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 |
|
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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)
Payment
of Filing Fee (Check the appropriate box): |
x |
No fee required. |
o |
Fee computed on table below per Exchange Act Rules 14a-6(i) and 0-11. |
|
|
(1) |
Title
of each class of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
(2) |
Aggregate
number of securities to which transaction applies: |
|
|
|
|
|
|
|
|
|
|
(3) |
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(set forth the amount on which
the filing fee is calculated and state how it was determined). |
|
|
|
|
|
|
|
|
|
|
(4) |
Proposed
maximum aggregate value of transaction: |
|
|
|
|
|
|
|
|
|
|
(5) |
Total
fee paid: |
|
|
|
|
|
|
|
|
o |
Fee paid previously with preliminary materials. |
o |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration number, or on the Form or Schedule and the date of its filing. |
|
|
(1) |
Amount
previously paid: |
|
|
|
|
|
|
|
|
|
|
(2) |
Form,
Schedule or Registration Statement No.: |
|
|
|
|
|
|
|
|
|
|
(3) |
Filing
Party: |
|
|
|
|
|
|
|
|
|
|
(4) |
Date
Filed: |
|
|
|
|
|
|
|
|
Notice
of 2020 Annual Meeting of Stockholders
|
|
|
|
|
|
Date
& Time
May
11, 2020
11:00
a.m. Pacific Time |
Location
Virtual
A
live webcast of the Annual
Meeting
will be available at
www.virtualshareholdermeeting.com/uber2020 |
Record
Date
March
16, 2020 |
|
|
|
Items
of business:
Proposal
1: |
Election
of the nine 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: |
Approval,
by non-binding vote, of the frequency (i.e., every one, two, or three years) of the say-on-pay
vote. |
✓
For annual vote |
|
|
|
Proposal
4: |
Ratification
of the appointment of PricewaterhouseCoopers LLP as our independent registered public
accounting firm for 2020.
|
✓
For
|
|
|
|
Stockholders
may participate in the annual meeting by logging in at www.virtualshareholdermeeting.com/uber2020. Please see page 74 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 |
|
|
|
|
|
|
|
Derek
Anthony West |
|
Chief
Legal Officer and Corporate Secretary
San Francisco, CA |
|
March
30, 2020 |
2020 Proxy Statement 1
Important
Information About Uber’s Virtual Annual Meeting
Uber’s 2020 Annual Meeting
will be conducted virtually, via live webcast. If you were a holder of record of Uber common stock at the close of business on
March 16, 2020, you are entitled to participate in the Annual Meeting on May 11, 2020. Below are some frequently asked questions
regarding our Annual Meeting.
Ronald Sugar
Chairperson
of the Board |
Why
did the Board decide to adopt a virtual format for the 2020 Annual Meeting? |
|
“As
a global company operating in over 69 countries with employees and stockholders around the world, we recognize the importance
of providing convenient access to promote attendance and participation in our first Annual Meeting. The Board believes the
virtual format will enhance attendance by providing safe and convenient meeting access to all of our stockholders, regardless
of where they live—especially in light of concerns and restrictions on travel related to the recent global COVID-19
pandemic. This year, even stockholders without an Internet connection or a computer will be able to listen to the meeting
by calling a toll-free telephone number.
|
In
addition, we believe the virtual format will provide a better opportunity for stockholders to communicate with your Board
by submitting questions before and during the meeting the virtual portal. Finally, the virtual meeting format will also eliminate
many of the costs associated with holding a physical meeting, which is a smart choice for Uber and its stockholders. We look
forward to high participation this year while lowering operating costs for the Company.” |
|
|
|
How
can I view and participate in the Annual Meeting? To participate, visit www.virtualshareholdermeeting.com/uber2020
and login with your 16-digit control number included in your proxy materials.
When
can I join the virtual Annual Meeting? You may begin to log into the meeting platform beginning at 10:45 a.m. Pacific
Time on May 11, 2020. The meeting will begin promptly at 11:00 a.m. Pacific Time on May 11, 2020.
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/uber2020. |
|
What
if I lost my 16-digit control number? You will be able to login as a guest. To view
the meeting webcast visit www.virtualshareholdermeeting.com/uber2020 and register
as a guest. If you login 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 800-586-1548 (U.S.) or 303-562-9288 (international) for
assistance.
Where
can I find additional information? For additional information about how to attend the Annual Meeting, please see “Additional
Information” on page 74. |
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 2021 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 2020 Proxy Statement
Letter
from the CEO
Dara
Khosrowshahi
Chief
Executive Officer
|
Dear
Stockholders,
While
this proxy is retrospective and reflects a 2019 full of challenges and accomplishments, today we face our greatest challenge:
the spread of COVID-19, and our collective response to it. We are confident in our ability to weather this crisis and
emerge stronger. Our immediate focus is not just on ourselves, but on how we can play our part in “flattening the
curve” of transmission, and how we can be a vital resource to cities by bringing our network and logistics expertise
to bear.
Our
technology is global, but our presence is hyper-local, so our teams are putting every effort into keeping cities moving
safely, helping healthcare workers and first responders where we can, and powering local commerce and small businesses,
while prioritizing the health and well-being of drivers, delivery people and everyone who uses Uber.
Looking
back, I am proud of what our team accomplished in 2019. We completed a historic initial public offering, raising over
$8 billion in proceeds; our platform grew to over 100 million monthly active platform consumers, generating over $65 billion
in gross bookings; we made critical acquisitions like Careem; and we took big steps forward on safety, including the release
of our industry- first U.S. Safety Report. |
As
we move into our next decade, we are more focused than ever on innovating for our consumers,
continuing to create tremendous economic opportunity for the millions of people earning
on our platform, and relentlessly executing against our strategy to drive sustainable,
and profitable, growth.
I will leave you with something I have constantly said to
the executive leadership team, our managers, and the whole company: at the end of the
day, execution matters most. To execute well, we must lean in to the qualities that have
been core to Uber from day one—tenacity, relentlessness, and grit—while ensuring
that we build diverse teams of exceptionally talented people in the process. This means
creating a culture of “faster, farther, together” driven by ownership, accountability,
and doing the right thing for all of the communities and constituencies we serve.
Today
we must execute not just for our families and our company, but also, most importantly,
for our communities and the cities in which we live and operate.
As
ever, thank you for your continued support as stockholders. It’s an honor to be
on this journey with you. We won’t let you down.
|
|
|
|
2020 Proxy Statement 3
Letter
from the Chairperson of the Board
Ronald
Sugar
Chairperson
of the Board of Directors
|
Dear
Stockholders, On behalf of our entire Board, thank you for your investment and continued support of
Uber. When stockholders have a real voice, and boards have real oversight, everyone benefits. That’s why
best-in-class governance is so important to us at Uber, and why we have worked hard to reshape the governance practices,
composition and independence of our Board and committees as we transitioned last year to become a newly-public company.
Since our IPO we have ensured every share of Uber’s stock comes with equal voting rights, instituted annual
elections of all directors by majority voting, and implemented stock ownership guidelines, along with a clawback policy
and an anti-hedging policy for all executive officers. Recent director rotations have allowed us to further
strengthen the experience base, independence and diversity of our Board, consistent with our large capitalization public
company position. Eight of the nine directors |
proposed
for election are independent, including the Chairperson, and one third are women. Most
recently, we welcomed Mandy Ginsberg and Robert Eckert to the Board, and we look forward
to drawing on their tremendous expertise as seasoned executives and corporate directors
as we profitably grow Uber in the years ahead.
I
would like to take this opportunity to offer my heartfelt thanks to our colleague Garrett Camp, Uber’s co-founder
and retiring board member, as he transitions into his new roles as board observer and product advisor following the 2020
Annual Meeting. Garrett is a tech innovator and entrepreneur to his core, having conceived and written the original Uber
app. We are grateful for his decade of Board service and look forward to his continuing contributions as our partner going
forward.
Your
Board is excited about the opportunities that lie ahead for this very special company, and we are glad to have you along
for the ride.
|
|
|
|
4 2020 Proxy Statement
Table
of Contents
2020 Proxy Statement 5
Proxy
Summary
We
believe deeply in our bold mission. Every minute of every day, consumers and Drivers on our platform can tap a button and get
a ride or tap a button and get work. We revolutionized personal mobility with ridesharing, and we are leveraging our platform
to redefine the massive meal delivery and logistics industries. The foundation of our platform is our massive network, leading
technology, operational excellence, and product expertise. Together, these elements power movement from point A to point B.
*
Financial measures in the Proxy Summary and Business and Performance Highlights in this proxy statement, unless otherwise indicated,
are reproduced from our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 2, 2020.
6 2020 Proxy Statement
Proxy Summary
Unparalleled
growth at scale with significant, loyal monthly active users across multiple products & segments1
Gross
Bookings
(1) |
Gross
Bookings, Trips are FY 2019. MAPCs are as of Q4 2019. |
(2) |
Gross
Booking YoY growth rates shown in constant currency. |
(3) |
Monthly
Active Platform Consumers. |
Leveraging
our unique platform assets to launch, scale, and optimize our businesses
Leading
technology
Differentiated,
proprietary demand prediction, dispatching, matching, pricing, routing, and payments technologies are utilized across
all segments
Operational
excellence
Regional
on-the-ground operations enable better support for platform users, enhance relationships with cities and regulators, and
accelerate new product launches
Massive
network
Massive,
efficient, and intelligent; our network becomes smarter with every trip, utilizing data to power movement at the touch of a button |
|
Brand
recognition
Named
a top 100 brand; leverage brand and reach to launch and scale new businesses
Product
expertise
Set
the standard for powering on-demand movement, and provide users with a safe, intuitive, and continuously improving experience
Scale
efficiency
Our
global scale provides significant operational cost and efficiency advantages |
2020 Proxy Statement 7
Proxy Summary
Business
and Performance Highlights
(in
millions) |
FY
2019 GAAP
Revenue |
YoY
Change |
FY
2019 Adjusted
Net
Revenue1,2 |
YoY
Change |
Rides
connect consumers with Drivers who provide rides in a variety of vehicles, such as cars, auto rickshaws, motorbikes,
minibuses or taxis. Rides also includes activity related to our Uber for Business, Financial Partnerships and Vehicle Solutions
offerings. |
$ 10,745 |
14% |
$ 10,622 |
16% |
Eats
allows consumers to search for and discover local restaurants, order a meal and either pick-up at the restaurant or
have the meal delivered. |
$ 2,510 |
72% |
$
1,383 |
82% |
Freight
connects carriers with shippers on our platform, and gives carriers upfront, transparent pricing and the ability to
book a shipment. |
$ 731 |
105% |
$
731 |
105% |
Other
Bets consists of multiple investment stage offerings. The largest investment within the segment is our New Mobility
offering that refers to products that provide consumers with access to rides through a variety of modes, including dockless
e-bikes and e-scooters. It also includes Transit, UberWorks and our Platform Incubator group. |
$ 119 |
* |
$
119 |
* |
Advanced
Technology Group and Other Technology Programs supports the development and commercialization of autonomous vehicle
and ridesharing technologies, as well as Uber Elevate. |
$ 42 |
* |
$
42 |
* |
Total |
$ 14,147 |
26% |
$ 12,897 |
25% |
(1) |
See
Appendix A at the end of this proxy statement for additional information on Key Terms for Our Key Metrics and Non-GAAP Financial
Measures, Definitions of Non-GAAP Financial Measures and Reconciliations of Non-GAAP Financial Measures. |
(2) |
“Freight
Adjusted Net Revenue”, “Other Bets Adjusted Net Revenue” and “ATG and Other Technology Programs Adjusted
Net Revenue” are equal to GAAP net revenue in all periods presented. |
*Percentage
not meaningful
Gross
Bookings |
Monthly
Active Platform Consumers |
Trips |
$65
Billion
35%
YoY growth on constant currency basis |
111
Million MAPCs
22%
YoY growth |
6.9
Billion
32%
YoY growth |
Adjusted
Net Revenue |
GAAP
Net Loss / Adjusted EBITDA |
Rides
Adjusted EBITDA |
$12.9
Billion
28%
YoY growth on constant
currency basis |
$(8.5)
Billion**/$(2.7)
Billion |
$2.07 Billion
34%
YoY growth |
** Includes stock-based compensation, including $3.9 billion of stock-based compensation expenses in Q2 2019, primarily due to RSU
expense recognition in connection with our initial public offering.
Note:
All financial and operational measures are for the year ended December 31, 2019 other than MAPCs which are as of Q4 2019. See
Appendix A at the end of this proxy statement for additional information on Key Terms for Our Key Metrics and Non-GAAP Financial
Measures, Definitions of Non-GAAP Financial Measures and Reconciliations of Non-GAAP Measures.
Significant
Progress Achieved Since IPO
✓ |
Continued
growth at scale in 2019 with Gross Bookings and Adjusted Net Revenue growing $15B and $2.6B YoY, respectively |
✓ |
Improved
or maintained leadership position in key Rides and Eats markets |
✓ |
Increased
Take Rate from 19% in Q1 2019 to 21% in Q4 2019 |
✓ |
Improved
Adjusted EBITDA margin as a % of Adjusted Net Revenue by 15% from Q1 2019 to Q4 2019; Rides Segment Adjusted EBITDA
of $742M covered Corporate G&A and Platform R&D by $98M in Q4 2019 |
✓ |
Continued
product innovation to improve loyalty (Rewards), access new customer segments (Comfort), and provide leading safety features |
✓ |
Increased
reporting transparency by reporting Gross Bookings, Adjusted Net Revenue, and EBITDA for our 5 business segments starting
in Q3 2019 |
8 2020 Proxy Statement
Proxy Summary
Nominees
for Board of Directors
You
are being asked to vote on the election of the nine directors listed below. Additional information about each nominee’s
background and experience can be found beginning on page 19.
|
|
|
|
|
|
|
|
|
Ronald
Sugar †
Former
Chairman and
CEO, Northrop Grumman |
|
|
Ursula
Burns*
Chairman,
and Former
CEO, VEON |
|
|
Robert
Eckert*
Partner,
FFL Partners;
Former CEO, Mattel |
Age:
71
Board
Tenure: 1.6 Years
Committee
Memberships:
Nominating and Governance (Chair);
Compensation |
|
Age:
61
Board
Tenure: 2.4 Years
Committee
Memberships:
Audit;
Nominating and Governance |
|
Age:
65
Board
Tenure: <0.1 Years
Committee Memberships:
Nominating and Governance;
Compensation |
|
|
|
|
|
|
|
|
|
Amanda
Ginsberg*
Former
CEO, Match
Group
|
|
|
Dara
Khosrowshahi
CEO,
Uber |
|
|
Wan
Ling Martello*
Co-founder
and Partner,
BayPine; Former
Executive Vice President,
Nestlé |
Age:
50
Board
Tenure: 0.1 Years
Committee Memberships:
Audit |
|
Age:
50
Board
Tenure: 2.5 Years
Committee Memberships:
None |
|
Age:
61
Board
Tenure: 2.8 Years
Committee Memberships:
Nominating and Governance;
Compensation |
|
|
|
|
|
|
|
|
|
Yasir
Al-Rumayyan*
Managing
Director,
The Public Investment
Fund
|
|
|
John
Thain*
Former
Chairman and
CEO, CIT Group |
|
|
David
Trujillo*
Partner,
TPG |
Age:
50
Board
Tenure: 3.8 Years
Committee Memberships:
Audit |
|
Age:
64
Board
Tenure: 2.4 Years
Committee Memberships:
Audit (Chair) |
|
Age:
44
Board
Tenure: 2.7 Years
Committee Memberships:
Nominating and Governance;
Compensation (Chair) |
Note:
Age and Board tenure measured as of March 30, 2020
† Independent Chairperson of the Board
* Independent Director
2020 Proxy Statement 9
Proxy 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:
✓
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 Safety and D&I metrics into executive
compensation
|
✕
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 |
10 2020 Proxy Statement
Proxy Summary
Executive
Compensation Highlights
We
are focused on our mission of igniting opportunity by setting the world in motion. We operate in rapidly evolving and highly competitive
markets worldwide. To succeed in these environments and execute our strategy of building our platform, we must increase the scale
of our global network, continue to develop and update our technology, use our product expertise and operational excellence, invest
in new offerings on our platform, partner with other cities, and encourage our executives to model and reinforce our cultural
norms while successfully accomplishing our long-term strategic goals.
Objectives.
Our executive compensation program is designed to achieve the following objectives:
Attract
and retain a highly talented team of executives who possess and demonstrate strong leadership, exceptional followership, and world-class
management capabilities. |
|
Align
the executive officer’s incentives with Company performance and the interests of our stockholders. |
|
Reward
our executive officers for their performance and to motivate them to achieve the Company’s short- and long-term
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. |
Compensation
Structures and Incentive Program Links to Strategy. As illustrated in the charts below, and as further discussed in “Compensation
Discussion and Analysis” in this proxy statement, our primary focus in compensating executives is on the long-term elements
of target total direct compensation. Under our executive compensation program, over 90% of Mr. Khosrowshahi’s 2019 target
total direct compensation (excluding his sign-on award) was variable and at risk, and on average, over 80% was variable and at
risk for our other named executive officers (“NEOs”).
CEO
Target Compensation
|
Other
NEOs Average Target Compensation
|
|
|
The
Compensation Committee aims to align executive interests with long-term stockholder value creation and to link compensation to
the key drivers of our business. The Committee annually reviews individual executive officer compensation, including our cash-based
and equity- based incentive compensation programs, to ensure that the interests of our senior management team continue to align
with those of our stockholders.
2020 Proxy Statement 11
Proxy 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, and that these conversations drive increased corporate accountability, improve decision-making, and ultimately
create long-term stockholder value. Our Nominating and Governance Committee is expected to provide guidance no less than annually
to our board of directors and senior management about the framework for our board of directors’ oversight of, and involvement
in, stockholder engagement.
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 also engaged our largest stockholders and other key constituents on areas
of interest related to corporate governance and specific concerns for this proxy season.
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 corporate governance practices.
|
|
|
|
In
2019
Held
calls and meetings
with over 75% of our top
100
stockholders since our IPO in May 2019
Engaged
with all of our
top 50 stockholders,
representing over 70%
of
shares outstanding
|
|
How
we engaged with
investors
|
|
|
We
invited our largest investors to discuss any topics they desire |
|
|
|
|
|
We
regularly reported our investors’ views to our Board of Directors
|
|
|
|
|
|
We
engaged with analysts through quarterly conference calls, our investor relations
website, and meetings and calls
|
|
|
|
|
|
Our
Chairperson of the Board
participated
in investor outreach
|
|
|
Topics
discussed with our
investors
|
› |
sustainable
growth rate |
› |
path
to profitability |
› |
capital
allocation |
› |
regulatory
issues |
› |
geographic
strategy |
› |
governance
and financial performance of the company |
› |
our
executive compensation program, the say-on-pay proposal, and other agenda items for the annual meeting |
› |
ESG
and sustainability matters |
› |
strategy
and risk management, including cyber risk, Board composition and succession, and increasing Board diversity |
› |
recent
improvements in our disclosures |
12 2020 Proxy Statement
Proxy Summary
Our
Cultural Norms
Our
leadership team has sought to fundamentally reform our workplace culture by improving our governance structure,
strengthening our compliance program, creating and embracing new cultural norms, committing to Diversity and Inclusion
(“D&I”), and rebuilding our relationships with employees, Drivers, consumers, cities, and regulators. We
embrace the future with optimism, and we work towards our mission based on eight cultural norms. Our team came together to
write these cultural norms from the ground up to reflect who we are and where we are going:
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! |
2020 Proxy Statement 13
Proxy Summary
Moving
Everyone Forward
|
|
|
“People
say it’s good, this is the first time we see Saudi women driving. I feel happy transferring my knowledge to other women
who will then also pass it on. It is the pinnacle of happiness. I would like to put my mark on the beginning of the history
of women driving in Saudi Arabia.”
Badriyah
Driver / Riyadh |
|
|
|
|
|
“For
me, driving brings freedom and independence and I think it’s very important for women to fight for empowerment. Not
just in Brazil, but all over the world.” Glaucia
Driver / Sao Paulo |
|
|
|
|
|
“If
I see someone with a suitcase I open the trunk, grab the suitcase. It’s just the way I am, It’s all in a days
work. I don’t think it gets much better. Only thing I’d rather be doing than driving is playing
golf.” Jerry Driver / Los
Angeles |
|
|
|
|
|
“Delivery
service in New York, it’s a necessity. I’m doing God’s work out here, feeding people!”
Sunny
Driver / New York City |
|
|
14 2020 Proxy Statement
Proxy Summary
Our
Commitment to Cities, Employees, and Drivers
The
following highlights our commitment to cities, Drivers, and employees and exemplifies how we integrate our cultural norms internally
and extend them externally with just a few of our stakeholders:
Cities
Our
leadership team is committed to using a proactive and collaborative approach with cities and regulators. As a result, we are rebuilding
and strengthening our relationships with cities and regulators around the world, and engaging in an ongoing, constructive dialogue.
