from the Office of Diversity and Inclusion regarding Uber’s progress against its diversity goals
· has regular discussions with senior management regarding public sentiment involving Uber, media coverage, as well as regulatory and legislative sentiment involving Uber

 

 

 

2021 Proxy Statement       29

 
 

Board Operations

 

Director Independence Determination

 

Our board of directors has determined that, applying the standards adopted by the New York Stock Exchange (“NYSE”), each of the following directors is independent:

 

Revathi Advaithi
Ursula Burns
Robert Eckert

 

Amanda Ginsberg
Wan Ling Martello
Yasir Al-Rumayyan
Alexander Wynaendts

 

Ronald Sugar
John Thain
David Trujillo

 

Our board of directors has determined that Dara Khosrowshahi is not independent.

 

Committees of the Board of Directors

 

To support effective governance, our board of directors delegates certain of its responsibilities to committees. We have three standing committees—the Audit Committee, the Nominating and Governance Committee, and the Compensation Committee—and may from time to time form other committees. The committee charter for each of the three standing committees is available on the Investor Relations section of our website, www.uber.com. In 2020, the Compensation Committee amended its charter to explicitly oversee human capital strategies and the Nominating and Governance Committee amended its charter to explicitly oversee environmental and sustainability matters and corporate political activities.

 

The standing committees of our board of directors are described below:

 

Audit Committee
Members: Committee Roles and Responsibilities:

 

John Thain (Chair),

Revathi Advaithi,
Ursula Burns,
Amanda Ginsberg,
Yasir Al-Rumayyan, and
Alexander Wynaendts

 

The Audit Committee assists the board of directors in fulfilling its oversight responsibility relating to, among other things:

    the integrity of our financial statements and financial reporting process, including the review of our annual and quarterly financial statements and reports;

›     the integrity of our accounting and financial reporting processes and systems of internal controls over financial reporting, including review with management, our independent auditors, and head of our internal audit function;

›     the performance of the internal audit function and plan;

›     the engagement of our independent auditors and the evaluation of their qualifications, independence, and performance;

›     our compliance with legal and regulatory requirements, including an assessment of our compliance program;

›     policies and processes for risk management and fraud prevention; and

›     the Company’s overall risk profile, including without limitation with respect to cybersecurity and privacy matters.

 

John Thain, the chair of the Audit Committee, Revathi Advaithi, Ursula Burns, and Yasir Al-Rumayyan each qualify as an “Audit Committee financial expert” as defined by the SEC and each member qualifies as “financially literate” as required by the corporate governance rules of the NYSE.

 

Each of the members of the Audit Committee is independent within the meaning of applicable SEC rules and the corporate governance rules of the NYSE.

 

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Board Operations

 

Nominating and Governance Committee
Members: Committee Roles and Responsibilities:

 

Ronald Sugar (Chair),
Ursula Burns,
Robert Eckert,
Wan Ling Martello, and
David Trujillo

 

The Nominating and Governance Committee assists the board of directors in the following functions, among others:

    periodically reviewing our corporate governance framework and recommending changes as appropriate;

 

    identifying, interviewing, and recruiting individuals to become members of the board of directors and evaluating the independence of each director and director candidate at least annually;

    periodically reviewing and making recommendations to the board of directors regarding the size of the board of directors and of its committees;

    evaluating and recommending to the board of directors at least annually each committee’s composition;

 

    overseeing the annual evaluation process for the board of directors, each committee and each individual director annual evaluation process, the orientation program for new directors, and a continuing education program for current directors;

    overseeing environmental, social and governance matters including environmental sustainability as well as corporate political activities and contributions and lobbying activities;

    considering stockholder proposals and recommending actions on such proposals; and

 

    considering and approving requests by directors or officers to serve on boards of directors of other companies.

 

Each of the members of the Nominating and Governance Committee is independent within the meaning of applicable SEC rules and the corporate governance rules of the NYSE.

 

Compensation  Committee
Members: Committee Roles and Responsibilities:

 

David Trujillo (Chair),
Robert Eckert,
Wan Ling Martello, and
Ronald Sugar

 

The Compensation Committee has been delegated broad authority to oversee the compensation of our officers, employees, consultants, and other Uber service providers.

The Compensation Committee assists the board of directors in the following functions, among others:

 

    annually reviewing and approving the individual and corporate goals and objectives for our executive officers;

    establishing, reviewing, and approving salaries, bonuses, and other compensation for our executive officers;

    reviewing and approving executive compensation agreements and any material amendments;

 

    reviewing and approving incentive compensation plans and grants for our executive officers;

 

    overseeing and at least annually reviewing management’s assessment of major compensation-related risk exposures and the mitigation thereof;

    periodically reviewing our stock ownership guidelines and assessing compliance with such guidelines;

    periodically reviewing the Company's human capital strategies, initiatives and programs with respect to the Company’s culture, talent, recruitment, retention and employee engagement;

    periodically reviewing and recommending to the board of directors the type and amount of compensation paid to directors; and

    considering the results of stockholder advisory votes on executive compensation and the frequency of such votes.

 

Each of the members of the Compensation Committee (i) is independent within the meaning of applicable SEC rules and the corporate governance rules of the NYSE and (ii) is a “non-employee director,” as defined in Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”).

 

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Board Operations

 

Committee Composition

 

  Audit

Nominating
and
Governance

Compensation
Ronald Sugar (Independent Chairperson)   (Image) (Image)
Revathi Advaithi (Image)    
Ursula Burns  (Image) (Image)   
Robert Eckert   (Image) (Image)
Amanda Ginsberg (Image)    
Dara Khosrowshahi      
Wan Ling Martello   (Image) (Image)
Yasir Al-Rumayyan (Image)    
John Thain (Image)    
David Trujillo   (Image) (Image)
Alexander Wynaendts (Image)    

 

 

(Image)     committee member           (Image)     committee chair

 

Board, Committee, and Individual Director Annual Performance Evaluations

 

(Image)

 

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Board Operations

 

Our board is focused on ensuring the right mix of skills, background and experience and gender and ethnic diversity is represented on the board and its committees. One critical element of this process is our annual evaluation process led by our Independent Chairperson. Each member of the board conducts a self-evaluation of the Board and each committee as well as an evaluation of the individual performance of every other member of the Board. The directors’ evaluations are aggregated before being shared with the Independent Chairperson who then summarizes the responses for the Nominating and Governance Committee. Feedback for the Independent Chairperson is aggregated and reported to the Chair of the Audit Committee. All individual responses are anonymized to encourage candid and constructive feedback and discussion amongst all directors.

The Nominating and Governance Committee oversees this process and reports to our board of directors regarding the performance and effectiveness of the board, each committee and each member of the board of directors. Using the results of these evaluations as a guide, our independent chairperson leads a discussion with the full board of directors during an executive session about any proposed changes based on the results of this evaluation. This annual evaluation process provides the Board and each director with valuable insight into the performance of the Board as well as areas where the board can improve. This process has played an important role in adding a diversity of backgrounds, skills and experiences to our Board over the past few years as we added three new directors in 2020.

Meetings of the Board of Directors and Standing Committees

Our board of directors and Audit, Compensation, and Nominating and Governance Committees meet at least quarterly. In 2020, our board of directors met 15 times, the Audit Committee met 9 times, the Compensation Committee met 6 times, and the Nominating and Governance Committee met 4 times. Each director who served on our board of directors during 2020 attended at least 75% of the meetings of the board of directors and committees on which he or she served that were held during his or her tenure on our board. Under our corporate governance guidelines, all directors are expected to attend the Company’s annual meeting of stockholders. Each of our then current directors attended the 2020 Annual Meeting.

Meetings of Non-Management Directors

During 2020, our board of directors held executive sessions without management present.

Past Directors

Garrett Camp served as a member of our board of directors in 2020 and currently serves as a board observer. Our board of directors has determined that within the meaning of the applicable SEC rules and applying the standards of the NYSE, Mr. Camp was independent during his term.

Board Oversight

Our board of directors, which currently consists of ten members, oversees our business affairs and works with senior management to determine our long-term strategy. A transparent dialogue between our board of directors, its standing committees, and senior management is essential to our board of directors’ oversight role, and, to this end, our board of directors and its standing committees intend to regularly conduct meetings with risk management experts and our senior officers responsible for risk oversight, including our Chief Legal Officer, Chief Compliance and Ethics Officer, Chief Financial Officer, and Chief Executive Officer. Our Audit Committee oversees our risk management procedures and processes for preventing and detecting fraud.

Our Board of Directors’ Role in Risk Oversight

Our commitment to innovation inherently involves significant risk, as exemplified by our cultural norm of making “big bold bets.” As a result, one of our board of directors’ important functions is the oversight of risk management. Our board of directors’ assessment of and decisions regarding risk occur in the context of and in conjunction with our board of directors’ and standing committees’ other activities. We seek to align our approach to risk-taking with our business strategy by encouraging innovation while managing our levels of risk.

 

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Board Operations

 

Risk Assessment Responsibilities and Processes

Our committee charters and risk management policies set forth the following risk-related responsibilities:

The Board of Directors

•   Has primary responsibility for risk oversight.

•   Assigns specific oversight duties to the committees of the board.

•   Receives periodic briefings and participates in informational sessions with management on the types of risks we face and our enterprise risk management system.

•   Receives reports from management on risks as they arise.

The Compensation Committee

•   Oversees compensation program for employees and senior management.

•   Oversees and reviews compensation-related risks.

•   Reviews the Company’s human capital strategies, initiatives and programs with respect to the Company’s culture, talent, recruitment, retention and employee engagement.

•   Reviews conflicts of interest involving advisors to the Compensation Committee.

Management

•   Identifies risk and develops risk controls related to significant business activities.

•   Includes risk assessments in strategy decisions.

•   Develops programs and recommendations to determine the sufficiency of risk identification, the balance of potential risk with potential reward, and the appropriate manner in which to manage risk. Establishes procedures to prevent, deter, and detect fraud.

•   Provides reports and updates on risk-related matters to the Audit and Compensation Committees.

 

The Nominating and Governance Committee

•   Reviews risks associated with our corporate governance framework and provides recommendations as appropriate.

•   Identifies, interviews, recruits, and performs due diligence on potential board members and evaluates the independence of each director and director candidate.

•   Oversees the Company’s environmental, social and governance matters including environmental sustainability and political contributions and lobbying activities.

The Audit Committee

•   Annually reviews our risk profile, including, without limitation, with respect to cybersecurity and privacy matters.

•   Obtains updates on management’s implementation and maintenance of a company-wide risk management process.

•   Receives periodic briefings on our internal audit function, risk identification, mitigation, and control.

•   Reviews our risk management processes and procedures.

•   Reviews any allegations of fraud disclosed to the Audit Committee, including those involving management or any employee with a significant role in our internal controls over financial reporting, legal compliance, or corporate governance.

•   Reviews with management our major financial risk exposures and the steps management has taken to monitor such exposures, including policies and procedures with respect to risk assessment and risk management.

•   Receives and discusses quarterly updates from the Global Head of Internal Audit regarding our risk management processes and systems of internal control.

•   Oversees management’s arrangements for the prevention, deterrence, and detection of fraud and management’s responses to allegations of fraud.

 

Board of Directors’ Oversight in COVID-19 Pandemic

From the outset of the pandemic, our board of directors and its committees remained focused on the impact of COVID-19 on our Company’s short-term operations and long-term strategy and risk profile. At the very start of the pandemic, the board received weekly updates on the financial and operational impacts on the business and then received detailed reports at all regularly scheduled meetings. In addition to these updates from management on the impact to our operations and our response, the board also received detailed reports on our safety efforts with respect to employees and the earners, consumers, and communities that use our platform globally.

Each of our committees continued to provide oversight over their areas of responsibility as it related to the pandemic. For example, the Compensation Committee, in exercising its oversight of human capital management, provided oversight with respect to, among other things, employee well-being and support, workforce reductions and attrition, and the transition to remote and flexible work in the context of the pandemic. The Nominating and Governance Committee provided oversight during the pandemic with respect to stockholder feedback on a range of sustainability and related matters including our response to COVID-19, while also overseeing the addition of three new directors in 2020. The Audit Committee also continued to provide oversight over the impact of, and our response to, the pandemic as it related to various aspects of overall risk management including impact on our global compliance and enterprise risk management efforts. The board and its committees maintained all regularly scheduled quarterly meetings, and held additional special meetings as needed, throughout the pandemic, holding all meetings virtually after travel was restricted.

 

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Board Operations

 

Board of Directors’ Role in Cybersecurity Oversight

Safeguarding our critical networks and the information that platform users share with us is vital to our business. Our board of directors oversees our efforts to address cybersecurity risk through the oversight of our senior management team, including our Chief Legal Officer, Chief Privacy Officer, Chief Trust and Security Officer, Chief Information Security Officer, and EU Data Protection Officer.

Our Trust and Security organization, including our Chief Information Security Officer, provides reports to the Audit Committee on a quarterly basis and is responsible for a range of cybersecurity activities, including conducting threat environment and vulnerability assessments, managing cyber incidents, pursuing projects to strengthen internal cybersecurity, working closely with our privacy and cybersecurity legal team that reports into our Chief Privacy Officer, coordinating with our operations teams to evaluate the cybersecurity implications of our products and offerings, and coordinating management’s efforts to monitor, detect, and prevent cyber threats to our Company. In addition, the Audit Committee annually reviews Uber’s risk profile with respect to cybersecurity matters. Our Chief Privacy Officer provides reports to the Board on an annual basis and as requested from time to time.

 

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Board Operations

 

Certain Relationships and Related Person Transactions

Other than the executive officer and director compensation arrangements discussed in the sections titled “Executive Compensation” and “Director Compensation” and compensation to other executive officers that would have been disclosed in that section if such executive officers had been a NEO, we describe transactions and series of similar transactions, since January 1, 2020, in which we participated or will participate, in which:

•   the amounts involved exceeded or exceed $120,000; and

•   any of our then directors, executive officers, or holders of more than 5% of our capital stock at the time of such transaction, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest. 

Investors’ Rights Agreement

We entered into an amended and restated investors’ rights agreement with certain holders of our redeemable convertible preferred stock (the “IRA”), including SB Cayman 2 Ltd., The Public Investment Fund, and entities affiliated with TPG, all of which are or were beneficial holders of more than 5% of our capital stock or are entities with which certain of our directors are affiliated. This agreement provides that the holders of common stock issuable upon conversion of our redeemable convertible preferred stock have the right to demand that we file a registration statement or request that their shares of common stock be covered by a registration statement that we are otherwise filing. In addition to the registration rights, the IRA provided for certain information rights and a right of first offer. The provisions of the amended and restated investors’ rights agreement, other than those relating to registration rights, terminated upon the closing of our initial public offering.

Indemnification Agreements

Our amended and restated certificate of incorporation contains provisions limiting the liability of directors, and our amended and restated bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted under Delaware law. Our amended and restated certificate of incorporation and amended and restated bylaws provide our board of directors with discretion to indemnify our employees and other agents when determined appropriate by the board. In addition, in connection with the initial public offering, we entered into an indemnification agreement with each of our directors and executive officers, which requires us to indemnify them.

Employment of an Immediate Family Member

The daughter of Tony West, our Chief Legal Officer, was employed by us until June 2020. She does not share a household with Mr. West, is not one of our executive officers, and did not report directly to any of our executive officers. Her total compensation in 2020 was approximately $120,000 to $200,000. She participated in compensation and incentive plans or arrangements on the same basis as similarly situated employees.

 

Other Transactions

We have granted stock options, RSUs, and restricted stock awards to our executive officers and certain of our directors. For a description of the equity awards held by our NEOs and directors that are currently outstanding, see “Compensation Discussion & Analysis” and “Compensation Tables” in this proxy statement.

We have entered into change in control arrangements with certain of our executive officers that, among other things, provide for certain severance and change in control benefits. For a description of these agreements, see “Compensation Tables—Potential Payments upon Termination or Change in Control” in this proxy statement.

We believe the terms of the transactions described above were comparable to terms we could have obtained in arm’s-length dealings with unrelated third parties.

 

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Board Operations

Policies and Procedures for Transactions with Related Persons

In May 2019, we adopted a written policy that our executive officers, directors, beneficial owners of more than 5% of any class of our capital stock, and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related party transaction with us without the consent of our Audit Committee. Any request for us to enter into a transaction with an executive officer, director, beneficial owner of more than 5% of any class of our capital stock, or any member of the immediate family of any of the foregoing persons, in which such person would have a direct or indirect interest, must be presented to our Audit Committee for review, consideration, and approval or ratification. In approving or rejecting any such proposal, our Audit Committee is to consider the relevant facts and circumstances of the transaction available to it, including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unrelated third party or to employees under the same or similar circumstances, and the extent of the related person’s interest in the transaction. The written policy requires that, in determining whether to approve or reject a related person transaction, our Audit Committee must consider, in light of known circumstances, whether the transaction is in, or is not inconsistent with, our best interests and those of our stockholders, as our Audit Committee determines in good faith.

Communication with Directors and Executive Officers

Stockholders and others who wish to communicate with the board of directors or any individual director, including our independent chairperson, may do so by writing to the following address:

Board of Directors
Uber Technologies, Inc.
c/o Corporate Secretary
1515 3rd Street
San Francisco, California 94158

All such correspondence is reviewed by the Corporate Secretary’s office, which logs the material for tracking purposes. Our board of directors has asked the Corporate Secretary’s office to forward to the appropriate director(s) all correspondence, except for personal grievances, items unrelated to the functions of the board of directors, business solicitations, advertisements, and materials that are profane.

Availability of Corporate Governance Documents

Our corporate governance documents are available on the investor relations section of our website at www.uber.com. The information contained in, or that can be accessed through, our website is not a part of, or incorporated by reference in, this proxy statement. Additionally, copies of our Certificate of Incorporation, Bylaws, all standing Committee Charters, the Corporate Governance Guidelines, the Business Conduct Guide and Code of Ethics, Conflicts of Interest Policy, Stock Ownership Guidelines, Clawback Policy and the Related Party Transactions Policy are available in print upon request by writing to the Corporate Secretary at Uber Technologies, Inc., 1515 3rd Street, San Francisco, California 94158.

 

2021 Proxy Statement       37

 
 

Director Compensation

Fiscal 2020 Non-Employee Director Compensation

In 2020, we compensated our non-employee directors in accordance with a Director Compensation Policy established by our Compensation Committee in consultation with our Board of Directors, compensation consultants, Chief Executive Officer, and other members of our senior management team. The Director Compensation Policy, which was approved in March 2019 and became effective as of January 1, 2020, is intended to reward our directors for their experience and performance, motivate them to achieve our long-term strategic goals, and help align our director compensation program with those of other leading U.S.-based publicly traded companies.

Dr. Sugar, our independent Chairperson of the Board, was not eligible to receive annual RSU grants or cash retainer fees for his role as Chairperson of the Board or as an independent director, other than cash committee retainer fees, until January 1, 2021, and Mr. Trujillo waived his right to receive any compensation for his board and committee service in 2020.

In connection with the extremely difficult decision to reduce Uber’s workforce by approximately 25%, due to the challenging circumstances created by the COVID-19 pandemic, and as those reductions in our workforce were implemented, our Compensation Committee amended the Director Compensation Policy, effective May 11, 2020, to waive the quarterly cash retainer fees that would otherwise have been paid to the members of our Board of Directors for the remainder of 2020 for their general service on the Board of Directors. As a result, non-employee directors received prorated cash retainer payments for the second quarter of 2020, and no cash retainer fee payments were made for the third and fourth quarters of 2020 (other than cash retainers for their service on a committee). We intend to periodically evaluate our Director Compensation Policy as part of our regular reviews of our overall compensation strategy.

The Director Compensation Policy that was effective for the 2020 year consisted of the following elements:

 

Description of Non-Employee Director Compensation  Amount 
Cash Retainer for All Directors(1)(2) $   50,000
Annual RSU Grant for All Directors(2)(3) $ 250,000
Committee Additional Cash Retainer:(1)  
Audit Committee Chair $   35,000
Compensation Committee Chair $   25,000
Nominating and Governance Committee Chair $   25,000
Non-Chair Audit Committee Member $   20,000
Non-Chair Compensation Committee Member $   15,000
Non-Chair Nominating and Governance Committee Member $   15,000
Chairperson of the Board Additional Cash Retainer(1)(2) $ 200,000
(1)Earned daily and paid in arrears on a quarterly basis. Non-employee directors joining the board after the beginning of the year receive a prorated cash retainer reflecting his or her actual period of board service for the year.
(2)The new Director Compensation Policy was not effective with respect to Dr. Sugar, our independent Chairperson of the Board, until January 1, 2021. Dr. Sugar received an initial equity grant upon his appointment to the Board in 2018 and did not receive any RSU grants or cash retainers for his role as Chairperson of the Board or as an independent director, other than cash retainers for his service on a committee, until 2021.
(3)A non-employee director joining the board after the beginning of the year receives a prorated Annual RSU Grant reflecting his or her actual period of board service for the year.

We do not pay meeting fees. We do offer reimbursements to our directors for their reasonable out-of-pocket expenses, including travel and lodging, incurred in attending meetings of our board of directors and committees.

 

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Director Compensation

 

The following table summarizes all compensation awarded to, earned by, or paid to each of our non-employee directors during 2020.

Director Compensation

Name Fees Earned or
Paid in Cash ($)(1)
Stock Awards ($)(2) Total ($)
Ronald Sugar $ 40,000           — $   40,000
Revathi Advaithi $ 10,055 $ 123,272 $133,327
Ursula Burns $ 53,169 $ 313,621 $366,790
Garrett Camp $ 18,033     $ 313,621(3) $  18,033
Robert Eckert  $ 30,902 $ 108,719 $139,621
Amanda Ginsberg $ 29,208 $258,207 $287,415
Wan Ling Martello $ 48,962 $ 313,621 $362,583
Yasir Al-Rumayyan $ 35,219 $ 313,621 $348,840
John Thain $ 53,169 $ 313,621 $366,790
David Trujillo(4)          —                        
       
(1)Reflects cash retainer fees earned through May 11, 2020 and committee cash retainer fees earned through December 31, 2020; cash retainer fees that would otherwise have been paid for Board service following May 11, 2020 were waived.
(2)The amounts reflect the grant date fair value of RSUs, calculated in accordance with FASB ASC Topic 718 based on the market price of the shares subject to the award on the date of grant. Because our Director Compensation Policy provides that the $250,000 grant value (or pro-rated grant value for non-employee directors joining our board after the beginning of the year) of the Annual RSU Grant is converted into the number of shares underlying the award based on the average daily closing price per share of our common stock in the month prior to the grant date, the dollar amounts reported above will not match the dollar amounts identified under our Director Compensation Policy. The following reflects the aggregate number of outstanding RSUs held by our non-employee directors as of December 31, 2020: Dr. Sugar, 19,936; Ms. Burns, 2,050; Ms. Martello, 1,025; and Mr. Thain, 2,050.
(3)Mr. Camp did not stand for re-election at the 2020 Annual Meeting, and his RSU award was forfeited as a result.
(4)Mr. Trujillo elected to receive no compensation for his 2020 board service.

 

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Executive Officers

Name Age Position
Dara Khosrowshahi 51 Chief Executive Officer and Director
Nelson Chai 55 Chief Financial Officer
Jill Hazelbaker 39 Senior Vice President, Marketing and Public Affairs
Nikki Krishnamurthy 49 Senior Vice President and Chief People Officer
Tony West 55 Senior Vice President, Chief Legal Officer and Corporate Secretary

 

Dara Khosrowshahi. See “Director Nominees” above.

Nelson Chai. Mr. Chai has served as our Chief Financial Officer since September 2018. Prior to joining Uber, Mr. Chai served as President and Chief Executive Officer of The Warranty Group, a provider of warranty solutions and underwriting services, from January 2017 to July 2018. From June 2010 to December 2015, Mr. Chai served in various senior management roles at CIT Group, Inc., a financial services company, including President from August 2011 to December 2015 and Chairman of CIT Bank NA from January 2014 to July 2015. Prior to CIT Group, Mr. Chai held senior management positions at Bank of America Corporation and Merrill Lynch & Co., a financial services company, including Executive Vice President and Chief Financial Officer of Merrill Lynch & Co. from December 2007 to February 2008. Mr. Chai served as Executive Vice President and Chief Financial Officer of NYSE Euronext, Inc. and its predecessor company NYSE Group, Inc. from January 2006 to December 2007. Mr. Chai has served on the board of directors of Thermo Fisher Scientific Inc., a biotechnology product development company, since December 2010, where he serves as chair of the audit committee and is a member of the nominating and governance committee. Mr. Chai serves on the Board of Overseers for the School of Arts and Sciences at the University of Pennsylvania.

Jill Hazelbaker. Ms. Hazelbaker has served as our Senior Vice President, Marketing and Public Affairs since June 2019. She served as Senior Vice President, Communications and Public Policy from April 2017 to June 2019. From November 2015 to April 2017, Ms. Hazelbaker served as our Vice President, Communications and Public Policy. Prior to joining Uber, Ms. Hazelbaker served as Vice President, Communications and Public Policy of Snap Inc., a social media company, from October 2014 to October 2015. From January 2010 until October 2014, Ms. Hazelbaker held senior Communications and Public Policy roles at Google, in the United States and Europe,

 

where she was most recently Senior Director of Communications and Public Policy from March 2013 to October 2014. Prior to joining Google, Ms. Hazelbaker served as Press Secretary to Mayor Michael Bloomberg’s re-election campaign in New York City from January 2009 to December 2009 and as the Communications Director for Senator John McCain’s U.S. presidential campaign from June 2007 to November 2008.

Nikki Krishnamurthy. Ms. Krishnamurthy has served as our Chief People Officer since October 2018. Prior to joining Uber, Ms. Krishnamurthy served as Chief People Officer of Expedia from May 2016 to June 2018. From March 2013 to May 2016, Ms. Krishnamurthy served as Vice President of Expedia Local Expert, a branch of Expedia that provides online concierge services, and prior to that, she held the role of Vice President of Human Resources for Expedia from December 2009 to March 2013. Prior to that, Ms. Krishnamurthy was Principal HR Consultant for Washington Mutual Card Services from September 2007 to September 2009.

Tony West. Mr. West has served as our Senior Vice President, Chief Legal Officer and Corporate Secretary since November 2017. Prior to joining Uber, Mr. West served as Executive Vice President, Government Affairs, General Counsel and Corporate Secretary from November 2014 to November 2017 at PepsiCo Inc., a food and beverage company. Prior to joining PepsiCo, Mr. West served as Associate Attorney General of the United States from March 2012 to September 2014, after previously serving as the Assistant Attorney General for the Civil Division in the U.S. Department of Justice from April 2009 to March 2012. From November 2001 to April 2009, Mr. West was a partner at Morrison & Foerster LLP. He also served as Special Assistant Attorney General at the California Department of Justice from 1999 to 2001 and, prior to that, as an Assistant United States Attorney in the Northern District of California.

 

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Executive Officers

 

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to the beneficial ownership of Uber’s common stock as of March 1, 2021 by:

(i)each of our NEOs,
(ii)each of our directors and nominees for director,
(iii)all current directors and executive officers as a group, and
(iv)each person or entity known by us to own beneficially more than 5% of our common stock based solely on Uber’s review of filings with the SEC pursuant to Section 13(d), 13(g) or Section 16 of the Exchange Act.

We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. The total number of shares outstanding as of March 1, 2021 was 1,858,505,334.

Unless otherwise indicated, the address for each beneficial owner listed in the table below is c/o Uber Technologies, Inc., 1515 3rd Street, San Francisco, California 94158.

    Shares Beneficially Owned
Name of Beneficial Owner   Shares % of Shares
Outstanding
Directors and Named Executive Officers:
Dara Khosrowshahi(1)   1,408,027 *
Nelson Chai(2)   189,783 *
Jill Hazelbaker(3)   125,053 *
Nikki Krishnamurthy(4)   70,585 *
Tony West(5)   123,264 *
Revathi Advaithi(6)   3,756 *
Ursula Burns(7)   147,283 *
Robert Eckert(8)   20,837 *
Amanda Ginsberg(9)   6,287 *
Wan Ling Martello(10)   60,311 *
Yasir Al-Rumayyan(11)   72,971,550 3.93%
Ronald Sugar(12)   189,403 *
John Thain(13)   147,022 *
David Trujillo  
Alexander Wynaendts  
Thuan Pham  
All current directors and executive officers as a group (15 persons)(14)   75,463,161 4.06%
Greater than 5% Stockholders:
SB Cayman 2 Ltd.(15)   184,228,178 9.91%
Morgan Stanley(16)   109,787,239 5.91%
*Represents beneficial ownership of less than 1%.
(1)Consists of (i) 756,829 shares of common stock held by Mr. Khosrowshahi, (ii) RSUs for 201,198 shares of common stock, for which the service-based vesting condition would be satisfied within 60 days of March 1, 2021 and (iii) 450,000 shares of common stock subject to options held by Mr. Khosrowshahi that are exercisable within 60 days of March 1, 2021.
(2)Consists of (i) 84,652 shares of common stock held by Mr. Chai and (ii) RSUs for 105,131 shares of common stock for which the service-based vesting condition would be satisfied within 60 days of March 1, 2021.
(3)Consists of (i) 72,531 shares of common stock held by Ms. Hazelbaker and (ii) RSUs for 52,522 shares of common stock, for which the service-based vesting condition would be satisfied within 60 days of March 1, 2021.