For example:
· |
Actively
worked in Berlin and Munich with regulators to introduce eco-friendly products, such as dockless e-bikes and our all-electric
vehicle product, Uber Green, to help those cities decrease air pollution, reduce urban congestion, and increase access to
clean transportation options. |
· |
Announced
a Clean Air Plan in London designed to play a part in helping to reduce congestion in London, including by helping Drivers
upgrade to cleaner vehicles. |
· |
Expanded
our active partnerships with public transport agencies, including the Massachusetts Bay Transportation Authority and Dallas
Area Rapid Transit, to offer even more first and last mile, late night rides, paratransit, and microtransit programs. |
· |
Launched
Public Transit Journey Planning in our app in 14 markets in 2019 in partnership with Moovit to enable riders to plan their
journey with transit. |
· |
Partnered
with Shared Streets, a non-profit focused on curbside management in collaboration with cities, in support of pilots in cities
including Washington DC, Pittsburgh, Toronto, Los Angeles, Minneapolis, Seattle, Chicago, Boston, and San Francisco, in addition
to pilots that we initiated on our own to reduce congestion and improve travel efficiency across all mode. |
· |
Expanded our
Uber Movement offering, a data visualization tool, to help cities with urban planning and informed decision-making. |
· |
Launched rider
bike lane alerts, to build awareness of rider and cyclist safety when drop-off occurs on a road with a bike lane. |
Employees
Our
leadership team remains focused on fundamentally reforming our workplace culture and embracing our cultural norms. Examples of
our programs and associated efforts to set, reinforce, and embrace our values internally include:
· |
Engaging
in an awareness campaign regarding our mission and cultural norms, including publicly releasing our annual diversity report
since 2017. |
· |
Soliciting
feedback from our employees through our culture survey and instituting action plans based on the survey results, including
an equal and expanded parental leave policy for all parents regardless of gender or caregiver status. |
· |
Putting
our cultural norms in action by expanding the number of Employee Resource Groups (ERGs) to 12 and the number of ERG members
to over 12,000 as of December 31, 2019. |
Drivers
Our
leadership team is also focused on strengthening our commitment to Drivers through initiatives including:
· |
Scaled Uber
Pro, a program which rewards and recognizes Drivers for their commitment and quality, to over 3.8 million Drivers globally. |
· |
Scaled
access to tuition-free college education through Uber Pro, with over 6,000 Drivers and their family members having enrolled
in ASU Online in college degree programs as well as certificate courses in Entrepreneurship and English Language learning
as of the end of 2019. |
· |
Launched
Appreciation Award & Stock Purchase Program in advance of our IPO, giving $300M in cash appreciation awards to qualifying
Drivers and providing the option to them to purchase Uber stock in our IPO. |
· |
Launched
the Driver Beta Program in the U.S., providing Drivers access to the beta app allowing them to try new product features, file
tickets with our engineering team, and provide feedback to Uber directly. |
· |
Rolled
out upfront trip information to the majority of Eats Drivers in the U.S. providing more trip information including trip fare,
estimated time and location prior to accepting the trip. |
2020 Proxy Statement 15
Proxy Summary
Environmental,
Social, and Governance Highlights
We strive to set ambitious goals and make strategic
investments to advance our corporate responsibility and sustainability, improve our D&I and have a positive social impact
on the communities in which we operate. Below are some additional metrics against which we measure our progress with respect to
corporate responsibility and sustainability and progress we have made in 2019.
Metric |
Progress
in 2019 |
Employee
Engagement |
·
Over 90% of our employees participated in our company-wide Pulse Survey in June 2019 (formerly Culture Survey).
·
Key strengths included:
·
mission with 84.5% (+7.6% vs. 2018) favorable on passion for Uber’s mission;
·
pride with 82.5% (+5.9% vs. 2018) feeling pride working at Uber; and
·
attrition risk with 60.4% (+7.3% vs. 2018) intending to stay at Uber even if offered similar compensation and benefits
at another company. |
Safety |
· Added
RideCheck for both riders and Drivers complementing existing safety features such as the Safety Toolkit, ShareTrip and
Emergency Button. Using sensors and GPS data, RideCheck can help detect if a trip goes unusually off-course or a possible
crash has occurred and alerts us to such events so we can check in and offer tools to get help.
· Released
our first U.S. Safety Report in 2019. The Safety Report is the first comprehensive publication of its kind, sharing details
on Uber’s safety progress, processes, and data related to reports of the most serious safety incidents occurring on our
platform. |
Diversity
& Inclusion / Social Impact |
·
Issued our diversity report for the third consecutive year.
·
Won multiple awards recognizing our D&I efforts including a Best Place to Work by the Disability Equality Index and
Human Rights Campaign.
·
Launched a comprehensive Global Self-ID campaign inclusive of 8 diversity dimensions across all our countries to create
a more holistic picture of our workforce to better measure our D&I efforts and a sponsorship pilot program to address
retention and advancement of women and underrepresented minorities.
·
Created a Social Impact team dedicated to using our technology and resources to help remove barriers that block people
from pursuing opportunity. |
Carbon
Impact |
·
Developed energy reduction programs in our workplaces and data centers in the U.S. to track our carbon footprint.
·
Pledged to match 100% of our US electricity consumption in our workplaces with renewable energy by 2025. |
Transparency |
·
Committed to publicly disclose the environmental impact of rides on Uber’s platform and plan to disclose two key metrics:
travel efficiency and carbon intensity. |
Data
Privacy |
·
Launched a privacy champions program company-wide, educating employees from across business units to advocate and serve as
a privacy resource for their team and assist in moving products and services to the privacy impact assessment process. |
Community
Impact |
·
Held Spring and Fall Weeks of Service, supporting over 645 events in 100 cities with 7,600 employees participating representing
a fifth of the workforce.
·
Announced additional new partnerships that span five continents and sixteen countries to support survivors and help prevent
gender-based violence. |
Human
Capital Management |
·
Over 6,000 drivers and their family members have enrolled in ASU Online through our Uber Pro program in college degrees
courses or certificate courses including in Entrepreneurship and English language.
·
Launched a pilot partnership to train former Drivers as software engineers and onboarded first class of interns in fall
of 2019. |
16 2020 Proxy Statement
Proxy Summary
Social
Responsibility
We
recognize the importance of positively impacting the communities we operate in and serve. Efforts in environmental sustainability,
community service, D&I, and social impact all play an important role in both positively impacting communities and creating
long-term value for our stockholders.
✓ |
Committed
to publicly disclose environmental impact of rides on Uber’s platform by disclosing two key metrics: travel efficiency
and carbon intensity. |
✓ |
Pledged to match
100% of our U.S. workplace electricity consumption with renewable energy by 2025. |
✓ |
Expanded Uber
Transit, which we believe will support cities and increase car-free travel. |
✓ |
Expanded
our electric vehicle efforts with partnerships across dozens of cities globally, including with urban fast-charging efforts
EVgo and Powerdot. |
✓ |
Launched a Clean
Air Plan in London with a goal of ensuring every car on Uber’s platform in that city is electric by 2025. |
✓ |
Grew
to 17 Green Teams across the company focused on educating employees on environmental sustainability and identifying opportunities
for positive environmental changes including volunteer initiatives. |
Community
Impact
|
|
|
|
|
|
Committed
over $1 million in cash
and in-kind
contributions to help
tackle hunger in connection with a
partnership with Feeding America.
|
Our
Community Impact Initiative provided
grants to over 70
non-profits to offer
rides to people in need. |
Announced
partnerships in five
continents and
16 countries to support
survivors
and help prevent gender-based
violence; committing to provide an
additional $2.5
million in funding to non-
profit organizations to help prevent sexual
violence
before it begins. |
|
|
|
|
|
|
Supported
over 645 community
service events in 100 cities
with
7,600 employees participating
during a Fall and Spring Week of
Service. |
|
Partnered
with African Management
Institute to offer development
and
entrepreneurship programs in South
Africa and Kenya including to women
drivers. |
Awards
and Recognition in 2019
2020 Proxy Statement 17
Proxy Summary
Voting
Agenda
|
|
|
|
|
Proposal
1 |
Election
of Directors
The
Board of Directors recommends a vote FOR each of the following director nominees to hold office until the 2021 annual
meeting of stockholders and until their successors are elected. |
|
✓ |
Our
Board
recommends a
vote FOR each nominee |
|
|
See
page 19
for more information |
|
|
|
|
|
|
|
|
|
|
Proposal
2 |
Advisory
Vote to Approve 2019 Named Executive Officer Compensation
The
Board of Directors recommends a vote “for” the approval, on a non-binding advisory basis, of the 2019 compensation
of our NEOs (the “say-on-pay vote”). |
|
✓ |
Our
Board
recommends a
vote FOR the say-on-pay
vote |
|
|
See
page 69
for
more information |
|
|
|
|
|
|
|
|
|
|
Proposal
3 |
Advisory
Vote to Approve the Frequency of the Advisory Vote on Executive Compensation
The Board of Directors recommends a vote, on a
non-binding advisory basis, for future stockholder advisory votes on NEO compensation to be held every year. |
|
✓ |
Our
Board
recommends a
vote FOR annual vote |
|
|
See
page 70
for
more information |
|
|
|
|
|
|
|
|
|
|
Proposal
4 |
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 2020. |
|
✓ |
Our
Board
recommends a
vote FOR ratification |
|
|
See
page 71
for
more information |
|
|
|
|
|
18 2020 Proxy Statement
Proposal
1 — Election of Directors
Our
board of directors has nominated the nine director nominees listed below for election at the 2020 Annual Meeting. Each of the
director nominees currently serves on the board. The current term of all directors will expire at the 2020 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 2021 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 2020 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) |
71 |
Independent
Chairperson of the Board of Directors |
Ursula
Burns(2)(3) |
61 |
Director |
Robert
Eckert(1)(2) |
65 |
Director |
Amanda
Ginsberg(3) |
50 |
Director |
Dara
Khosrowshahi |
50 |
Director
and CEO |
Wan
Ling Martello(1)(2) |
61 |
Director |
Yasir
Al-Rumayyan(3) |
50 |
Director |
John
Thain(3) |
64 |
Director |
David
Trujillo(1)(2) |
44 |
Director |
(1) |
Compensation
Committee member. |
(2) |
Nominating
and Governance Committee member. |
(3) |
Audit
Committee member. |
2020 Proxy Statement 19
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 2021 annual meeting
of stockholders and until their successors are elected.
Ronald
Sugar
Age:
71
Former
Chairman
and CEO, Northrop
Grumman
Other
Public
Company Boards:
Apple, Inc.
Amgen
Inc.
Chevron
Corporation
Air Lease Corporation*
*will
not stand for
re-election
to Air Lease
Board in May 2020
|
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 has been a director of Amgen Inc. since 2010, Apple Inc. since 2010, Air Lease Corporation since 2010,
and Chevron Corporation since 2005. Dr. Sugar has notified the board of directors of Air Lease Corporation that he will not
stand for reelection to its board of directors at its annual meeting of stockholders in May 2020.
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. |
Ursula
Burns
Age:
61
Chairman
and Former
CEO, VEON
Other
Public
Company Boards:
VEON, Ltd.
Nestle
S.A.
Exxon
Mobil
|
Biography
Ms.
Burns has served on our board of directors since September 2017. Ms. Burns has served as the Chairman of VEON, Ltd., an
international telecommunications and technology company, since December 2018. She served as the Chairman of VEON, Ltd. from
July 2017 to March 2018, 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 VEON, Ltd., 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 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. |
20 2020 Proxy Statement
Proposal 1: Election of Directors
Robert
Eckert
Age:
65
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
Age:
50
Former
CEO, Match
Group, Inc.
Other
Public
Company Boards:
J.C. Penney Company |
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 has
served on the board of directors of J.C. Penney Company, Inc. since July 2015. Ms. Ginsberg previously served on the board
of directors of Care.com from February 2012 to December 2014 and Match Group, Inc. from December 2017 to March 2020.
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. |
Dara
Khosrowshahi
Age:
50
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. |
2020 Proxy Statement 21
Proposal 1: Election of Directors
Wan
Ling Martello
Age:
61
Co-founder
and
Partner, BayPine;
Former Executive Vice
President, Nestlé
Other
Public
Company Boards:
Alibaba Group |
Biography
Ms.
Martello has served on our board of directors since June 2017. Ms. Martello currently serves as a partner and co- founder 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 of Finance and Control. 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.
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, her financial expertise as the Chief Financial Officer at Nestlé,
and her global experience. |
Yasir
Al-Rumayyan
Age:
50
Managing
Director, The
Public Investment Fund
Other
Public
Company Boards:
Saudi Arabian Oil
Company
SoftBank Group Corp. |
Biography
H.E.
Al-Rumayyan has served on our board of directors since June 2016. H.E. Al-Rumayyan has been a managing director at 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 SoftBank Group Corp. 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. |
22 2020 Proxy Statement
Proposal 1: Election of Directors
John
Thain
Age:
64
Former
Chairman and
CEO, CIT Group
Other
Public
Company Boards:
None |
Biography
Mr.
Thain has served on our board of directors since September 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. 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
Age:
44
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. Prior to
joining TPG in 2006, Mr. Trujillo was with GTCR, a Chicago based private equity fund, from 1998 through 2005. 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, Univision Communications and Vice Media. Mr. Trujillo led TPG’s investments
in Airbnb and Spotify. Mr. Trujillo previously served on the boards of Layer3 TV (sold to T-Mobile in 2018), Lynda.com (sold
to LinkedIn in 2015) and Fenwal Therapeutics (sold to Fresenius SE in 2012).
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. |
Voting
Agreement
Each
of our current directors, other than 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 will be subject to election annually by majority voting at the 2020 Annual
Meeting.
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.
2020 Proxy Statement 23
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.
|
Burns |
Camp |
Eckert |
Ginsberg |
Khosrowshahi |
Martello |
Al-Runmayyan |
Sugar |
Thain |
Trujillo |
Total |
Diversity
of Background
Directors with varied genders, ages, ethnicities, races, national
origins, geographical backgrounds, and experiences bring diverse perspectives to the boardroom and foster our culture of valuing
diversity throughout our company. |
· |
|
|
· |
· |
· |
· |
|
|
· |
6 |
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. |
· |
· |
· |
· |
· |
· |
· |
· |
· |
|
9 |
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. |
· |
|
· |
· |
· |
· |
· |
· |
· |
· |
9 |
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. |
· |
· |
|
· |
· |
|
|
· |
|
· |
6 |
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. |
· |
|
· |
|
|
|
· |
· |
· |
|
5 |
*
Figures above include current members of the board of directors; Garrett Camp, a current member of the board of directors, is
not standing for re-election at the Annual Meeting
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.
|
Our board of directors recommends a vote “FOR”
each of the NINE director nominees listed above. |
24 2020 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 and Nominating and Governance
Committees to be independent and all members of the Compensation Committee to be independent within one year of the initial
public offering. 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
an effort to align our directors’ and executive officers’ interests with those of our stockholders, we have
adopted stock ownership guidelines. Within three years of becoming subject to the guidelines, our non-employee directors are
generally 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 their annual base salaries,
consisting of ten times annual base salary for our Chief Executive Officer and three times annual base salary for our other
executive officers.
Clawback
Policy
Under
our clawback policy, our board of directors may seek to recover equity compensation from an executive officer awarded
after the date of the policy in connection with a material breach by an executive officer of restrictive covenants in
agreements between us and the officer, or accounting restatements as a result of material non-compliance with any financial
reporting requirement as a result of the officer’s misconduct. |
2020 Proxy Statement 25
Board Operations
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 69 countries around the globe, diversity factors that are considered include
race, ethnicity, gender, national origin, and geography. Our board of directors currently includes three women, two ethnic minorities,
directors ranging in age from 41 to 71, and directors with a range of geographic diversity, with 4 of our 10 directors being born
outside of the U.S.
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 will conduct annual self-evaluations to assess its performance and effectiveness, which we expect will include its
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
2-5
Years
Over
5 Years
|
|
Promoting
Integrity
At
Uber, we want to develop an environment where we hold ourselves to the highest standards of integrity. We expect and
encourage employees to raise concerns or questions regarding ethics, compliance, workplace culture, discrimination, or
harassment, and to promptly report suspected violations of these and other applicable laws, regulations, rules, policies,
procedures, and standards, including our Business Conduct Guide. To help in this effort, we have created global campaigns to
generate awareness of several channels through which employees and others may report ethical or compliance concerns,
including an enhanced global Uber 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.
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 Compliance and Ethics 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 Compliance and Ethics 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 raises concerns or questions or who participates in a subsequent
investigation of such concerns or questions. Our Global Head of Internal Audit and our Chief Compliance and Ethics Officer both
report to the Audit Committee no less than quarterly regarding issues raised through the Uber Integrity Helpline. |
26 2020 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
|
· |
The
Audit Committee receives regular reports from the Chief Compliance and Ethics Officer and Global Head of Internal Audit regarding
the Company’s Integrity Helpline |
|
· |
The
Audit Committee 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 |
|
· |
The
Audit Committee ensures that the resolution of any and all allegations regarding wrongdoing involving members of senior management
are reported back to the Audit Committee |
|
· |
The
Audit Committee regularly meets in executive session with the Chief Compliance and Ethics 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
|
· |
The Compensation
Committee receives regular reports on attrition and retention rates |
|
· |
The Compensation
Committee receives summaries of employee engagement survey results and related matters |
|
· |
The
Compensation Committee has tied executive compensation for our most senior executives to D&I metrics and Safety metrics |
Board
of Directors
|
· |
The
Board evaluation of the Chief Executive Officer and senior management takes employee engagement, D&I and other matters
into account |
|
· |
The
Board receives quarterly reports from the Office of Diversity and Inclusion regarding Uber’s progress against its diversity
goals |
|
· |
The
Board has regular discussions with senior management regarding public sentiment involving Uber, media coverage, as well as
regulatory and legislative sentiment involving Uber |
2020 Proxy Statement 27
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:
Ursula
Burns
Garrett Camp
Robert Eckert |
|
Amanda
Ginsberg
Wan Ling Martello
Yasir Al-Rumayyan |
|
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. The standing committees of our board of directors are described below:
Audit
Committee |
Members: |
Committee
Roles and Responsibilities: |
John
Thain (Chair),
Ursula
Burns,
Amanda
Ginsberg, and
Yasir Al-Rumayyan |
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 matters.
John
Thain, the chair of the Audit Committee, Ursula Burns, and Yasir Al-Rumayyan each qualify as an “Audit Committee
financial expert” as defined by the SEC.
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. |
28 2020 Proxy Statement
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 board of directors’ and each committee’s
annual self-evaluation process, the orientation program for new directors, and a continuing education program for current
directors;
›
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 officers, employees, consultants,
and other service providers of Uber.
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 thereto;
›
reviewing and approving incentive compensation plans for
our executive officers and grants thereunder;
›
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
annually assessing compliance with such guidelines;
›
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”) |
2020 Proxy Statement 29
Board Operations
Committee
Composition
*
Garrett Camp, a current member of the board of directors, is not standing for re-election at the Annual
Meeting
committee
member
committee
chair
Board
and Committee Self-Evaluations and Individual Director Evaluations
The
board conducts an annual self-evaluation of the Board and each committee. Each member of the board also conducts an annual evaluation
of the individual performance of every other member of the Board. 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 will lead a discussion with the full board of directors during an executive session about
any proposed changes based on the results of this evaluation. |
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 2019, our board
of directors met 15 times, the Audit Committee met eight times, the Compensation Committee met five times, and the Nominating
and Governance Committee met six times. Each director who served on our board of directors during 2019 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, with the exception of H.E. Al-Rumayyan, who attended less |
|
than
75% of our board meetings due to extensive prior commitments including those related to the initial public offering of the Saudi
Arabian Oil Company, where he serves in the role of the Chair, which was completed in December 2019 and the Future Investment
Initiative hosted by the Public Investment Fund, where he serves in the role of managing director. Under our corporate governance
guidelines, all directors are expected to attend the Company’s annual meeting of stockholders. |
30 2020 Proxy Statement
Board Operations
Meetings
of Non-Management Directors
During
2019, our board of directors held executive sessions without management present.
Past
Directors
Matt
Cohler, Ryan Graves, Arianna Huffington, and Travis Kalanick served as members of our board of directors in 2019. Our board of
directors has determined that within the meaning of the applicable SEC rules and applying the standards of the NYSE, Mr. Cohler
was, during his term, independent including with respect to his service on the Audit Committee. Our board of directors has determined
that within the meaning of the applicable SEC rules and applying the standards of the NYSE, Ms. Huffington was, during |
|
her
term, independent including with respect to her service on the Compensation Committee and was a “non-employee” director
as defined in Section 16 of the Exchange Act. Our board of directors has determined that Travis Kalanick and Ryan Graves were
not independent during their respective terms. Mr. Kalanick served as our Chief Executive Officer, and Mr. Graves served as our
Senior Vice President, Operations. Mr. Cohler, Mr. Kalanick, Mr. Graves, and Ms. Huffington no longer serve on the board of directors. |
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. |
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 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. |
2020 Proxy Statement 31
Board Operations
The
Audit Committee
·
Annually reviews our risk
profile, including, without limitation, with respect to cybersecurity 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’ 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. |
|
The
Chief Privacy Officer and Chief Information Security Officer assist in cybersecurity and data privacy matters within the
Company including co-chairing a cross-functional cybersecurity council with members from business units across the Company,
including product, engineering, marketing, and HR employees, which meets on a quarterly basis. The Company also has a robust
privacy training and awareness program in place geared towards embracing privacy best practices, including:
·
Launching a privacy champions program, educating employees from across business units to advocate and serve as a privacy
resource for their team and assist in moving products and services to the privacy impact assessment process.
·
Requiring every employee who joins the company to take privacy and data security training.
·
Providing geographic and role specific training by the global privacy and cybersecurity legal team.
The
Company also has a privacy impact assessment process to evaluate products, services and features that process personal data and
assist in process improvements and operational effectiveness related to the Company’s privacy risk management. |
32 2020 Proxy Statement
Board Operations
Certain
Relationships and Related Person Transactions
Other
than the executive officer and director compensation arrangements discussed in the section titled “Executive 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, 2019, 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. |
ATG
Investment
In
April 2019, we entered into the Unit Purchase Agreement with affiliates of SoftBank Vision Fund, an entity affiliated with
SB Cayman 2 Ltd., a beneficial holder of more than 5% of our outstanding capital stock, Toyota, and DENSO, pursuant to which
the ATG Investors will invest an aggregate of $1.0 billion ($400 million from Toyota, $333 million from SoftBank, and $267
million from DENSO) in a newly formed corporate parent entity for ATG. Pursuant to the Unit Purchase Agreement, we agreed to
contribute certain of our subsidiaries and all assets and liabilities that are primarily related to our autonomous vehicle
technologies (excluding liabilities arising from certain indemnification obligations related to the Levandowski arbitration
and any remediation costs associated with certain obligations that may arise as a result of the Waymo settlement), in
exchange for common units of ATG representing an 86.2% stake in ATG on a fully diluted basis, reflecting an implied $7.25
billion valuation for ATG immediately following the closing of the investment. The ATG Investors received a collective 13.8%
stake in ATG on a fully diluted basis as of the closing. The closing of this transaction occurred in July 2019.
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 Expa-1, LLC, SB Cayman 2 Ltd., The Public Investment Fund, and entities
affiliated with Benchmark Capital Partners, TPG, and Alphabet Inc., 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.
Voting
Agreement
We
entered into a voting agreement under which holders of our redeemable convertible preferred stock, our founders, and certain early
service providers, including Travis Kalanick, a former member of our board of directors, Ryan Graves, a former member of our board
of directors, |
|
Expa-1,
LLC, SBCayman 2 Ltd., The Public Investment Fund, and entities affiliated with Benchmark Capital Partners, TPG, and Alphabet
Inc., all of which are or were beneficial holders of more than 5% of our capital stock or are entities with which certain of
our current or former directors are or were affiliated, agreed to vote in a certain way on certain matters, including with
respect to the election of directors. Upon the closing of the initial public offering, the voting agreement terminated, and
none of our stockholders has any special rights regarding the election or designation of members of our board of
directors.