 

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Executive Officers

 

(4)Consists of (i) 43,602 shares of common stock held by Ms. Krishnamurthy and (ii) RSUs for 26,983 shares of common stock for which the service-based vesting condition would be satisfied within 60 days of March 1, 2021.
(5)Consists of (i) 89,337 shares of common stock held by Mr. West and (ii) RSUs for 33,927 shares of common stock for which the service-based vesting condition would be satisfied within 60 days of March 1, 2021.
(6)Consists of (i) 3,756 shares of common stock held by Ms. Advaithi.
(7)Consists of (i) 90,383 shares of common stock held by Ms. Burns, (ii) 55,875 shares of common stock held by the Ursula M. Burns 2019 GRAT #1, of which Ms. Burns is the trustee, and (iii) RSUs for 1,025 shares of common stock, for which the service-based vesting condition would be satisfied within 60 days of March 1, 2021.
(8)Consists of (i) 5,097 shares of common stock held by Mr. Eckert and(ii) 15,740 shares of common stock held by the Robert A. Eckert Living Trust, of which Mr. Eckert is the trustee.
(9)Consists of (i) 6,287 shares of common stock held by Ms. Ginsberg.
(10)Consists of (i) 59,286 shares of common stock held by Ms. Martello and (ii) RSUs for 1,025 shares of common stock, for which the service-based vesting condition would be satisfied within 60 days of March 1, 2021.
(11)Consists of (i) 131,009 shares of common stock held by H.E Al-Rumayyan and (ii) 72,840,541 shares of common stock held by The Public Investment Fund. H.E. Al-Rumayyan is the Governor of The Public Investment Fund which is the sovereign wealth fund of the Kingdom of Saudi Arabia. The Board of Directors of The Public Investment Fund, consisting of His Royal Highness Mohammad bin Salman Al-Saud (Chairman), H.E. Ibrahim Abdulaziz Al-Assaf, H.E. Mohammad Abdul Malek Al Shaikh, H.E. Khalid Abdulaziz Al-Falih, H.E. Dr. Majid Bin Abdullah Al Qasabi, H.E. Mohammad Abdullah Al-Jadaan, H.E. Mohamed Mazyed Altwaijri, H.E. Ahmed Aqeel Al-Khateeb, and H.E. Yasir Othman Al-Rumayyan, has dispositive power over the shares held by The Public Investment Fund by a majority of the votes of the Directors, with the Chairman having a casting vote. The address for The Public Investment Fund is Al’Raidah Digital City, Riyadh 6121, AlNakheel District 11442, Kingdom of Saudi Arabia.
(12)Consists of (i) 171,729 shares of common stock held by The Sugar Family Trust, of which Dr. Sugar is the trustee, (ii) 14,826 shares held by Dr. Sugar, and (iii) RSUs for 2,848 shares of common stock for which the service-based vesting condition would be satisfied within 60 days of March 1, 2021.
(13)Consists of (i) 145,997 shares of common stock held by Mr. Thain and (ii) RSUs for 1,025 shares of common stock, for which the service-based vesting condition would be satisfied within 60 days of March 1, 2021.
(14)Consists of (i) 74,587,477 shares of common stock held by all our current directors and executive officers as a group, (ii) 450,000 shares of common stock subject to options held by all our current directors and executive officers as a group that are exercisable within 60 days of March 1, 2021, and (iii) RSUs for 425,684 shares of common stock for which the service-based vesting condition would be satisfied within 60 days of March 1, 2021.
(15)Based solely on a Form 4 filed January 11, 2021, (i) SB Cayman 2 Ltd. holds 184,228,178 shares of common stock, (ii) SB Cayman 2 Ltd. is wholly-owned by SoftBank Vision Fund (AIV S1) LP, a Delaware limited partnership (“Vision Fund”), (iii) SB Investment Advisers (UK) Limited, a wholly-owned subsidiary of SoftBank Group Corp., has been appointed as alternative investment fund manager (“AIFM”) and is exclusively responsible for managing the Vision Fund in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of the Vision Fund, SB Investment Advisers (UK) Limited is exclusively responsible for portfolio management and risk management. The address for SB Cayman 2 is c/o Walkers Corporate Limited, Cayman Corporate Ctr, 27 Hospital Road, George Town E9 KY1-9008.
(16)Based solely on a Schedule 13G filed on February 12, 2021, Morgan Stanley reported 109,787,238 shares of common stock beneficially owned, or that may be deemed to be beneficially owned, by certain operating units of Morgan Stanley and its subsidiaries and affiliates. Morgan Stanley reported that it has shared voting power with respect to 77,298,203 shares of common stock and shared dispositive power with respect to 109,787,239 shares of common stock. The address for Morgan Stanley is 1585 Broadway, New York, NY 10036.

 

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Equity Compensation Plan Information

The following table shows information, as of December 31, 2020, with respect to shares of our common stock that may be issued under existing equity compensation plans. The category “Equity compensation plans approved by stockholders” in the table below consists of the 2010 Equity Incentive Plan (the “2010 Plan”), the 2013 Equity Incentive Plan (the “2013 Plan”), the 2019 Equity Incentive Plan (the “2019 Plan”), and the 2019 Employee Stock Purchase Plan (the “ESPP”).

                   
    Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights(1)
(a)
  Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights(2)
(b)
  Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))(3)
(c)
Equity compensation plans approved by stockholders   103,417,520     $11.77     246,927,037  
Equity compensation plans not approved by stockholders   (4)        
Total   103,417,520     $11.77     246,927,037  
(1)Consists of the following: 1,963,546 shares subject to outstanding awards granted under the 2010 Plan, 42,120,093 shares subject to outstanding awards granted under the 2013 Plan, and 59,333,881 shares subject to outstanding awards granted under the 2019 Plan. Performance-based RSUs are, for purposes of this column, assumed to be payable at 100% of target. Following our IPO in 2019, no additional awards have been or will be granted under the 2010 and
2013 Plans.
(2)The weighted-average exercise price is calculated solely on the exercise prices of the outstanding options and SARs and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price.
(3)Consists of 35,157,470 shares available under the ESPP and 211,769,567 shares available under the 2019 Plan, including shares subject to purchase during the current ESPP purchase period. The number of shares reserved for issuance under the ESPP and the 2019 Plan automatically increases on January 1st each calendar year for ten years, starting on January 1, 2020 and ending on and including January 1, 2029. The number of shares reserved for issuance under the ESPP automatically increases by the lesser of (a) one percent (1.0%) of the total number of our shares outstanding as of December 31st of the immediately preceding calendar year or (b) 25,000,000 shares, or (c) a number determined by our board of directors. The number of shares reserved for issuance under the 2019 Plan automatically increases by the lesser of (a) five percent (5.0%) of the total number of Uber shares outstanding as of December 31st of the immediately preceding calendar year or (b) a number determined by our board of directors. The reported number of available shares includes the 85,833,837 shares added to the 2019 Plan and the 17,166,767 shares added to the ESPP on January 1, 2020 as a result of the automatic increase provisions.
(4)Excludes options, RSUs, SARs, and other equity rights assumed or substituted in connection with mergers and acquisitions. As of December 31, 2020, a total of 7,676,132 shares of common stock were issuable upon exercise of outstanding options, 2,157,112 shares were issuable upon the vesting of RSUs, and 27,786 shares were issuable upon the exercise of outstanding SARs under those other assumed or substituted arrangements. The weighted average exercise price of those outstanding options and SARs is $15.90 per share. No additional awards may be granted under those assumed or substituted arrangements.

 

2021 Proxy Statement       43

 
 

Executive Compensation

A Letter From Our Compensation Committee

Dear Fellow Stockholders,

We would like to thank you for your continued support of Uber. As members of the Compensation Committee, we are committed to holding ourselves accountable to our stockholders in even the most difficult years and market conditions, such as those we experienced in 2020. As a component of that accountability, we engaged with a substantial portion of our stockholders over the course of our first full year as a public company to obtain feedback as we continue to evolve our compensation program and strategy from that of a founder-led private company into that of a public company with world-class executive compensation practices.

We prioritize our role in reviewing Uber’s human capital strategies, initiatives, and programs with respect to culture, recruitment, retention, and engagement and we believe the measures we took this past year, together with the quality and diversity of Uber’s leadership team, were critical to how quickly the Company was able to adapt in these times of crisis and how the Company is now positioned to thrive as it emerges from disruption. We continue to support Uber’s management team in fostering a culture that is diverse and inclusive, embraces change, and values and encourages equity (fair treatment for all drivers and delivery people (“Drivers”), our employees, and customers), problem-solving, and speed. We are confident that this culture is the reason we have been able to persevere and flourish in the markets in which we operate.

Throughout the challenges that arose in 2020, Uber’s management team remained focused on Uber’s core values, taking swift and decisive action to prioritize the well-being of employees, Drivers, merchants, consumers, and communities from the earliest stages of the COVID-19 pandemic, while remaining relentlessly focused on our long-term strategic and overall profitability goals; actions we believe are strongly tied to the creation of long-term stockholder value and the significant improvement in our stock price in 2020 from a closing price per share of $30.99 on January 2, 2020 to $51.00 on December 31, 2020.

Fiscal 2020 Business Highlights and Challenges

COVID-19 Pandemic. Like many companies, the global impact of the COVID-19 pandemic put Uber to the test in 2020. Despite many challenges, we proved that we are capable of adapting under the pressure of a global crisis. Beginning with the earliest days of the pandemic, Uber’s leadership team asked all employees who were able to do so to work remotely. We also instituted a Global Caregiver Enhanced Flexibility Policy to provide clarity around the flexible work options available to parents and caregivers to balance work with caring for those who matter most. Uber’s leadership team led us to become the first company to develop a financial assistance policy to provide aid to active Drivers diagnosed with COVID-19 or asked to self-isolate by a public health authority, made a $50 million commitment to providing personal protective equipment, masks, and cleaning supplies to Drivers, and successfully advocated for the inclusion of independent workers and small businesses like restaurants in stimulus packages in the United States, Latin America, Europe, Australia, and New Zealand. Management mobilized employee teams and allocated financial and other resources to support the health and well-being of employees, platform users, and the cities and communities Uber serves, including pledging 10 million free rides and food deliveries to health care workers, seniors, victims of domestic violence, school districts, and youth organizations, and donating 300,000 meals to first responders and health care workers. We took those actions while tackling the business challenges caused by the pandemic; most notably the impact of the decline in rideshare revenue on Uber’s overall profitability goal. As the pandemic spread, we supported management in making the extremely difficult decision to reduce Uber’s workforce by approximately 25%, and as those workforce reductions were implemented, we asked the Board of Directors to waive its general cash retainer fees and supported Dara Khosrowshahi in his decision to waive his base salary, both for the remainder of the year.

Increased Driver Protections and Benefits. In 2020, Uber successfully navigated regulatory challenges, including securing important benefits for Drivers, while protecting the flexibility that Drivers want as independent contractors, and our ability to remain one of the largest platforms for independent work in the world. We have long advocated for increased protections and benefits for Drivers, as we believe that reform is needed to modernize the social safety net and to recognize the many forms of independent work around the world. We believe that individuals should not be forced to choose between being an employee with more benefits but less flexibility, or an independent contractor with more flexibility but almost no safety net. Based on these beliefs, Uber supported a state ballot initiative, Proposition 22 in California and similar legislation in India, both codifying a way of work beyond independent contractor status but short of employment. Proposition 22 was approved by California voters in November, decisively settling the debate about gig work in the most populous state in the U.S. and providing Drivers with a guaranteed minimum earnings floor, occupational/accident insurance for injury protection, a subsidy for health insurance for those with at least 15 hours per month on our platform, and due process provisions and protection against discrimination and harassment as independent contractors. The legislation we supported in India codified independent contractor status nationwide and enabled Drivers using our platform to access important benefits like social security. Passage of this and similar legislation is a key component of our regulatory strategy and means Drivers will continue to enjoy the flexibility provided to them through use of the Uber app, together with important additional benefits and protections.

 

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Executive Compensation

 

Financial Results and Path to Profitability. 2020 was the year we expected Uber to sprint toward profitability, and we prioritized this profitability target by establishing it as a financial goal in our 2020 executive compensation program. One-third of each executive officer’s target cash bonus, and 25% of our 2018, 2019, and 2020 performance-based restricted stock unit (“PRSU”) awards was based on the achievement of aggressive and quantifiable financial goals intended to incentivize our executive officers to achieve the profitability goal. Instead, Mobility Gross Bookings, Uber’s expected profit generator, hit a low of over -80% YoY decline in April as communities went into lockdown in response to the pandemic. Despite this setback, management was able to take decisive action during this uncharted time to double the Gross Bookings of our Delivery business while also aggressively cutting over $1 billion in costs. While we missed the initially established financial targets under the 2020 cash bonus plan and the financial targets under our PRSU awards, performance in 2020 exceeded internal adjusted targets established in July by the management team together with the Board of Directors. Our management team’s aggressive retooling and adjustment of priorities, hedging of bets, and strategic decisions related to acquisitions and divestitures produced a cost-efficient and focused structure that we believe can scale, with an expectation that Uber will now be profitable by the end of 2021. Despite this progress, we chose not to adjust the previously established goals in our 2020 cash bonus plan or under our 2018, 2019, and 2020 PRSU awards, and none of our executive officers received the portion of their cash bonus or vested in the portion of the PRSU awards that was conditioned on the achievement of the unmet financial goals.

Leadership Incentives and Retention

We seek to ensure that our compensation programs attract, motivate, and retain key talent critical to the success of our business and the creation of long-term stockholder value. We believe the quality of Uber’s leadership has been and will continue to be critical to our ability to adapt in times of crisis and emerge from disruption in a position of strength. Amidst the significant challenges that our management team guided us through during 2020, we focused on actions that were necessary for management retention and motivation at a time when our competitors, many of whose businesses and stock prices were less impacted by the pandemic, were aggressively trying to poach our talent. We strongly believe that the compensation structure we established for 2020 provided us with a level of flexibility that was essential to retaining and appropriately incentivizing our executive officers to make key strategic decisions that were in the best interests of our stockholders. We are confident that our management team has put us in the best possible strategic and financial position given the unexpected challenges we faced in 2020 as a result of the COVID-19 pandemic.

Stockholder Outreach and Response to Say-on-Pay

After the first say-on-pay vote following our IPO, we sought to collaborate with our stockholders to address concerns related to our compensation philosophy and programs and our approach to human capital management. Uber held calls and meetings with over 75 of our 100 largest stockholders, representing over 65% of shares outstanding, including a number of meetings attended by Ronald Sugar, the Chairperson of the Board and a member of this committee. In response to the regular updates we received regarding topics of concern from our investors, we made meaningful changes aimed at increasing the quality and transparency of the disclosures in our Compensation Discussion and Analysis (“CD&A”) this year, and took decisive action related to the following topics of concern to our investors: the amount and alignment of CEO pay and perquisites; the balance of discretionary and formulaic goals in our bonus plan; the number of executive officers receiving PRSUs, the duration of the PRSU performance period, and metrics used for those PRSUs; the composition of our peer group; and the scope of our stock ownership guidelines and clawback policy. Our CD&A describes the specific program design changes we implemented in 2020 and that have been implemented in 2021, individual compensation decisions and rationales for the compensation paid to our executive officers in 2020, and our plans for the continued evolution of our compensation program in 2021. We remain committed to listening to stockholder feedback as we continue to evaluate and refine our compensation programs.

We hope this letter provides useful context as you review the details of our 2020 executive compensation program in the CD&A below, and that we can count on your support of our 2020 pay program. As the world rapidly changes, we intend to continue to look for ways to evolve our compensation program in order to attract, motivate, and retain key employees and executives critical to the ongoing success of our business and the creation of long-term stockholder value.

Thank you for your continued support and investment in Uber.

Sincerely,

The Compensation Committee

David Trujillo (Chair)

Wan Ling Martello

Ronald Sugar

Robert Eckert

 

2021 Proxy Statement       45

 
 

Compensation Discussion and Analysis

The following discussion and analysis of our executive compensation philosophy, objectives, and design, our compensation-setting process, our executive compensation program components, and the decisions made for the compensation of our named executive officers (“NEOs”) in 2020 should be read together with the foregoing letter from our Compensation Committee, and the compensation tables and related disclosures below. The discussion in this section contains forward-looking statements that are based on our current considerations and expectations relating to our executive compensation programs and philosophy. As our business and our needs evolve, the actual amount and form of compensation and the compensation programs that we adopt may differ materially from current or planned programs as summarized in this section.

2020 Named Executive Officers

Name Title
Dara Khosrowshahi Chief Executive Officer and Director
Nelson Chai Chief Financial Officer
Jill Hazelbaker Senior Vice President, Marketing and Public Affairs
Tony West Senior Vice President, Chief Legal Officer and Corporate Secretary
Nikki Krishnamurthy Senior Vice President and Chief People Officer
Thuan Pham Former Chief Technology Officer (resigned effective May 16, 2020)

 

Key 2020 Highlights and Challenges

The market in which we compete is constantly evolving, which requires continuous innovation and agility to remain competitive. Ensuring that we have strong, diverse talent with demonstrated ability to grow and scale while relentlessly focusing on our long-term strategic and overall profitability goals is critical to our ability to be successful and drive long-term stockholder value. 2020 was a transformational year for Uber, as we successfully navigated regulatory challenges that reached critical inflection points, while responding to the unexpected disruption to our business caused by the COVID-19 pandemic. The result of our management team’s aggressive retooling and adjustment of priorities, strategic decisions related to acquisitions and divestitures, and cost-cutting in response to the financial challenges that arose due to the pandemic, together with successful capital raising efforts that reduced our cost of financing and provided an additional $1 billion in working capital, was a cost-efficient and focused structure that we believe can scale. As a result of the decisive actions taken by our management team during this global crisis, we saw results in our Q4 numbers, and expect to deliver on the commitment we made to our stockholders to achieve profitability by the end of 2021.