Right
of First Refusal and Co-Sale Agreement
We
entered into a right of first refusal and co-sale agreement with certain holders of our redeemable convertible preferred
stock and our founders and certain early service providers, including Travis Kalanick and Ryan Graves, Expa-1, LLC, SB
Cayman 2 Ltd., The Public Investment Fund, and entities affiliated with Benchmark Capital Partners, TPG, and Alphabet
Inc., all of which are or were beneficial holders of more than 5% of our capital stock or are entities with which certain
of our current or former directors are or were affiliated, pursuant to which such holders had a right of first refusal
and co- sale in respect of certain sales of securities by our founders and early service providers. Upon the closing of
the initial public offering, the right of first refusal and co-sale agreement terminated.
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 Derek Anthony West, our Chief Legal Officer, is currently employed by us. She does not share a household with
Mr. West, is not one of our executive officers, and does not report |
2020 Proxy Statement 33
Board Operations
directly
to any of our executive officers. Her total compensation in 2019 was within a range of $250,000 to $350,000. She participates
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.
TPG
Capital BD, LLC, one of our underwriters for our $8.1 billion initial public offering, is an affiliate of TPG. David Trujillo,
one of our directors, is a partner at TPG.
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. |
|
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 prior 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 first 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
1455
Market Street, 4th Floor
San Francisco, California 94103
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 and the Related Party Transactions Policy are available in print upon request by
writing to the Corporate Secretary at Uber Technologies, Inc., 1455 Market Street, 4th Floor, San Francisco, California 94103.
34 2020 Proxy Statement
Corporate
Responsibility and Sustainability
We
strive to set ambitious goals and make strategic investments to advance our environmental sustainability and responsibility,
improve our D&I, and have a positive social impact on the communities in which we operate.
Environmental
Sustainability and Responsibility
At
Uber, our mission is to ignite opportunity by setting the world in motion. Protecting the environment during our journey is
essential for sustainable growth. We aspire to play a meaningful role in creating a sustainable, low-carbon future and
addressing environmental challenges and have taken significant steps in strengthening our sustainability strategy to address
the environmental impact of both our platform and our workplaces toward a more sustainable future.
We
believe that a transportation system based on personal car use is inefficient and unsustainable. Transportation accounts
for nearly a quarter of global energy-related greenhouse gas (GHG) emissions.
Uber
is committed to enabling more sustainable mobility. Over time, we believe our on-demand, multi-modal platform can help
people and cities move away from transportation overly reliant on fossil- fueled, car ownership and toward a shared, electric
future.
With
the power of a global mobility platform, at Uber we have an opportunity to make greater environmental contributions through our
product. Uber’s technology fundamentally aims to help more people and things move than was possible before—with existing
transportation assets—through efficiency and utilization. But as we grow, we have a tremendous responsibility to help the
rides we facilitate use public resources as efficiently as possible, especially roads and air, and to find more sustainable ways
to help move people and things from A to B. Getting this right can help reduce the carbon impact of our platform, help drivers
save on fuel, help riders get affordable, lower impact travel options, and help cities unlock more efficient mobility options. |
|
Two
strategic pillars support our sustainable mobility strategy for Uber’s platform: reducing and reporting.
Reducing
·
We
intend to invest in product innovations and initiatives that reduce the carbon intensity of our platform. We’ve
developed pooling technologies for more than five years to provide more affordable mobility options for consumers while
helping urban roads avoid millions of additional vehicle miles and tens of thousands of CO2
emissions.
·
We’re
expanding Uber Transit, which over time, along with
our continued efforts on micromobility, we believe will support cities and increase car-free travel.
· We’re
also expanding our electric vehicle (EV) efforts. New
partnerships with urban fast-charging efforts EVgo and Powerdot are the latest additions to a growing global portfolio
of initiatives across dozens of cities globally—from London, to Hyderabad, to Sacramento—to help grow and
address barriers to electric, shared mobility. UberGreen (push a button get an EV) is available in more than a dozen cities
in Europe such as Lisbon, Zurich, Berlin, Kyiv, and Paris. In London, specifically, we launched a bold Clean Air Plan
to deliver our goal of ensuring every car on the Uber app is fully electric by 2025 and recently announced a new partnership
with Nissan to make more affordable EV options available to drivers.
Reporting
·
We
committed to publicly disclose the environmental impact of rides on Uber’s platform. We
want to give our users, and the cities where they live and use the platform, more visibility on the impact of the trips
we help facilitate. We subsequently released the methods for two key metrics we plan to disclose: travel efficiency and
carbon intensity. The first, travel efficiency, looks at how well we help move people while minimizing car use. The second,
carbon intensity, evaluates the emissions required for every mile traveled by every passenger on our platform.
|
2020 Proxy Statement 35
Corporate Responsibility and Sustainability
We
have pledged to match 100% of our US electricity consumption with renewable energy by
2025. With
nearly 27,000 employees spanning across 7 million square feet of workspace, we are driven
by our people and committed to promoting a healthy, sustainable, and safe culture. The
sustainability strategy delivered by our People and Places team is centered around using
energy efficiently, responsibly diverting waste, and reducing water consumption. This
effort started with collecting utility cost and consumption data to formulate our baseline
footprint in a global dashboard. By understanding the carbon intensity of our physical
space, we developed energy reduction programs that address plug load, lighting, heating,
ventilating and cooling features of a space.
To
steer environmental efficiencies and company growth further toward cohesion, we developed design and operation standards
for our new builds that prioritize indoor air and water quality, electricity and gas efficiencies, waste minimization,
and renewable energy opportunities. Additionally, to improve the health of our buildings and support employee well-being,
we are pursuing LEED and WELL certifications for our largest US offices including San Francisco, Dallas, New York, and
Chicago.
Integrated
sustainable development can’t happen in silos, so we’re committed to facilitating a platform for our people to
connect. Our internal group, Move the Planet, connects employees on environmental issues and projects in some of our largest
cities around the globe. Our focus in 2020 is to minimize the overall cost, consumption, and carbon footprint of the
workplace portfolio through energy reduction implementation, renewable energy procurement, design guideline adoption, and
improved diversion rates.
Diversity
and Inclusion
We
strive to build a diverse and inclusive workforce and foster an environment in which authenticity is celebrated as a strength.
We believe that a diverse and inclusive workforce is critical to helping us attract and retain the talent necessary to
advance innovation and drive our business forward.
We
support our Employee Resource Groups (ERGs), which include our numerous affinity groups for diverse employees. Our ERGs
are working on new ways to enhance our culture and to help ensure that Uber better serves Drivers, consumers, restaurants,
shippers, carriers, and cities.
Some
of our other initiatives for D&I include:
Propelling
more women and underrepresented individuals into technology. We
strive to support our female employees and support women in technology around the world. We have invested in and partnered with
organizations working to bring more women and underrepresented individuals into the technology industry, including BUILD, SMASH,
Code.org, Girls Who Code, The Hidden Genius Project, the National Society of Black Engineers, Iridescent, and DevMission. |
|
Celebrating
diversity. Our employees,
Drivers, and consumers are from countries all around the world, and we believe racism
and discrimination have no place in our offices or on our platform.
·
We have banned violent hate groups from using our platform.
·
We seek to help eliminate barriers underrepresented individuals face in science, technology, engineering, and mathematics
(“STEM”) by supporting STEM education programs for underrepresented groups.
Supporting
LGBTQ+ equality. We strive to promote LGBTQ+
equality in our offices and in our communities.
· For
the past four years (2016 – 2019), we have consistently earned a top score of 100 on the Human Rights Campaign
Foundation’s Corporate Equality Index (“CEI”), with four of our global offices named one of the “Best
Places to Work for LGBTQ+ Equality.” The CEI is an annual survey that helps corporations understand and implement best
practices internally that are inclusive of the LGBTQ+ community.
· As
described above, we are a member of the “Business Coalition for the Equality Act,” and we support federal
legislation in the United States that would ensure equal protections in the workplace for members of the LGBTQ+
community.
2019
Highlights
·
We launched
a comprehensive Global Self-ID Campaign across all our countries, asking
our employees to proactively share information about themselves to create a more holistic picture of our workforce, and
use this to better measure our D&I efforts
·
We were
recognized as a Best Places to Work by the Disability
Equality Index receiving an overall score of 90%
·
We were
recognized as a “best practices” company by
the Bloomberg Gender Equality Index
·
Uber Brazil
won “Gold Award” in the UN Women Women’s Empowerment Principles Award
·
We launched
a full suite of social impact funds via our Social Impact group. These
funds provide employees with more ways to get involved in the community, including Community Impact Initiative, Mobility
Research Grant Fund, Employee Giving Fund, and Strategic Partnerships
·
We launched
a workstream focused on Males Champions of Change inclusive
of a partnership with MCC and the Movember Foundation
·
We launched
Sponsorship Programs in all our major business lines
|
36 2020 Proxy Statement
Corporate Responsibility and Sustainability
Safety
We
design our products and platform to include robust safety tools for all platform users. Whether you are a Driver, consumer
or community we partner with, safety is a priority. Highlights include:
Enhancing
safety of Drivers and consumers. We have tripled
the size of our safety team since 2017, with more than 300 professionals now dedicated to safety for our core rides business.
We are focused on building new technologies that put safety at the heart of the Uber experience, and with thousands of
community operations employees dedicated to ensuring safety on our platform, we are committed to enhancing safety. To
that end, we have formed a Safety Advisory Board composed of outside experts, added additional safety features to our
platform, and have strengthened our background checks in the United States. We strive to promote the safety of our employees,
Drivers, and consumers. And because we alone cannot meet all of the safety challenges inherent in our industry, we are
already working with law enforcement officials, road safety organizations, and more than 200 gender-based violence prevention
experts—including the Rape, Abuse & Incest National Network (RAINN), the National Alliance to End Sexual Violence,
and the National Network to End Domestic Violence—to innovate on new approaches that will raise the bar on safety
in ridesharing.
Safety
Report. In 2019, we released our U.S. Safety
Report, the first comprehensive publication of its kind to be issued by a company, which shares details on our safety
progress, its processes, and data related to the reports of the most serious safety incidents occurring on our platform
including a 16% decrease in the average incident rate of the 5 most serious sexual assault categories reported between 2017
and 2018 and, based on preliminary estimates for the first half of 2019 made at the time of the Safety Report, a 17-20%
decrease when compared to the full year of 2018. The Safety Report represents the latest in a series of actions we have taken
in an effort to continually improve the safety of our platform for all who use it. We believe that publishing this data will
help us develop best practices to prevent serious safety incidents from occurring in the first place.
Helping
build safer communities. We are developing
new technology tools that aim to improve safety in cities. We record the location of every ride in real time, and our
team can rapidly respond to safety incidents that are reported to us. We can help cities reduce instances of driving under
the influence of alcohol and drugs by providing people with quick and effective on-demand transportation as an alternative
to driving while intoxicated. We have also partnered with Mothers Against Drunk Driving to encourage people to use public
transportation or ridesharing services instead of driving under the influence. The National Highway Traffic Safety Administration
reports that 29% of all traffic-related deaths in the United States were due to alcohol- impaired driving crashes in 2018.
A Temple University study has shown that our entry into certain markets was followed by a drop in alcohol-related fatalities
from motor vehicle crashes. Similarly, a study that we conducted in partnership with Mothers Against Drunk Driving indicated
a relationship between our Ridesharing penetration in cities and a decrease in alcohol-related automobile accidents involving
people under the age of 30. We also build relationships with local officials and law enforcement to promote |
|
safe
cities. For example, we have published procedures to enable law enforcement to access trip data and other information
that may be critical for solving criminal cases quickly and securely through our Uber Law Enforcement Portal.
Combatting
human trafficking. As a company that, among
other things, provides consumers with access to personal mobility options, we want to do our part to help end transportation
of trafficked people. We have partnered with numerous organizations that seek to end the commercial and sexual exploitation
of trafficked children through awareness, advocacy, policy, and legislation. We also have online resources to educate
Drivers on human trafficking, including how to spot it, and what to do when they suspect someone is being trafficked.
Workplace
Safety. We are committed to providing a workplace
that enables all work activities to be carried out safely. We take practical measures to eliminate or minimize risks to
the health, safety and welfare of our employees, contractors, visitors and anyone else who may be affected by our operations.
Over the course of 2019, we focused on increasing risk mitigation efforts, which resulted in over 9,200 job specific safety
trainings.
Human
Capital Development
Our
success depends on our ability to attract and retain talented and skilled employees and independent Drivers. As of December
31, 2019, we had a global workforce of approximately 26,900 employees.
As
described above, we have invested, and plan to continue to invest, in creating a diverse and inclusive environment in which
our employees can deliver their best every day, and we endeavor to empower them to give back to the communities where we
operate. This is exemplified by the large number of our employees who have participated in our numerous ERGs.
We
also invest heavily in people development for our employees. We aim to accelerate our business by enabling people and
teams to do their best work and achieve their highest potential, including, among other things, by investing significantly
in leadership and management training and development. For example, we have offered employees online executive education
courses taught by Harvard Business School faculty with focuses on leadership and strategy.
We
have not only focused on developing our employees, but we have also strengthened our commitment to Drivers as part of our
new path forward. In addition to our “180 Days of Change” campaign, in November 2018, we introduced a Driver
rewards program, Uber Pro, which included a partnership with Arizona State University to provide eligible Drivers or their
families the opportunity to complete courses toward more than 80 undergraduate degrees or a non-degree certificate, take
English language courses or become certified in entrepreneurship, all through Arizona State University Online, with tuition
fully covered. Classes can be completed online anytime, so education can fit around each Driver’s life and not the
other way around. As of the end of 2019, over 6,000 drivers and their family members have enrolled in Arizona State
University Online through the Uber Pro program since its launch. |
2020 Proxy Statement 37
Director
Compensation
Fiscal
2019 Non-Employee Director Compensation
In
2019, we compensated our non-employee directors in accordance with a 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.
In connection with our initial public offering in March 2019, we adopted a new policy that became effective on January 1, 2020.
The
director compensation policy that was effective for the 2019 fiscal year consisted of the following elements:
Description
of Non-Employee Director Compensation For Fiscal Year 2019 |
Amount |
One-Time
RSU Grant for New Directors* |
$ 800,000 |
Annual
RSU Grants for Committee Members: |
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 |
*
Directors who received One-Time RSU Grants received no additional RSU grants or cash retainers, except for service as a committee
member or chair; Dr. Sugar received an initial grant upon his appointment in 2018 and will 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.
In
2019, we did not make any equity grants to any director who was a founder, former employee, or elected to represent one of our
stockholders (each, an “Affiliated Director”). We did not pay meeting fees. We did 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.
38 2020 Proxy Statement
Director Compensation
The
following table summarizes all compensation awarded to, earned by, or paid to each of our non-employee directors during 2019.
Name |
Total
($)(1) |
Ronald
Sugar |
$
30,119 |
(2) |
Ursula
Burns |
$
18,061 |
(3) |
Garrett
Camp(4) |
— |
|
Matt
Cohler(4)(5) |
— |
|
Ryan
Graves(4)(5) |
— |
|
Arianna
Huffington(5) |
— |
|
Travis
Kalanick(4)(5) |
— |
|
Wan
Ling Martello |
$25,860 |
(6) |
Yasir
Al-Rumayyan(4) |
— |
|
John
Thain |
$
13,700 |
(7) |
David
Trujillo(4) |
— |
|
| (1) | 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. The grant date fair value of these RSUs was $51.31, the 409A value of the awards
on the grant date of March 28, 2019. The following reflects the aggregate number of outstanding
equity awards held by our non-employee directors as of December 31, 2019: Dr. Sugar,
31,127; Ms. Burns, 6,151; Ms. Martello, 5,126; and Mr. Thain, 6,151. |
| (2) | These
RSUs were granted in recognition of Dr. Sugar’s service as chairperson of our Nominating and Governance Committee and vested
on December 31, 2019; Dr. Sugar received an initial grant upon his appointment in 2018 and will 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) | These
RSUs were granted in recognition of Ms. Burns’s service as a non-chair member of
our Nominating and Governance Committee and vested on December 31, 2019. |
| (4) | These
directors were Affiliated Directors and received no compensation for 2019. |
| (5) | These
directors left the board in 2019 and received no compensation for 2019. |
| (6) | These
RSUs consist of two grants. 152 RSUs were granted in recognition of Ms. Martello’s
service as a non-chair member of our Audit Committee in 2018 and vested immediately upon
grant. The remaining 352 of these RSUs were granted in recognition of Ms. Martello’s
service as a non-chair member of our Nominating and Governance Committee and vested on
December 31, 2019. |
| (7) | These
RSUs were granted in recognition of Mr. Thain’s service as chair of our Audit Committee
in 2018 and vested immediately upon grant. |
Fiscal
2020 Non-Employee Director Compensation
The
Director Compensation Policy approved in March 2019 and 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. We intend to periodically evaluate our Director Compensation
Policy as part of our regular reviews of our overall compensation strategy. Under our new Director Compensation Policy, annual
compensation for non- employee directors consists of the following elements:
Description
of Non-Employee Director Compensation Effective January 1, 2020 |
Amount |
Cash
Retainer for All Directors(1)(2) |
$
50,000 |
Annual
RSU Grant for All Directors(2) |
$
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) | Paid
on a quarterly basis. |
| (2) | The
new Director Compensation Policy is not effective with respect to Dr. Sugar, our independent Chairperson of the Board, until January
1, 2021. Dr. Sugar received an initial grant upon his appointment in 2018 and will 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. |
2020 Proxy Statement 39
Executive
Officers
Name |
Age |
Position |
Dara
Khosrowshahi |
50 |
Chief
Executive Officer and Director |
Nelson
Chai |
54 |
Chief
Financial Officer |
Jill
Hazelbaker |
38 |
Senior
Vice President, Marketing and Public Affairs |
Nikki
Krishnamurthy |
48 |
Senior
Vice President and Chief People Officer |
Thuan
Pham |
52 |
Chief
Technology Officer |
Derek
Anthony West |
54 |
Chief
Legal Officer and Corporate Secretary |
Executive
Officers
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.
Thuan
Pham. Mr. Pham has served as our Chief Technology Officer since April 2013. Prior to joining Uber, Mr. Pham was Vice
President of R&D at VMware, Inc., a cloud computing and platform virtualization software and services company, from
December 2004 to April 2013.
Derek
Anthony West. Mr. West has served as our 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. |
40 2020 Proxy Statement
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, 2020 by: (i) each of our NEOs, (ii) each of our directors and nominees for director, (iii) all of 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) or 13(g) 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
Unless
otherwise indicated, the address for each beneficial owner listed in the table below is c/o Uber Technologies, Inc., 1455 Market
Street, 4th Floor, San Francisco, California 94103.
|
Shares Beneficially Owned |
Name
of Beneficial Owner |
|
Shares |
%
of Shares
Outstanding |
Directors
and Named Executive Officers: |
Dara
Khosrowshahi(1) |
|
693,113 |
* |
Nelson
Chai(2) |
|
56,381 |
* |
Jill
Hazelbaker(3) |
|
347,993 |
* |
Nikki
Krishnamurthy(4) |
|
33,015 |
* |
Thuan
Pham(5) |
|
5,226,295 |
* |
Manik
Gupta |
|
167,747 |
* |
Barney
Harford(6) |
|
330,538 |
* |
Ursula
Burns(7) |
|
134,662 |
* |
Garrett
Camp(8) |
|
69,549,053 |
4.03% |
Robert
Eckert |
|
— |
— |
Amanda
Ginsberg |
|
— |
— |
Wan
Ling Martello(9) |
|
47,690 |
* |
H.E.
Yasir Al-Rumayyan(10) |
|
72,963,030 |
4.23% |
Ronald
Sugar(11) |
|
143,012 |
* |
John
Thain(12) |
|
134,401 |
* |
David
Trujillo |
|
— |
— |
All
current directors and executive officers as a group (15 persons)(13) |
|
149,453,520 |
8.66% |
Greater
than 5% Stockholders: |
SB
Cayman 2 Ltd.(14) |
|
222,228,178 |
12.88% |
| * | Represents
beneficial ownership of less than 1%. |
| (1) | Consists
of (i) 393,113 shares of common stock held by Mr. Khosrowshahi and (ii) 300,000 shares
of common stock subject to options held by Mr. Khosrowshahi that are exercisable within
60 days of March 1, 2020. |
| (2) | Consists
of (i) 47,882 shares of common stock held by Mr. Chai and (ii) RSUs for 5,132 shares
of common stock for which the service-based vesting condition would be satisfied within
60 days of March 1, 2020. |
| (3) | Consists
of (i) 324,618 shares of common stock held by Ms. Hazelbaker and (ii) RSUs for 23,375
shares of common stock, for which the service-based vesting condition would be satisfied
within 60 days of March 1, 2020. 292,262 shares of common stock held by Ms. Hazelbaker
are pledged as collateral for a personal home construction loan as of March 1, 2020. |
2020 Proxy Statement 41
Executive Officers
| (4) | Consists
of (i) 21,419 shares of common stock held by Ms. Krishnamurthy and (ii) RSUs for 11,596
shares of common stock for which the service-based vesting condition would be satisfied
within 60 days of March 1, 2020. |
| (5) | Consists
of (i) 4,226,777 shares of common stock held by Mr. Pham, (ii) 470,367 shares held by
the Nicole Anhdao Pham Annuity Trust dated March 25, 2019, of which Mr. Pham is the trustee,
(iii) 470,367 shares held by the Thuan Quang Pham Annuity Trust dated March 25, 2019,
of which Mr. Pham is the trustee, and (iv) RSUs for 58,784 shares of common stock, for
which the service-based vesting condition would be satisfied within 60 days of March
1, 2020. |
| (6) | Consists
of (i) 172,138 shares of common stock and (ii) 158,400 shares of common stock subject
to options held by Mr. Harford that are exercisable within 60 days of March 1, 2020.