Certain key financial results, and strategic and operational achievements are highlighted below, while full financial results, including reconciliations of the non-GAAP financial measures to the most comparable GAAP financial measures, are reflected in Appendix A, beginning on page 88 of this proxy statement and in our Annual Report on Form 10-K for the year ended December 31, 2020, which can be found at https://investor.uber.com/financials/default.aspx and on the SEC’s website.

2020 Business Highlights and Challenges

   Closed or announced 17 acquisition/divestiture transactions. Acquisitions supported Uber’s core markets and business (e.g., Careem, Autocab, Cornershop, and Postmates) and divestitures removed burn from non-core assets and geographies (e.g., Uber Elevate, Uber’s Advanced Technologies Group, India Eats).

   Supported Proposition 22, a California state ballot initiative, approved by voters in November and legislation passed by Parliament in India, protecting the flexibility available to Drivers while allowing them to remain classified as independent contractors and to receive important additional benefits and protections. Proposition 22 provides a minimum earnings guarantee, and implements a health insurance subsidy and other protections for independent contractors. India’s legislation codified independent contractor status nationwide and enables Drivers using our platform to access important benefits like social security.

   Successfully renewed our license to operate in London, Uber’s largest European market and one of our top 5 cities worldwide based on Gross Bookings.

   Ended 2020 with our Mobility business being #1 in every major region in which we operate and our Delivery business being #1 or #2 in every region in which we operate as of December 31, 2020.

   Announced 14 commitments on our journey to become an anti-racist company and published our People and Culture Report. In 2020, women at Uber globally earned $1.00 for every $1.00 (total cash) earned by men performing similar job functions. In that same time period in the U.S., in aggregate, employees from underrepresented racial backgrounds earned $1.00 for every $1.00 (total cash) earned by non-underrepresented peers at Uber at the same job level.

   The pandemic dampened our Mobility business, while demonstrating the power of our diversified platform as the growth of Delivery Gross Bookings (~110% YoY and ~128% in Q4) helped offset the top line impact of COVID-19.

   Expanded into grocery and non-food delivery, which exited 2020 with $1.5 billion in run rate Gross Bookings.

 

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Compensation Discussion and Analysis

 

2020 Business Highlights and Challenges

   In response to the pandemic, in July 2020, we reset our internal outlook and ultimately exceeded our reset targets with Gross Bookings of $57.9B (-9% YoY), revenue of $11.2 billion, and an Adjusted EBITDA loss of $2.5 billion. However, we chose not to adjust the previously established goals in our 2020 cash bonus plan or under our 2018, 2019, and 2020 PRSU awards.

   Reduced the cost of our financing, including by extending the maturity date of our $500 million 2023 unsecured notes to 2028. Completed $1.0 billion offering of 2025 unsecured notes and inaugural $1.15 billion convertible notes offering at 0% coupon with an $80.84 per share conversion price.

   Completed strategic partnership with Aurora Innovation, in which we sold our Advanced Technologies Group business and made a $400 million investment in exchange for a ~26% ownership stake in the combined company. Obtained investment of $500 million in Uber Freight by Greenbriar Equity Group at a $3.3 billion post-money valuation.

 

* Growth percentages for Gross Bookings and revenue reflected on a constant currency basis.

Say-On-Pay Results and Stockholder Engagement

Two years prior to our IPO, our Board of Directors commenced a process to transform Uber from a founder-led, private company into a publicly traded company led by a diverse, experienced, and talented senior management team. Under the leadership of our senior management team, we completed our IPO and listing on the NYSE, while fundamentally reforming our culture by improving our internal governance structure, strengthening our compliance programs, embracing change and our new cultural norms, and rebuilding our relationships with our partners.

Evolution of Our Compensation Program

As part of our overall transformation process, we have taken steps each year to transform our compensation program and our human capital strategies, initiatives, and programs with respect to culture, recruitment, retention, and engagement from the program that was developed when we were a founder-led private company into a program more suitable for a market-leading public company, intended to achieve alignment between our long-term strategic goals and our stockholders’ interests, and grounded in our pay for performance philosophy and our cultural norms. The feedback the Compensation Committee receives from our stockholders through ongoing engagement informs our Compensation Committee’s priorities and deliberations when evaluating potential changes to the compensation program for our NEOs, and we will continue to seek opportunities to engage with and hold ourselves accountable to our stockholders as we expand on this work.

We have set forth below a summary of the evolution of our executive compensation program to date, as well as responsive actions taken toward further refinement in 2021.

Key Priorities Key Executive Compensation Actions
Prior to 2019
Founder-Led Private Company in State of Transition

•   Attract experienced CEO and build out a leadership team to navigate the Company through meaningful cultural challenges, support the future trajectory of the business, and prepare for IPO

•   Establish new cultural norms to guide decision-making and unite and define Uber’s culture

•   Negotiated compensation agreements for Mr. Khosrowshahi, CEO (2017) and other members of the leadership team, including Mr. West, CLO (2017); Mr. Chai, CFO (2018); and Ms. Krishnamurthy, CPO (2018)

•   New hire packages for the CEO, CFO, CLO, and CPO included multi-year equity grants to attract and retain experienced executives for a critical period of transformation and align their interests with public company value creation

2019
Preparing for IPO and Becoming a Public Company

•   Prepare business for IPO and align Board and governance practices with expectations for a public company

•   Complete successful IPO

•   Restructured Compensation Committee to include members with significant public company experience

•   Established public company compensation practices (e.g., clawback policy, stock ownership guidelines, executive severance plan)

•   Transitioned to annual equity awards for CEO, coinciding with final grant of new hire award commitment entered into pre-IPO

•   Established annual equity awards for other NEOs

•   Expanded use of PRSUs to establish a broader performance-based long-term incentive program and incorporated D&I goals to align with new cultural norms

 

2021 Proxy Statement       47

 
 

Compensation Discussion and Analysis

 

Key Priorities Key Executive Compensation Actions
2020
Navigating First Year as a Public Company, Path to Profitability, & COVID-19

•   Drive actions to deliver on stated path to profitability

•   Navigate significant impact of COVID-19 on business

•   Successfully navigate multiple regulatory challenges that could impact business model

•   Respond to stockholder feedback following first public company annual meeting and advance ESG priorities

•   Shifted target compensation for all NEOs toward greater at-risk compensation

•   Strengthened Stock Ownership Guidelines and Clawback Policy

•   Established more formulaic performance metrics and weightings in annual cash bonus plan, a maximum bonus cap of 200% of target, and an 85% threshold level of performance for key financial targets

•   Further aligned incentive program with our cultural norms by adding safety goals, in addition to D&I goals, into PRSUs

•   Retained and stabilized executive leadership team during uncertain COVID-19 environment and aggressive market for experienced leadership by providing long-term awards that align key members of the executive team with long-term value creation for Uber stockholders

2021
Path to Profitability & Continuing to Navigate COVID-19

•   Drive toward profitability by the end of 2021

•   Continue navigating ongoing impact of COVID-19

•   Continue evolving practices to align with maturing public company

•   Expanded PRSUs to entire executive leadership team

•   Moved a majority of PRSU goals to 3 year metrics, and incorporated a 3 year relative TSR modifier

•   Continued to reduce discretion in annual cash bonus plan by tying 60% of goals to formulaic financial metrics, adding more structure around threshold and maximum levels of achievement, and adding measurable individual goals

•   Reevaluated and refined peer group

Response to Say-On-Pay

Last year, at Uber’s first annual meeting following our IPO, we received 70.84% stockholder support on our say-on-pay proposal. We viewed that level of support as a signal that additional stockholder outreach was needed in order to facilitate the continued evolution of our program. Our Board and our Compensation Committee deeply value the continued interest of and feedback from our stockholders on our executive compensation program, and we are committed to maintaining an active dialogue with our stockholders to ensure stockholder perspectives are thoughtfully taken into account. As highlighted under the heading “Investor Engagement Efforts” on page 9 and below, in 2020 we took stockholder feedback into account when making our executive compensation decisions, as we sought to balance our investors’ perspectives with the challenge of attracting, motivating, and retaining key talent critical to the success of our business and the creation of long-term stockholder value in the challenging market that arose due to the COVID-19 pandemic.

 

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Compensation Discussion and Analysis

 

We heard our stockholders’ perspectives and carefully considered the feedback we received regarding our executive compensation program. In discussing our compensation program in 2020 with investors, several key themes emerged. The Compensation Committee evaluated these themes and implemented changes to our fiscal year 2021 compensation program that we believe respond directly to stockholder input and further align the interests of our executives with those of our stockholders. The table below summarizes the feedback received from stockholders and the actions that we have taken in response.

What We Heard What We Did
CEO Compensation: The total amount of CEO compensation and cost of his security is high

   Mr. Khosrowshahi’s total compensation in 2020 was $12,246,078, significantly lower than the $42,428,233 and $45,330,702 reported for 2019 and 2018, respectively, because it no longer included the value of previously negotiated sign-on equity awards that were necessary to induce Mr. Khosrowshahi to join the Company and forego significant soon-to-vest equity from his former employer. Time-based restricted stock units (“RSUs”) and PRSUs awarded to Mr. Khosrowshahi in 2020 were at or slightly below market-competitive levels for an incumbent CEO.

   Supported Mr. Khosrowshahi in waiving his base salary from May 2 through December 31, 2020 in response to the COVID-19 pandemic.

   Reduced the cost of Mr. Khosrowshahi’s security beginning in 2020.

   No increases to Mr. Khosrowshahi’s base salary and annual cash bonus targets for 2020.

See “Summary Compensation Table”, “2020 Executive Compensation Program Key Components”, and “Security” on pages 68, 55, and 64.

Compensation Alignment: Executive pay should be internally equitable and a greater percentage of executive pay should be at-risk

   Reduced Ms. Hazelbaker’s fixed cash compensation to align with that of other NEOs and the external market, and increased her at-risk compensation.

   Broadened the number of executives receiving performance-based awards in our annual equity award program. In 2021, all current NEOs will receive a substantial portion of their pay in performance-based awards.

See “2020 Executive Compensation Program Key Components” on page 55.

Annual Cash Bonus Plan: Reduce discretion and add more structure to the annual cash bonus plan

   Continued adding more structure to our annual cash bonus plan in 2021, including defined metrics, weighting, and threshold and maximum levels of achievement. 60% of goals are tied to formulaic financial metrics. Maximum overall payout is capped at 200% of target, which is customary among our Peer Group and broader executive compensation practices. See “2021 Annual Cash Bonus Plan” below.

Annual Equity Awards: A larger portion of annual equity awards should be performance-based, include relative metrics, and be measured using a longer performance period

   In 2021, a portion of the annual equity awards for all NEOs is in the form of PRSUs. 50% of the annual equity awards for Messrs. Khosrowshahi and Chai, and 33% of the annual equity awards for all other NEOs were granted in the form of PRSUs.

   In 2021, we set PRSU goals, which are separate from the goals used under our annual cash bonus plan, that include relative metrics (i.e., rTSR) and mostly three-year goals, aligning executive interests with sustained stockholder value creation.

See “2021 Long-Term Equity Incentives” below.

Peer Group: Consider removing larger size peers from Peer Group    Reduced the emphasis on large bellwether companies, aligning our Peer Group with our current revenue and market capitalization and companies that currently compete with us for business and talent. See “Role of Compensation Peer Group” on page 53.
Stock Ownership Guidelines: Consider including stock retention requirements before stock ownership guidelines are met    Expanded our stock ownership guidelines to require all executives to hold at least 50% of net-vested equity awards until our stock ownership guidelines are met. See “Stock Ownership Guidelines” on page 65.
Clawback Policy: Consider expanding scope of policy    Expanded our clawback policy to (i) cover all executives officers, (ii) include general misconduct in addition to any non-compliance with any financial reporting requirement, and (iii) apply to certain cash compensation as well as equity. See “Clawback Policy” on page 66.
Disclosure of Performance Metrics and Results: Disclose more details regarding performance metrics and results    Made meaningful changes aimed at increasing the quality and transparency of the disclosures throughout this CD&A and related to the disclosure of our performance metrics and results. See “2020 Annual Cash Bonus Plan Goals”, “2020 Annual Cash Bonus Payouts”, and “Long-Term Equity Incentives” on pages 57, 59 and 60.

 

2021 Proxy Statement       49

 
 

Compensation Discussion and Analysis

 

Responsive 2021 Compensation Program Changes

As highlighted above, and described and illustrated below, the Compensation Committee continued to evolve the structure of our incentive compensation programs by approving new annual cash bonus and long-term equity incentive plan designs for 2021. The Committee believes the new plan designs are both responsive to the concerns raised by our stockholders, and also appropriate to incentivize achievement of certain long-term corporate goals that further our long-term strategic and overall profitability goals, and that are used by investors and analysts to evaluate our financial performance. The Committee also believes the new plan designs provide it with a structure through which to recognize individual achievement and hold each NEO accountable for his or her personal performance.

2021 Annual Cash Bonus Plan

In 2021, we made the following changes to the structure of our annual cash bonus plan, taking into account stockholder feedback received in 2020:

Performance will be based on two categories: (i) financial, weighted 60%, and (ii) strategic and operational, weighted 40%.
Weightings are assigned to each goal within the financial and strategic & operational priority categories.
A threshold payout level of achievement of 50% of target bonus and a maximum level of achievement of 200% of target bonus will apply for both categories. Performance below the 50% threshold level of achievement within either category will result in a 0% payout for that category.
An individual modifier will apply for each NEO and may adjust the bonus payable based on a mixture of quantitative and qualitative goals established by the Compensation Committee for each NEO at the beginning of the year. The adjustment can range from 50% to 150%, but in no event will the bonus payable to any NEO exceed 200% of target bonus.

Below is a high-level summary of the 2021 annual incentive plan design:

Other Plan Mechanics:

Maximum overall payout is capped at 200% of target bonus
Payout range is applicable once 50% threshold level of achievement is met. If performance in both the financial and strategic & operational priorities categories is below the 50% threshold level of achievement, payout will be 0%

 

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Compensation Discussion and Analysis

 

2021 Long-Term Equity Incentives

In 2021, we continued the structural evolution of our long-term equity incentive program, incorporating stockholder feedback we received in 2020, and made the following changes:

Expanded the breadth of our PRSU program to include all NEOs, providing at least 33% of the annual equity awards made to our NEOs in the form of PRSUs
Used different metrics in our PRSU program than those used under our annual cash bonus plan and included a relative metric (i.e. rTSR)
Increased the number and weighting of 3-year metrics to 60% of the award, further modified by a 3-year rTSR modifier

Below is a high-level summary of the structure of our 2021 PRSU program:

The graphic below illustrates the evolution of our PRSU program, including the increased reliance each year on 3-year performance metrics. The key financial targets for fiscal 2021 illustrated below were used to establish performance goals for (i) year 3 of the 2019 PRSUs, (ii) year 2 of the 2020 PRSUs, and (iii) year 1 of the 2021 PRSUs.