Such options were purchased by Mr. Harford after his employment with the Company had
terminated. |
| (7) | Consists
of (i) 11,148 shares of common stock held by Ms. Burns, (ii) 122,489 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, 2020. |
| (8) | Consists
of (i) 48,593,387 shares of common stock held by Expa-1, LLC, (ii) 7,523,999 shares of
common stock held by RMG 2018 Trust, (iii) 12,476,001 shares of common stock held by
RMG 2019 Trust and (iv) 955,666 shares of common stock held by Expa Holdings, Inc. Mr.
Camp serves as the sole manager of Expa-1, LLC and has sole voting and dispositive power
over the shares held by Expa-1, LLC. Mr. Camp serves as the sole officer of Expa Holdings,
Inc. and has sole voting and dispositive power over the shares held by Expa Holdings,
Inc. Mr. Camp serves as the sole trustee of RMG 2018 Trust and RMG 2019 Trust and has
sole voting and dispositive power over the shares held by RMG 2018 Trust and RMG 2019
Trust. |
| (9) | Consists
of (i) 46,665 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, 2020. |
| (10) | Consists
of (i) 122,489 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 managing
director 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. |
| (11) | Consists
of (i) 122,489 shares of common stock held by The Sugar Family Trust, of which Dr. Sugar
is the trustee, (ii) 17,675 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, 2020. |
| (12) | Consists
of (i) 133,376 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, 2020. |
| (13) | Consists
of (i) 149,040,707 shares of common stock held by all our current directors and executive
officers as a group, (ii) 300,000 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, 2020, and (iii) RSUs for 112,813 shares of common stock for which the
service-based vesting condition would be satisfied within 60 days of March 1, 2020. |
| (14) | Based
solely on a Schedule 13G filed February 14, 2020, (i) SB Cayman 2 holds 222,228,178 shares
of common stock, (ii) SB Cayman 2 is wholly-owned by SoftBank Vision Fund (AIV S1) LP,
a Delaware limited partnership (“Vision Fund”), (iii) 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. |
42 2020 Proxy Statement
Equity
Compensation Plan Information
We
currently maintain four equity compensation plans that provide for the issuance of shares of our common stock to our
officers and other employees, directors, and consultants: 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”), which have all been approved by stockholders. Following our
IPO, we have only issued awards under the 2019 Plan and the ESPP, and no additional awards will be granted under the 2010 and
2013 Plans.
The
following table shows information, as of December 31, 2019, regarding outstanding stock options, stock appreciation rights (“SARs”),
and restricted stock units (“RSUs”) as well as shares reserved for future issuance under the foregoing plans as of
December 31, 2019.
|
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 |
120,438,931 |
$9.81 |
182,137,540 |
| (1) | Consists
of the following: 3,881,243 shares subject to outstanding awards granted under the 2010
Plan, 94,269,435 shares subject to outstanding awards granted under the 2013 Plan, and
22,288,253 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. |
| (2) | The
weighted-average exercise price is calculated solely on the exercise prices of the outstanding
options and SARs and do not reflect the shares that will be issued upon the vesting of
outstanding awards of RSUs, which have no exercise price. |
| (3) | Consists
of 22,924,328 shares available under the ESPP and 159,213,212 shares available under
the 2019 Plan. The number of shares reserved for issuance under the ESPP and the 2019
Plan automatically increase 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 increase 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 increase 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. |
2020 Proxy Statement 43
Executive
Compensation
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 2019 compensation for our executive
officers should be read together with the compensation tables and related disclosures set forth 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.
Compensation
Discussion and Analysis
Executive
Summary
Our
mission is to ignite opportunity by setting the world in motion.
We
are a technology platform that uses a global network, leading technology, operational excellence, and product expertise to
power movement from point A to point B. We develop and operate proprietary technology applications supporting a variety of
offerings on our platform. We connect consumers with providers of ride services, restaurants and food delivery services,
public transportation networks, e-bikes, e-scooters, and other personal mobility options. We use this same network,
technology, operational excellence, and product expertise to connect shippers with carriers in the freight industry. We are
also developing technologies to provide autonomous driving vehicle solutions to consumers, networks of vertical take-off and
landing vehicles, and new solutions to solve everyday problems.
The
market in which we compete is constantly changing and being disrupted, which requires continuous innovation and agility
to remain competitive. Ensuring that we have strong, diverse talent with demonstrated ability to grow and scale is critical
to our mission and our ability to be successful and drive long-term stockholder value.
|
|
In
2017, 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 with world-class corporate governance.
Under the leadership of our senior management team, we have fundamentally reformed our culture by improving our internal
governance structure, strengthening our compliance program, embracing our new cultural norms, and rebuilding our
relationships with our partners. In May 2019, we completed our initial public offering (“IPO”) and listing on the
NYSE. In our first year as a publicly traded company, we continue to sharpen our focus on our executive compensation program
and continue to align our overall executive compensation philosophy and program with those of leading U.S.-based
publicly-traded companies, while retaining a necessary measure of flexibility to address appropriate individual
circumstances. |
44 2020 Proxy Statement
Executive Compensation
Key
2019 Financial Highlights
2019
was a significantly transformational year for Uber in which we achieved several notable milestones as we continue work towards
delivering against the commitments we made to our stockholders on our path to profitability. Certain key results 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 79 of this proxy statement and in our Annual Report on Form
10-K for the year ended December 31, 2019, which can be found at https://investor.uber.com/financials/default.aspx and on the
SEC’s website.
2019
Highlights |
|
✓
We crossed
the 100 million Monthly Active Platform Consumers (“MAPCs”) mark,
reaching 111 million in the fourth quarter, representing 22% growth year-over-year
(YoY) and 6.9 billion trips in 2019, representing 32% growth YoY.
✓
Total Gross Bookings (“GB”) of $65B,
representing 35% growth YoY*, with Q4 Rides and Eats growing 20% and 73% YoY*, respectively.
✓ Total
Revenue of $14.1B, representing 28% growth YoY*. |
|
✓
Total Adjusted Net Revenue
(“ANR”) of $12.9B, representing 28% growth YoY*. Take rates
in Q4 expanded over 200 bps and 300 bps YoY for Rides and Eats, respectively.
✓
Q4 Rides Segment Adjusted EBITDA of $742M covered Corporate
G&A and Platform R&D by $98M. |
*
Growth percentages for Gross Bookings, Revenue, and Adjusted Net Revenue reflected on a constant currency basis
Summary
of 2019 Results by Quarter
2020 Proxy Statement 45
Executive Compensation
2019 Named Executive Officers (“NEOs”):
Name |
Title |
Dara
Khosrowshahi |
Chief
Executive Officer and Director |
Nelson
Chai |
Chief
Financial Officer |
Jill
Hazelbaker |
Senior
Vice President, Marketing and Public Affairs |
Nikki
Krishnamurthy |
Senior
Vice President and Chief People Officer |
Thuan
Pham |
Chief
Technology Officer |
Additional
NEOs |
Barney
Harford(1) |
Former
Chief Operating Officer |
Manik
Gupta(2) |
Former
Chief Product Officer |
| (1) | Effective
July 31, 2019, Mr. Harford separated from Uber; however, since Mr. Harford’s compensation
exceeded that of the next most highly compensated NEO who remained employed by Uber as
of December 31, 2019, he is included as a NEO in this proxy statement. |
| (2) | Effective
December 13, 2019, Mr. Gupta stepped down from his role as Chief Product Officer; however,
since Mr. Gupta’s compensation exceeded that of the next most highly compensated
NEO who remained employed by Uber as of December 31, 2019, he is included as a NEO in
this proxy statement. |
CEO
Compensation
In
September 2017, as part of our effort to transform Uber from a founder-led, private company into a world class, highly regarded
publicly traded company, our board of directors appointed Dara Khosrowshahi as our Chief Executive Officer. Previously, he was
the Chief Executive Officer of Expedia Group, Inc., an online global travel services company with a market capitalization of over
$22 billion at the time of his departure. In order to incentivize Mr. Khosrowshahi to join Uber, and make up for his foregone
compensation opportunity with Expedia, the board approved a compensation package that included an option award and a sign-on RSU
award as part of his employment agreement. The board felt that these awards were necessary given the challenges that Uber faced
in 2017 and the critical role that he would play in Uber’s transformation plan.
The
option award was granted in September 2017, with 70% of the award being based on the achievement of a company equity
valuation of or exceeding $120 billion over 90 consecutive trading days, and the remaining 30% of the award vesting annually
over 5 years. The sign-on RSU award was designed as two grants of $27.5 million in RSUs made over a two year period, each of
which would vest one year from the grant date. The first grant was made in July of 2018, and the second grant was made in
July of 2019, both of which were subject to Mr. Khosrowshahi’s continued employment as CEO. This approach was
considered to be in the best interest of the Company and was designed to better align Mr. Khosrowshahi’s interests with
those of our stockholders.
46 2020 Proxy Statement
Executive Compensation
The
main components of Mr. Khosrowshahi’s annual target compensation have remained unchanged since he joined Uber in 2017, as
illustrated in the charts below.
*
The amounts reflect the full value of the Performance-based Equity on the date of grant, which differs from the accounting grant
date value. For more information, please refer to Notes 1, 2, and 4 under the Summary Compensation Table beginning on page 61
of this proxy statement.
Compensation
Structures and Incentive Program Links to Strategy
As
illustrated in the charts below, our primary focus in compensating executives is on the long-term elements of target total direct
compensation. Under the executive compensation program, over 90% of Mr. Khosrowshahi’s 2019 target total direct compensation
(excluding his sign-on RSU award) was variable and at risk, and on average, over 80% was variable and at risk for our other NEOs.
2020 Proxy Statement 47
Executive Compensation
The Compensation Committee
aims to align executive interests with long-term stockholder value creation and to link compensation to the key drivers of our
business. Annually, they review individual executive officer compensation, including our cash-based and equity-based incentive
compensation programs, to ensure that the interests of our senior management team continue to align with those of our stockholders.
Compensation
Type |
|
Objectives
&
Determination Factors |
Link
to Strategy &
Performance Alignment |
Base
Salary |
|
·
Based upon value in the marketplace and criticality of the role
·
Individual’s skills, experience, and performance |
·
Provides fixed source of compensation for day- to-day responsibilities |
Annual
Cash Bonus |
|
·
Provides variable compensation, while focusing executives on annual objectives that support Uber’s value creation
and long-term strategy
·
Target awards based on competitive marketplace, internal equity, and level of experience
·
Actual awards based on individual and company performance |
·
The Compensation Committee measures performance across various critical metrics that align with the interests of our
stockholders and other key stakeholders, including customers, employees, and communities in which we operate
2019
Performance was measured against the following:
1.
Key Financial Metrics:
Gross Bookings
Adjusted Net Revenue
Adjusted EBITDA
2.
Strategic Priorities:
Completing
Uber’s IPO
Executing
constructive M&A opportunities
Moving Uber’s big bets
3.
Company-wide Objectives:
Power
the Platform: Increase monthly active platform customers, and increase customer engagement
Stand
for Safety: Improve safety, and increase transparency
Global
Expansion: Unlock new countries and products, and identify additional opportunities for strategic transactions
Road
to Profitability: Improve unit economics and Adjusted EBITDA
One
Uber: Model and reinforce cultural norms (e.g., D&I)
Additionally,
the Committee also reviewed Individual Performance and Contributions |
48 2020 Proxy Statement
Executive Compensation
|
|
|
|
Equity
Incentives
·
Time-based RSUs
·
Performance-based RSUs
|
|
·
Encourages executive retention,
and reinforces the need for long-term sustained financial performance
·
Encourages equity ownership, and aligns the interests of executives and stockholders
·
Equity awards based on competitive marketplace, level of executive, internal equity, and performance of executive
|
·
Time-based RSUs generally
vest over 4 years, encouraging executive retention, and reinforcing commitment to our
long-term success
· Performance-based
RSUs are earned over a 3-year performance period. Actual earned performance-based RSUs are determined based on achievement of
the Compensation Committee approved financial and strategic metrics. Fiscal 2019’s performance-based RSUs were aligned
to:
o
Gross Bookings
o
Core Platform Contribution*
o
Adjusted EBITDA
o
D&I
|
| * | In
the third quarter of 2019, we changed the presentation of our reportable segments and
separated our Rides and Eats results. We also renamed the segment operating performance
measure Contribution to Segment Adjusted EBITDA. The previously reported Core Platform
Contribution profit (loss) equals the sum of the adjusted EBITDA results of the separate
Rides and Eats segments. |
Compensation
Philosophy, Objectives, & Governance
Philosophy. We
are focused on our mission of igniting opportunity by setting the world in motion. We operate in rapidly evolving and highly
competitive markets worldwide. To succeed in these environments and execute our strategy of building our platform, we
must increase the scale of our global network, continue to develop and update our technology, use our product expertise and
operational excellence, invest in new offerings on our platform, partner with other cities, and encourage our executives to
model and reinforce our cultural norms while successfully accomplishing our long-term strategic goals.
Objectives.
Our executive compensation program is designed to achieve the following objectives:
Attract
and retain a highly talented team of executives who possess and demonstrate strong leadership, exceptional followership, and world-class
management capabilities. |
|
Align
the executive officer’s incentives with Company performance and the interests of our stockholders. |
|
Reward
our executive officers for their performance and to motivate them to achieve the Company’s short- and long-term
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. |
Design.
The total compensation package for our executive officers consists primarily of a combination of base salary, annual bonuses,
and long-term 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 to achieving company and 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. As our operations continue to grow and become increasingly complex, we expect that our need to attract and
retain executive talent in competition with other leading publicly-traded companies will remain important.
Our
Compensation Committee plans to regularly evaluate our executive compensation philosophy and program. At a minimum, our Compensation
Committee will continue to review our executive compensation program on an annual basis and seek to align our overall executive
compensation philosophy and program with those of other leading U.S. publicly-traded companies, many of which have a global presence,
while retaining a necessary measure of flexibility to help us achieve our long-term strategic goals and to address appropriate
individual circumstances.
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.
2020 Proxy Statement 49
Executive Compensation
✓
What
We Do
· Maintain stock ownership guidelines for our executive officers and directors, including a rigorous 10x base salary requirement for the CEO
· Conduct a robust Annual Risk Assessment to ensure our compensation programs do not encourage excessive or inappropriate risk-taking
· Design our executive compensation program such that a significant portion of our compensation is at risk based on Uber’s performance, aligned to the interests of stockholders
· Employ a Clawback Policy applicable to our executive officers
· Engage an independent compensation consultant
· Review the peer group on an annual basis, which is used to inform compensation decisions
· Engage with stockholders
· Include
performance metrics tied to D&I and Safety, which support a strong culture and address the interests of a wide array of stakeholders |
✕
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
· Special benefit or retirement plans that are exclusive to the executive population
· Single-trigger acceleration following a change in control
· Excessive perquisites |
Compensation-Setting
Governance and Process
Our board of directors is responsible for overseeing
the activities of our Compensation Committee with respect to our executive compensation program, including reviewing recommendations
from our Compensation Committee as to the form and amount of compensation to be paid or awarded to our executive officers, approving
the execution of employment agreements with certain of our executive officers, and establishing the compensation package for our
Chief Executive Officer. The Compensation Committee, management, and our independent compensation consultants work closely in
managing our executive compensation program. A summary of each of their roles and responsibilities is reflected below:
Compensation
Committee |
·
Reviews and approves individual executive compensation decisions, including new hire packages and employment agreements
for new executive officers
·
Responsible for evaluating and managing our executive compensation philosophy and programs, overseeing decisions regarding
specific equity-based compensation plans, programs, and grants
·
Reviews, at least annually, the selection of companies in our peer group to determine the competitiveness of executive
officer and non-employee director compensation programs
·
Conducts annual reviews and approves (or, if applicable, makes recommendations to our board of directors regarding the
adoption and approval of) our cash-based and equity-based incentive compensation plans, programs, and arrangements for
our executive officers and non-employee directors
·
Oversees the annual review of the individual and corporate goals and objectives applicable to the compensation of our executive
officers |
Management |
Chief
Executive Officer
·
Reviews salary, bonuses, and other compensation for our executive officers (other than himself)
·
Determines performance goals and objectives, and negotiates new hire packages and employment agreements for new executive
officers
·
Reviews market data gathered by our compensation consultants, and Company operating data when making executive officer
compensation recommendations to our Compensation Committee |
50 2020 Proxy Statement
Executive Compensation
|
Chief
People Officer
·
Assists the Compensation Committee in fulfilling its responsibilities by providing advice on compensation best practices,
information regarding attrition and retention at Uber, as well as information regarding employee sentiment on such matters
and employee engagement
·
Attends meetings (or portions of meetings)
to present information and answer questions, while abstaining from the deliberations and final determination of the amounts and/or
the components of her own compensation |
Compensation
Consultants |
·
Assists in identifying external
candidates for vacant or new executive officer roles, negotiating new hire packages,
advising our board of directors, Compensation Committee, and Chief Executive Officer
with respect to the executive compensation market, and generally supporting the design
and operation of our executive compensation program
·
In 2019, 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
o
In 2019, Semler Brossy did not provide any services to us other than its services as the Compensation
Committee’s independent compensation consultant, and Semler Brossy did not receive any fees or compensation from
us other than the fee it received as an independent compensation consultant. The Compensation Committee confirmed that
Semler Brossy’s work for the Compensation Committee did not raise any conflicts of interest
·
In addition, the Compensation Committee engaged Jim Williams, an independent compensation advisor, to generally advise
the Committee regarding the Company’s executive compensation practices
o
In 2019, Mr. Williams did not provide any services to us other than his services as the Compensation
Committee’s independent compensation advisor, and Mr. Williams did not receive any fees or compensation from us
other than the fee he received as an independent compensation advisor
o
The Compensation Committee considered all relevant factors, specifically including the six advisor
independence factors under Rule 10C-1(b)(4) under the Exchange Act, in assessing whether Mr. Williams’ work for the Compensation
Committee in 2019 raised a conflict of interest. Upon completing this assessment, the Compensation Committee determined that no
such conflicts of interest have been raised |
The chart below describes the Compensation Committee’s
executive officer pay determination process:
January-March
Prior-year
Performance & Incentive Payouts:
·
Engage in robust discussions with management regarding both company-wide and individual executive performance for the
prior fiscal year
·
Approve executive officer incentive payouts based on the CEO’s review and recommendations, as well as approve the
CEO incentive payouts
Current-year
Compensation & Performance Goals:
·
Approve current-year equity annual budget, as well as company-wide and individual executive performance goals
·
Approve executive officer target compensation levels based on the CEO’s recommendations, as well as approve the
CEO’s target compensation |
September-October
· Review
and approve compensation consultant’s report of selected companies in recommended peer group to assess the
competitiveness of executive and Board of Director pay practices and prevalence
·
Review Management’s Compensation Risk Assessment Report (including both executive and broad-based programs)
·
Review compensation consultant’s report on executive compensation market trends and any updates on compensation
governance
|
|
March-December
·
Throughout the fiscal year, evaluate year-to-date performance against company-wide and individual goals and objectives
·
As needed, review and approve employment agreements, new hire packages, and any equity grants
·
Oversee decisions regarding specific equity-based compensation plans, programs, and grants
·
Evaluate company-wide attrition and job offer acceptance rates
·
Evaluate senior leadership and conduct succession planning |
2020 Proxy Statement 51
Executive Compensation
We
believe that our Compensation Committee’s focus on peer company practices as well as company-wide and individual performance
motivates our executive officers to achieve our strategic goals and aligns their interests with those of our stockholders. Our
Compensation Committee also considers a combination of the following factors when reviewing and approving executive compensation:
| · | the
criticality of each executive officer’s role to the Company; |
| · | the
achievement of predefined milestones; |
| · | tax
deductibility of compensation; |
| · | the
total compensation that may become payable to executive officers in various hypothetical scenarios; |
| · | the
pay mix between fixed pay (i.e., base pay) and at-risk incentives (i.e., annual bonuses and long-term incentives); |
| · | the
performance of our common stock; and |
| · | compensation
levels offered to executives employed by companies in our peer group. |
Creation of Our Peer Group of Companies and Use of Market
Compensation Data
Our
compensation consultants prepared a comparator group report for our Compensation Committee, which we refer to as the Peer Group
Report. The 2019 Peer Group Report recommended no changes to our existing peer group for purposes of evaluating executive officer
compensation in 2019. The peer group included other U.S.-based publicly traded and privately held companies in related industries
and prioritized companies that share similar business dynamics with us.
The following companies represent the peer
group we used in assessing compensation competitiveness for 2019:
|
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 talent competitors 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, it 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. We expect that our executive compensation program may change as our business and needs evolve, and as
we continue to align our overall executive compensation philosophy and program with those of other leading U.S. publicly-traded
companies. 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.
52 2020 Proxy Statement
Executive Compensation
2019
Executive Compensation Program Components
Employment
Agreements. Each NEO’s 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, in some cases, accelerated vesting
of equity awards and/or severance benefits upon a qualifying termination of employment. The key terms of employment with each
of our NEOs are described below, and any potential payments and benefits due upon a termination of employment or change in
control are described and quantified above in the section titled “—Potential Payments Upon Termination or Change
in Control.”
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 meaningful portion 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.
Initial
base salaries for our executive officers were established primarily based on individual negotiations with the executive officers
when they joined us. In determining compensation for our executive officers, we considered compensation opportunities that these
executive officers were foregoing from their prior employers, salaries |
|
provided
to executive officers in similar roles of our peer companies, each executive officer’s anticipated role criticality
relative to others at our company, and the determination by our Compensation Committee, Chief Executive Officer, and compensation
consultants of the essential need to attract and retain these executive officers.
Annual
Cash Bonus. Our executive annual cash bonus program creates a direct relationship between individual bonus amounts
and key business performance measures that align with the interests of our key stakeholders. Each year, the Compensation
Committee establishes a target bonus amount for each executive officer. The actual bonuses earned by each executive officer
are conditioned upon the achievement of certain individual and company-wide performance goals established by the Compensation
Committee, which may differ for each executive officer. Following the close of the fiscal year, the Compensation Committee
conducts a comprehensive review of the level of attainment of company-wide and individual performance goals and determines
the amount of bonus earned by each executive officer, subject to adjustment or elimination, if deemed appropriate at the
Compensation Committee’s discretion. This approach ensures comprehensive measurement of performance, which is critical
given the pace of change and the importance of innovation and agility in the market in which we operate.