 

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Compensation Discussion and Analysis

 

Compensation Philosophy, Objectives, & Governance

Philosophy. We operate in rapidly evolving and highly competitive markets worldwide. To succeed in these environments and execute our long-term strategic goals of building our platform and achieving profitability, we believe we must increase the scale of our global network, continue to develop and update our technology, use our product expertise and operational excellence, partner with our employees, platform users, and the cities and communities we serve, and encourage our executives to model and reinforce our cultural norms. In order to promote long-term stockholder value creation and link the compensation of our executive officers to these long-term strategic goals and key drivers of our business, the primary focus of our compensation philosophy and program is on the long-term elements of target total compensation.

Objectives and Governance. Our executive compensation program is designed to achieve the following objectives:

 

 

Attract and retain a highly talented, diverse team of executives who possess and demonstrate strong leadership, exceptional followership, and world-class management capabilities.

 

 

 

Align our executive officer's incentives with Company performance on measures that drive the creation of long-term stockholder value, thereby further aligning the interests of our executives with those of our stockholders.

 

 

 

Reward our executive officers and motivate them to achieve the Company's short- and long-term financial and strategic goals.

 

 

Promote doing the right thing, working tirelessly to earn the trust of our consumers and users, acting like owners, valuing ideas over hierarchy, making big bold bets, and celebrating our differences and drive to harness the power of global technology in achieving Company success.

The total compensation package for our executive officers consists primarily of a combination of base salary, annual cash bonuses, and long-term equity incentives. We use base salaries to compensate executive officers for their day-to-day responsibilities at levels that we feel are necessary to attract and retain the highest level of executive talent. However, we believe that placing a strong emphasis on equity compensation and bonuses linked primarily to achieving company and, as appropriate, individual performance goals aligns with our entrepreneurial spirit and incentivizes our executive officers to maximize stockholder value by pursuing strategic opportunities that advance our mission, while embracing our cultural norms.

Our Compensation Committee regularly evaluates our executive compensation philosophy, program, and practices as we continue to look for ways to further evolve our compensation program in order to attract, motivate, and retain key employees and executives critical to the ongoing success of our business and the creation of long-term stockholder value, to align pay with performance, and to generate long-term stockholder value. The Committee also focuses tirelessly on responding to evolving pay practices of other leading U.S. publicly-traded companies and pay governance trends, and considering the views of our stockholders and the recommendations of our compensation consultants. Because the market in which we compete is constantly changing and being disrupted, which requires continuous innovation and agility to remain competitive, we believe it is important that the compensation structure we establish provides us an adequate level of flexibility to enable us to incentivize management to adjust priorities and make the strategic decisions that are often necessary for us to succeed in the dynamic market in which we operate.

 

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Compensation Discussion and Analysis

 

We have established a number of policies and practices, listed below, to support our compensation philosophy, improve our compensation governance, and drive performance that aligns executives’ and stockholders’ interests.

(Image) WHAT WE DO

 

·     Solicit stockholder feedback on our compensation program and potential enhancements through a robust stockholder engagement program

·      Design our executive compensation program such that a significant portion of our compensation is at risk based on the achievement of measures we believe drive the creation of long-term stockholder value

·     Maintain stock ownership guidelines for our executive officers and directors, including a rigorous 10x base salary requirement for our CEO, and stock retention guidelines

·     Ensure executive accountability through a robust Clawback Policy applicable to certain cash and equity compensation awarded to our executive officers

·     Retain an independent compensation consultant

·     Review our peer group on an annual basis

·     Include performance metrics tied to our cultural norms, including D&I and Safety measures, which support a strong culture and address the interests of a wide array of stakeholders

(Image) WHAT WE DON’T DO

 

·     Allow hedging of Uber stock by directors or employees

·     Allow pledging of Uber stock by directors or employees for margin loans or similar speculative transactions

·     Sponsor special benefit or retirement plans that are exclusive to the executive team

·     Single-trigger acceleration following a change in control

·     Excessive perquisites

·     Encourage unnecessary and excessive risk taking

   

Compensation-Setting Process. Our Compensation Committee reviews Uber’s human capital strategies, initiatives, and programs with respect to culture, recruitment, retention, and engagement, and oversees and administers our executive compensation program, including determining the overall design of the program, determining the form and amount of compensation to be paid or awarded to each executive officer, reviewing the individual and corporate goals and objectives applicable to the compensation of our executive officers, and reviewing, at least annually, our peer group to determine the competitiveness of executive officer and non-employee director compensation programs.

In setting the form and amount of compensation to be paid to each executive officer, including our CEO, the Compensation Committee reviews the total target compensation for our executive officers and considers developments in compensation practices, governance trends, and the views of our stockholders and the recommendations of our compensation consultants. Our Compensation Committee is provided with competitive data for similarly situated executive officers at companies in our peer group described below, as well as summary information about our executive officers’ total compensation and pay history to use in setting individual compensation elements and in evaluating total compensation levels. Our CEO provides input to the Compensation Committee with respect to the compensation of the NEOs other than himself, and reviews the individual performance of each officer other than himself with the committee. While our CEO discusses his recommendations for the other NEOs with the Compensation Committee, he does not participate in the deliberations or determination of his own compensation. The Compensation Committee takes our CEO’s input into consideration when determining and approving executive officer compensation (other than the CEO’s compensation) and evaluating individual performance. Our Compensation Committee also oversees our equity-based compensation plans and grants.

Role of Compensation Consultants. In carrying out its responsibilities, our Compensation Committee retains and seeks the advice of compensation consultants that are independent of management. In 2020, the Compensation Committee engaged the services of Semler Brossy Consulting Group, an independent national compensation consulting firm, to advise the Committee regarding the Company’s executive compensation program, how the program compares to peer company compensation practices, and other executive compensation-related matters. In addition, the Compensation Committee engaged Jim Williams, an independent compensation advisor, to generally advise the Committee regarding the Company’s executive compensation practices and overall program design.

Role of Compensation Peer Group. To assist the Compensation Committee in its review of executive compensation, our compensation consultants conducted an assessment for our Compensation Committee and recommended no changes to our existing peer group for purposes of evaluating executive officer compensation in 2020. The peer group includes other U.S.-based publicly traded and privately held companies in related industries and prioritized companies that share similar business dynamics with us.

 

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Compensation Discussion and Analysis

 

The following companies represent the peer group we used in assessing compensation competitiveness for 2020:

2020 Peer Group
Adobe Expedia PayPal
Airbnb Facebook salesforce.com
Alphabet LinkedIn Snap
Amazon.com Lyft Square
Apple Microsoft Tesla
Booking Holdings Netflix Twitter
eBay Oracle Workday

 

This peer group represents a portfolio of companies, some of which are much smaller than Uber and some much larger, but generally represents companies with similar business dynamics and regulatory challenges, and those with which we aggressively compete for talent. While Uber’s revenue and market capitalization are positioned at approximately the median of this portfolio of companies, a primary factor considered was our actual experience in the talent market for executive officers. Recognizing their scale relative to us, our five largest peers are consistent, direct competitors for talent and, as such, the Compensation Committee agreed that it was important to include them in the peer group, but balanced out with smaller talent competitors. Further, the Compensation Committee also references, as a touchstone and without specifically benchmarking to any given level, compensation data of other broader technology and consumer companies to better understand our competitive positioning.

While the Compensation Committee considers peer data to be a helpful reference to assess the competitiveness and appropriateness of our executive compensation program, the Committee applies its own business judgment and experience to determine individual compensation and does not set or target the compensation of our executives at specific levels or within specified percentile ranges relative to peer company pay levels. Our Compensation Committee will continue to work with our Chief Executive Officer and our compensation consultants to position pay based on a variety of factors, including market data for executive compensation drawn from our peer group.

In late 2020, as part of our normal peer group review schedule and in response to investor feedback, the Compensation Committee analyzed our peer group based on the current state of the Company (including revenue, market capitalization, and total shareholder return), the talent market, and the broader competitive market, and elected to make the following changes to the peer group for the purpose of assessing the competitiveness and appropriateness of our 2021 compensation program:

Removed Apple, Microsoft, LinkedIn, Workday, and Snap based on size and technology focus
Added Visa, Vmware, Intuit, Spotify, and DoorDash as technology and consumer facing companies that are appropriately sized and are business and talent competitors

These changes were made to reduce the weighting on significantly larger peers and to ensure the peer companies are, on balance, appropriately sized and important talent and business competitors.

 

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Compensation Discussion and Analysis

 

2020 Executive Compensation Program Key Components

Our 2020 compensation program consists primarily of base salaries, annual cash incentives, and long-term equity compensation in the form of RSUs and PRSUs. We also provide certain other benefits, as described under the heading “Other Benefits”. In order to promote long-term stockholder value creation and link compensation to the key drivers of our business, our primary focus is on the long-term elements of target total direct compensation. Under our executive compensation program, 94%1 of Mr. Khosrowshahi’s 2020 target total direct compensation was variable and at risk, and on average, 89% was variable and at risk for our other NEOs.

                                       

1.Reflects Mr. Khosrowshahi’s target annual base salary for 2020. If Mr. Khosrowshahi’s salary waiver that became effective on May 1, 2020 is taken into consideration, the percentage of his at-risk compensation would have been 98%.

A summary of our key pay elements and the rationale for each element is set forth in the following table:

Compensation Type Objectives & Determination Factors
Base Salary

•   Based upon each executive’s skills, experience, and performance, value in the marketplace and criticality of the role, as well as internal pay equity

•   Provides fixed source of compensation for day-to-day responsibilities

Annual Cash Bonus

•   Drives achievement of key corporate performance goals

•   Target awards based on competitive marketplace, internal pay equity, and level of experience

•   Actual awards based on individual and company performance

Long-Term Equity Incentives

•  RSUs

•  PRSUs

•   PRSUs are designed to encourage our executives to achieve strong goals in key performance metrics selected to drive long-term performance and stockholder value creation

•   RSUs and PRSUs encourage executive retention, and reinforce the need for long-term sustained financial performance

•   RSUs and PRSUs encourage equity ownership, and align the interests of executives and stockholders

•   Equity award size is based on the competitive marketplace, criticality of the role to key performance objectives, internal pay equity, and performance of the executive

 

Base Salary

We provide base salary as a fixed source of compensation for our executive officers for their day-to-day responsibilities, allowing them a degree of certainty in the face of having a substantial percentage of their compensation at risk in the form of equity awards and bonuses contingent on the achievement of specific performance objectives. Our Compensation Committee recognizes the importance of base salaries as an element of compensation that, in certain circumstances, can help attract and retain the highest level of talented and experienced executive officers.

 

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Compensation Discussion and Analysis

 

Based upon a number of factors, including each executive’s skills, experience, performance, value in the marketplace and criticality of the role, internal pay equity, negotiated level of base salary and target bonus at the time the executive joined Uber, and competitive market data, in connection with our annual performance reviews in March of 2020, we determined it was appropriate to increase Ms. Krishnamurthy’s and Mr. Pham’s base salaries and target bonuses, each by 10% and 20%, respectively, while retaining 2019 base salary and target bonus levels for the remaining NEOs. Effective August 1, 2020, in response to concerns raised by our stockholders during our stockholder outreach efforts regarding internal pay equity and the balance between fixed and at-risk compensation in our compensation program, we amended the terms of our employment arrangement with Ms. Hazelbaker to decrease the level of her base salary from $1,500,000 to $800,000, and increase her target bonus from $500,000 to $800,000.

In connection with the COVID-19 pandemic and the related reduction of Uber’s workforce by approximately 25%, we supported Mr. Khosrowshahi in his decision to waive his base salary for the remainder of 2020, effective as of May 1, 2020.

The table below reflects the base salary at the rate in effect for each NEO as of the end of 2020.

Name  2020 Base Salary  2019 Base Salary  % Change from 2019
Dara Khosrowshahi  $1,000,000(1)  $1,000,000    0%
Nelson Chai  $800,000   $800,000    0%
Jill Hazelbaker(2)  $800,000   $1,500,000    (47)%
Tony West  $800,000    (3)   N/A 
Nikki Krishnamurthy  $550,000   $500,000    10%
Thuan Pham  $600,000   $500,000    20%
(1)Mr. Khosrowshahi waived his base salary (less the portion needed to fund his health and welfare benefit program elections) for the period beginning May 1, 2020 and ending on December 31, 2020. As a result, Mr. Khosrowshahi’s base salary paid for the 2020 year was $336,598.
(2)The rate of base salary in effect for Ms. Hazelbaker was $1,500,000 from January 1 through July 31, and $800,000 from August 1 through December 31; as a result, the amount of base salary paid to Ms. Hazelbaker for 2020 was $1,208,333.
(3)Mr. West was not an NEO in 2019.

Annual Cash Bonus

Our executive annual cash bonus plan creates a direct relationship between individual bonus amounts and key business performance metrics that align with the interests of our stakeholders. Each year, the Compensation Committee establishes a target bonus amount for each NEO. The actual bonuses earned by each NEO are conditioned upon the achievement of certain company-wide performance goals established by the Compensation Committee, which may differ for each executive officer, and may also be conditioned upon the achievement of individual performance goals. Following the close of the fiscal year, the Compensation Committee conducts a comprehensive review of the level of attainment of the performance goals and each NEO’s individual performance, and determines the amount of bonus earned by each NEO.

The table below details the target annual cash bonus opportunity for each NEO for 2020:

Name  2020 Target Bonus  2019 Target Bonus  % Change from 2019
Dara Khosrowshahi  $2,000,000   $2,000,000    0%
Nelson Chai  $800,000   $800,000    0%
Jill Hazelbaker(1)  $800,000   $450,000    78%
Tony West  $800,000    (2)   N/A 
Nikki Krishnamurthy  $550,000   $500,000    10%
Thuan Pham  $450,000   $375,000    20%
(1)In response to feedback raised by our stockholders during our stockholder outreach efforts regarding internal pay equity and the balance between fixed and at-risk compensation in our compensation program, Ms. Hazelbaker’s target bonus was increased from $500,000 to $800,000 effective August 1 when she entered into her revised employment agreement and agreed to reduce her base salary from $1,500,000 to $800,000.
(2)Mr. West was not an NEO in 2019

 

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Compensation Discussion and Analysis

 

2020 Annual Cash Bonus Plan Goals

In 2020, we continued the evolution of our annual cash bonus plan for our first full year as a public company by adding weighting to our goals, adding a maximum bonus cap of 200% of target, and adding more structure to the metrics and goals. For 2020, the bonus payable to each NEO was based on our performance during the fiscal year compared to performance targets established at the beginning of 2020 within three equally weighted categories: (i) key financial targets, (ii) strategic and operational priorities, and (iii) Company key performance indicators. The Compensation Committee believed that the chosen measures and weighting were appropriate to balance and incentivize achievement of our profitability and financial goals that are used by investors to evaluate our financial performance while also tying executive pay to key strategic milestones that we believe are critical to our long-term strategy and creating sustained stockholder value in the future. The Compensation Committee did not establish individual performance goals for our NEO’s, although it retained discretion to adjust the bonus payable to each NEO based on individual performance.

The table below summarizes each component of our 2020 annual cash bonus plan and the level of achievement assigned to each component by the Compensation Committee.

2020 Key
Financial
Targets
1/3rd
Metric Weighting Goal 2020 Results % Achieved Result   Weighted
Payout
Gross Bookings 25% $81.4 $57.9 71.1% Not Met   0%
Revenue* 25% $17.5 $11.1 63.7% Not Met  
Adj. EBITDA 50% ($1.2) ($2.5) 48.5% Not Met  

 

Strategic &
Operations
Priorities
1/3rd
Metric Result   Weighted
Payout
•   Hit EBITDA breakeven by Q4 2020 Not Met   45%
•   Maintain or gain category position (“CP”) for Delivery and Mobility globally Met  
•   Constructive M&A (both on the Buy and Sell side) Significantly Exceeded  
•   More Delivery markets with CP at #1 or #2 at end of year Exceeded  
•   Raise third-party funding for non-core (e.g., ATG and Freight) Significantly Exceeded  
•   Implement financial controls enhancements Met  

 

Company
OKRs

1/3rd
Metric Explanation Result   Weighted
Payout
•   Platform Foundations Measures growth in active platform users and scaling new verticals Partially Met   33%
•   Stand for Safety Measures improvements in motor fatality, assault and sexual assault incident rates, food safety, and perceptions of safety among Drivers and riders Met  
•   Hardcore Efficiency Measures operational costs as a percentage of Gross Bookings and general and administrative costs as a percentage of Gross Bookings Exceeded  
•   Invest in Driver’s Success Driver satisfaction and retention, in relation to our efforts to improve overall Driver well-being and the experience of independent work Exceeded  
•   Product Obsession Measures speed, efficiency, and technical performance of the Uber app Met  
•   Mission & Culture Measures performance against employee diversity, inclusion, and cultural goals Partially Met  
      2020 Bonus Payout % 78%
*This metric was initially set as Adjusted Net Revenue, a non-GAAP financial measure. In the fourth quarter of 2020, we changed our accounting policy related to the presentation of excess Driver incentives and no longer present Adjusted Net Revenue. For additional information on this change, please see our Form 8-K filed with the SEC on January 14, 2021.

 

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Compensation Discussion and Analysis

 

Key Financial Targets (⅓ Weighting)

We set our sights high when we rolled out the key financial targets for our cash bonus plan for 2020. This was the year we expected to sprint toward profitability, and the Compensation Committee set aggressive Gross Bookings, revenue, and Adjusted EBITDA goals to incentivize management to work to achieve that goal. We established an 85% threshold level of performance for each target in this category. As we ended our first quarter, before we started to feel the effects of COVID-19, our performance was trending positive against these aggressive goals.

The pandemic forced us to refocus our priorities to meet the new financial challenges we faced, to aggressively cut costs and divest some of our bets, and to capitalize on new opportunities that arose in our Delivery business on our path toward profitability. Mobility Gross Bookings, our expected profit driver, hit a low of -80% YoY in April as communities went into lockdown, while our Delivery business Gross Bookings doubled in size as communities complied with local stay at home orders. In response to the challenges arising from COVID-19, in July 2020 we revised our internal Gross Bookings, revenue, and Adjusted EBITDA goals. While we missed the pre-pandemic targets established by our Compensation Committee, we exceeded our adjusted targets as a result of the strength of our Delivery business and key strategic decisions and decisive action taken by our executive officers. These decisive actions included eliminating more than $1 billion in fixed costs and strengthening our balance sheet. Despite this progress, the Compensation Committee chose not to adjust the previously established goals for our cash bonus plan, and none of the executive officers received the portion of their cash bonus that was conditioned on the achievement of the unmet financial targets.

Strategic & Operational Priorities (⅓ Weighting)

For 2020, the Compensation Committee established six key strategic and operational priorities identified and described in the table above, that we believe furthered our long-term strategy. While the key financial targets established by our Compensation Committee were formulaic in nature, the strategic and operational priorities were a mix of quantitative and qualitative goals. No specific weighting was assigned to any of these priorities within each weighted category, and in evaluating performance, the Compensation Committee had flexibility to give greater or less weighting to specific factors within each weighted category. Uber has always been a company that embraces change and flexibility in order to respond to evolving market conditions and opportunities, as well as a company that values and encourages problem-solving and speed. We believe that the balance of quantitative and qualitative goals and Compensation Committee flexibility to assign weights within defined categories contained in the 2020 program established a comprehensive and robust system for the measurement of our NEOs’ performance, while enabling the Company to embrace the pace of change and the importance of innovation and agility in the market in which we operate. We further believe that this structure provided the Compensation Committee with the flexibility it needed to appropriately incentivize our executive officers to make key strategic decisions that were in our best interest, and in the best interest of our stockholders.

Performance against each of the strategic and operational priorities was assessed at the end of the year. In determining the actual bonuses earned, the Compensation Committee assessed our performance relative to the established goal, and also our financial plan, long-term strategic plan, and external expectations. In assessing the level of achievement of the established goals, the Compensation Committee focused in particular upon the following achievements:

Strategic and Operational Priorities:

ûEBITDA Breakeven. Although our $2.5 billion Adjusted EBITDA loss for 2020 outperformed the internal target set in response to COVID-19 and communicated to our Board in July, our performance did not meet the target established for the plan at the beginning of 2020.
üCategory Position (“CP”). For the Delivery business, internationally, we gained CP in a number of large markets including the UK, Japan, Canada, and Spain, and a majority of our international Gross Bookings was derived from #1 CP markets and we are #1 in every major region of our Mobility business.
üConstructive M&A. Closed or announced 17 acquisition/divestiture transactions. Acquisitions supported Uber’s core markets and business (e.g. Careem, Autocab, Cornershop, and Postmates) and divestitures removed burn from non-core assets and geographies (e.g., Jump, Freight EU, Uber Elevate, Uber’s Advanced Technologies Group, India Eats).
ü#1 or #2 Delivery Markets. Increased the number of Delivery markets with CP at #1 or #2 at the end of the year.
üThird Party Funding. Completed strategic partnership with Aurora Innovation, in which we sold our Advanced Technologies Group business and made a $400 million investment in exchange for a ~26% ownership stake in the combined company. Obtained investment of $500 million in Uber Freight by Greenbriar Equity Group at a $3.3 billion post-money valuation. Extended the maturity date of our $500 million 2023 unsecured notes to 2028 and reduced our cost of financing. Completed $1.0 billion offering of 2025 unsecured notes and inaugural $1.15 billion convertible notes offering at 0% coupon with an $80.84 per share conversion price.
üFinancial Controls. Implemented financial controls enhancements.
 

The Compensation Committee determined that no bonus was payable on the basis of the unmet EBITDA breakeven goal and, based on the level of achievement of each of the remaining goals, which the committee weighted equally, and the overachievement of several goals, overall the strategic and operational priority objectives had been achieved at 135% of target and that it was appropriate to award each NEO a payout of 45% (⅓ ✕ 135% = 45%) of the NEO’s target bonus conditioned on the achievement of the strategic and operational priorities.

 

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Compensation Discussion and Analysis

 

Company Objectives and Key Results (“OKRs”) (⅓ Weighting)

For 2020, the Compensation Committee established six key OKRs identified and described in the table above that we believe furthered our long-term strategy and that are used by investors to evaluate our financial, environmental, and societal performance. The key performance indicators were a mix of quantitative and qualitative goals. No specific weighting was assigned to any of these priorities within each weighted category, and in evaluating performance, the Compensation Committee had flexibility to give greater or less weighting to specific factors within each weighted category. Performance against each of the key performance indicators was assessed at the end of the year. In determining the actual bonuses earned, the Compensation Committee assessed our performance relative to the established goal, and also our financial plan, long-term strategic plan, and external expectations. In assessing the level of achievement of the established goals, the Compensation Committee focused in particular upon the following achievements:

Company OKRs:

û/üPlatform Foundations. While COVID-19 slowed our Mobility business and we missed the business and performance metrics we set at the beginning of 2020, we have seen the true benefit of the power of the diversity of the platform we’ve built as Delivery helped offset the top line impact of the pandemic. We were able to engage our user base as we scaled our Uber Pass, Eats Pass, and Postmates Unlimited membership program to 5 million members and expanded our Uber For Business (“U4B”) product to Delivery, growing Delivery on U4B by a multiple of 30 in 2020.
üStand for Safety. We significantly reduced the rate of sexual assault incidents and reduced the rate of global safety incidents per million trips. There was no change in the motor fatality rate globally. We introduced COVID-19 safety protocols and began measuring Driver and rider perceptions of hygienic safety. Rider perceptions of safety remained flat despite the COVID-19 pandemic, while Driver perceptions of safety saw some softness. Perceptions on Uber promoting hygienic behavior increased for both riders and Drivers over the measurement period.
üHardcore Efficiency. We improved total operating costs as a % of Gross Bookings by 1.6% from 2019, driven by execution on reduction in variable costs and post COVID-19 cost cuts that delivered $1 billion in run-rate fixed cost reduction.
üInvest in Driver Success. We developed a financial assistance policy to provide aid to active Drivers diagnosed with COVID-19 or asked to self-isolate by a public health authority. We supported a California state ballot initiative, Proposition 22, approved by voters in November and legislation passed by Parliament in India, protecting the flexibility available to Drivers as independent contractors and providing important additional benefits and protections. We partially met targets related to Driver satisfaction and met our Driver retention target.
üProduct Obsession. We rolled out technology enhancements and products that enabled us to tap into new markets and business lines, deepen the engagement of our existing users, and re-engage those who had stopped using Uber, including a redesigned Uber Eats app rollout globally for iOS in Q3 and Android in Q4. We deployed safety features into our apps, such as mask authentication technology, and enhanced our earnings data platform for our Drivers with additional features to improve earnings transparency and better assist Drivers in earnings planning.
û/üMission & Culture. We refocused our priorities to meet the challenges of COVID-19 and established a taskforce to quickly respond to the needs of consumers, Drivers, and employees. We made progress towards our D&I targets and announced 14 commitments on our journey to become an anti-racist company and published our People and Culture Report. In 2020, women at Uber globally earned $1.00 for every $1.00 (total cash) earned by men performing similar job functions. In that same time period in the U.S., in aggregate, employees from underrepresented racial backgrounds earned $1.00 for every $1.00 (total cash) earned by non-underrepresented peers at the same job level.
 

The Compensation Committee determined that overall the OKRs, which the committee weighted equally, had been achieved at 100% of target, and that it was appropriate to award each NEO a payout of 33% of the NEO’s target bonus on the basis of that performance.

2020 Annual Cash Bonus Payouts

Based on the Compensation Committee’s evaluation of our overall fiscal 2020 performance against the metrics established at the beginning of the 2020 year and as described above, the annual bonus payout for each NEO was as set forth below. Due to the unexpected disruption to our business caused by the COVID-19 pandemic in 2020, the Compensation Committee recognized that each NEO had been called upon to provide strong and unwavering leadership throughout the COVID-19 crisis, making difficult decisions and implementing a variety of measures in response that were designed to limit the negative impact to our business, to create long-term stockholder value, and to protect our employees, Drivers, and the communities that we serve. Although the Committee recognized the exemplary performance of each NEO over the course of a uniquely difficult year, it determined that a unifying message to our management team, that they are united in the success of our Company during an incredibly difficult time, was most appropriate. Therefore the Committee determined that bonuses would be earned based solely on the Committee’s overall assessment of a 78% level of achievement of the Company’s established performance targets, and none of the 2020 bonuses would be adjusted on the basis of individual performance. 

 

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Compensation Discussion and Analysis

 

Name Target
Incentive
Bonus
Payout
Percentage
FY20
Incentive
Payout
Dara Khosrowshahi $2,000,000 78% $1,560,000
Nelson Chai $   800,000 78% $   624,000
Jill Hazelbaker(1) $   625,000 78% $   487,500
Tony West $   800,000 78% $   624,000
Nikki Krishnamurthy $   550,000 78% $   429,000
Thuan Pham(2) $   450,000 0 $              0
(1)Ms. Hazelbaker’s target bonus was $500,000 from January 1 through July 31, and increased to $800,000 effective August 1 when she entered into her revised employment agreement. The reported target incentive reflects the resulting pro-rated target bonus.
(2)Effective May 16, 2020, Mr. Pham terminated his employment with Uber and was not eligible for the 2020 annual cash bonus.

Long-Term Equity Incentives

In 2020 we continued to use equity incentives as a key component of our total compensation package for our NEOs. Consistent with our compensation objectives, we believe this approach allows us to attract and retain the highest level of talented and experienced executive officers, aligns our executive officer incentives with the long-term interests of our company and our stockholders, and focuses our executive officers on achieving our strategic goals and furthering our mission. Early in the year, the Compensation Committee reviews and approves annual equity awards for our NEOs, and awards are granted in March.

In determining the form, size, frequency, and material terms of NEO equity awards, our Compensation Committee customarily considers, among other factors, each executive officer’s role criticality relative to others at our company and the Company’s major strategic initiatives, company and individual performance, the equity awards provided to executive officers in similar roles of our peer companies, any outstanding contractual obligations to award equity to an executive officer, and the determination of our Compensation Committee, Chief Executive Officer, and compensation consultants of the essential need to retain these executive officers.

As discussed in depth under the heading “Say-on-Pay Results and Stockholder Engagement”, we are continuously taking steps to transform our compensation program from the program that was developed when we were a founder-led private company into a program more suitable for a market-leading public company, intended to achieve alignment between our long-term strategic goals and our stockholders’ interests, and grounded in our pay for performance philosophy and our cultural norms. We introduced performance-based equity awards into our compensation program in 2017, when we negotiated Mr. Khosrowshahi’s sign-on equity package. That package included time-based options and performance-based options, RSUs, and PRSUs that were to be awarded to Mr. Khosrowshahi in 2017, 2018, and 2019, and that vested based on a mix of service-based vesting and the achievement of performance milestones. In 2019 and 2020 we expanded the group of executives receiving PRSUs, added metrics measuring D&I and our safety record, and refined some of the technical terms of our PRSU awards.

The following are the outstanding PRSU award cycles as of December 31, 2020, illustrating the step-by-step transformation of our PRSU program. As described below, there are some technical differences between awards granted in the various years, reflecting the evolution of our program, although the 2019 and 2020 awards share “Key Financial Target” metrics set in 2020 and 2021 as described and illustrated under the headings “2020 PRSU Metrics and Weights” and “2021 Long-term Equity Incentives”.

Grant Year Participating NEOs Performance Period Performance Metrics
2018 Mr. Khosrowshahi 2018-2020

•   Revenue Growth (⅓)

•   Safety Improvement (⅓)

•   Completion of IPO (⅓)

•   100% vesting upon achievement of an equity valuation of $120 billion over a 90-day trading period

2019

Mr. Khosrowshahi

Mr. West

Ms. Krishnamurthy

2019-2021

•   Annual Key Financial Targets (25% for each of 2019, 2020, 2021)

o   Gross Bookings

o   Mobility & Delivery Segment Adj. EBITDA*

o   Adjusted EBITDA

•   D&I (25%)

2020

Mr. Khosrowshahi

Mr. West

Ms. Krishnamurthy

2020-2022

•   Annual Key Financial Targets (25% for each of 2020, 2021, 2022)

o   Gross Bookings

o   Mobility & Delivery Segment Adj. EBITDA

o   Adjusted EBITDA

•   D&I (12.5%)

•   Safety Improvement (12.5%)

 

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*This metric was previously named Core Platform Contribution. In the third quarter of 2019, we changed the presentation of our reportable segments and separated our Mobility (formerly called “Rides”) and Delivery (formerly called “Eats”) segments and renamed “Contribution” to “Segment Adjusted EBITDA”. The previously reported Core Platform Contribution equals the sum of the Adjusted EBITDA results of the separate Mobility and Delivery segments.

Information regarding prior years’ stock option grants to Messrs. Khosrowshahi, Chai, and West, and Ms. Krishnamurthy containing performance based vesting conditions is contained in the table “Outstanding Equity Awards as of December 31, 2020”.

RSUs

Time-based RSUs are granted to NEOs to incentivize executives to build value in the Company over time and align equity ownership with our stockholders, while also providing value to our NEOs even during periods of market volatility. Our RSUs typically vest over four years.

PRSUs

Performance-based RSUs are granted to certain NEOs to drive the achievement of key financial, operational, and strategic objectives, which aligns the interests of our executives and stockholders. PRSUs vest based on the achievement of specified targets at the end of the three-year performance period. Recipients can only earn up to the target amount (i.e., 0-100%), although awards granted in 2020 allow for achievement in each performance category in excess of 100%, provided the overall level of achievement does not exceed 100% at the end of the 3-year performance period.