In
determining the actual bonuses earned by each executive officer, the Compensation Committee assessed our Key Financial
Metrics and Strategic Priorities relative to our financial plan, long-term strategic plan, and external expectations. |
Key
Financial Metrics and Strategic Priorities
2020 Proxy Statement 53
Executive Compensation
In
addition to the above financial and strategic priorities, for fiscal 2019, the Compensation Committee established five Key Company-
wide Objectives, described in the table below. Performance against each of these priorities was assessed at the end of the year.
No specific weighting was assigned to any of these priorities, and in evaluating performance, the Compensation Committee considered
additional factors and/or gave greater or less weighting to specific factors.
|
Key Company-wide
Objectives |
Fiscal 2019 Results |
Power the Platform |
Invest in user growth,
cross-selling, and deepen our customer engagement. Key measures: MAPCs, percentage of cross-selling, trip growth, and average
billings per Rides consumer ("Rider") and Eats consumer ("Eater") |
·
Approximately 111M MAPCs (an increase of 22% YoY), with approximately 68% growth in cross platform
users
·
32% Trip growth year-over year
·
Improved our incremental billings per Rider and per Eater |
Stand for Safety |
Reduce safety incidents,
and increase transparency and trust in Uber's commitment to safety |
·
Publication of a first-of-its-kind U.S. Safety Report
·
Implemented several new safety features to our ridesharing app (e.g., In-App Emergency Button, rider's ability to report
incidents before the ride is over, and RideCheck - Uber’s ability to check in with Riders and Drivers)
·
73% of Riders and 81% of Drivers in our top five markets agree that “Uber is committed to Safety” |
Global Expansion
& the Road to a Billion |
Expand ridership by
gaining new users through low-cost products and sustainable shared rides, unlock new countries and products, and identify
additional opportunities for strategic transactions |
·
Expanded operations to more than 10,000 cities
·
159% YoY GB growth in our high priority markets (Argentina, Germany, Italy, Japan, South Korea, and Spain)
·
Acquired Careem, which will substantially expand our geographic footprint in the Middle East, and also announced an agreement
to acquire a majority ownership stake in Cornershop, which will increase our prominence in Latin America and in the grocery
delivery space
·
$1B investment into ATG from SoftBank, Toyota, and Denso |
Road to Profitability |
Increase usage of
premium product Gross Bookings, improve unit economics, and improve cost base leverage by reducing costs as a % of Gross Bookings |
·
Exited 2019 with 54% YoY growth in premium Gross Bookings in Q4 2019
·
Achieved our internal plan to improve our cost based leverage by reducing select fixed costs as a % of GB, and also improved
our unit economics by reducing select variable costs as a % of GB |
One Uber Culture |
Take bold bets on
our mission and our people. Increase employee engagement and diversity in both leadership and overall, and decrease voluntary
employee attrition |
·
Increased employee engagement, as measured through our company-wide Pulse Survey, to
69%, and reduced voluntary employee attrition to 13%
·
Increased percentage of women in leadership roles to 26% globally, and increased the percentage of employees with diverse
backgrounds to 10% in the U.S.
·
Received multiple awards recognizing our D&I efforts including a Best Place to Work by the Disability Equality Index,
recognition as a best practices company by the Bloomberg Gender Equality Index, and a Best Place to Work for LGBTQ by
the Human Rights Campaign |
54 2020 Proxy Statement
Executive Compensation
Lastly, the Compensation Committee considered each NEO’s
individual performance on functional goals and their contribution to the overall corporate outcome. Individual NEO performance
highlights are summarized below:
Individual NEO Performance Highlights
Dara
Khosrowshahi, Chief Executive Officer and Director
| · | Completed
one of the largest IPOs in history, raising $8.6B in proceeds (including the PayPal investment) |
| · | Led
constructive M&A, including the acquisition of Careem, a $1B investment into ATG, and the announcement of an agreement to
acquire a majority ownership stake in Cornershop |
| · | Oversaw
the pivot from top line growth to both top line growth and positive Adjusted EBITDA |
| · | Achieved
meaningful progress in moving Other Bets forward with Freight revenue reaching $731M in 2019 vs. $356M in 2018, ATG expanding
mapping and data collection efforts to five cities, our Elevate business establishing its NYC Uber Copter operations, and continued
to expand the reach of our New Mobility offerings |
| · | Continued
to lead a dramatic change in internal culture and external perception of the Company, particularly relating to our “We Do
the Right Thing” cultural norm and our priority to “Stand for Safety” |
| · | Oversaw
the development and publication of the first-of-its-kind Uber U.S. Safety Report |
Nelson
Chai, Chief Financial Officer
| · | Completed
one of the largest IPOs in history, raising $8.6B in proceeds (including the PayPal investment) |
| · | Effectively
pivoted from top line growth to both top line growth and pivot to positive Adjusted EBITDA |
| · | Led
a debt offering raising $1.2B |
| · | Led
constructive M&A, including the acquisition of Careem, a $1B investment into ATG, and the announcement of an agreement to
acquire a majority ownership stake in Cornershop |
| · | Significantly
strengthened the financial team and processes to achieve public company quality reporting and controls |
Jill
Hazelbaker, Senior Vice President, Marketing and Public Affairs
| · | In
addition to responsibilities for Uber’s policy and communications, took on Uber’s marketing organization responsibilities |
| · | Continued
to successfully leverage Uber’s brand recognition leading to either improved or maintained leadership positions in key Rides
and Eats markets |
| · | Took
an important lead in the development and publication of the first-of-its-kind Uber U.S. Safety Report |
Nikki
Krishnamurthy, Senior Vice President and Chief People Officer
| · | Executed
several complex, high impact organizational redesign initiatives to enable agility and better efficiency for the company |
| · | Led
our effort to take bold bets on our mission and people by increasing employee engagement by 6.4%, as measured through our company-wide
Pulse Survey, attracting new talent to Uber by increasing our headcount by 21%, flourishing talent mobility, and reducing voluntary
employee attrition to 13% |
| · | Continues
to lead the “One Uber Culture” and make progress on our effort to increase diversity in both leadership and overall
employee population by increasing the percentage of women in leadership roles to 26% globally, and increasing the percentage of
employees with diverse backgrounds to 10% in the U.S. |
Thuan
Pham, Chief Technology Officer
| · | Placed
key focus on operational excellence and product expertise, and continued to advance our leading technology utilized across all
segments |
| · | Exceeded
targets for both incremental billings and cost savings |
| · | Continued
to lay the foundation for back-end infrastructure for velocity and platforms |
| · | Provided
thought leadership and recruitment of world-class technical talent |
2020 Proxy Statement 55
Executive Compensation
Based
on the Compensation Committee’s evaluation of our overall fiscal 2019 financial performance, achievement of its key priorities,
and each NEO’s individual performance, fiscal 2019 annual incentive payouts for each NEO was as follows:
Name |
Target
Incentive |
FY19
Incentive Payout |
Dara
Khosrowshahi |
$ 2,000,000 |
$
2,000,000 |
Nelson
Chai |
$
800,000 |
$
1,200,000 |
Jill
Hazelbaker |
$ 450,000 |
$
1,000,000 |
Nikki
Krishnamurthy |
$
500,000 |
$
1,000,000 |
Thuan
Pham |
$ 375,000 |
$ 562,500 |
Barney
Harford(1) |
$ 583,333 |
$
583,333 |
Manik
Gupta(2) |
$ 375,000 |
$
0 |
| (1) | Effective
July 31, 2019, Mr. Harford separated from Uber. Per Mr. Harford’s separation agreement,
this is a prorated bonus based on time worked during the Plan Year that was reviewed
and approved by the Compensation Committee. |
| (2) | As
of December 13, 2019, Mr. Gupta stepped down from his role as Chief Product Officer;
effective January 10, 2020, Mr. Gupta terminated his employment with Uber and is not
eligible for the 2019 year-end bonus. |
Equity
Compensation. We have historically used equity incentives as a key component of our total compensation package for
executive officers. 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. Generally, the Compensation Committee reviews and approves annual equity awards for our NEOs in
January, and awards are granted in March. In determining the form, size, frequency, and material terms of executive equity
awards, our Compensation Committee customarily considered, among other things, each executive officer’s role
criticality relative to others at our company, company and individual performance, the equity awards provided to executive
officers in similar roles of our peer companies, and the determination of our Compensation Committee, Chief Executive
Officer, and compensation consultants of the essential need to retain these executive officers. In 2019, equity granted to
our NEOs generally consisted of time-based RSU grants and/or performance-based RSU grants, as follows:
Name |
Time-based |
Performance-based(1) |
Total
Equity |
Dara
Khosrowshahi |
$ 6,250,000 |
$ 6,250,000 |
$ 12,500,000 |
Nelson
Chai(2) |
|
— |
|
— |
— |
Jill
Hazelbaker(3) |
$ 8,000,000 |
|
— |
$ 8,000,000 |
Nikki
Krishnamurthy |
$ 1,500,000 |
$ 1,500,000 |
$ 3,000,000 |
Thuan
Pham |
$ 8,500,000 |
|
— |
$ 8,500,000 |
Barney
Harford(4) |
$ 3,125,000 |
$ 3,125,000 |
$ 6,250,000 |
Manik
Gupta |
$ 9,567,000 |
|
— |
$ 9,567,000 |
| (1) | Because
the accounting grant date for a performance-based equity award occurs when performance
targets are approved and the terms of the grant become certain, and we approve performance
targets in each of the fiscal years 2019, 2020, and 2021, performance-based equity values
in this column differ from what is included in the Summary Compensation Table. |
| (2) | Under
the terms of Mr. Chai’s employment agreement, he did not receive an equity award
in 2019. |
| (3) | Ms.
Hazelbaker received an annual equity grant of $3,000,000 in time-based RSUs. In addition,
as a result of taking on the additional responsibilities of Uber’s marketing organization,
she received a one-time grant of $5,000,000 in time-based RSUs. |
| (4) | Upon
Mr. Harford’s separation (effective July 31, 2019), the above equity grants were
forfeited. |
Time-based
RSU Grants. Time-based RSUs are granted to our executives in recognition of the prior year’s performance, as well as
to encourage retention, and to align equity ownership with our stockholders. RSUs granted in 2019 to our non-CEO NEOs (other than
Mr. Gupta) generally vest over four years, with the first tranche vesting after one year, and monthly thereafter. RSUs granted
in 2019 to Mr. Gupta were reflective of his new role as Chief Product Officer, as well as his annual equity grant, and vest monthly
over four years, with 10% in the first year, and 30% vesting in each of the remaining three years. Time-based RSUs granted in
2019 to the CEO vest 25% per year over four years.
56 2020 Proxy Statement
Executive Compensation
Performance-based
RSU Grants. Performance-based RSUs are granted to certain executive officers to drive the achievement of key financial,
operational, and strategic objectives, which aligns the interests of our executives and stockholders. These performance-based
RSUs vest, based on the achievement of specified targets, at the end of the three-year performance period, and the recipients
can only earn up to the target amount (i.e., 0-100%). The Compensation Committee approved the design illustrated below for
our executive performance- based equity. 25% of the award will be evaluated against three financial measures: Gross Bookings,
Core Platform Contribution, and Adjusted EBITDA for 2019 (the first measurement period within FY19-FY21), and 25% of the
award will be measured based on the performance of certain D&I measures over a single three-year performance period.
Following each measurement period within the three-year performance period, 0-100% of the RSUs associated with that
year’s performance will either be deemed eligible to vest, or be forfeited based on actual performance. RSUs deemed
eligible to vest, will vest at the end of the three-year performance period. 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. Targets for each fiscal year within the three-year performance period will be
established at the beginning of the fiscal year based on Board-approved financial plans and up-to-date market
conditions.
FY19-FY21
Performance-based RSU Design
We
do not disclose the actual targets pertaining to our performance equity program because we do not otherwise disclose this information,
and we believe it would cause competitive harm to do so in this proxy statement. Consistent with financial targets that are communicated
to stockholders, performance targets were set at levels necessary to drive stockholder value.
We
believe that the above mentioned non-GAAP financial measures are useful to investors both because they allow for greater transparency
with respect to key metrics used by management in its financial and operational decision-making and they are used by our institutional
investors and the analyst community to help them analyze the health of our business.
Additionally,
from our corporate offices to Drivers who use our platform across the globe, diversity is one of our greatest priorities. In connection
with this focus, we have incorporated D&I goals in the key metrics we use to evaluate the performance of our NEOs and to determine
executive compensation. These D&I key performance indicators include growth in the global percentage of women at Uber’s
manager level and above and growth in the percentage of U.S. underrepresented minority employees at the senior analyst level and
above.
Performance-based
RSU Results for FY19-FY21
Uber
is committed to continuing to work towards delivering against the commitments that we’ve made to our stockholders, and in
an effort to do so, for fiscal 2019 we set aggressive goals for our executives. Fiscal 2019 was a milestone year for Uber on many
levels. We surpassed our internal goals on both Core Platform Contribution, as well as Adjusted EBITDA, and although we achieved
$65 billion in Gross Bookings, up 35% year-over-year on a constant currency basis, we slightly missed our internal Gross Bookings
goal. As a result, a total of 84.4% out of 100% of the fiscal 2019 portion of the FY19-FY21 award becomes eligible to vest following
the three-year performance period, and the remainder is forfeited.
2020 Proxy Statement 57
Executive Compensation
|
|
|
|
|
|
|
FY19
Performance Measures and Results |
|
Summary
of Earned Performance-based RSUs |
Performance
Measures |
Results |
%
Earned(1) |
|
|
Khosrowshahi |
Krishnamurthy |
Gross
Bookings |
$65,001 |
53.3% |
|
FY19-FY21
Performance RSUs(2) |
146,990 |
35,278 |
Core
Platform Contribution |
$699 |
100% |
|
FY19
Measurement Period RSUs |
36,748 |
8,820 |
Adjusted
EBITDA |
($2,725) |
100% |
|
RSUs
earned(1) |
31,024 |
7,446 |
Total
% Earned |
|
84.4% |
|
RSUs
forfeited |
(5,723) |
(1,374) |
D&I: |
|
|
|
|
|
·
% of Women at L5 level and above |
Measured
at the end of the |
|
FY19-FY21
D&I Measure RSUs(3) |
36,748 |
8,820 |
· % of Underrepresented employees
at L4 level and above |
3-year performance period |
|
|
|
|
|
|
|
|
|
|
| (1) | Reflects
the number of performance-based RSUs determined to be eligible to vest following the
three-year performance period. |
| (2) | Performance
measurements for the remaining 50% of the FY19-FY21 performance RSUs will be determined
in each respective fiscal year. |
| (3) | Performance
of the D&I measure representing 25% of the FY19-FY21 performance RSUs will be determined
at the end of the three-year performance period. |
In
light of the COVID-19 pandemic, the Compensation Committee may reevaluate the performance goals and incentives associated with
our executive incentive program later in 2020 when more information regarding the impact of the pandemic is known. We will communicate
any material changes in accordance with applicable disclosure obligations.
Other
Benefits
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.
Security. Ensuring
the safety and security of our employees, including our executive officers, is highly important to us. We
provide business-related and personal security services, including certified protection officers, secure meeting spaces and
lodging, and residential security, to our executive officers as our security team deems necessary and appropriate. None of
these security related costs constitute taxable income for our executive officers. Although we view the security services
provided as necessary and appropriate business expenses, we have reported certain costs to the Company of these services in
the “All Other Compensation” column of the 2019 Summary Compensation Table below.
Use
of Aircraft and Cars. Our executive officers can charter aircraft for business purposes and limited personal travel,
and we also cover certain commuting and other personal transportation costs for our executive officers. These perquisites are
intended to minimize distractions, further ensure the safety of our executives, and enhance productivity while our executive
team pursues our mission of setting the world in motion through our products and technology. Any personal use of aircraft and
cars paid for by the Company is reported in the 2019 Summary Compensation Table below. |
|
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 2019 are reported in the 2019 Summary Compensation Table below.
Post-employment
Compensation. Prior to our IPO, in hiring our executives, we recognized that many of our desired candidates
were leaving the security of employment with companies where they had existing severance and change in control compensation
benefits. Accordingly, we sought to develop compensation packages that could attract the highest level of talented and
experienced executive officers while being sensitive to the need to integrate new executive officers into our existing
executive compensation structure. To achieve this balance, we approved severance benefits for certain NEOs in the event of
their involuntary terminations of employment, including in connection with a change in control.
In
March 2019, our Compensation Committee adopted our 2019 Executive Severance Plan (the “Executive Severance
Plan”). The Compensation Committee administers the Executive Severance Plan and designates employees who are eligible
to participate. Each of our executive officers is expected to participate in the Executive Severance Plan, in some cases with
modifications to address individual circumstances. If a participant in the Executive Severance Plan is terminated by us
without cause or resigns for good reason (each as defined in the Executive Severance Plan), and the participant executes and
does not revoke a release in our favor, the participant will be eligible for the following benefits (unless modified pursuant
to the participant’s employment or other participation agreement): |
58 2020 Proxy Statement
Executive Compensation
·
12 months (24 months for our Chief Executive Officer) of the participant’s then-current base salary and 100%
(200% for our Chief Executive Officer) of the participant’s then-current target bonus (payable in a lump sum if
the termination of employment occurs within one year after a change in control, and otherwise payable in equal installments
in accordance with our standard payroll procedures);
·
an additional lump sum cash payment equal to 12 times the monthly premiums for the health and dental benefit coverage
in effect immediately preceding the participant’s termination (or 18 months for our Chief Executive Officer if the
termination occurs during the 15-month period beginning three months before a change in control);
·
pro rata monthly vesting of service-based equity awards that would otherwise vest less frequently than monthly, for
the months that elapsed between the prior vest date and the participant’s termination; and
·
if the termination occurs during the 15-month period beginning three months before a change in control, all service-based
vesting conditions applicable to the participant’s equity awards lapse, and all performance-based vesting conditions
will be deemed satisfied at a level reasonably determined by the Compensation Committee based on actual performance as
of the date of the termination.
We
believe that these agreements 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. These arrangements similarly
support our executive officers in making “big bold bets” on transactions that maximize stockholder value, even
though they may result in a change in control and 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
were 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.
Other
Compensation Matters
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 to take excessive or inappropriate risks that would have a material adverse effect on the
Company.
Stock
Ownership Guidelines
In
an effort to align our directors’ and executive officers’ interests with those of our stockholders, we have
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 their annual base salaries, consisting of ten times annual base salary for our Chief Executive Officer and three
times annual base salary for our other executive officers.
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
Under
our clawback policy, which became effective upon the closing of our IPO, our board of directors may seek to recover equity
compensation from an executive officer awarded after the date of the policy in connection with a material breach by an
executive officer of restrictive covenants in agreements between us and the officer, or accounting restatements as a result
of material non- compliance with any financial reporting requirement as a result of the officer’s
misconduct. |
2020 Proxy Statement 59
Executive Compensation
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, but not limited to, its chief executive
officer, chief financial officer, and the next three highly compensated executive officers.
The regulations under Section 162(m) provide us, as a new publicly-traded company, transition
relief from the $1 million deduction limitation until our first stockholders meeting
at which directors are elected in the year that is three years following our IPO. Our
Compensation Committee will continue to monitor regulatory developments and consider
the potential effects of Section 162(m) of the Code on the deductibility of compensation
paid to our executives. Although our Compensation Committee is mindful of the benefits
of tax deductibility when determining executive compensation, we believe 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. As such, we have not adopted
a policy that requires that all compensation be deductible; however, we intend to continue
to compensate our executive officers in a manner that is fair, competitive, and in the
best interests of our company and our stockholders. |
|
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. |
Compensation
Committee Interlocks and Insider Participation
Aside
from Ryan Graves, who resigned from the Board effective May 27, 2019, none of the directors who are currently or who were
members of our Compensation Committee during 2019, 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 2019, 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 2019 Annual
Report on Form 10-K.
The
Compensation Committee
David Trujillo (Chair)
Wan
Ling Martello
Ronald Sugar
60 2020 Proxy Statement
Executive Compensation
Compensation
Tables
Summary
Compensation Table
Name |
|
|
Year |
|
|
|
Salary
($) |
|
|
|
Bonus
($) |
|
|
|
Stock
Awards
($)(1) |
|
|
|
Option
Awards
($) |
|
|
|
Non-Equity
Incentive Plan
Compensation
($) |
|
|
|
All
Other
Compensation
($) |
|
|
|
Total
($) |
|
Dara Khosrowshahi |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief
Executive Officer & Director |
|
|
2019 |
|
|
$ |
1,000,000 |
|
|
$ |
2,000,000 |
|
|
$ |
37,434,334 |
(2) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
1,993,899 |
(3) |
|
$ |
42,428,233 |
|
|
|
|
2018 |
|
|
$ |
1,000,000 |
|
|
$ |
2,000,000 |
|
|
$ |
40,133,692 |
(2)(4) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
2,197,010 |
(5) |
|
$ |
45,330,702 |
|
Nelson Chai |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial
Officer |
|
|
2019 |
|
|
$ |
800,000 |
|
|
$ |
1,200,000 |
|
|
$ |
0 |
(6) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
484,796 |
(7) |
|
$ |
2,484,796 |
|
|
|
|
2018 |
|
|
$ |
250,000 |
(8) |
|
$ |
429,589 |
(8) |
|
$ |
17,763,517 |
|
|
$ |
9,225,000 |
|
|
$ |
0 |
|
|
$ |
285,824 |
(9) |
|
$ |
27,953,930 |
|
Jill Hazelbaker |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SVP, Marketing
and Public Affairs |
|
|
2019 |
|
|
$ |
1,500,002 |
|
|
$ |
1,000,000 |
|
|
$ |
8,002,285 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
10,502,287 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thuan Pham |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Technology
Officer |
|
|
2019 |
|
|
$ |
491,667 |
|
|
$ |
562,500 |
|
|
$ |
8,499,961 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
9,554,127 |
|
|
|
|
2018 |
|
|
$ |
416,667 |
(10) |
|
$ |
825,000 |
(11) |
|
$ |
7,499,979 |
|
|
$ |
3,930,000 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
12,671,646 |
|
Nikki Krishnamurthy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SVP & Chief
People Officer |
|
|
2019 |
|
|
$ |
500,000 |
|
|
$ |
1,000,000 |
|
|
$ |
2,381,220 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
302,062 |
(12) |
|
$ |
4,183,282 |
|
|
|
|
2018 |
|
|
$ |
125,000 |
|
|
$ |
252,055 |
|
|
$ |
5,573,222 |
|
|
$ |
3,658,000 |
|
|
$ |
0 |
|
|
$ |
74,177 |
(13) |
|
$ |
9,682,454 |
|
Barney Harford |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Former Chief
Operating Officer |
|
|
2019 |
|
|
$ |
291,667 |
(14) |
|
$ |
583,333 |
(14) |
|
$ |
4,960,845 |
(15) |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
1,771,892 |
(16) |
|
$ |
7,607,737 |
|
|
|
|
2018 |
|
|
$ |
500,000 |
|
|
$ |
1,000,000 |
|
|
$ |
26,272,355 |
|
|
$ |
19,581,250 |
|
|
$ |
0 |
|
|
$ |
260,720 |
(17) |
|
$ |
47,614,325 |
|
Manik Gupta |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Former Chief
Product Officer |
|
|
2019 |
|
|
$ |
500,000 |
|
|
$ |
0 |
|
|
$ |
9,567,000 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
127 |
(18) |
|
$ |
10,067,127 |
|
| (1) | Except
as described in Notes 2 and 4, 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 performance- based RSU awards contain performance
targets that are approved at the beginning of our 2019, 2020, and 2021 fiscal years based
on up-to-date market conditions, for those awards the values in this column include the
following for 2019: 50% of the total 2019 performance-based RSUs (i.e., 25% representing
the 2019 targets approved for Gross Bookings, Core Platform Contribution, and Adjusted
EBITDA, and 25% representing the D&I goals approved for 2019- 2021). We expect to
include the value of the remaining 50% of the 2019 performance-based RSUs in the Summary
Compensation Tables in 2020 (for 25% of the award) and in 2021 (for 25% of the award)
following the approval of 2020 and 2021 targets. For more information regarding the assumptions
we used to calculate the grant date fair values for RSUs and performance-based RSUs,
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, 2019. |
| (2) | 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, 2019” table below. |
2020 Proxy Statement 60
Executive Compensation
| (3) | Includes
reimbursements for relocation expenses in the amount of $2,633, a related tax gross-up
payment of $2,016, and a premium of $127 for long-term disability insurance. Also includes
costs incurred for Mr. Khosrowshahi’s security and personal safety, including $1,392,569
for costs we incurred related to Mr. Khosrowshahi’s business and personal travel
in Uber-provided vehicles and $596,554 in business and personal security costs for Mr.