Stock Option Grants

Stock options were granted in prior years to certain executive officers to align their interests with those of our stockholders and as an incentive to join or remain with us. We did not grant any stock options in 2020 as our compensation program has evolved to focus on RSUs and PRSUs. The Compensation Committee gradually made that change for a number of reasons, including reducing the dilutive effect of the incentive equity awards made to management, making our equity compensation practices competitive with our peer group, and providing additional retention incentives. We may choose to grant stock options in future years as compensation trends continue to evolve, and as necessary to attract and retain our executive officers.

2020 Equity Awards

In 2020, our Compensation Committee granted a combination of RSUs and PRSUs to our NEOs. Our PRSU awards to Messrs. Khosrowshahi and West and Ms. Krishnamurthy are subject to the structure described above and vest at the end of a three-year period. Our RSUs granted in 2020 to our NEOs other than Messrs. Khosrowshahi and Chai vest over four years, with the first tranche vesting after one year, and monthly thereafter. RSUs granted in 2020 to Mr. Khosrowshahi vest 25% per year over four years, providing additional retentive value through annual cliff vesting. RSUs granted in 2020 to Mr. Chai vest over two years, with one-third vesting after one year and the remaining two-thirds vesting after two years. Our Compensation Committee determined that this vesting schedule was appropriate to retain Mr. Chai, who is critical to our path to profitability and had not received an equity grant since he was hired in 2018.

In 2020, in addition to annual RSU and PRSU awards, our Compensation Committee determined that one-time grants were appropriate to ensure retention of and provide additional incentives for Mr. West and Ms. Hazelbaker, who the Committee determined were critical to the success of major legal and regulatory strategic initiatives poised to reach, and that did reach, inflection points in 2020. We believe the initiatives that Mr. West and Ms. Hazelbaker contributed so significantly to are critical to our long-term financial success and the creation of stockholder value, including the status of Drivers as independent contractors and regaining our license to operate in London, Uber’s largest European market and one of our top 5 cities worldwide based on Gross Bookings. At the same time, our competitors, many of whose businesses and stock prices were less impacted by the global COVID-19 pandemic, were aggressively trying to attract our executive talent. For these reasons, to ensure the stability of our executive leadership team and their focus on our strategic initiatives during a critical period in our Company’s history, in July 2020 the Compensation Committee awarded one-time retention RSU awards to Mr. West and Ms. Hazelbaker.

The total equity grants awarded to our NEOs in 2020 consisted of the following:

Name Annual RSUs Annual PRSUs(1) One-time
Retention RSUs
Total Equity
Dara Khosrowshahi $ 6,250,000 $6,250,000              — $12,500,000
Nelson Chai $ 9,912,000               —              — $  9,912,000
Jill Hazelbaker $ 4,500,000               — $7,500,000 $12,000,000
Tony West $ 3,333,333 $ 1,666,667 $7,500,000 $12,500,000
Nikki Krishnamurthy $ 3,333,333 $ 1,666,667              — $  5,000,000
(1)The PRSUs vest in full following the end of the three-year performance period, with the number of shares earned determined based on performance against established goals, certain of which are set for each year in the three-year period.

 

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The dollar amounts listed in the table above for fiscal year 2020 PRSUs will not match the amounts in the Stock Awards column of the Summary Compensation Table or the Grants of Plan-Based Awards table for Messrs. Khosrowshahi and West and Ms. Krishnamurthy. Because the accounting grant date of a PRSU occurs when the performance targets are approved and the terms of the grant become certain, and the key financial targets under our PRSUs are established annually, stock awards listed in the Summary Compensation Table and Grants of Plan Based Awards Table include portions of current and prior year performance-based equity awards, as described in more detail in note two to the Summary Compensation Table. In addition, the dollar amounts listed in the table above for 2020 RSUs will not match the amounts in the Stock Awards column of the Summary Compensation Table or the Grants of Plan-Based Awards Table because the number of shares subject to an award is determined based on the thirty day average stock price for the month immediately preceding the month of grant, whereas the grant date fair value reported in those tables is based on the stock price on the grant date.

2020 PRSU Metrics and Weights

The Compensation Committee approved the design illustrated below for our 2020 PRSUs and the key financial targets for our 2019 PRSUs. The key financial targets for fiscal year 2020 illustrated below were used to establish performance goals for (i) year 2 of the 2019 PRSUs, and (ii) year 1 of the 2020 PRSUs.

75% of our 2019 and 2020 PRSU awards are based on key financial targets designed to incentivize our NEOs to achieve results on key metrics used by management in its financial and operational decision-making and by our institutional investors and the analyst community in evaluating the health of our business, and our potential to achieve profitability and long-term financial success. These financial targets are established at the beginning of each year in the 3-year performance cycle of the award based on Board-approved financial plans and up-to-date market conditions. We believe this design is appropriate given the difficulty in forecasting multi-year financial performance in light of our recent transition to being a publicly traded company operating in an extremely dynamic set of competitive markets, and it allows the company to maintain flexibility in the evolving industry in which we operate.

In addition to key financial targets, we established D&I and safety goals for our 2020 PRSUs because we believe these goals are key to our strategic initiatives and growth.

D&I. Diversity is one of our greatest priorities, from our corporate officers to Drivers who use our platform across the globe. The D&I key performance indicators we established consisted of growing the percentage of women at Uber’s manager level and above to 35% and growing the percentage of U.S. underrepresented minority employees at the senior analyst level and above to 14%, as further detailed in our 2020 People and Culture Report.
Safety Improvement. We strive to be the safest and most trusted choice for the movement of people and things. Our goal is to continually raise the bar on safety, and we have made significant investments in safety technology and transparency related to safety incident rates. As a result, we determined that the achievement of certain safety goals, including reductions in U.S. motor vehicle fatalities and critical sexual assaults, was an appropriate addition to the 2020 PRSUs. These metrics are further defined in our US Safety Report.

 

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PRSU 2020 Key Financial Target Results

For the 2019 and 2020 PRSUs held by Messrs. Khosrowshahi and West and Ms. Krishnamurthy, we set aggressive 2020 key financial targets. Although we exceeded internal adjusted targets established in July by the management team together with the Board, the Compensation Committee chose not to adjust the originally established 2020 goals for our 2019 and 2020 PRSU awards. Based on the level of achievement identified below, none of the fiscal 2020 portion of the FY19-FY21 award becomes eligible to vest following the three-year performance period and that portion (25% of the FY19-FY21 award) is forfeited. For the FY20-FY22 awards, reflecting a change to the design of our PRSUs, no shares are forfeited until the completion of the 3-year performance cycle, at which time not more than 100% of the shares will vest.

2020 Key Financial Targets Weighting Goal 2020 Results % Achieved
Gross Bookings 8.33% $81.4B $57.9B 0%
Mobility & Delivery Segment Adj. EBITDA 8.33% $2.8B $296M 0%
Adjusted EBITDA 8.33% ($1.2B) ($2.5B) 0%
         
FY19-FY21 Award % of PRSUs
Aligned to 2020 Key
Financial Targets
# of PRSUs Aligned
to 2020 Key
Financial Targets
# of PRSUs
Eligible to Vest
in 2021
# of PRSUs
Forfeited
Dara Khosrowshahi 25% 36,747 0 36,747
Tony West 25% 7,349 0 7,349
Nikki Krishnamurthy 25% 8,819 0 8,819

 

Payout of Mr. Khosrowshahi’s 2018 PRSUs

Final payout of the 2018 PRSUs awarded to Mr. Khosrowshahi, which vest on March 21, 2021, is set forth below. Results disclosed below reflect significant improvement in our safety record over the baseline year of 2017. As we ended the first quarter of 2020, our performance was trending positive against the revenue growth goal. However, the impact of the decline in Mobility revenue that resulted from the COVID-19 pandemic made achievement of this goal virtually impossible. Nevertheless, the Compensation Committee chose not to adjust the previously established revenue goal. In addition, 100% of the 2018 PRSUs were to vest on an accelerated basis upon our achievement over a 90 consecutive day trading period of a fully-diluted equity value of $120 billion, based on the average closing price of our common stock during such period; however, that equity valuation metric was also not met.

2018-2020 Performance
Measure
Weighting Goal Results % Achieved # of PRSUs
Eligible to
Vest
# of PRSUs
Forfeited
Total Overall
Payout
Revenue Growth(1) 33.33% 30% 15.6% 0% 0 61,912 66.67%
Safety Improvement(2) 33.33% 15% 35% 100% 61,912 0
Complete IPO Prior to 12/31/20 33.33% IPO Achieved 100% 61,911 0
(1)“Revenue Growth” means the Company’s compound annual growth rate through December 31, 2020, over the baseline year of 2017.
(2)“Safety Improvement” means weighted reduction in the Company’s safety incident rates over the baseline year of 2017, as measured by reductions in U.S. motor vehicle fatalities and critical interpersonal conflict rates (which includes critical sexual assaults and critical physical assaults). 50% of the shares subject to the safety improvement goal were to vest upon the achievement of at least a 10% weighted safety improvement rate, and none of the shares were to have vested at a weighted safety improvement rate of less than 10%. These metrics are further defined in our US Safety Report.

 

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Other Benefits

 

Employment Agreements and Post-Employment Compensation. We understand that it is possible that we may be involved in a transaction or business change or reorganization, including a change in control, that could result in the departure of some of our executive officers. To encourage our executive officers to continue normal business operations, remain dedicated to innovating and exploring potential business combinations that may not be in their personal best interests, and maintain a balanced perspective in making overall business decisions during potentially uncertain periods, we adopted our Executive Severance Plan, as described and quantified under the heading “Potential Payments Upon Termination or Change in Control”. We believe our Executive Severance Plan supports our executive officers in making “big bold bets” on transactions that maximize stockholder value, even though they may result in the termination of an executive officer’s employment. We believe the size and terms of these benefits appropriately balance the costs and benefits to our stockholders. We also believe these benefits are consistent with the benefits offered by companies with whom we compete for talent, and accordingly allow us to recruit and retain the highest level of talented and experienced executive officers.

The employment agreements we have entered into with each NEO also serve as participation agreements for our Executive Severance Plan. Each employment agreement generally has no specific term and provides for at-will employment. The employment agreements also set forth each NEO’s initial base salary, eligibility for an annual cash incentive opportunity, certain employee benefits, the terms of certain equity grants, and certain grandfathered severance commitments, as described and quantified under the heading “Potential Payments Upon Termination or Change in Control”.

Security. Because of the high visibility of our company, our Board of Directors has authorized a security program for the protection of our most senior executives based on ongoing assessments of risk, and actual and credible threats made against our executive officers. We require these security measures for our benefit because of the importance of these executives to Uber, and we believe the costs of our security program are necessary and appropriate business expenses since they arise from the nature of the executives’ employment at Uber. Our Board regularly evaluates and approves the cost and components of our security program, based on comparative data regarding the cost and scope of security programs established by companies in the San Francisco Bay Area both within and outside of our peer group and professional assessments of safety threats made against our executive officers. Since the implementation of our overall security program, each of these assessments has identified actual and credible threats to Mr. Khosrowshahi’s safety as a result of the high-profile nature of being our CEO.

Our security program consists of business-related and personal security services, including certified protection officers, and secure meeting spaces and lodging for our executive officers, and the charter aircraft travel described below, as our security team deems necessary and appropriate. In addition, we provide residential

 

security and commuting and other personal transportation services to Mr. Khosrowshahi as our CEO. In 2020 we provided residential security staff, technology equipment, and services to Mr. Khosrowshahi at his home that were intended to duplicate, as best as possible, those services that would have been provided to him at our corporate headquarters, in order to make his home secure and functional as his primary workplace, to comply with local stay at home orders in effect as a result of the COVID-19 pandemic, and based on our assessment of the credibility of threats that were made against Mr. Khosrowshahi.

In connection with our efforts to achieve profitability and in response to stockholder feedback regarding expenditures on executive perquisites, in 2020 we restructured our security program and reduced and streamlined our security department staffing, which we expect to result in approximately $1.1 million in annual cost savings.

Although we view the security services provided to certain of our NEOs as necessary and appropriate business expenses, and none of the security related services we provide constitute taxable income for our NEOs, we reported the aggregate incremental cost of certain of these services in the “All Other Compensation” column of the Summary Compensation Table.

Air Travel. In order to provide a more secure air traveling environment, we entered into a charter aircraft subscription arrangement for business purposes, for certain executive travel. In connection with our efforts to achieve profitability and reduce our fixed costs, in January 2020 we conducted an RFP and entered into a new corporate aircraft subscription arrangement to reduce monthly costs and better reflect our expected business usage of charter aircraft services. In addition, we updated our air transportation program to provide that our NEOs may utilize the charter aircraft subscription arrangement for business purposes and limited personal travel, subject to availability, provided that for personal travel they directly pay or reimburse us for the aggregate incremental cost of the flight. In response to the slowdown in air travel that occurred in response to the pandemic, in July 2020 we renegotiated this new arrangement in order to move from an allotted hours subscription model to an on-demand use arrangement that also enabled us to further reduce costs and use previously purchased banked hours through a negotiated expiration date.

Because the corporate aircraft subscription was entered into and intended to be used primarily for business travel, the incremental cost charged to our executive officers for personal use includes, when applicable, the following costs: fuel, landing/parking fees, crew fees and expenses, custom fees, flight services/charts, variable maintenance costs, inspections, catering, aircraft supplies, telephone and wi-fi usage, trip-related hangar rent and parking costs, plane repositioning costs, pet fees and other miscellaneous expenses. We do not seek reimbursement of costs such as management fees, lease or subscription payments, banked hours, crew salaries, maintenance costs not related to trips, training, home hangaring, general taxes and insurance, and services support, as these costs are incurred for business purposes. Guests and family members are

 

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permitted to ride on the charter aircraft for personal travel or when the aircraft is already going to a specific destination for a business purpose, subject to reimbursement for any incremental costs.

Relocation Assistance. We believe that the best ideas can come from anywhere. To enable us to attract the highest level of talented and experienced executive officers, certain of our executive officers are eligible to receive or have received relocation assistance when necessary or appropriate, including travel, commuting, and temporary housing costs and reimbursement of moving costs. We also generally offer a tax gross-up to employees, including our executive officers, for these payments. Relocation expenses incurred in 2020 are reported in the 2020 Summary Compensation Table below.

 

Employee Benefits. We provide health, dental, vision, life, and disability insurance benefits to our executive officers, on the same terms and conditions as provided to all other eligible U.S. employees. Our executive officers may also participate in our broad-based 401(k) plan, which currently does not include a company match or discretionary contribution. We believe these benefits are consistent with the broad-based employee benefits provided at the companies with whom we compete for talent and therefore are important to attracting and retaining the highest level of talented and experienced executive officers.

 

 

Other Compensation Matters

Diversity and Inclusion and Internal Pay Equity

The Compensation Committee recognizes the strategic importance of a workforce that celebrates, supports, and invests in equality, diversity, and inclusion. Accordingly, the Compensation Committee considers company-wide internal pay equity and diversity, among other factors, when making compensation decisions and includes diversity metrics in the annual cash bonus program for and PRSUs awarded to our NEOs. We have made 14 commitments towards eliminating racism from our platform, building equitable products with our technology, and doubling down on equity and belonging both internally and in the communities we serve. Those commitments include:

Pay equity, full stop. Three years ago, we analyzed our salary data and made adjustments to achieve pay equity on the basis of race and gender. We will continue to focus on maintaining this important measure of pay equity going forward. In 2020, women at Uber globally earned $1.00 for every $1.00 (total cash) earned by men performing similar job functions. In that same time period in the U.S., in aggregate, employees from underrepresented racial backgrounds earned $1.00 for every $1.00 (total cash) earned by non-underrepresented peers at the same job level.

Double Black representation in leadership. We plan to double Black representation in leadership by 2025 through pipeline development and hiring. We define leadership as those with Director titles and above, representing the 5 most senior levels at Uber.

Double the talent pipeline. We want to create pathways for Drivers and Uber customer support staff, many of whom are people of color, to advance their careers. We’ll aim to double the pipeline of people who want to pursue corporate or other opportunities with Uber by 2025.

While we have made progress in places like pay equity, increasing diversity among leadership and growing the global population of women in tech, we still have work to do. We will continue to analyze pay equity and diversity among leadership regularly and enhance our programs in order to achieve the goals set forth above.

 

Compensation Risk Assessment

As part of our annual compensation-related risk review, we conducted an analysis to determine whether any risks arising from compensation policies and practices are reasonably likely to have a material adverse effect on the Company in light of our overall business, strategy, and objectives. Management, in concert with the Compensation Committee, reviews and evaluates both cash and equity incentive plans across executive and non-executive employee populations, as well as other compensation-related policies to which our employees are subject.

The process of our assessment is two-pronged and evaluates both (i) material enterprise risks related to our business that may be exacerbated by compensation policies and practices and (ii) the potential risks arising from attributes in our compensation practices, performance criteria, payout curves and leverage, pay mix, and verification of performance results.

After reviewing the results of the analysis, the Compensation Committee and management believe our current compensation policies and practices (i) balance an appropriate risk and reward profile in relation to our overall business strategy and (ii) do not encourage our employees, including our executive officers, to take excessive or inappropriate risks that would have a material adverse effect on the Company.

Stock Ownership Guidelines

In order to align our directors’ and executive officers’ interests with those of our stockholders, we adopted stock ownership guidelines that became effective upon the closing of our IPO. Within three years of becoming subject to the guidelines, our non-employee directors are expected to hold Uber stock valued at ten times their annual cash retainer. Within five years of becoming subject to the guidelines, our executive officers are expected to hold Uber stock valued at a multiple of three times (ten times for our CEO) their annual base salaries as of the applicable measurement date.

 

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In response to stockholder feedback received during our stockholder outreach efforts regarding executive accountability and further alignment of the interests of our executive officers with those of our stockholders, in 2020, we amended the guidelines to add a stock retention requirement during the phase-in period of our existing stock ownership guidelines. The retention guidelines provide that any executive officer who does not satisfy the stock ownership guidelines as of an annual measurement date must thereafter retain 50% of all vested shares acquired by the executive officer pursuant to any equity award (net of shares sold or withheld to pay the applicable exercise price and/or taxes) until such time as the executive officer satisfies the stock ownership guidelines. Satisfaction of this requirement is measured as of any subsequent date on which the executive officer wishes to dispose of the acquired shares.

Prohibition on Hedging and Pledging Shares

Our insider trading policy provides that Company employees and directors may not engage in derivative transactions involving the Company’s securities. Our insider trading policy further prohibits Company employees and directors from hedging or lending Company securities in any transaction, including by entering into any short sales, swaps, options, puts, calls, forward contracts, or any other similar derivatives transaction. Finally, we do not let our directors or employees pledge their securities for margin loans or any other speculative transactions.

Clawback Policy

In response to stockholder feedback received during our stockholder outreach efforts as well as evolving governance best practices, in 2020, we amended the terms of our Clawback Policy to expand its scope and coverage. Under the expanded terms our board of directors may seek to recover equity compensation awarded after March 28, 2019 and cash severance and incentive-based compensation awarded after October 26, 2020 from an executive officer in connection with a material breach by such executive officer of restrictive covenants in agreements between us and the officer, accounting restatements as a result of material non-compliance with any financial reporting requirement, or as a result of the officer’s misconduct that harms the business or reputation of the company. Prior to the amendment, our clawback policy covered our named executive officers, applied only to equity compensation, and was not triggered by general misconduct unrelated to any non-compliance with any financial reporting requirement.

Tax and Accounting Considerations

Deductibility of executive compensation. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) denies a publicly- traded corporation a federal income tax deduction for remuneration in excess of $1 million per year per person paid to executives designated in Section 162(m) of the Code, including, its

 

chief executive officer, chief financial officer, the next three most highly compensated executive officers included in the Summary Compensation Table of our proxy statement, and certain former executive officers. The regulations under Section 162(m) provide us, as a newer publicly traded company, transition relief from the $1 million deduction limitation for compensation paid pursuant to plans or agreements that existed during the period prior to our IPO. That exemption may be relied upon until the earliest to occur of (i) the expiration or material modification of the plan or agreement, (ii) the issuance of all of our stock that has been allocated under the applicable plan, and (iii) our first stockholders meeting at which directors are elected in the year 2023. As a result, all compensation in excess of $1 million paid to each covered executive will not be deductible unless the compensation qualifies for the IPO transition relief. Because of the ambiguities and uncertainties as to the application and interpretation of Section 162(m) of the Code and the regulations issued thereunder, including the scope of the IPO transition relief, no assurance can be given that compensation intended to satisfy the transition relief from the Section 162(m) deduction limit will, in fact, satisfy the exception.

Although our Compensation Committee is mindful of the benefits of tax deductibility when determining executive compensation, the Committee is also mindful that the company has net operating loss carryforwards that will defer the impact of any deductions that the company might lose under Section 162(m) for one or more carryforward years, and believes that we should not be constrained by the requirements of Section 162(m) where those requirements would impair our flexibility in attracting and retaining the highest level of talented and experienced executive officers and in compensating our executive officers in a manner that best promotes our mission and strategic objectives.  

Taxation of “parachute” payments and deferred compensation. Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control that exceeds certain prescribed limits, and that the company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on the individual in the event that an executive officer, director, or other service provider receives “deferred compensation” that does not meet the requirements of Section 409A of the Code. We have not agreed to provide our executive officers, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that he or she might
owe as a result of the application of Section 4999 or Section 409A of the Code.

Accounting treatment. The accounting impact of our executive compensation program is one of many factors that are considered in determining the size and structure of our executive compensation program, so that we can ensure that it is reasonable and in the best interests of our stockholders.

 

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Compensation Committee Interlocks and Insider Participation

None of the directors who are currently or who were members of our Compensation Committee during 2020, are either currently, or have been at any time, one of our officers or employees. None of our executive officers currently serves, or served during 2020, as a member of the board of directors or Compensation Committee of any entity that has one or more executive officers serving as a member of our board of directors or Compensation Committee. See the section titled “Certain Relationships and Related Person Transactions” for information about related party transactions involving members of our Compensation Committee or their affiliates.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on its review and discussions, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s 2020 Annual Report on Form 10-K.

The Compensation Committee
David Trujillo (Chair)
Wan Ling Martello
Ronald Sugar
Robert Eckert

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship between the annual total compensation of our median employee and the annual total compensation of our CEO.

When determining our median compensated employee, we included annual base salary, target bonus, and target equity levels for our global employee population of approximately 19,000 employees, of which 99% are full-time and 1% are interns and other fixed term employees, other than our CEO, as of November 1, 2020 (the “Determination Date”) in 63 countries. As permitted by SEC rules, we excluded approximately 2,720 employees who became Uber employees in fiscal 2020 as a result of the Careem and Postmates acquisitions closing in January and December, 2020, respectively, as their 2020 compensation does not yet reflect Uber’s compensation philosophy. For purposes of this disclosure, we converted employee compensation from local currency to U.S. dollars using the exchange rate on the Determination Date.

For fiscal 2020, the annual total compensation for the median employee of Uber (other than our CEO) was $99,382, and the annual total compensation of our CEO was $12,246,078. Based on this information, for fiscal year 2020, we estimate that the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 123 to 1.

The pay ratio described above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. SEC rules for identifying the median employee permit companies to use a wide range of methodologies, assumptions and exclusions. As a result, it may not necessarily be meaningful to compare pay ratios reported by other companies.

This information is being provided for compliance purposes. Neither the Compensation Committee nor management of the company used the foregoing pay ratio measure in making compensation decisions. Information about the Compensation Committee’s policies related to achieving internal pay equity are discussed under the heading “Diversity and Inclusion and Internal Pay Equity” in our CD&A.

 

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Compensation Tables

Summary Compensation Table

                                           
Name Year Salary
($)
  Bonus
($)(1)
  Stock
Awards
($)(2)
  Option
Awards

($)
  Non-Equity
Incentive Plan
Compensation
($)(1)
  All Other
Compensation
($)
  Total
($)
Dara Khosrowshahi                            
Chief Executive
Officer &
Director
2020 $  336,598 (3) $  0   $  9,500,772   $  0   $ 1,560,000   $  848,707 (4) $ 12,246,078
2019 $  1,000,000   $ 2,000,000   $  37,434,334 (5) $  0   $  0   $ 1,993,899   $  42,428,233
2018 $  1,000,000   $ 2,000,000   $  40,133,692 (5)(6) $  0   $  0   $  2,197,010   $  45,330,702
Nelson Chai                                          
Chief Financial
Officer
2020 $  800,000   $  0   $  9,912,000   $  0   $  624,000   $  303,513 (7) $  11,639,513
2019 $  800,000   $  1,200,000   $  0 (8) $  0   $  0   $  484,796   $  2,484,796
2018 $  250,000   $  429,589   $  17,763,517   $  9,225,000   $  0   $  285,824   $  27,953,930
Jill Hazelbaker                                        
SVP, Marketing
and Public Affairs
2020 $  1,208,333 (9) $  0   $ 10,915,996   $  0   $  487,500 (9) $  0   $  12,611,830
2019 $  1,500,002   $ 1,000,000   $  8,002,285   $  0   $  0   $  0   $  10,502,287
                                         
Tony West                                          
SVP, Chief
Legal Officer
and Corporate
Secretary
2020 $  800,000   $  0   $ 10,871,390   $  0   $  624,000   $  0   $ 12,295,390
   
Nikki Krishnamurthy                                          
SVP & Chief
People Officer
2020 $  541,667   $  0   $  3,968,108   $  0   $  429,000   $  236,673 (10) $  5,175,448
2019 $  500,000   $ 1,000,000   $  2,381,220   $  0   $  0   $  302,062   $  4,183,282
2018 $  125,000   $  252,055   $  5,573,222   $ 3,658,000   $  0   $  74,177   $  9,682,454
Thuan Pham(11)                                          
Former Chief
Technology
Officer
2020 $  208,333   $  0   $  5,283,923   $  0   $  0   $  0   $  5,492,257
2019 $  492,667   $  562,500   $  8,499,961   $  0   $  0   $  0   $  9,554,127
2018 $  416,667   $  825,000   $  7,499,979   $ 3,930,000   $  0   $  0   $  12,671,646
(1)Because our 2020 annual cash bonus plan provides more specificity and less discretion regarding the calculation of the level of achievement of the performance metrics than in prior years, payments made pursuant to the 2020 Plan have been reported in the Non-Equity Incentive Plan Compensation column instead of the Bonus column.
(2)Except as described in Notes 5 and 6, the reported amounts reflect the grant date fair value of RSUs calculated in accordance with FASB ASC Topic 718. Because the grant date for a performance-based award occurs for accounting purposes when performance targets are approved, and our 2019 and 2020 PRSU awards contain performance targets that we approved in 2020, PRSU award values in this column include (i) for 2019, 25% of the total 2019 PRSUs (i.e., representing the 2020 targets approved for Gross Bookings, Mobility & Delivery Segment Adj. EBITDA, and Adjusted EBITDA), and (ii) for 2020, 50% of the total 2020 PRSUs (i.e., 25% representing the 2020 targets approved for Gross Bookings, Mobility & Delivery Segment Adj. EBITDA, and Adjusted EBITDA, and 25% representing the D&I and Safety goals approved for 2020-2022). For more information regarding the assumptions we used to calculate the grant date fair values for RSUs and PRSUs, see the heading “Stock Based Compensation Expense” in Note 11 to our financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020.
(3)Mr. Khosrowshahi waived his base salary (less the portion needed to fund his health and welfare benefit program elections) for the period beginning on May 1, 2020 and ending on December 31, 2020.
(4)Includes a premium for long-term disability insurance, and costs incurred for Mr. Khosrowshahi’s security and personal safety. Security and personal safety costs include $372,186 for the aggregate incremental costs we incurred related to personal transportation services, including vehicles and drivers and certified protection officers, $122,759 in technology and other equipment upgrades provided to Mr. Khosrowshahi at his home, and an executive protection specialist assigned solely to Mr. Khosrowshahi’s home, in order to make his home secure and functional as his primary workplace to comply with local stay at home orders in effect as a result of the Covid-19 pandemic, and $353,604 in aggregate incremental costs of protective intelligence services. In reporting the aggregate incremental cost for personal transportation services and protective intelligence services, we reported costs billed by third parties related to personal transportation services, personal use of certified protection officers, and personal use of protective intelligence services used by Mr. Khosrowshahi. We did not report driver, security or protective intelligence staff salaries, vehicle lease or rental fees, vehicle registration or insurance costs, or other similar costs because we already incur those costs for business purposes.

 

68       2021 Proxy Statement

 
 

Compensation Discussion and Analysis

 

(5)In accordance with FASB ASC Topic 718, and based on the terms of Mr. Khosrowshahi’s employment agreement dated August 30, 2017, the accounting grant date of Mr. Khosrowshahi’s sign-on RSU award was August 30, 2017. In order to reflect the economic value received by Mr. Khosrowshahi when the number of his sign-on RSUs were determined and the RSUs were legally granted (July 31, 2018 and July 22, 2019), the amounts reported for these RSUs in 2018 and 2019 of $27,499,963 and $27,512,554, respectively, were based on the fair value of the RSUs on the legal grant date. Such grants are identified in the “Outstanding Equity Awards as of December 31, 2020” table below.
(6)Mr. Khosrowshahi’s employment agreement dated August 30, 2017 provided for an initial RSU award of which 50% vests annually over four years and 50% vests upon the achievement of certain performance milestones that were approved on May 8, 2018. Pursuant to FASB ASC Topic 718, the accounting grant date of the 50% service vested portion of the award was August 30, 2017, and the accounting grant date of the performance-based portion was May 8, 2018, when the performance targets were approved. In order to reflect the economic value received by Mr. Khosrowshahi when his sign-on RSU award was legally granted (May 8, 2018), the full award value is reported in this table in 2018. The amount reported for this RSU award of $12,633,728 is based on the fair value of the RSUs on the legal grant date. Such grant is identified in the “Outstanding Equity Awards as of December 31, 2020” table below.
(7)Includes reimbursements for temporary housing costs and commuting expenses in the amount of $100,160, plus a related tax gross-up payment of $79,903. Also includes $123,450 in personal security expenses.
(8)Consistent with the terms of Mr. Chai’s employment agreement, he did not receive an equity award in 2019.
(9)Ms. Hazelbaker’s target bonus was increased from $500,000 to $800,000 effective August 1, when she entered into her revised employment agreement and agreed to reduce her base salary from $1,500,000 to $800,000.
(10)Includes reimbursements for relocation expenses, temporary housing costs, and commuting expenses in the amount of $117,417, plus a related tax gross-up payment of $119,256.
(11)Mr. Pham resigned effective May 16, 2020.

 

2021 Proxy Statement       69

 
 

Compensation Discussion and Analysis

 

Grants of Plan-Based Awards Table

The following table shows all plan-based awards granted to our NEOs during 2020. The equity awards granted during 2020 identified in the table below are also reported in “—Outstanding Equity Awards as of December 31, 2020.”