Khosrowshahi, including the installation and maintenance of required security measures
for Mr. Khosrowshahi’s personal residences. |
| (4) | 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, the
full award value is reported in this table in 2018 when the award was legally granted
(May 8, 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, 2019” table below. |
| (5) | Includes
reimbursements for relocation expenses, temporary housing costs, and commuting expenses
in the amount of $89,000, plus a related tax gross- up payment of $98,357. Also includes
a premium of $127 for long-term disability insurance, business and personal security
costs for Mr. Khosrowshahi in the aggregate amount of $2,009,526, and de minimis amounts
for his personal travel on charter flights. |
| (6) | Consistent
with the terms of Mr. Chai’s employment agreement, he did not receive an equity
award in 2019. |
| (7) | Includes
reimbursements for temporary housing costs and commuting expenses in the amount of $181,246,
plus a related tax gross-up payment of $165,667. Also includes $137,882 in business and
personal security expenses. |
| (8) | Mr.
Chai was appointed as our Chief Financial Officer in September 2018. Accordingly, his
salary and bonus reflect prorated amounts for 2018. |
| (9) | Includes
reimbursements for temporary housing costs and commuting expenses in the amount of $123,387,
plus a related tax gross-up payment of $144,729. Also includes $17,708 in business and
personal security expenses. |
| (10) | Amount
reflects an annual salary of $250,000 through February 28, 2018 and of $450,000 commencing
March 1, 2018. |
| (11) | Includes
$150,000 representing a retention bonus approved by our Compensation Committee in 2017. |
| (12) | Includes
reimbursements for relocation expenses, temporary housing costs, and commuting expenses
in the amount of $165,554, plus a related tax gross-up payment of $136,509. |
| (13) | Includes
reimbursements for relocation expenses, temporary housing costs, and commuting expenses
in the amount of $34,136, plus a related tax gross-up payment of $40,041. |
| (14) | Effective
July 31, 2019, Mr. Harford separated from Uber. As such, his salary and bonus reflect
prorated amounts for 2019. |
| (15) | Upon
Mr. Harford’s separation the above equity grant was forfeited. |
| (16) | Includes
reimbursements for temporary housing costs in the amount of $4,465, plus a related tax
gross-up payment of $2,927, and $39,500 in business and personal security expenses. Also
includes 10 months of his 12 month cash severance in the amount of $625,000 and supplemental
benefits in the amount of $1,000,000. |
| (17) | Includes
a reimbursement for temporary housing costs in the amount of $40,236, plus a related
tax gross-up payment of $31,347. Also includes $189,137 in business and personal security
expenses. |
| (18) | Includes
a premium of $127 for long-term disability insurance. |
62 2020 Proxy Statement
Executive Compensation
Grants
of Plan-Based Awards Table
The
following table shows all plan-based awards granted to our NEOs during 2019. The equity awards granted during 2019 identified
in the table below are also reported below in “—Outstanding Equity Awards as of December 31, 2019.” For additional
information regarding incentive plan awards, please refer to “—Employee Benefits and Stock Plans” below.
|
|
|
|
|
Estimated
Future Payouts
Under Non-
Equity
Incentive
Plan Awards |
|
Estimated
Future
Payouts Under Equity
Incentive Plan Awards(2) |
|
All Other
Stock Awards:
Number
of
Shares of
Stock or Units
(#) |
|
Grant
Date
Fair Value
of Stock
and Option
Awards ($)(3) |
|
Name |
Grant
Date(1) |
|
Approval
Date |
|
Target
($) |
|
Threshold
(#) |
Target
(#) |
|
|
Dara Khosrowshahi |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
2/24/2019 |
|
2,000,000 |
|
|
|
|
|
|
|
|
|
7/22/2019 |
|
— |
|
|
|
|
|
|
629,722 |
|
$27,512,554 |
(4) |
|
4/14/2019 |
|
2/24/2019 |
|
|
|
— |
— |
|
146,989 |
|
$ 6,614,505 |
|
|
4/14/2019 |
|
2/24/2019 |
|
|
|
18,374 |
73,495 |
|
— |
|
$ 3,307,275 |
|
Nelson Chai |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
— |
|
|
|
— |
— |
|
— |
|
$ 0 |
|
|
— |
|
— |
|
|
|
— |
— |
|
— |
|
$ 0 |
|
Jill Hazelbaker |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2019 |
|
1/28/2019 |
|
|
|
— |
— |
|
70,555 |
|
$ 2,999,999 |
|
|
8/1/2019 |
|
7/22/2019 |
|
|
|
— |
— |
|
114,495 |
|
$ 5,002,287 |
|
Thuan Pham |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/1/2019 |
|
1/28/2019 |
|
|
|
— |
— |
|
199,905 |
|
$ 8,499,961 |
|
Nikki Krishnamurthy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/14/2019 |
|
1/28/2019 |
|
|
|
— |
— |
|
35,277 |
|
$ 1,587,465 |
|
|
4/14/2019 |
|
1/28/2019 |
|
|
|
4,410 |
17,639 |
|
— |
|
$ 793,755 |
|
Manik Gupta |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1/28/2019 |
|
— |
|
|
|
— |
— |
|
225,000 |
|
$ 9,567,000 |
|
Barney Harford |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4/14/2019 |
|
1/28/2019 |
|
|
|
— |
— |
|
73,494 |
|
$ 3,307,230 |
|
|
4/14/2019 |
|
1/28/2019 |
|
|
|
9,187 |
36,747 |
|
— |
|
$ 1,653,615 |
|
| (1) | The
vesting schedule applicable to each award is set forth in the “—Outstanding
Equity Awards as of December 31, 2019” table. |
| (2) | Except
where indicated, there are no threshold levels applicable to our equity incentive plan
awards listed in this table, and none of our equity incentive plan awards contain maximum
levels. |
| (3) | Except
as described in Note 4, the reported amounts reflect the grant date fair value of shares
underlying stock awards and stock options, 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 performance-based RSU awards contain
performance targets that are approved at the beginning of our 2019, 2020, and 2021 fiscal
years based on up-to-date market conditions, for those awards the values in this table
include the following for 2019: 50% of the total 2019 performance- based RSUs (i.e.,
25% representing the 2019 targets approved for Gross Bookings, Core Platform Contribution,
and Adjusted EBITDA, and 25% representing the D&I goals approved for 2019-2021). |
| (4) | 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 the second portion of his sign-on RSUs was determined
and the RSUs were legally granted (July 22, 2019), the amount reported for that award
in 2019 is the fair value of the RSUs on the legal grant date. |
2020 Proxy Statement 63
Executive Compensation
Outstanding
Equity Awards as of December 31, 2019
The
following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2019.
|
|
|
Option
Awards |
|
Stock
Awards |
Name |
Grant
Date |
Approval
Date |
Number
of
Securities
Underlying
Unexercised
Options
Exercisable
(#) |
Number
of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) |
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#) |
|
Option
Exercise
Price ($) |
|
Option
Expiration
Date |
|
Number
of
Shares or
Units of
Stock That
Have
Not
Vested (#) |
|
Market
Value of
Shares
or Units
of Stock
That
Have Not
Vested ($)(1) |
Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#) |
|
Equity
Incentive Plan
Awards
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)(1) |
Dara
Khosrowshahi |
9/5/2017 |
5/8/2018 |
— |
— |
|
1,750,000 |
(2) |
$
33.65 |
(3) |
9/4/2024 |
|
— |
|
— |
— |
|
— |
9/5/2017 |
5/8/2018 |
300,000 |
450,000 |
(4) |
— |
|
$
33.65 |
(3) |
9/4/2024 |
|
— |
|
— |
— |
|
— |
|
5/8/2018 |
|
— |
— |
|
— |
|
— |
|
— |
|
139,302 |
(5) |
$ |
4,142,841 |
— |
|
— |
|
5/8/2018 |
|
— |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
185,735 |
(6) |
$ |
5,523,759 |
|
4/14/2019 |
|
2/24/2019 |
— |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
73,495 |
(7) |
$ |
2,185,741 |
|
4/14/2019 |
|
2/24/2019 |
— |
— |
|
— |
|
— |
|
— |
|
146,989 |
(8) |
$ |
4,371,453 |
— |
|
— |
|
7/22/2019 |
(9) |
— |
— |
|
— |
|
— |
|
— |
|
629,722 |
(10) |
$ |
18,727,932 |
— |
|
— |
Nelson
Chai |
9/10/2018 |
8/29/2018 |
— |
— |
|
500,000 |
(11) |
$
40.60 |
|
9/9/2028 |
|
— |
|
— |
— |
|
— |
|
9/10/2018 |
8/29/2018 |
— |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
246,305 |
(12) |
$ |
7,325,111 |
|
9/10/2018 |
8/29/2018 |
— |
— |
|
— |
|
— |
|
— |
|
169,335 |
(13) |
$ |
5,036,023 |
— |
|
— |
Jill
Hazelbaker |
3/14/2017 |
|
— |
— |
|
— |
|
— |
|
— |
|
4,238 |
(14) |
$ |
126,038 |
— |
|
— |
|
5/4/2017 |
|
— |
— |
|
— |
|
— |
|
— |
|
20,504 |
(15) |
$ |
609,789 |
— |
|
— |
|
3/21/2018 |
|
— |
— |
|
— |
|
— |
|
— |
|
41,790 |
(15) |
$ |
1,242,835 |
— |
|
— |
|
3/1/2019 |
1/28/2019 |
— |
— |
|
— |
|
— |
|
— |
|
70,555 |
(16) |
$ |
2,098,306 |
— |
|
— |
|
8/1/2019 |
7/22/2019 |
— |
— |
|
— |
|
— |
|
— |
|
114,495 |
(17) |
$ |
3,405,081 |
— |
|
— |
Thuan
Pham |
3/21/2018 |
|
— |
— |
|
— |
|
— |
|
— |
|
125,371 |
(18) |
$ |
3,728,534 |
— |
|
— |
|
3/21/2018 |
|
— |
— |
|
250,000 |
(19) |
$
33.65 |
|
3/20/2028 |
|
— |
|
— |
— |
|
— |
|
3/1/2019 |
1/28/2019 |
— |
— |
|
— |
|
— |
|
— |
|
199,905 |
(20) |
$ |
5,945,175 |
— |
|
— |
Nikki
Krishnamurthy |
10/29/2018 |
|
— |
— |
|
— |
|
— |
|
— |
|
69,410 |
(21) |
$ |
2,064,253 |
— |
|
|
10/29/2018 |
|
— |
— |
|
— |
|
— |
|
— |
|
— |
|
— |
48,955 |
(22) |
$ |
1,457,111 |
|
10/29/2018 |
|
— |
— |
|
200,000 |
(23) |
$
40.82 |
|
10/28/2028 |
|
— |
|
— |
— |
|
— |
|
4/14/2019 |
1/28/2019 |
— |
— |
|
— |
|
— |
|
— |
|
35,227 |
(24) |
$ |
1,049,138 |
— |
|
— |
|
4/14/2019 |
1/28/2019 |
— |
— |
|
— |
|
|
|
|
|
— |
|
— |
17,639 |
(25) |
$ |
524,584 |
Manik
Gupta |
3/14/2017 |
|
— |
— |
|
— |
|
— |
|
— |
|
957 |
(26) |
$ |
28,461 |
— |
|
— |
|
5/8/2018 |
|
— |
— |
|
— |
|
|
|
|
|
112,500 |
(27) |
$ |
3,345,750 |
— |
|
— |
|
1/28/2019 |
|
— |
— |
|
— |
|
— |
|
— |
|
196,875 |
(28) |
$ |
5,855,063 |
— |
|
— |
| (1) | The
market value is based on the closing price of our common stock on December 31, 2019 of
$29.74 per share. |
| (2) | 20%
of these options vest annually commencing on September 5, 2018, provided that Mr. Khosrowshahi
remains in continuous service with us, and subject to the occurrence of the earlier of
(i) the effectiveness of a change in control transaction with acquisition proceeds of
at least $120 billion or (ii) the consummation of an offering and 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. |
| (3) | On
May 8, 2018, we repriced this option grant to shorten the term from 10 years to seven
years and to reduce the exercise price from $41.65 per share to $33.65 per share. The
fair value of the option grant did not materially change as a result of this repricing. |
| (4) | 20%
of these options vest annually commencing on September 5, 2018, provided that Mr. Khosrowshahi
remains in continuous service with us as our Chief Executive Officer. |
| (5) | RSUs
vest 50% on each of January 1, 2020 and January 1, 2021, provided that Mr. Khosrowshahi
remains in continuous service as our Chief Executive Officer, or subject to the occurrence
of a change in control (as defined in his employment agreement). |
64 2020 Proxy Statement
Executive Compensation
| (6) | These
RSUs vest on March 21, 2021 in amounts based on our and Mr. Khosrowshahi’s performance
between January 1, 2018 and December 31, 2020 as determined by metrics including our
revenue growth, improvements in our safety record, and the occurrence of our IPO, provided
that Mr. Khosrowshahi remains in continuous service as our Chief Executive Officer, and
subject to the earlier to occur of a change in control (as defined in his employment
agreement). Notwithstanding the foregoing, 100% of these RSUs vest 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. |
| (7) | These
RSUs vest on March 16, 2022 in amounts based on our and Mr. Khosrowshahi’s performance
between January 1, 2019 and December 31, 2021 as determined by metrics including Gross
Bookings, Core Platform Contributions, Adjusted EBITDA, and D&I, provided that Mr.
Khosrowshahi remains in continuous service with us. Based on actual performance in 2019,
5,723 of these RSUs were forfeited in 2020. |
| (8) | 25%
of these RSUs vest annually commencing on March 1, 2019, provided that Mr. Khosrowshahi
remains in continuous service as our Chief Executive Officer. |
| (9) | 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 that the number of RSUs in
the second portion of his sign-on award was determined and the RSUs were legally granted
on July 22, 2019, and to align with disclosure of this award in other tables, the award
is identified in this table by the legal grant date. |
| (10) | 100%
of these RSUs vest on the earliest of (i) July 1, 2020, (ii) termination of Mr. Khosrowshahi’s
employment by us for no cause or by him for good reason, and (iii) immediately prior
to the closing of a change in control, in each case provided that Mr. Khosrowshahi remains
in continuous service as our Chief Executive Officer until such date. These RSUs are
not transferable for one year (unless Mr. Khosrowshahi’s employment is terminated
by him for good reason or by us without cause, each as defined in his employment agreement). |
| (11) | 20%
of these options vest annually commencing on September 10, 2019, provided that Mr. Chai
remains in continuous service with us, and subject to the occurrence of the earlier of
(i) the effectiveness of a change in control transaction with acquisition proceeds of
at least $120 billion or (ii) 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. |
| (12) | Provided
Mr. Chai remains employed with us as of September 10, 2021, 50% of these RSUs vest upon
our achievement over a 90 consecutive day trading period of a fully-diluted equity value
of $100 billion and (ii) provided Mr. Chai remains employed with us as of September 10,
2022, the remaining 50% vest upon our achievement over a 90 consecutive day trading period
of a fully-diluted equity value of $120 billion, in each case (a) based on the average
closing price of our common stock during such period, (b) irrespective of whether Mr.
Chai remains in continuous service with us upon such achievement and (c) provided such
achievement occurs prior to September 9, 2025. |
| (13) | 1/48
of these RSUs vest monthly, provided that Mr. Chai remains in continuous service with
us. |
| (14) | 1/36
of these RSUs vest monthly, provided that Ms. Hazelbaker remains in continuous service
with us. |
| (15) | 1/48
of these RSUs vest monthly, provided that Ms. Hazelbaker remains in continuous service
with us. |
| (16) | 25%
of these RSUs vest on March 16, 2020, and 1/48 monthly thereafter, provided that Ms.
Hazelbaker remains in continuous service with us. |
| (17) | 10%
of these RSUs vest on July 16, 2020, and 1/40 monthly thereafter, provided that Ms. Hazelbaker
remains in continuous service with us. |
| (18) | 1/48
of these RSUs vest monthly, provided that Mr. Pham remains in continuous service with
us. |
| (19) | 20%
of these options vest annually commencing on March 1, 2019, provided that Mr. Pham remains
in continuous service with us, and subject to the occurrence of the earlier of (i) the
effectiveness of a change in control transaction with acquisition proceeds of at least
$120 billion or (ii) 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. |
| (20) | 25%
of these RSUs vest on March 16, 2020, and 1/48 monthly thereafter, provided Mr. Pham
remains in continuous service with us. |
| (21) | 1/48
of these RSUs vest monthly, provided that Ms. Krishnamurthy remains in continuous service
with us. |
| (22) | Provided
Ms. Krishnamurthy remains employed with us as of October 1, 2021, 50% of these RSUs vest
upon our achievement over a 90 consecutive day trading period of a fully-diluted equity
value of $100 billion and (ii) provided Ms. Krishnamurthy remains employed with us as
of October 1, 2022, the remaining 50% vest upon our achievement over a 90 consecutive
day trading period of a fully-diluted equity value of $120 billion, in each case (a)
based on the average closing price of our common stock during such period, (b) irrespective
of whether Ms. Krishnamurthy remains in continuous service with us upon such achievement
and (c) provided such achievement occurs prior to October 29, 2025. |
| (23) | 20%
of these options vest annually commencing on October 1, 2019, provided that Ms. Krishnamurthy
remains in continuous service with us, and subject to the occurrence of the earlier of
(i) the effectiveness of a change in control transaction with acquisition proceeds of
at least $120 billion or (ii) our achievement over a 90 consecutive day trading period
of a fully-diluted equity value of $120 billion based on the average closing price of
our common stock during such period. |
| (24) | 25%
of these RSUs vest on March 16, 2020, and 1/48 monthly thereafter, provided Ms. Krishnamurthy
remains in continuous service with us. |
| (25) | These
RSUs will vest on March 16, 2022 in amounts based on Ms. Krishnamurthy’s performance
between January 1, 2019 and December 31, 2021 as determined by metrics including Gross
Bookings, Core Platform Contributions, Adjusted EBITDA, and D&I, provided that Ms.
Krishnamurthy remains in continuous service with us. Based on actual performance in 2019,
1,374 of these RSUs were forfeited in 2020. |
| (26) | 1/36
of these RSUs vest monthly, had Mr. Gupta remained in continuous service with us. |
| (27) | 1/48
of these RSUs vest monthly, had Mr. Gupta remained in continuous service with us. |
| (28) | 1/120
of these RSUs vest monthly commencing on November 1, 2018. and 1/40 monthly commencing
on November 2, 2019 , had Mr. Gupta remained in continuous service with us. |
2020 Proxy Statement 65
Executive Compensation
Stock
Option Exercises and Stock Vested During 2019
The
following table shows information regarding options that were exercised by our NEOs during 2019 and each vesting of stock during
fiscal year 2019.
|
Stock Awards |
Name |
Number
of Shares
Acquired on Vesting
(#) |
Value
Realized on
Vesting ($)(1) |
Dara
Khosrowshahi |
723,773 |
$ 32,075,328 |
Nelson
Chai |
76,970 |
$
2,467,965 |
Jill
Hazelbaker |
629,589 |
$ 27,507,944 |
Thuan
Q Pham |
270,219 |
$
11,851,899 |
Nikki
Krishnamurthy |
28,581 |
$ 838,586 |
Barney
Harford |
182,600 |
$
7,285,295 |
Manik
Gupta |
296,927 |
$ 12,673,260 |
| (1) | Reflects
the closing price of our common stock on the vesting date multiplied by the number of
shares vested. |
Pension
Benefits
Our
NEOs did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during 2019.
Nonqualified
Deferred Compensation
Our
NEOs did not participate in, or earn any benefits under, a nonqualified deferred compensation plan sponsored by us during 2019.
Potential
Payments Upon Termination or Change in Control
The
following table quantifies the amount of cash payments and the value of any equity acceleration our NEOs would have received
in connection with certain terminations of employment or in connection with a change in control as if such termination of
employment or change in control had occurred on December 31, 2019. The benefits reflected in the table below are based on our
Executive Severance Plan, which became effective in connection with our IPO, as well as grandfathered severance provisions
documented in amended employment agreements we entered into with certain NEOs. For purposes of the descriptions below, the
“change in control period” generally means the period beginning three months before and ending twelve months
following a change in control transaction, but in some cases excludes the three months prior to such event. In order to
receive the severance benefits described below, each executive is required to enter into an effective release of claims
against us. Additional information regarding our employment agreements for our NEOs and our Executive Severance Plan is
contained in our Compensation Discussion and Analysis under the headings “Employment Agreements” and “Post-
employment Compensation.”
66 2020 Proxy Statement
Executive Compensation
Name |
Termination
or Change
in Control Event |
Salary
($) |
Bonus
($) |
Continued
Benefits
($) |
Other
Supplemental
Benefit ($) |
Equity
Acceleration
($)(1) |
Total
($) |
Dara
Khosrowshahi(2) |
Involuntary
termination (non-CIC) |
$ 2,000,000 |
$ 4,000,000 |
$
17,350 |
$
0 |
$ 18,727,932 |
$
24,745,282 |
|
Involuntary
termination upon a change in control |
$ 2,000,000 |
$ 4,000,000 |
$ 34,700 |
$
0 |
$ 27,242,227 |
$
33,276,927 |
|
Employment
continues upon a change in control |
$
0 |
$
0 |
$
0 |
$
0 |
$ 27,242,227 |
$
27,242,227 |
Nelson
Chai(3) |
Involuntary
termination (non-CIC) |
$
800,000 |
$
800,000 |
$
0 |
$
0 |
$
1,831,300 |
$
3,431,300 |
|
Involuntary
termination upon a change in control |
$
800,000 |
$
800,000 |
$
0 |
$
0 |
$
5,036,023 |
$
6,636,023 |
|
Employment
continues upon a change in control |
$
0 |
$
0 |
$
0 |
$
0 |
$
5,036,023 |
$
5,036,023 |
Jill
Hazelbaker(4) |
Involuntary
termination (non-CIC) |
$ 1,500,000 |
$
450,000 |
$
18,507 |
$
0 |
$
579,008 |
$
2,547,515 |
|
Involuntary
termination upon a change in control |
$
1,500,000 |
$
450,000 |
$
18,507 |
$
0 |
$
7,482,049 |
$
9,450,556 |
Thuan
Pham(4) |
Involuntary
termination (non-CIC) |
$
500,000 |
$
375,000 |
$
17,357 |
$
0 |
$
1,238,552 |
$
2,130,909 |
|
Involuntary
termination
upon
a change in control |
$ 500,000 |
$
375,000 |
$
17,357 |
$
0 |
$
9,673,708 |
$ 10,566,066 |
Nikki
Krishnamurthy(5) |
Involuntary
termination (non-CIC) |
$
500,000 |
$
500,000 |
$
16,924 |
$
0 |
$
1,187,548 |
$
2,204,472 |
|
Involuntary
termination upon a change in control |
$
500,000 |
$
500,000 |
$
16,924 |
$
0 |
$
3,113,391 |
$
4,130,315 |
Manik
Gupta(6) |
Involuntary
termination (non-CIC) |
$
500,000 |
$
375,000 |
$
0 |
$
0 |
$
3,814,125 |
$
4,689,125 |
|
Involuntary
termination upon a change in control |
$
500,000 |
$
375,000 |
$
0 |
$
0 |
$
3,814,125 |
$
4,689,125 |
Barney
Harford(7) |
Involuntary
termination (non-CIC) |
$
500,000 |
$
1,000,000 |
$
0 |
$ 1,100,000 |
$
3,130,749 |
$
5,730,749 |
| (1) | Value
of equity accelerations is calculated based on the $29.74 closing price of Uber stock
on December 31, 2019, unless otherwise noted below. |
| (2) | As
defined in Mr. Khosrowshahi’s grandfathered severance provisions, upon termination
of his employment by us without cause or by him for good reason, he would receive 24
months of his current base salary and 200% of his target bonus for the current fiscal
year (payable in equal installments in accordance with our standard payroll procedures),
cash payments equivalent to the cost of continued health and welfare benefits for up
to 12 months following his termination, accelerated vesting of all service-based vesting
conditions applicable to his RSUs that were granted on July 22, 2019, and accelerated
vesting of the portion of his options not subject to any performance condition (as described
above in the section titled “—Outstanding Equity Awards as of December 31,
2019”) equal to (i) 20% multiplied by (ii) a fraction equal to the number of days
actually elapsed since the most recent anniversary of the start date of his employment,
divided by the number of actual days between such anniversary and the next anniversary.
Upon termination of his employment by us without cause or by him for good reason during
a change in control period, he would receive the same salary and target bonus benefit
described above, continued health and welfare benefits for up to 24 months following
the termination, accelerated vesting of all service-based vesting conditions applicable
to all of his equity awards (other than certain awards subject to performance conditions,
if those conditions had not been met at the time of termination). In the event of a change
in control in which any of Mr. Khosrowshahi’s equity awards were to be terminated
for no consideration, all of his service-based equity awards that otherwise could have
been terminated would have vested in full and become immediately exercisable or settled. |
| (3) | As
defined in Mr. Chai’s grandfathered severance provisions, upon termination of his
employment by us without cause or by him for good reason, he would receive 12 months
of his current base salary and 100% of current target bonus (payable in equal installments
in accordance with our standard payroll procedures), accelerated satisfaction of the
service-based vesting conditions of his RSUs that were granted on September 10, 2018
and are subject only to a service condition, as if he had remained employed by us for
an additional 12 months. Performance-based RSUs and options granted on September 10,
2018 (as described above in the section titled “—Outstanding Equity Awards
as of December 31, 2019”), will remain outstanding for 12 months following his
termination date, and if such conditions had been met within 12 months, such RSUs and
options will vest without consideration of any service-based vesting conditions. Upon
termination of his employment by us without cause or by him for good reason during a
change in control period, the would receive the same salary and target bonus benefit
described above, and accelerated vesting of his RSUs that were granted on September 10,
2018 and are subject only to a service condition. In the event of a change in control
in which any of Mr. Chai’s equity awards were to be terminated for no consideration,
all of his service- based equity awards that otherwise could have been terminated would
have vested in full and become immediately exercisable or settled. |
2020 Proxy Statement 67
Executive Compensation
| (4) | Severance
benefits for Ms. Hazelbaker, and Mr. Pham are based on the Executive Severance Plan,
which became effective in connection with our IPO. Benefits upon termination of employment
by us without cause or by the executive for good reason would include their current base
salary plus a prorated portion of their annual bonus target (payable in equal installments
in accordance with our standard payroll procedures), cash payments equivalent to the
cost of continued health and welfare benefits for up to 12 months following the termination,
and acceleration of prorated time-based vesting of any equity awards held them that are
subject to a vesting schedule for which vesting dates occur less frequently than monthly
as if the award had a monthly vesting schedule. Upon termination of employment by us
without cause or by them for good reason during a change in control period, they would
receive the same salary and target bonus benefit described above, and accelerated vesting
of their RSUs that are subject only to a service condition. In the event of a termination
during a change in control, the plan administrator will determine the level of satisfaction
of performance-based vesting conditions of any awards subject to a performance condition.
As of December 31, 2019, performance conditions applicable to such awards had not been
satisfied, and therefore are excluded from the benefits above. |
| (5) | As
defined in Ms. Krishnamurthy’s grandfathered severance provisions, upon termination
of her employment by us without cause or by her for good reason, she would receive 12
months of her current base salary and 100% of her current target bonus (payable in equal
installments in accordance with our standard payroll procedures), accelerated satisfaction
of the service-based vesting conditions of her RSUs granted that are subject only to
a service condition, as if she had remained employed by us for an additional 12 months.
Upon termination of her employment by us without cause or by her for good reason during
a change in control period, she would receive the same salary and target bonus benefit
described above, and accelerated vesting of her RSUs that are subject only to a service
condition. |
| (6) | As
defined in Mr. Gupta’s grandfathered severance provisions, upon termination of
his employment by us without cause or by him for good reason, he would receive a lump
sum payment of 12 months of his current base salary and prorated annual cash bonus, and
accelerated vesting of all service-based vesting conditions applicable to all outstanding
equity as if he had remained employed for an additional 12 months following his termination. |
| (7) | Effective
July 31, 2019, in connection with Mr. Harford’s separation from Uber, we entered
into an agreement with Mr. Harford pursuant to which he received $1,725,000 in 2019,
and 12 months vesting of the service-based conditions of his RSUs granted on January
30, 2018. In addition, Mr. Harford will receive installments of $125,000 per month through
July 16, 2020, subject to his compliance with confidentiality, cooperation, and non-disparagement
covenants in his agreement. |
68 2020 Proxy Statement
Proposal
2 — Advisory Vote to Approve 2019 Named Executive
Officer Compensation
In
accordance with Section 14A of the Exchange Act, we are requesting stockholder approval, on a non-binding advisory basis, of the
compensation of our NEOs during 2019, as described in the “Compensation Discussion and Analysis” section of this proxy
statement beginning on page 44.
As
discussed in greater detail in the “Compensation Discussion and Analysis” section in this proxy statement, our compensation
program is designed to achieve the following objectives:
| · | Attract
and Retain Talent. Attract
and retain a highly talented team of executives who possess and demonstrate strong leadership,
exceptional followership, and world-class management capabilities. Provide competitive
compensation, both in the form of cash and equity, to assist in motivating and retaining
existing talent while also attracting new talent. |
| · | Alignment
with Stockholders. Align
the executive officer’s incentives with Company performance and the interest of
our stockholders. A strong emphasis on equity compensation and bonuses linked to
achieving company and individual performance goals aligns with our entrepreneurial spirit
and incentivizes our executive officers to maximize stockholder value. |
| · | Pay-for-Performance.
Reward our executive
officers for their performance and motivate them to achieve the Company’s short-
and long-term strategic goals. In 2019, 94% of our CEO’s target compensation
and 82% of our other named executive officer’s average target compensation was
at-risk. |
| · | Reinforce
Cultural Norms. Promote
doing the right thing, working tirelessly to earnt the rust of our consumers and users,
acting like owners, valuing ideas over hierarchy, making bold bets, and celebrating differences
and drive to harness the power of global technology in achieving Company success. In
2019, the Compensation Committee established key company-wide priorities which were assessed
as part of setting compensation for our executive officers, including Safety and Diversity
and Inclusion metrics. |
We
urge you to carefully read the Compensation Discussion and Analysis section of this proxy statement for additional details on
the Company’s executive compensation, including our compensation philosophy and the 2019 compensation of our NEOs. Our board
of directors believes that our executive compensation program is effective in implementing our compensation philosophy.
Although
the advisory vote is non-binding, the board and the Compensation Committee will consider feedback obtained through this process
in making future decisions about our executive compensation program.
Vote
Required and Recommendation of the Board of Directors
The
advisory vote on the compensation of our NEOs will be approved by the affirmative vote of the majority of votes properly cast
(i.e., the number of shares voted “FOR” the proposal must exceed the number of shares voted “AGAINST”
the proposal). Abstentions and “broker non- votes” will have no effect on the outcome of the vote.
|
Our board of directors recommends a
vote “FOR” the approval, on a non-binding advisory basis, of the 2019 compensation of our NEOs. |
2020 Proxy Statement 69
Proposal
3 — Advisory Vote to Approve the Frequency of the
Advisory Vote on Executive Compensation
As
required by Section 14A of the Securities Exchange Act of 1934, we are seeking your advisory vote on how often the Company should
hold a say-on-pay vote. You may specify whether you prefer the vote to occur every year, two years, or three years, or may abstain
from voting on this proposal. Stockholders will have an opportunity to cast an advisory vote on the frequency of the say-on-pay
vote at least every six years.
Our
board of directors recommends that future say-on-pay votes occur every year. We believe it is consistent with best corporate governance
practices and therefore, we recommend stockholders vote to hold the say-on-pay vote every year. We believe an annual vote promotes
accountability and transparency in view of recent changes to our executive compensation program and the continuing evolution of
our business.
Although
the vote is non-binding, our board of directors will consider the vote results in determining the frequency of future say-on-pay
votes. The Company will announce its decision on the frequency of say-on-pay votes in a Form 8-K filed with the SEC no later than
150 days after the 2020 annual meeting. Our board of directors may change the vote frequency based on the nature of our compensation
programs, input from our stockholders, and our board of directors’ views.
Vote
Required and Recommendation of the Board of Directors
Stockholders
have the choice of voting for advisory votes on NEO compensation to occur once every one, two or three years, or abstaining from
the vote. The choice receiving the highest number of votes will be given due regard by, but will not be binding on, the board
of directors. Abstentions and “broker non-votes” will not have any effect on the outcome of this vote.
|
Our board of directors recommends a
vote, on a non-binding advisory basis, for future stockholder advisory votes on NEO compensation to be held every year. |
70 2020 Proxy Statement
Proposal
4 —Ratification of Appointment of Independent Registered
Public Accounting Firm
The
Audit Committee has selected PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for
fiscal year 2020. Neither the Company’s Bylaws nor other governing documents or law require stockholder ratification of
PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm. However, the board considers
the selection of the independent registered public accounting firm to be an important matter of stockholder concern and is submitting
the selection of PricewaterhouseCoopers LLP for ratification by stockholders as a matter of good corporate practice. If the stockholders
fail to ratify the selection, the Audit Committee will review its future selection of PricewaterhouseCoopers LLP as its independent
registered public accounting firm.
The
board considers the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm
for fiscal year 2020 to be in the best interests of the Company and its stockholders. The Company expects representatives of PwC
to attend the 2020 annual meeting. They will have an opportunity to make a statement if they wish and will be available to respond
to appropriate questions.
Audit
Committee Report
The
Audit Committee oversees and monitors the Company’s financial reporting process and systems of internal accounting and
financial controls on behalf of the board of directors. In fulfilling these responsibilities, the Audit Committee reviewed
and discussed with management the audited financial statements included in the Annual Report on Form 10-K for the year ended
December 31, 2019. The Audit Committee discussed with PricewaterhouseCoopers LLP, the Company’s independent registered
public accounting firm, the matters required to be discussed with the independent registered public accounting firm under
generally accepted auditing standards, including Auditing Standard No. 1301. In addition, the Audit Committee has received
the written disclosures and the letter from PwC required by the Public Company Accounting Oversight Board regarding
PricewaterhouseCoopers LLP’s communications with the Audit Committee concerning independence, and has discussed with
PricewaterhouseCoopers LLP its independence from the company and its management.
Based
on the considerations referred to above, the Committee recommended to our board of directors, and the board of directors subsequently
approved the recommendation, that the audited financial statements for the year ended December 31, 2019 be included in our Annual
Report on Form 10-K for 2019 and selected PricewaterhouseCoopers LLP as the independent registered public accounting firm for
the Company for the fiscal year ending December 31, 2020. This report is provided by the following independent directors, who
constitute the Committee:
John
Thain (Chair)
Ursula Burns
Amanda Ginsberg
Yasir Al-Rumayyan
2020 Proxy Statement 71
Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm
Fees
Paid to the Independent Registered Public Accounting Firm
The
Audit Committee engaged PricewaterhouseCoopers LLP to perform an annual audit of the Company’s financial statements for
the fiscal year ended December 31, 2019. The Audit Committee was responsible for determination and approval of audit fees primarily
based on audit scope, with consideration of audit team skills and experiences.
Pursuant
to SEC rules, the fees billed by PricewaterhouseCoopers LLP are disclosed in the table below:
Fees
Paid to PricewaterhouseCoopers LLP
(in
thousands) |
FY
2018 |
FY
2019 |
Audit
Fees |
$ 17,389 |
$ 24,726 |
Audit
Related Fees |
$ 720 |
$ 1,287 |
Tax
Fees |
$ 768 |
$ 310 |
All
Other Fees |
30 |
$ 7 |
PwC
Total Fees |
$ 18,907 |
$ 26,330 |
Audit
Fees
Consists
of fees billed for professional services rendered in connection with the audit of our consolidated financial statements, reviews
of our quarterly consolidated financial statements, statutory audits of our domestic and international subsidiaries, issuances
of consents and similar matters. This category also includes fees for services incurred in connection with our initial public
offering and nonrecurring transactions closed in 2019.
Audit-related
Fees
Consists
of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our
consolidated financial statements and not reported under “Audit Fees”. For fiscal 2019, this includes fees billed
for professional services with respect to the airport and city fee audits, and regulatory audits.
Tax
Fees
Consists
of fees for professional services for domestic and international tax advisory and compliance services.
All
Other Fees
Consists
of fees for permitted products and services other than those that meet the criteria above.
The
Audit Committee concluded that the provision of the non-audit services listed above is compatible with maintaining the independence
of PricewaterhouseCoopers LLP.
72 2020 Proxy Statement
Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm
Pre-Approval
Policy
The
Audit Committee is required to pre-approve all audit, audit-related, tax and non-audit services performed by the independent registered
accounting firm to ensure that the provision of such services does not impair its independence. Pre-approval is generally provided
for twelve months from the date of pre-approval, and any pre-approval is detailed as to the particular service or category of
services and is generally subject to a specific fee. The Audit Committee has delegated pre-approval authority to its chairperson
or any other committee member designated by the chairperson for requests received between scheduled meetings of the committee.
All of the audit, audit-related, tax and non-audit services provided by PwC in fiscal year 2019 and related fees were approved
in accordance with the Audit Committee’s policy.
Vote
Required and Recommendation of the Board of Directors
The
affirmative vote of a majority of the votes properly cast on this proposal will constitute approval of the ratification of the
appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020. Abstentions
will not have any effect on the outcome of the proposal.
|
Our
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 2020. |
2020 Proxy Statement 73
Additional
Information
Annual
Meeting Information
In
connection with the 2020 Annual Meeting, which will take place on May 11, 2020, our board of directors has provided these
materials to you, either over the Internet or via mail. The Notice of Internet Availability (the “Notice”) was
mailed to Company stockholders beginning March 30, 2020, and our proxy materials were posted on the website referenced in the
Notice on that same date. The Company, on behalf of the board of directors, is soliciting your proxy to vote your shares at
the 2020 annual meeting of stockholders. We solicit proxies to give stockholders of record an opportunity to vote on matters
that will be presented at the annual meeting. In the proxy statement, you will find information on these matters, which is
provided to assist you in voting your shares.
1.
What is the Notice and why did I receive it but no proxy materials by mail or email?
Unless
you have requested that we provide a copy of our proxy materials (including our 2019 annual report) to you by mail or
email, we are providing only the Notice to you by mail or email. The Notice will instruct you as to how you may access
and review the proxy materials on the Internet. The Notice will also instruct you as to how you may access your proxy
card to vote over the Internet. If you received the Notice by mail or email and would like to receive a paper copy of
our proxy materials, free of charge, please follow the instructions included in the Notice. This proxy statement is dated
March 30, 2020 and distribution of the Notice to stockholders is scheduled to begin on or about March 30, 2020. We have
adopted this procedure pursuant to rules adopted by the SEC in order to conserve natural resources and reduce our costs
of printing and distributing the proxy materials, while providing a convenient method for stockholders to access the materials
and vote.
2.
Who can vote?
You
can vote if, as of the close of business on March 16, 2020 (the record date), you were a stockholder of record of the
Company’s common stock and are entitled to vote at the 2020 Annual Meeting and any adjournment or postponement thereof.
Each share of Company stock gets one vote. On March 16, 2020, there were 1,727,296,298 shares of common stock issued and
outstanding.
3.
How do I vote shares held under my name?
Most
stockholders can vote by proxy in three ways:
·
By Internet — You can vote via the Internet by following the instructions in the Notice or by accessing, before the
meeting, www.proxyvote.com or, during the meeting, www.virtualsharheoldermeeting.com/uber2020 and following the instructions
contained on that website;
·
By Telephone — In the United States
and Canada, you can vote by telephone by following the instructions in the Notice or by calling 1-800-690-6903 and following the
instructions; or |
|
·
By Mail — You can vote by mail by requesting a full packet
of proxy materials be sent to your home address. Upon receipt of the materials, you may fill out the enclosed proxy card and return
it per the instructions on the card.
Proxies
are solicited by and on behalf of our board of directors. Dara Khosrowshahi (our Chief Executive Officer), Nelson Chai (our
Chief Financial Officer) and Derek Anthony West (our Chief Legal Officer and Corporate Secretary) have been designated as
proxy holders by our board of directors. If you vote by proxy, your shares will be voted at the annual meeting as you direct.
If you sign your proxy card but do not specify how you want your shares to be voted, they will be voted as the board of
directors recommends (“FOR” the election of nine director nominees named in this proxy statement,
“FOR” the advisory vote to approve the 2019 compensation of our NEOs, “ANNUAL” frequency for the
say-on-pay vote, and “FOR” the ratification of the appointment of PwC as the Company’s independent for
2020, and in accordance with the judgment of the persons voting the proxy on any other matters properly brought before the
meeting, if any such matters are properly raised at the meeting).
You
can also vote at the virtual annual meeting if you are the stockholder of record. If you are the beneficial owner and
want to vote your shares at the annual meeting, you will need to request a legal proxy from your bank, broker, or other
nominee well in advance of the 2020 Annual Meeting. We encourage you to vote your proxy by Internet, telephone, or mail
prior to the meeting, even if you plan to participate in the virtual meeting.
If
you experience any technical difficulties or have any questions regarding the virtual meeting website, please call
800-586-1548 (U.S.) or 303-562-9288 (International), and we will endeavor to assist you. If there are any technical issues in
convening or hosting the meeting, we plan to promptly post information to our investor relations website, investor.uber.com,
including information on when the meeting will be reconvened.
4.
Can I change or revoke my vote after I return my proxy card?
Yes.
If you are the stockholder of record, you can change or revoke your proxy before the 2020 Annual Meeting by Internet,
telephone, or mail prior to 11:59 p.m. Eastern Time on May 10, 2020, or by participating in the virtual annual meeting
and voting. If you are the beneficial owner of shares held in street name, you must follow the instructions for changing
or revoking your proxy provided by your broker, bank, or other nominee.
You
are the “stockholder of record” for any Company shares that you own directly in your name.
You
are a “beneficial stockholder” of shares held in street name if your Company shares are held in an account with a
broker, bank, or other nominee as custodian on your behalf. The broker, bank, or other nominee is considered the stockholder of
record of these shares, commonly referred to as holding the shares in “street name.” As the beneficial owner, you
have the right to instruct the broker, bank, or other nominee how to vote your shares. |
74 2020 Proxy Statement
Additional Information
5.
How do I vote shares not held under my name?
If
your shares are held in street name by a nominee, the Notice or proxy materials, as applicable, are being forwarded to
you by that organization, and you should follow the instructions for voting as set forth on that organization’s
voting instruction card.
Under
the rules and practices of the New York Stock Exchange (“NYSE”), if you hold shares through a nominee, your nominee
is permitted to vote your shares on certain “routine” matters in its discretion even if the nominee does not receive
instructions from you. The proposal to ratify the appointment of PwC is considered a “routine” |
|
matter,
and your nominee will have discretionary authority to vote your shares if you do not provide instructions as to how your
shares should be voted on this proposal. The proposals to elect directors; to approve, on an advisory basis, the compensation
of our NEOs; and to approve, on an advisory basis, the frequency of stockholder approval of the compensation of our NEOs, are
“non-routine” matters. The absence of voting instructions from you to your nominee on these
“non-routine” matters will result in a “broker non-vote” because the nominee does not have
discretionary voting power for those proposals. “Broker non-votes” and “withhold” votes do not
constitute votes properly cast favoring or opposing proposals on “non-routine” matters. |
6. |
What vote
is required for approval of proposals? |
Proposal
1: Election of nine director nominees named in this proxy statement. |
Each
of the nine nominees for director who receives a majority of votes cast will be elected as a member of our board of directors
(i.e., the number of shares voted “FOR” the proposal must exceed the number of shares voted “AGAINST”
the proposal). Abstentions and “broker non-votes” will not have any effect on the outcome of this vote. |
Proposal
2: Advisory vote to approve 2019 named executive officer compensation. |
To
pass, the proposal to approve, on an advisory basis, the 2019 compensation of our NEOs must be approved by the affirmative
vote of the majority of votes properly cast (i.e., the number of shares voted “FOR” the proposal must exceed
the number of shares voted “AGAINST” the proposal). The vote will be given due regard by, but will not be
binding on, the board of directors. Abstentions and “broker non-votes” will not have any effect on the outcome
of this vote. |
Proposal
3: Advisory vote to approve the frequency (i.e. every one, two, or three years) of the say-on-pay vote. |
Stockholders
have the choice of voting for a frequency of advisory votes every one, two or three years, or abstaining from the vote.
The choice receiving the highest number of votes will be given due regard by, but will not be binding on, the board of
directors. Abstentions and “broker non- votes” will not have any effect on the outcome of this vote. |
Proposal
4: Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm
for 2020. |
To
pass, the proposal to ratify the appointment of PricewaterhouseCoopers LLP must be approved by the affirmative vote of
the majority of votes properly cast. Abstentions will not have any effect on the outcome of this proposal, but your nominee
will have discretionary authority to vote your shares if you do not provide instructions as to how your shares should
be voted on this proposal. |
2020 Proxy Statement 75
Additional Information
7.
Who bears the cost of the Company’s proxy solicitation?
The
Company will bear the cost of the solicitation of proxies by the Company. Proxies may be solicited by officers, directors,
and employees of the Company, none of whom will receive any additional compensation for their services. D.F. King & Co.,
Inc. may solicit proxies on behalf of the Company at a cost we anticipate will not exceed $25,000. These solicitations may be
made personally or by mail, facsimile, telephone, messenger, email, or the Internet. The Company will pay persons holding
shares of common stock in their names or in the names of nominees, but not owning such shares beneficially, such as brokerage
houses, banks, and other fiduciaries, for the expense of forwarding solicitation materials to their principals. The Company
will pay all proxy solicitation costs.
8.
How do I participate in the 2020 Annual Meeting virtually?
The
annual meeting will be conducted virtually via a webcast available at www.virtualshareholdermeeting.com/uber2020. You are
entitled to participate in the annual meeting via the webcast if you were a stockholder as of the close of business on March
16, 2020, the record date, or hold a valid proxy for the meeting. To be admitted to the annual meeting at
www.virtualshareholdermeeting.com/uber2020, you must enter the 16-digit control number found next to the label “Control
Number” for postal mail recipients or within the body of the email sending you the Proxy Statement. If you do not have
your 16-digit control number, you will be able to login as a guest but will not be able to vote your shares or submit
questions during the meeting.
The
stockholders’ question and answer session will include questions submitted in advance of, and questions submitted
live during, the
|
|
2020
Annual Meeting. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your Control
Number. Questions may be submitted during the 2020 Annual Meeting through www.virtualshareholdermeeting.com/uber2020.
9.
Why were my proxy materials included in the same envelope as other people at my address?
Stockholders
of record who have the same address and last name and have not previously requested electronic delivery of proxy materials
will receive a single envelope containing the Notices for all stockholders having that address. The Notice for each stockholder
will include that stockholder’s unique control number needed to vote his or her shares. This procedure reduces our
printing costs and postage fees. If you prefer to receive a separate copy of the proxy materials, please call us at 1-800-579-1639
in the U.S., or inform us in writing at: www.proxyvote.com, or by email at sendmaterial@proxyvote.com. We will promptly
deliver a separate copy of the proxy materials in response to any such request. If, in the future, you do not wish to
participate in householding, you should contact us at the above phone number, address or email.
For
those stockholders who have the same address and last name and who request to receive a printed copy of the proxy materials
by mail, we will send only one copy of such materials to each address unless one or more of those stockholders notifies
us, in the same manner described above, that they wish to receive a printed copy for each stockholder at that address.
Beneficial
stockholders can request information about householding from their banks, brokers, or other holders of record. |
Your
Vote is Important
Please
vote your proxy promptly so your shares can be represented, even if you plan to participate in the virtual annual meeting. You
can vote by Internet, by telephone, or by requesting a printed copy of the proxy materials and using the enclosed proxy card.
Our
proxy tabulator, Broadridge Financial Solutions, Inc. must receive any proxy that will not be delivered electronically at the
virtual annual meeting by 11:59 p.m. Eastern Time on May 10, 2020.
76 2020 Proxy Statement
Additional Information
2021
Annual Meeting Information
Specific
information on how to file notices, proposals, and/or recommendations pursuant to either SEC Rule 14a-8 or the provisions in
the Company’s Regulations is noted in the following sections. All notices/proposals/recommendations should be sent
to:
Uber
Technologies, Inc.
c/o Corporate Secretary
1455
Market Street, 4th Floor
San Francisco, California 94103
2021
Annual Meeting Date and Stockholder Proposals
It
is anticipated that the 2021 annual meeting of stockholders will be held on May 10, 2021. Pursuant to regulations issued
by the SEC, to be considered for inclusion in the Company’s proxy statement for presentation at that meeting, all
stockholder proposals must be received by the Company on or before the close of business on November 30, 2020.
Annual
Meeting Advance Notice Requirements
The
Company’s bylaws establish an advance notice procedure for stockholders to present business to be conducted at the 2021
annual meeting of stockholders. |
|
In
order for a stockholder to present a proposal at the 2021 annual meeting of stockholders pursuant to the advance notice
bylaw, the Company must receive written notice of the proposal no earlier than January 11, 2021 and no later than February
9, 2021, and the written notice must comply with the requirements set forth in the Company’s bylaws.
The
Nominating and Governance Committee will consider director nominees recommended by stockholders as set forth below.
·
Under the Company’s bylaws, a stockholder who wishes to directly nominate a director candidate at the 2021 annual
meeting of stockholders must give the company written notice no earlier than January 11, 2021 and no later than February
9, 2021. The notice must contain prescribed information about the candidate and about the stockholder proposing the candidate,
in accordance with the requirements set forth in the Company’s bylaws.
·
The Nominating and Governance Committee and the board of directors evaluate each nominee based on the selection criteria
listed in the Corporate Governance Guidelines, including those nominees recommended by stockholders. |
2020 Proxy Statement 77
Other
Matters
The
board of directors is not aware of any other matters that will be presented for consideration at the 2020 Annual Meeting. However,
if any other matters are properly brought before the 2020 Annual Meeting, the persons named in the accompanying proxy intend to
vote on those matters in accordance with their best judgment.
78 2020 Proxy Statement
Appendix
A
Supplemental
Information About Financial Measures
To
supplement our financial information, which is prepared and presented in accordance with generally accepted accounting
principles in the United States of America (“GAAP”), we use the following non-GAAP financial measures in this
proxy statement: Adjusted Net Revenue; Rides Adjusted Net Revenue; Eats Adjusted Net Revenue; and Adjusted EBITDA. The
presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior
to, the financial information prepared and presented in accordance with GAAP. We use these non-GAAP financial measures for
financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe that these
non-GAAP financial measures provide meaningful supplemental information regarding our performance by excluding certain items
that may not be indicative of our recurring core business operating results.
We
believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance
and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management’s
internal |
|
comparisons
to our historical performance. We believe these non- GAAP financial measures are useful to investors both because (1) they
allow for greater transparency with respect to key metrics used by management in its financial and operational
decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the
health of our business.
There
are a number of limitations related to the use of non-GAAP financial measures. In light of these limitations, we provide
specific information regarding the GAAP amounts excluded from these non-GAAP financial measures and evaluating these non-GAAP
financial measures together with their relevant financial measures in accordance with GAAP.
Financial
measures in the Proxy Summary and Business/ Performance Highlights of this proxy statement, unless otherwise indicated
are reproduced from our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 2,
2020. |
Non-GAAP
Reconciliations
Adjusted
Net Revenue Reconciliation |
|
|
|
|
|
Three
Months Ended |
|
|
Year
Ended |
|
March
31, 2019 |
June
30, 2019 |
Sept
30, 2019 |
Dec
31, 2019 |
|
Dec
31, 2019 |
|
|
(in
millions) |
|
|
|
Adjusted
Net Revenue reconciliation: |
|
|
|
|
|
Revenue |
$ 3,099 |
$ 3,166 |
$ 3,813 |
$
4,069 |
|
$
14,147 |
Deduct: |
|
|
|
|
|
|
Excess
Driver incentives |
(303) |
(263) |
(259) |
(322) |
|
(1,147) |
Driver
referrals |
(35) |
(30) |
(21) |
(17) |
|
(103) |
Adjusted
Net Revenue |
$ 2,761 |
$ 2,873 |
$ 3,533 |
$ 3,730 |
|
$ 12,897 |
2020 Proxy Statement 79
Appendix A
Rides
Adjusted Net Revenue Reconciliation |
Year
Ended
Dec. 31, 2019 |
Rides
Adjusted Net Revenue reconciliation: |
(in
millions) |
Rides
revenue |
$ 10,745 |
Deduct: |
Excess Driver incentives |
(41) |
Driver referrals |
(82) |
Rides
Adjusted Net Revenue |
$ 10,622 |
Eats
Adjusted Net Revenue Reconciliation
Year
Ended
Dec. 31, 2019 |
Eats
Adjusted Net Revenue reconciliation: |
(in
millions) |
Eats
revenue |
$ 2,510 |
Deduct: |
Excess Driver incentives |
(1,106) |
Driver referrals |
(21) |
Eats
Adjusted Net Revenue |
$ 1,383 |
80 2020 Proxy Statement
Appendix A
Adjusted
EBITDA Reconciliation
|
Three
Months Ended |
|
Year
Ended |
|
March
31,
2019
|
June
30,
2019
|
Sept
30,
2019 |
Dec
31,
2019
|
|
Dec
31,
2019
|
|
(in
millions) |
|
Net
income (loss) attributable to Uber Technologies, Inc. |
$(1,012) |
$(5,236) |
$(1,162) |
$(1,096) |
|
$(8,506) |
Add
(deduct): |
|
|
|
|
|
|
Net
income (loss) attributable to non-controlling interests, net of tax |
(4) |
(10) |
3 |
5 |
|
(6) |
Provision
for (benefit from) income taxes |
19 |
(2) |
3 |
25 |
|
45 |
Loss
from equity method investment, net of tax |
6 |
10 |
9 |
9 |
|
34 |
Interest
expense |
217 |
151 |
90 |
101 |
|
559 |
Other
(income) expense, net |
(260) |
(398) |
(49) |
(15) |
|
(722) |
Stock-based
compensation expense |
11 |
3,941 |
401 |
243 |
|
4,596 |
Depreciation
and amortization |
146 |
123 |
102 |
101 |
|
472 |
Restructuring
charges |
— |
— |
45 |
12 |
|
57 |
Asset
impairment/loss on sale of assets |
8 |
— |
— |
— |
|
8 |
Payroll
tax on IPO stock—based compensation |
— |
86 |
— |
— |
|
86 |
Driver
appreciation award |
— |
299 |
— |
— |
|
299 |
Legal,
tax, and regulatory reserve changes and settlements |
— |
380 |
(27) |
— |
|
353 |
Adjusted
EBITDA |
$
(869) |
$
(656) |
$
(585) |
$ (615) |
|
$
(2,725) |
Key
Terms for Our Key Metrics and Non-GAAP Financial Measures
2018
Divested Operations. We define 2018 Divested Operations as our operations in (i)
Southeast Asia prior to the sale of those operations to Grab and (ii) Russia/CIS prior
to the formation of our Yandex Taxi joint venture.
Adjusted
EBITDA. We define Adjusted EBITDA as net income (loss), excluding (i) income (loss) from discontinued operations, net of
income taxes, (ii) net income (loss) attributable to non-controlling interests, net of tax, (iii) provision for (benefit
from) income taxes, (iv) income (loss) from equity method investment, net of tax, (v) interest expense, (vi) other income
(expense), net, (vii) depreciation and amortization, (viii) stock-based compensation expense, (ix) certain legal, tax, and
regulatory reserve changes and settlements, (x) asset impairment/loss on sale of assets, (xi) acquisition and financing
related expenses, (xii) restructuring charges and (xiii) other items not indicative of our ongoing operating
performance.
Adjusted
EBITDA Margin as a Percentage of ANR We define Adjusted EBITDA margin as a percentage of ANR as Adjusted EBITDA divided by Adjusted
Net Revenue. |
|
Adjusted
Net Revenue (“ANR”). We define Adjusted Net Revenue as revenue less (i)
excess Driver incentives and (ii) Driver referrals. We believe that Adjusted Net Revenue
is informative of our top line performance because it measures the total net financial
activity reflected in the amount earned by us after taking into account all Driver and
restaurant earnings, Driver incentives, and Driver referrals. Adjusted Net Revenue is
lower than revenue in all reported periods. Freight Adjusted Net Revenue, Other Bets
Adjusted Net Revenue and ATG and Other Technology Programs Adjusted Net Revenue are equal
to GAAP net revenue in all periods presented.
Driver.
Driver refers to an independent driver or delivery person who uses our platform to provide Rides services, Eats services,
or both. The number of Drivers in a quarterly period is defined as the number of Drivers who provided a ride or delivered
a meal on our platform at least once in a given month, averaged over each month in the quarter.
Driver
or restaurant earnings. Driver or restaurant earnings refer to the net portion of the fare or the net portion of the
order value that a Driver or a restaurant retains, respectively. |
2020 Proxy Statement 81
Appendix A
Constant
Currency. We compare the percent change in our current period results from the corresponding prior period using constant
currency disclosure. We present constant currency growth rate information to provide a framework for assessing how our
underlying revenue and ANR performed excluding the effect of foreign currency rate fluctuations. We calculate constant
currency by translating our current period financial results using the corresponding prior period’s monthly exchange
rates for our transacted currencies other than the U.S. dollar.
Driver
incentives. Driver incentives refer to payments that we make to Drivers, which are separate from and in addition to
the Driver’s portion of the fare paid by the consumer. For example, Driver incentives could include payments we
make to Drivers should they choose to take advantage of an incentive offer and complete a consecutive number of trips
or a cumulative number of trips on the platform over a defined period of time. Driver incentives are recorded as a reduction
of revenue to the extent they are not excess Driver incentives (as defined below).
Driver
referrals. Driver referrals refer to payments that we make to existing Drivers to refer new Drivers onto our platform.
Driver referrals are recorded in sales and marketing expenses, as they represent the receipt of a distinct service of
customer acquisition for which there is evidence of fair value.
Excess
Driver incentives. Excess Driver incentives refer to cumulative payments, including incentives but excluding Driver
referrals, to Drivers that exceed the cumulative revenue that we recognize from Drivers with no future guarantee of
additional revenue. Cumulative payments to Drivers could exceed cumulative revenue from Drivers as a result of Driver
incentives or when the amount paid to Drivers for a Trip exceeds the fare charged to the consumer. Excess Driver incentives
are recorded in cost of revenue, exclusive of depreciation and amortization.
Gross
Bookings. We define Gross Bookings as the total dollar value, including any applicable taxes, tolls, and fees, of Rides and
New Mobility rides, Eats meal deliveries, and amounts paid by Freight shippers, in each case without any adjustment for consumer
discounts and refunds, Driver and restaurant earnings, and Driver incentives. Gross Bookings do not include tips earned by Drivers.
Gross Bookings exclude the impact of our 2018 Divested Operations. |
|
Monthly
Active Platform Consumers (“MAPCs”). We define MAPCs as the number of
unique consumers who completed a Rides or New Mobility ride or received an Eats meal
on our platform at least once in a given month, averaged over each month in the quarter.
While a unique consumer can use multiple product offerings on our platform in a given
month, that unique consumer is counted as only one MAPC. MAPCs exclude the impact of
our 2018 Divested Operations.
Other
Bets. The Other Bets segment consists of multiple investment stage offerings. The largest investment within the segment is
our New Mobility offering that refers to products that provide consumers with access to rides through a variety of modes, including
dockless e-bikes and e-scooters. It also includes Transit, UberWorks and our Incubator group.
Segment
Adjusted EBITDA. We define each segment’s Adjusted EBITDA as segment revenue less the following direct costs and
expenses of that segment: (i) cost of revenue, exclusive of depreciation and amortization; (ii) operations and support; (iii)
sales and marketing; (iv) research and development; and (v) general and administrative. Segment Adjusted EBITDA also reflects
any applicable exclusions from Adjusted EBITDA and excludes the impact of our 2018 Divested Operations.
Segment
Adjusted EBITDA margin. We define each segment’s Adjusted EBITDA margin as the segment Adjusted EBITDA as a
percentage of segment Adjusted Net Revenue. Segment Adjusted EBITDA margin demonstrates the margin that we generate after
direct expenses. We believe that each segment’s Adjusted EBITDA margin is a useful indicator of the economics of
our segments, as it does not include indirect Corporate G&A and Platform R&D.
Take
Rate. We define Take Rate as Adjusted Net Revenue as a percentage of Gross Bookings. For purposes of Take Rate, Gross
Bookings include the impact of our 2018 Divested Operations.
Trips.
We define Trips as the number of completed consumer Rides or New Mobility rides and Eats meal deliveries in a given
period. For example, an UberPOOL ride with three paying consumers represents three unique Trips, whereas an UberX ride
with three passengers represents one Trip. Trips exclude the impact of our 2018 Divested Operations. |
82 2020 Proxy Statement
|
|
SCAN TO
VIEW MATERIALS & VOTE |
|
UBER TECHNOLOGIES, INC.
C/O PROXY SERVICES
P.O. BOX 9142
FARMINGDALE,
NY 11735
VOTE BY INTERNET
Before The
Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting
instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 10, 2020. Have your proxy card
in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction
form.
During The Meeting - Go to www.virtualshareholdermeeting.com/UBER2020
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 10, 2020. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
|
E90821-P33329 |
KEEP THIS PORTION FOR YOUR RECORDS |
|
DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
UBER
TECHNOLOGIES, INC. |
|
|
|
|
|
|
|
The
Board of Directors recommends you vote FOR the following: |
|
|
|
|
|
|
|
1. |
|
Election of Directors |
|
|
|
|
|
|
|
|
|
Nominees: |
|
For |
|
Against |
|
Abstain |
|
|
|
1a. |
|
Ronald Sugar |
|
o |
|
o |
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1b. |
|
Ursula Burns |
|
o |
|
o |
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1c. |
|
Robert Eckert |
|
o |
|
o |
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1d. |
|
Amanda Ginsberg |
|
o |
|
o |
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1e. |
|
Dara Khosrowshahi |
|
o |
|
o |
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1f. |
|
Wan Ling Martello |
|
o |
|
o |
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1g. |
|
Yasir Al-Rumayyan |
|
o |
|
o |
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1h. |
|
John Thain |
|
o |
|
o |
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1i. |
|
David Trujillo |
|
o |
|
o |
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Board of Directors recommends you vote FOR the following proposal: |
For |
|
Against |
|
Abstain |
|
|
|
|
|
|
|
2. |
|
Approval, by non-binding vote, of the 2019 compensation paid to the Company's named executive officers |
o |
|
o |
|
o |
|
|
|
|
|
|
|
|
|
The Board of Directors
recommends you vote 1 year on the following proposal: |
1
Year |
2
Years |
|
3
Years |
|
Abstain |
|
|
|
|
|
|
|
|
|
|
|
3. |
|
Approval, by non-binding vote,
of the frequency of executive compensation votes. |
o |
o |
|
o |
|
o |
|
|
|
|
|
|
|
|
|
|
|
The Board of Directors
recommends you vote FOR the following proposal: |
For |
|
Against |
|
Abstain |
|
|
|
|
|
|
|
|
|
|
|
4. |
|
Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020. |
o |
|
o |
|
o |
|
|
|
|
|
|
|
|
|
|
|
NOTE:
Such other business as may properly come before the meeting or any adjournment or postponement thereof. |
|
|
|
|
|
|
Please
sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give
full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign
in full corporate or partnership name by authorized officer. |
|
|
|
|
|
|
|
|
|
Signature [PLEASE SIGN WITHIN BOX] |
Date |
|
Signature
(Joint
Owners) |
Date |
|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
UBER
TECHNOLOGIES, INC.
Annual
Meeting of Stockholders
May 11, 2020 11:00 AM PT
This proxy
is solicited by the Board of Directors
The undersigned stockholder(s) of Uber Technologies,
Inc. hereby appoint(s) Dara Khosrowshahi, Nelson Chai and Tony West, or any of them, as proxies, each with the power to appoint
his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of
the shares of common stock of Uber Technologies, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of
Stockholders to be held at 11:00 AM PT on May 11, 2020, at www.virtualshareholdermeeting.com/UBER2020, and any adjournment or
postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED
IN THE MANNER DIRECTED HEREIN. IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS.
Continued and to be signed on reverse side
This regulatory filing also includes additional resources:
e20161_uber-def14acourtesy.pdf
Uber Technologies (NYSE:UBER)
Historical Stock Chart
From Aug 2024 to Sep 2024
Uber Technologies (NYSE:UBER)
Historical Stock Chart
From Sep 2023 to Sep 2024